See Full Document Text
R
RED HERRING PROSPECTUS
Dated: September 02, 2025
(Please read Section 32 of the Companies Act, 2013)
100% Book Built Issue
(Please scan this QR Code to view the RHP)
DEV ACCELERATOR LIMITED
CORPORATE IDENTITY NUMBER: U74999GJ2020PLC115984
REGISTERED OFFICE CORPORATE CONTACT PERSON TELEPHONE AND EMAIL WEBSITE
OFFICE
C-01, The First A – 1101, B – 1101, The Anjan Trivedi, Tel: 7041482004 www.devx.work
Commercial Complex, First, B/h Keshavbaug Company Secretary and Email: compliance@devx.work
behind Keshavbaug Party Party Plot, near Shivalik Compliance Officer
Plot, Vastrapur, High-Street, Vastrapur,
Ahmedabad, Gujarat - Ahmedabad, Gujarat–
380015, India. 380015, India.
PROMOTERS OF OUR COMPANY: PARTH NAIMESHBHAI SHAH, UMESH SATISHKUMAR UTTAMCHANDANI,
RUSHIT SHARDULKUMAR SHAH, JAIMIN JAGDISHBHAI SHAH, PRANAV NIRANJAN PANDYA, AMISHA JAIMIN
SHAH, KRUTI PRANAV PANDYA AND DEV INFORMATION TECHNOLOGY LIMITED
DETAILS OF THE ISSUE TO THE PUBLIC
Type Fresh Issue Size Offer for Sale Total Issue Size Eligibility and Share Reservation among QIBs,
Size NIIs, RIIs and Eligible Employees and Eligible
Shareholders
Fresh Fresh issue of up to Not Applicable Up to 23,500,000 Equity The Issue is being made pursuant to Regulation 6(2)
Issue 23,500,000 Equity Shares of face value of ₹2 of the SEBI ICDR Regulations as our Company
Shares of face value each aggregating up to ₹ [●] does not meet the requirement specified under
of ₹2 each million Regulation 6(1)(a) and 6(1)(b) of the SEBI ICDR
aggregating up to ₹ Regulations. For further details, see “Other
[●] million Regulatory and Statutory Disclosures – Eligibility
for the Issue” on page 394. For details in relation to
share reservation among QIBs, NIIs, RIIs, Eligible
Employees and Eligible Shareholders, see “Issue
Structure” on page 411.
RISKS IN RELATION TO THE FIRST ISSUE
This being the first public issue of our Company, there has been no formal market for the Equity Shares of our Company. The face value
of the Equity Shares is ₹ 2 each. The Floor Price, the Cap Price and the Issue Price (as determined by our Company, in consultation with
the BRLM), on the basis of the assessment of market demand for the Equity Shares by way of the book building process, as stated in
“Basis for Issue Price” on page 140, should not be considered to be indicative of the market price of the Equity Shares after the Equity
Shares are listed. No assurance can be given regarding an active and/or sustained trading in the Equity Shares nor regarding the price at
which the Equity Shares will be traded after listing.
GENERAL RISK
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this Issue unless
they can afford to take the risk of losing their entire investment. Investors are advised to read the risk factors carefully before taking an
investment decision in this Issue. For taking an investment decision, investors must rely on their own examination of our Company and the
Issue, including the risks involved. The Equity Shares have not been recommended or approved by the Securities and Exchange Board
of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this Red Herring Prospectus. Specific attention of
the investors is invited to “Risk Factors” on page 43.
ISSUER’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all
information with regard to our Company and the Issue, which is material in the context of the Issue, that the information contained in this
Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and
intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Red Herring Prospectus
as a whole or any of such information or the expression of any such opinions or intentions, misleading in any material respect.
LISTING
The Equity Shares that will be offered through this Red Herring Prospectus, are proposed to be listed on National Stock Exchange of India
Limited (“NSE”) and BSE Limited (“BSE” and together with NSE, the “Stock Exchanges”). For the purposes of the Issue, NSE is the
Designated Stock Exchange.
