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Western Overseas Study Abroad Ltd Management Discussions

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Apr 17, 2026|05:30:00 AM

Western Overseas Study Abroad Ltd Share Price Management Discussions

You should read the following discussion of our financial condition and results of operations together with our restated financial statements included in this Prospectus. You should also read the section entitled “Risk Factors” beginning on page 27, which discusses several factors, risks and contingencies that could affect our financial condition and results of operations. The following discussion relates to our Company and is based on our consolidated restated financial statements, which have been prepared in accordance with Indian GAAP, the Companies Act and the SEBI Regulations. Portions of the following discussion are also based on internally prepared statistical information and on other sources. Our fiscal year ends on March 31 of each year, so all references to a particular fiscal year (“Fiscal Year”) are to the twelvemonth period ended March 31 of that year.

The financial statements have been prepared in accordance with Indian GAAP, the Companies Act and the SEBI (ICDR) Regulations and restated as described in the report of our peer review auditors report which is included in this Prospectus under the section titled “Restated Financial Information” beginning on page 189 of this Prospectus. The restated financial statements have been prepared on a basis that differs in certain material respects from generally accepted accounting principles in other jurisdictions, including US GAAP and IFRS. We do not provide a reconciliation of our restated financial statements to US GAAP or IFRS and we have not otherwise quantified or identified the impact of the differences between Indian GAAP and U.S. GAAP or IFRS as applied to our restated financial statements.

This discussion contains forward-looking statements and reflects our current views with respect to future events and financial performance. Actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors such as those described under “Risk Factors” and “Forward Looking Statements” beginning on pages 27 and 17 respectively, and elsewhere in this Prospectus Accordingly, the degree to which the financial statements in this Prospectus will provide meaningful information depend entirely on such potential investors level of familiarity with Indian accounting practices. Please also refer to section titled “Presentation of Financial, Industry and Market data” beginning on page 15 of this Prospectus.

Business Overview

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, CELPIP, DUOLINGO, LANGUAGE CERT) 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 Companys 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 Centre, Manesar Gurgaon, 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 recognised and respected innovative structure enveloping solution providers. For more details, please see the chapter titled, “Our Management” and “Our Promoters and Promoter Group” on page 162 and 180 of this Prospectus.

As the world becomes increasingly interconnected, the demand for skilled professionals, students, and travellers 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.

Our Company offers a comprehensive range of professional programs which includes a) Education Consultancy b) Education Loan Guidance and Scholarships c) Admission application Formalities, d) Training for Language Proficiency Tests, e) Study/Schooling Visa etc., Also, we provide Admission support to our students right from the time when they enroll with us. Career support is embedded throughout our programs rather than at the end of a course. Our team helps our students hands on to identify and to create opportunities, provide guidance & support to develop their professional track record & develop an outreach strategy for them which can help them to take career benefits from newly developed skills.

For details about Business Overview, please refer chapter titled “Our Business” on page 114 of this Prospectus.

Key Performance Indicators of our Company: Financials KPIs of our Company

For the Period ended on
Particulars 30.06.2025 31.03. 2025 31.03. 2024 31.03. 2023
Revenue from operations 494.02 2272.52 2030.24 1015.06
Growth in Revenue from Operations (%) - 11.93% 100.01% 11.81%
Total Income 4 2295.81 2036.67 1020.60 96.72
EBITDA 86.88 369.77 229.12 107.54
EBITDA margin (%) 17.59% 16.27% 11.29% 10.59%
PAT 54.27 221.09 119.02 44.94
PAT Margin (%) 10.99% 9.73% 5.86% 4.43%
ROE (%) 7.98% 40.18% 30.68% 14.69%
ROCE (%) 7.29% 37.63% 32.02% 19.67%
EPS (Basic & Diluted) 1 5.25 2.82 .29 1.07

Source: The Figure has been certified by our Peer review auditors M/s. N.K. Mittal & Associates; Chartered Accountants vide their certificate dated 3rd November, 2025.

