Western Overseas BSE SME IPO review (Not Rated)

•    The company is engaged in providing educational and immigration advisory services.
•    It is operating in a highly competitive and fragmented segment, that has failed to live up to confidence of investors.
•    The company has posted average financial data for the reported periods.
•    Based on its recent financial data, the issue appears aggressively priced. 
•    There is no harm in skipping this pricey and dicey bet.

ABOUT COMPANY:
Western Overseas Study Abroad Ltd. (WOSAL) 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. 

The 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. WOASL was originally incorporated at Haryana as “Western Overseas Study Abroad Private Limited”, consequent upon the conversion of the Company to public limited company, the name of it was changed to “Western Overseas Study Abroad Limited” vide fresh certificate of incorporation. 

The Company offers a comprehensive range of professional programs which includes a) Education Consultancy b) Education Loan Guidance and Scholarships c) Admission & filing of application Formalities, d) Training for Language Proficiency Tests, e) Study Visa, tourist Visa etc., Also, it provides Admission support to students right from the time when they enroll with it. Career support is embedded throughout its programs rather than at the end of a course. Its team helps 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.

The Company has 12 branches and 1 back-end office with equipped classes to providing training services to the individuals and desk filled type offices with each desk dedicated to each consultant, who provide consultancy services at each of their desk to different individuals with one dedicated consultant per individual in relation to global education and immigration consultancy services. As of the date of this offer document, it had 148 employees on its payroll.

ISSUE DETAILS/CAPITAL HISTORY:
The company is coming out with its maiden IPO of 1798000 equity shares of Rs. 10 each at a fixed price of Rs. 56 per share to mobilize Rs. 10.07 cr.  The issue opens for subscription on December 04, 2025, and will close on December 08, 2025. Post allotment, shares will be listed on BSE SME. The minimum application to be made is for 4000 shares and in multiples of 2000 shares thereon, thereafter. The issue constitutes 29.91% of the post-IPO paid-up capital of the company. The company is spending Rs. 0.90 cr. for this IPO process, and from the net proceeds, it will utilize Rs. 3.43 cr. for advertising and enhancing awareness and visibility of its brand, Rs. 3.00 for installation of software, Rs. 2.00 cr. for repayment/prepayment of certain borrowings, and Rs. 0.74 cr. for general corporate purposes. 

The IPO is solely lead managed by Sobhagya Capital Options Pvt. Ltd. Ltd., while Skyline Financial Services Pvt. Ltd., is the registrar to the issue. Giriraj Stock Broking Pvt. Ltd. is the market maker for the company. The IPO is underwritten to the tune of 15% by Sobhagya Capital and up to 85% by Giriraj Stock Broking.

Having issued initial equity capital at par value, and issued bonus equity shares in the 300 for 1 in May 2024, and 2 for 5 in October 2024. The average cost of acquisition of shares by the promoters is Rs. 0.02 per share.  

Post-IPO, company’s current paid-up equity capital of Rs. 4.21 cr. will stand enhanced to Rs. 6.01 cr. Based on the upper price band of the IPO, the company is looking for a market cap of Rs. 33.67 cr. 

FINANCIAL PERFORMANCE:
On the financial performance front, for the last three fiscals, the company has posted total income / net profit, of Rs. 10.21 cr. / Rs. 0.45 cr. (FY23), Rs. 20.37 cr. / Rs. 1.19 cr. (FY24), Rs. 22.96 cr. / Rs. 2.21 cr. (FY25). For Q1 of FY26 ended on June 30, 2025, it posted a net profit of Rs. 0.54 cr. on a total income of Rs. 4.97 cr. While it posted growth in its top and bottom lines from FY23 to FY25, Q1 of FY26 indicates declined trends, that raise alarm.

For the last three fiscals, the company has posted an average EPS of Rs. 3.05 (simple average), and an average RoNW of 28.08%. The issue is priced at a P/BV of 3.34 based on its NAV of Rs. 16.78 per share as of June 30, 2025, and at a P/BV of 1.96 based on its post-PO NAV of Rs. 28.51.

If we attribute annualized super earnings of FY26 on post-IPO paid-up capital, then the issue price is at a P/E of 15.51, and based on its FY25 earnings, the P/E stands at 15.22. Thus, the issue appears aggressively priced. It is operating in a highly competitive and fragmented segment.

For the reported periods, the company has posted PAT margins of 4.43% (FY23), 5.86% (FY24), 9.735% (FY25), 10.99% (Q1-FY26), and RoCE margins of 19.67%, 32.02%, 37.63%, 7.29% respectively for the referred periods. 

DIVIDEND POLICY:
The company has not paid any dividends since incorporation. It will adopt a prudent dividend policy, based on its financial performance and future prospects. 

COMPARISON WITH LISTED PEERS:
As per offer document, the company has shown Winny Immigration, Landmark Global, as its listed peers. They are currently trading at a P/E of NA and 11.3 (as of December 02 2025). However, they are not truly comparable on an apple-to-apple basis.

MERCHANT BANKER’S TRACK RECORD:
This is the 4th mandate from Sobhagya Capital in the ongoing fiscal. Out of the last 3 listings, 2 listed at discount, and 1 with premium of 6.06% on the date of listing. The lead manager has a poor track record.A