BOOK RUNNING LEAD MANAGERName of the BRLM and Logo Contact Person Email and Telephone
Kaushal Patwa E-mail: devx.ipo@pantomathgroup.com
Tel.: 1800 889 8711
Pantomath Capital Advisors Private Limited
REGISTRAR TO THE ISSUE
Name of Registrar Contact Person Email and Telephone
M. Murali Krishna E-mail: dal.ipo@kfintech.com
Tel.: 040-67162222/18003094001
KFIN Technologies Limited
BID/ISSUE PROGRAMME
ANCHOR Tuesday, September 09, 2025 BID/ ISSUE Wednesday, BID/ ISSUE CLOSES Friday,
INVESTOR OPENS ON September 10, ON# September
BIDDING DATE 2025 12, 2025
# UPI mandate end time and date shall be at 5:00 pm on the Bid/Issue Closing Date.RED HERRING PROSPECTUS
(Please scan this QR Code to view the RHP) Dated: September 02, 2025
Please read Section 32 of the Companies Act, 2013
100% Book Built Issue
DEV ACCELERATOR LIMITED
Our business originally started as a limited liability partnership under the name and style of “Dev Accelerator LLP” on September 14, 2017 under
the Limited Liability Partnership Act, 2008, pursuant to a certificate of incorporation issued by the RoC with Umesh Satishkumar Uttamchandani,
Rushit Shardulkumar Shah, Parth Naimeshbhai Shah and Dev Information Technology Limited as its partners. Subsequently, Parashwanath Land
Organisers LLP joined Dev Accelerator LLP on July 1, 2019. Pursuant to a No Objection Certificate and an Affidavit cum Declaration, from the
erstwhile partners of Dev Accelerator LLP dated August 13, 2020, the limited liability partnership was converted into a private limited company
and a certificate of incorporation dated September 5, 2020 was issued by the Registrar of Companies, Central Registration Centre under the name
and style of ‘Dev Accelerator Private Limited’. Our Company was further converted into a public limited company pursuant to a special resolution
passed by our Shareholders at the extra-ordinary general meeting held on July 12, 2024 and a fresh certificate of incorporation consequent upon
conversion to public limited company dated September 3, 2024 was issued by the RoC. The name of our Company was changed to its present
name, ‘Dev Accelerator Limited’. For details of changes in the name and registered office address of our Company, see ‘History and Certain
Corporate Matters’ on page 239.
Corporate Identity Number: U74999GJ2020PLC115984
Registered Office: C-01, The First Commercial Complex, behind Keshavbaug Party Plot, Vastrapur, Ahmedabad, Gujarat -380015, India;
Corporate Office: A – 1101, B – 1101, The First, B/h Keshavbaug Party Plot, near Shivalik High-Street, Vastrapur, Ahmedabad,
Gujarat – 380015, India;
Tel: 7041482004 Contact Person: Anjan Trivedi, Company Secretary and Compliance Officer;
E-mail: compliance@devx.work; Website: www.devx.work
OUR PROMOTERS: PARTH NAIMESHBHAI SHAH, UMESH SATISHKUMAR UTTAMCHANDANI, RUSHIT SHARDULKUMAR
SHAH, JAIMIN JAGDISHBHAI SHAH, PRANAV NIRANJAN PANDYA, AMISHA JAIMIN SHAH, KRUTI PRANAV PANDYA AND
DEV INFORMATION TECHNOLOGY LIMITED
INITIAL PUBLIC OFFERING OF UP TO 23,500,000 EQUITY SHARES OF FACE VALUE OF ₹2 EACH (“EQUITY SHARES”) OF DEV
ACCELERATOR LIMITED (“COMPANY” OR “ISSUER”) FOR CASH AT A PRICE OF ₹ [●]# PER EQUITY SHARE (INCLUDING A
SHARE PREMIUM OF ₹[●] PER EQUITY SHARE) (“ISSUE PRICE”) AGGREGATING UP TO [●] MILLION ( “ISSUE”) COMPRISING
A FRESH ISSUE OF UP TO 23,500,000 EQUITY SHARES BY OUR COMPANY AGGREGATING UP TO ₹[●] MILLION ( “FRESH ISSUE”).