Notes: i. Revenue from Operations means the Revenue from Operations as appearing in the Restated Financial Statements.

ii. Growth in Revenue from Operations (%) is calculated as a percentage of Revenue from Operations of the relevant period minus Revenue from Operations of the preceding period, divided by Revenue from Operations of the preceding period.

iii. EBITDA is calculated as profit for the period / year, plus tax expenses (consisting of current tax, deferred tax and current taxes relating to earlier years), Interest Cost and depreciation and amortization expenses minus other Income.

iv. EBITDA Margin (%) is calculated as EBITDA divided by Revenue from Operations.

v. Profit After Tax Means Profit for the period/year as appearing in the Restated Financial Statements.

vi. PAT Margin (%) is calculated as Profit for the year/period as a percentage of Revenue from Operations.

vii. RoE (Return on Equity) (%) is calculated as net profit after tax for the year / period divided by Average Shareholder Equity.

viii. RoCE (Return on Capital Employed) (%) is calculated as earnings before interest and taxes divided by average capital employed. Capital Employed includes Equity Shares, Reserves and surplus, deferred tax liability, Long- Term Borrowing, Short-Term Borrowing.

SIGNIFICANT DEVELOPMENTS SUBSEQUENT TO THE LAST FINANCIAL YEAR

In the opinion of the Board of Directors of our Company, since the date of the last financial statements disclosed in this Prospectus, there have not arisen any circumstance that materially or adversely affect or are likely to affect the trading or profitability of our Company or the value of its assets or its ability to pay its material liabilities within the next twelve months. However, these are material events:

- Re-designation of Mr. Pardeep Balyan as Managing Director and Chairperson w.e.f August 02, 2024.

- Re-designation of Mrs. Rekha Rani as Whole time director w.e.f. August 02, 2024.

- Shareholders of the Company approved the Conversion of our Company into public limited Company in its EGM held on 12th August, 2024.

- Our Company has been converted into public limited Company vide Fresh Certificate of Incorporation dated 24th September, 2024;

- Appointment of Ms. Sapna and Mr. Umesh Chand Sharma as Independent Directors w.e.f. 10th August, 2024 and 5th October, 2024 respectively.

- Allotment of 12,04,000 Bonus share by Board of Directors on 30th October, 2024

- Board of Directors in its meeting held on 15th November, 2024 approved issue of shares through Initial Public offer and raising of borrowing limits.

- Board of Directors in its meeting held on 15th November, 2024 appointed Mr. Jasbir Singh and Mrs. Simpy Nanda as SMP.

- Appointment of Rajesh Kumar as Non Executive Director w.e.f. 25th November, 2024.

- Board of Directors in its meeting held on 25th November, 2024 constituted Audit Committee, Stakeholders relationship committee and Nomination and Remuneration Committee.

- Resignation of Mr. Sikander Lal Pahwa w.e.f. 2nd December, 2024

- Appointment of Ms. Shruti Gupta as Company Secretary and Compliance officer w.e.f. 9th August, 2024 and appointment of Mr. Jatin Kumar as CFO w.e.f. 2nd December, 2024.

- Shareholders of the Company in its EGM held on 8th December, 2024 approved issue of shares through Initial Public offer and raising of borrowing limits.

- Appointment of Mr. Deepak Kumar w.e.f. 31st March, 2025 in place of Mr. Rajesh Kumar who vacated the office due to his demise on 14th March, 2025.

FACTORS AFFECTING OUR RESULTS OF OPERATIONS

Our business is subjected to various risks and uncertainties, including those discussed in the section titled "Risk Factors" beginning on page 27 of this Prospectus. Our results of operations and financial conditions are affected by numerous factors including the following: General economic and business conditions in the markets in which we operate and in the local, regional, national and international economies; Any change in government policies resulting in increases in taxes payable by us; Our ability to retain our key managements persons/Senior Management and other employees; Companys ability to successfully implement its growth strategy and expansion plans; Global distress due to pandemic, war or by any other reason;

The occurrence of natural disasters or calamities;

Inflation, deflation, unanticipated turbulence in interest rates, equity prices or other rates or prices;

DISCUSSION ON RESULT OF OPERATION

The following discussion on result of operations should be read in conjunction with the restated financial statements of our Company for the three months ended June 30, 2025 and Financial Years ended March 31, 2025, 2024 and 2023.

SUMMARY OF MAJOR ITEMS OF INCOME AND EXPENDITURE

Revenues:

Income from operations:

Our principal component of revenue from operations. Revenue from operations mainly consists of revenue from Services offered.

Our revenue from operations as a percentage of total revenue is as follows:

Particulars 3 31.03.25 31.03.24 31.03.23 0.06.2025
Revenue from Operations 4 2272.52 2030.24 94.02 1015.06
As a % of Total Revenue 9 98.99% 99.68% 9.46% 99.46%

Other Income:

Our other income mainly includes Interest income and Profit on sale of any fixed asset.

Particulars 30.06.2025 31.03.25 31.03.24 31.03.23
Other Income 2 23.28 6.42 5.54
As a % of Total Revenue 0.54% 1.01% 0.32% 0.54%

Expenditure:

Our total expenditure primarily consists of Employee benefit expenses, Operating and Other Expenses, finance cost, depreciation.

Employee benefits expense

Our employee benefits expense primarily comprise of salaries and wages expenses and staff welfare expenses.

Depreciation & Amortization

Depreciation includes depreciation on tangible assets like furniture & fixtures, computers and office equipment.

Other Expenses

Other expenses include the following:

Advertising Expenses, Business promotion expenses; Office rent, repair and maintenance;

Other administrative expenses.

Statement of profits and loss

The following table sets forth, for the fiscal years indicated, certain items derived from our Company‘s restated financial statements, in each case stated in absolute terms and as a percentage of total sales and/or total revenue:

Particulars 30.06.2025 31.03.25 31.03.24 31.03.23
Revenue from Operations 494.02 2272.52 2030.24 1015.06
As a % of Total Revenue 99.46% 98.99% 99.68% 99.46%
Other Income 2.70 23.28 6.42 5.54
As a % of Total Revenue 0.54% 1.01% 0.32% 0.54%
Total Income (A) 496.72 2295.81 2036.67 1020.60
Expenditure
Changes in Inventories of stock in trade 8.71 (10.06) - -
Employee Benefit Expenses 152.37 774.50 931.45 469.26
As a % of Total Revenue 30.68% 33.74% 45.73% 45.98%
Finance Cost 9.79 40.58 25.77 9.08
As a % of Total Revenue 1.97% 1.77% 1.27% 0.89%
Operational and Other Expenses 245.06 1134.19 865.06 435.94
As a % of Total Revenue 49.34% 49.40% 42.47% 42.71%
Depreciation and Amortization Charges 8.22 46.74 50.78 46.01
As a % of Total Revenue 1.65% 2.04% 2.49% 4.51%
Total Expenditure (B) 424.14 1985.94 1873.06 960.30
As a % of Total Revenue 85.39% 86.50% 91.97% 94.09%
Profit before exceptional and extraordinary items and 72.58 309.87 163.60 60.31
tax (C=A-B)
As a % of Total Revenue 14.61% 13.50% 8.03% 5.91%
Exceptional items (D) - - - -
Profit before extraordinary items and tax (E=C-D) 7 309.87 2.58 163.60 60.31
As a % of Total Revenue 14.61% 13.50% 8.03% 5.91%
Extraordinary items (F) - - - -
Net Profit before Tax (G=E-F) 7 309.87 163.60 2.58 60.31
As a % of Total Revenue 14.61% 13.50% 8.03% 5.91%
Less: Provision for Taxes (H)
Current Tax 18.06 90.19 47.61 18.35
Deferred Tax 0.25 -2.02 -3.03 -2.98
Earlier Tax 0.00 0.60 0.00 0.00
Profit (Loss) for the period (G-H) 54.27 221.09 119.02 44.94
As a % of Total Revenue 10.93% 9.63% 5.84% 4.40%

PERIOD ENDED TILL JUNE 30, 2025

The total revenue was Rs. 496.72 lakhs for period ended 30th June, 2025.

Revenue from Operations

Our revenue from operations was Rs. 494.02 lakhs which was about 99.46% of the total revenue for the period of three months ended 30th June, 2025. The revenue from operations consisted of revenue from our services.

Other Income

Our other income was Rs. 2.70 lakhs which is 0.54% of our total revenue. Our other income comprised of income from interest on deposits.

Total Expenses

Our total expenditure primarily consists of Finance cost, employee benefit expenses, depreciation and operational & other expenses.

Changes in inventories:

Our changes in inventories amounted to Rs. 8.71 lakhs for the three months ended 30th June, 2025. This was due to change in inventory maintained at our end.

Employee benefits expense

Our employee benefits expense was Rs. 152.37 lakhs which is 30.68% of our total revenue for three months ended 30th June, 2025 and primarily comprise of directors remuneration, salaries and wages, staff welfare expense.

Finance Costs

Our finance costs were Rs. 9.79 lakhs which is 1.97% of our total revenue for three months ended 30th June, 2025 and mainly includes interest on bank borrowings, other interest charges and other charges.

Depreciation

Depreciation expenses was Rs. 8.22 lakhs which is 1.65% of our total revenue for three months ended 30th June, 2025 and mainly includes depreciation on tangible assets like plant and machinery, vehicles, etc.

Operational and Other Expenses

Other expenses were Rs. 245.06 lakhs which is 49.34% of our total revenue for three months ended 30th June, 2025 which mainly includes administrative and selling expenses such as conveyance and travelling expenses, rent & maintenance expenses, miscellaneous expenses, exam fees and other expenses.

Profit before tax

Our Profit before tax was Rs. 72.58 lakhs which is 14.61% of our total revenue for three months ended 30th June, 2025. The increase in our profit was attributed to increase in revenue from existing business operations.

Taxation expense

Our taxation expense for the three months ended 30th June, 2025 was Rs. 18.31 lakhs which is 3.69% of our total revenue for the three months ended 30th June, 2025. It comprised of current taxation of Rs. 18.06 lakhs and deferred tax of Rs. 0.25 lakhs.

Net profit after tax was Rs. 54.27 lakhs which is 10.93% of our total revenue for the three months ended 30th June, 2025 which is in line with increase in revenue from business operations.

COMPARISON OF FY 2024-25 WITH FY 2023-24:

Total Revenue

Our total revenue increased by 12.72% to Rs. 2295.81 lakhs for the financial year 2024-25 from Rs. 2036.67 lakhs for the financial year 2023-24 due to the factors described below:

Revenue from operations

Our revenue from operations increased by 11.93% to Rs. 2272.52 lakhs for the financial year 2024-25 from Rs. 2030.24 lakhs for the financial year 2023-24. The increase was mainly due to increase in our business operations from existing business operations from abroad and increase in fee from exam related activities.

Other Income

Our other income increased by 262.41% to Rs. 23.28 lakhs for the financial year 2024-25 from Rs. 6.42 lakhs for the financial year 2023-24. This was mainly due to increase in interest income and write off balance.

Total Expenses

Our total expenses increased by 6.03% to Rs. 1985.94 lakhs for the financial year 2024-25 from Rs. 1873.06 lakhs for the financial year 2023-24, due to the factors described below:

Employee benefits expenses:

Our employee benefit expenses decreased by 16.85% to Rs. 774.50 lakhs for the financial year 2024-25 from Rs. 931.45 lakhs for the financial year 2023-24. The increase was mainly due to decrease in salaries & incentives, Directors remuneration, staff welfare expenses. Decrease in our salary & wages was mainly due to decrease in number of employees as well as decrease in salaries and wages of employees.

Finance costs:

Our finance costs increased by 57.46% to Rs. 40.58 lakhs for the financial year 2024-25 from Rs. 25.77 lakhs for the financial year 2023-24. The increase was mainly on account of increase in borrowings. Increase in interest expense was primarily due to higher utilization of our borrowings.

Depreciation and amortisation expense:

Our depreciation and amortization expense decreased by 7.97% to Rs. 46.74 lakhs for the financial year 2024-25 from Rs. 50.78 lakhs for the financial year 2023-24. This is due to decrease in Fixed assets.

Operational and Other expenses:

Our Operational and other expenses increased by 31.11% to Rs. 1134.19 lakhs for the financial year 2024-25 from Rs. 865.06 lakhs for the financial year 2023-24. The increase is in line with increase in business operations of the Company.

Profit before tax:

Our profit before tax increased by 89.40% to Rs. 309.87 lakhs for the financial year 2024-25 from Rs. 163.60 lakhs for the financial year 2023-24. The increase was mainly attributed to increase in overall revenue from operations.

Tax expenses:

Our tax expenses increased by 99.13% to Rs. 88.78 lakhs for the financial year 2024-25 from Rs. 44.58 lakhs for the financial year 2023-24 which was due to increase in current tax expense in line with increase in profits.

Net profit after tax:

Our profit after tax increased by 85.75% to Rs. 221.09 lakhs for the financial year 2024-25 from Rs. 119.02 lakhs for the financial year 2023-24 due to reasons mentioned above.

COMPARISON OF FY 2023-24 WITH FY 2022-23:

Total Revenue

Our total revenue increased by 99.56% to Rs. 2036.67 lakhs for the financial year 2023-24 from Rs. 1020.60 lakhs for the financial year 2022-23 due to the factors described below:

Revenue from operations

Our revenue from operations increased by 100.01% to Rs. 2030.24 lakhs for the financial year 2023-24 from Rs. 1015.06 lakhs for the financial year 2022-23. The increase was mainly due to increase in our business operations from existing business operations from abroad and increase in fee from exam related activities.

Other Income

Our other income increased by 15.94% to Rs. 6.42 lakhs for the financial year 2023-24 from Rs. 5.54 lakhs for the financial year 2022-23. This was mainly due to increase in interest income.

Total Expenses

Our total expenses increased by 95.05% to Rs. 1873.06 lakhs for the financial year 2023-24 from Rs. 960.30 lakhs for the financial year 2022-23, due to the factors described below:

Employee benefits expenses:

Our employee benefit expenses increased by 98.49% to Rs. 931.45 lakhs for the financial year 2023-24 from Rs. 469.26 lakhs for the financial year 2022-23. The increase was mainly due to increase in salaries & incentives, directors remuneration, staff welfare expenses. Increase in our salary & wages was mainly due to increase in number of employees as well as increase in salaries and wages of employees.

Finance costs:

Our finance costs increased by 183.88% to Rs. 25.77 lakhs for the financial year 2023-24 from Rs. 9.08 lakhs for the financial year 2022-23. The increase was mainly on account of increase in borrowings. Increase in interest expense was primarily due to higher utilization of our borrowings.

Depreciation and amortisation expense:

Our depreciation and amortization expense increased by 10.37% to Rs. 50.78 lakhs for the financial year 2023-24 from Rs. 46.01 lakhs for the financial year 2022-23. This is due to increase in Fixed assets.

Operational and Other expenses:

Our Operational and other expenses increased by 98.43% to Rs. 865.06 lakhs for the financial year 2023-24 from Rs. 435.94 lakhs for the financial year 2022-23. The increase is in line with increase in business operations of the Company.

Profit before tax:

Our profit before tax increased by 171.29% to Rs. 163.60 lakhs for the financial year 2023-24 from Rs. 60.31 lakhs for the financial year 2022-23. The increase was mainly attributed to increase in overall revenue from operations.

Tax expenses:

Our tax expenses increased by 190.10% to Rs. 44.58 lakhs for the financial year 2023-24 from Rs. 15.37 lakhs for the financial year 2022-23 which was due to increase in current tax expense in line with increase in profits.

Net profit after tax:

Our profit after tax increased by 164.85% to Rs. 119.02 lakhs for the financial year 2023-24 from Rs. 44.94 lakhs for the financial year 2022-23 due to reasons mentioned above.

CASH FLOWS

As per Restated Financial Statements

The table below is our cash flows for the three months ended 30th June, 2025 and financial years March 31, 2025, 2024 and 2023:

Particulars 30.06.2025 31.03.25 31.03.24 31.03.23
Net Cash Flow from Operating Activities (A) (13.58) (27.60) (206.77) 74.31
Net Cash Flow from Investing Activities (B) (22.79) (18.33) (81.14) (82.61)
Net Cash Flow from Financing Activities (C) 4 26.22 262.47 17.83
Net Increase / (Decrease) in Cash & Cash Equivalents 8.20 (19.72) (25.44) 9.53
Cash and cash equivalents at the beginning of the year / Period 21.51 41.22 66.67 57.13
Cash and cash equivalents at the end of the year/ Period 29.71 21.51 41.22 66.67

Cash Flows from Operating Activities

For the period ended 30th June, 2025

Net cash inflow from operating activities for the period ended 30th June, 2025 was Rs. (13.58) lakhs. Our operating profit before working capital changes was Rs. 88.18 Lakhs, which was primarily adjusted by decrease in debtors, increase in Loans and advances and increase in other current assets, and increase in current liabilities and decrease in trade payables.

For the year ended 31st March, 2025

Net cash inflow from operating activities for the year ended 31st March, 2025 was Rs. (27.60) lakhs. Our operating profit before working capital changes was Rs. 385.61 Lakhs, which was primarily adjusted by increase in debtors, increase in long term loans and advances and other current assets, and decrease in current liabilities and decrease in trade payables.

For the year ended 31st March, 2024

Net cash inflow from operating activities for the year ended 31st March, 2024 was Rs. (206.76) lakhs. Our operating profit before working capital changes was Rs. 229.14 Lakhs, which was primarily adjusted by increase in debtors, increase in loans and advances, and increase in current liabilities and decrease in trade payables.

For the year ended 31st March, 2023

Net cash inflow from operating activities for the year ended 31st March, 2023 was Rs. 74.31 lakhs. Our operating profit before working capital changes was Rs. 107.54 Lakhs, which was primarily adjusted by increase in debtors, decrease in short-term & increase in long terms loans and advances, and decrease in current liabilities and increase in trade payables.

Cash Flows from Investment Activities

For the period ended 30th June, 2025

Net cash flow used in investing activities for the period ended 30th June, 2025, was Rs. (22.79) lakhs. This was primarily on account of purchase of fixed assets.

For the year ended 31st March, 2025

Net cash flow used in investing activities for the year ended 31st March, 2025, was Rs. (18.33) lakhs. This was primarily on account of purchase of fixed assets and decrease in fixed deposit.

For the year ended 31st March, 2024

Net cash flow used in investing activities for the year ended 31st March, 2024, was Rs. (81.16) lakhs. This was primarily on account of purchase of fixed assets and increase in fixed deposit.

For the year ended 31st March, 2023

Net cash flow used in investing activities for the year ended 31st March, 2023, was Rs. (82.61) lakhs. This was primarily on account of increase in Interest which is also offset by purchase of fixed assets.

Cash Flows from Financing Activities

For the period ended 30th June, 2025

Net cash inflow from financing activities for the period ended 30th June, 2025, was Rs. 44.57 lakhs which is majorly due to inflow of funds in the Company by way of increase in borrowings.

For the year ended 31st March, 2025

Net cash inflow from financing activities for the year ended 31st March, 2025, was Rs. 26.22 lakhs which is majorly due to inflow of funds in the Company by way of increase in borrowings and repay of borrowings.

For the year ended 31st March, 2024

Net cash inflow from financing activities for the year ended 31st March, 2024, was Rs. 262.47 lakhs which is majorly due to inflow of funds in the Company by way of increase in borrowings.

For the year ended 31st March, 2023

Net cash inflow from financing activities for the year ended 31st March, 2023, was Rs. 17.83 lakhs which is majorly due to inflow of funds in the Company by way of increase in borrowings.

Related Party Transactions

Related party transactions with certain of our promoters, directors and their entities and relatives primarily relate to remuneration & loan. For further details of related parties kindly refer chapter titled “Financial Statements” beginning on page 189 of this Prospectus.

Off-Balance Sheet Items

We do not have any other off-balance sheet arrangements, derivative instruments or other relationships with any entity that have been established for the purposes of facilitating off-balance sheet arrangements.

OTHER MATTERS

Unusual or infrequent events or transactions

There are no transactions or events, which in our best judgement, would be considered unusual or infrequent that have significantly affected operations of the Company.

Significant economic changes that materially affected or are likely to affect income from continuing operations

Indian rules and regulations as well as the overall growth of the Indian economy have a significant bearing on our operations. Major changes in these factors can significantly impact income from continuing operations. There are no significant economic changes that materially affected our Companys operations or are likely to affect income from continuing operations except as described in chapter titled “Risk Factors” beginning on page 27 of this Prospectus.

Known trends or uncertainties that have had or are expected to have a material adverse impact on sales, revenue or income from continuing operations

Other than as disclosed in the section titled "Risk Factors" beginning on page 27 of this Prospectus to our knowledge, there are no known trends or uncertainties that have or had or are expected to have a material adverse impact on revenues or income of our Company from continuing operations.

Future changes in relationship between costs and revenues in case of events such as future increase in labour or material cost or prices that will cause material change.

According to our knowledge, there are no future relationship between cost and income that would be expected to have a material adverse impact on our operations and revenues. However, increase in the cost of the goods in which the Company deals, will affect the profitability of the Company. Further, the Company may not be able to pass on the increase in prices of the services to the customers in full and this can be offset through cost reduction.

The extent to which material increases in net sales or revenue are due to increased sales volume, introduction of new products or services or increased prices

The increase in revenue is by and large linked to increase in volume of all the activities carried out by the Company. Changes in revenue in the last three financial years are as explained in the part “Financial Year

2024-25 compared with financial year 2023-24 and Financial Year 2023-24 Compared with Financial Year 2022-23” above.

Total turnover of each major industry segment in which the issuer company operates.

The Company is operating one business vertical i.e. services. Relevant industry data, as available, has been included in the chapter titled "Industry Overview" beginning on page 94 of this Prospectus.

Status of any publicly announced new products/projects or business segments

Our Company has not announced any new projects or business segments, other than disclosed in the Prospectus. Please refer to the chapter titled “Our Business” beginning on page 114 of this Prospectus for new products or business segments.

The extent to which the business is seasonal

Our business and operations is not affected by seasonal factors.

Any significant dependence on a single or few customers

The % of Contribution of our Companys customer and supplier vis a vis the total revenue from operations and raw materials/ finished goods cost respectively for the period ended on 30th June, 2025, 31st March, 2025, 31st March, 2024 and 31st March, 2023 is as follows:

Particulars

30th June, 2025 0

31st March, 2025 31 st March, 2024 31st March, 2023
Top 5 (%) 18.82 19.84 2 4.09
Top 10 (%) 26.12 27.90 36.65 26.70

Competitive Conditions

We operate in a competitive atmosphere. Some of our competitors may have greater resources than those available to us. While product quality, brand value, distribution network, etc are key factors in client decisions among competitors, however, reliability and competitive pricing is the deciding factor in most cases. We face fair competition from both organized and unorganized players in the market.

We believe that our experience, and reliability record with our customers will be key to overcome competition posed by such organized and unorganized players. Although, a competitive market, there are not enough number of competitors offering services similar to us. We believe that we are able to compete effectively in the market with our quality of services and our reputation. We believe that the principal factors affecting competition in our business include client relationships, reputation, and the relative quality and price of the services. For details, please refer to the chapter titled “Risk Factors” beginning on page 27 of this Prospectus.

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ATTENTION INVESTORS

RISK DISCLOSURE ON DERIVATIVES

Copyright © IIFL Capital Services Limited (Formerly known as IIFL Securities Ltd). All rights Reserved.

IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132, PMS SEBI Regn. No: INP000002213,IA SEBI Regn. No: INA000000623, SEBI RA Regn. No: INH000000248, DP SEBI Reg. No. IN-DP-185-2016, BSE Enlistment Number (RA): 5016
ARN NO : 47791 (AMFI Registered Mutual Fund & Specialized Investment Fund Distributor), PFRDA Reg. No. PoP 20092018

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We are ISO/IEC 27001:2022 Certified.

This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.