THIS ISSUE INCLUDES A RESERVATION OF UP TO 164,500 EQUITY SHARES OF FACE VALUE OF ₹2 EACH AGGREGATING TO ₹
[•] MILLION (CONSTITUTING [•]% OF THE POST-ISSUE PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY) FOR
SUBSCRIPTION BY ELIGIBLE EMPLOYEES (THE “EMPLOYEE RESERVATION PORTION”) AND A RESERVATION OF UP TO
329,000 EQUITY SHARES OF FACE VALUE OF ₹2 EACH, AGGREGATING TO ₹[•] MILLION (CONSTITUTING UP TO [•]% OF THE
POST- ISSUE PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY OF THE ISSUE) FOR SUBSCRIPTION BY ELIGIBLE
SHAREHOLDERS (“SHAREHOLDERS’ RESERVATION PORTION”). THE ISSUE LESS THE EMPLOYEE RESERVATION PORTION
AND THE SHAREHOLDERS’ RESERVATION PORTION IS HEREINAFTER REFERRED TO AS “NET ISSUE”. THE ISSUE AND THE
NET ISSUE WOULD CONSTITUTE [•]% AND [•]%, RESPECTIVELY, OF OUR POST-ISSUE PAID-UP EQUITY SHARE CAPITAL.
THE PRICE BAND AND THE MINIMUM BID LOT, WILL BE DECIDED BY OUR COMPANY, IN CONSULTATION WITH THE BRLM
AND WILL BE ADVERTISED IN ALL EDITIONS OF BUSINESS STANDARD, THE ENGLISH NATIONAL DAILY NEWSPAPER, ALL
EDITIONS OF BUSINESS STANDARD, THE HINDI NATIONAL DAILY NEWSPAPER, AND THE AHMEDABAD EDITIONS OF JAI
HIND, WIDELY CIRCULATED GUJARATI DAILY NEWSPAPER (GUJARATI BEING THE REGIONAL LANGUAGE OF GUJARAT,
WHERE THE REGISTERED AND CORPORATE OFFICE IS LOCATED), EACH WITH WIDE CIRCULATION, AT LEAST TWO
WORKING DAYS PRIOR TO THE BID/ISSUE OPENING DATE AND SUCH ADVERTISEMENT SHALL BE MADE AVAILABLE TO
BSE AND NSE (“BSE” AND TOGETHER WITH NSE, “THE STOCK EXCHANGES”) FOR THE PURPOSE OF UPLOADING ON THEIR
RESPECTIVE WEBSITES.
THE FACE VALUE OF THE EQUITY SHARES IS ₹ 2 EACH AND THE ISSUE PRICE IS [●] TIMES THE FACE VALUE OF THE
EQUITY SHARES
In case of any revision in the Price Band, the Bid/Issue Period will be extended by at least three additional Working Days after such revision in
the Price Band, subject to the Bid/ Issue Period not exceeding 10 Working Days. In cases of force majeure, banking strike or similar circumstances,
our Company may in consultation with the BRLM, for reasons to be recorded in writing, extend the Bid /Issue Period for a minimum of one
Working Days, subject to the Bid/ Issue Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid/ Issue Period,
if applicable, shall be widely disseminated by notification to the Stock Exchanges, by issuing a press release, and also by indicating the change
on the website of the BRLM and at the terminals of the Syndicate Member and by intimation to Designated Intermediaries and the Sponsor Banks,
as applicable.
The Issue is being made through the Book Building Process, in terms of Rule 19(2)(b) of the SCRR read with Regulation 31 of the SEBI ICDR
Regulations and in compliance with Regulation 6(2) of the SEBI ICDR Regulations, wherein not less than 75% of the Net Issue shall be available
for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs”, and such portion, the “QIB Portion”), provided that our
Company, in consultation with the BRLM, may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance
with SEBI ICDR Regulations (the “Anchor Investor Portion”). One-third of the Anchor Investor Portion shall be reserved for domestic Mutual
Funds, subject to valid Bids being received from the domestic Mutual Funds at or above the Anchor Investor Allocation Price, in accordance withthe SEBI ICDR Regulations. In the event of under-subscription, or non- allocation in the Anchor Investor Portion, the balance Equity Shares shall
be added to the QIB Portion (other than Anchor Investor Portion) (“Net QIB Portion”). Further, 5% of the Net QIB Portion shall be available for
allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB Portion shall be available for allocation on a
proportionate basis to all QIBs, including Mutual Funds, subject to valid Bids being received at or above the Issue Price. However, if the aggregate
demand from Mutual Funds is less than 5% of the Net QIB Portion, the balance Equity Shares available for allocation in the Mutual Fund Portion
will be added to the remaining Net QIB Portion for proportionate allocation to QIBs. If at least 75% of the Net Issue cannot be Allotted to QIBs,
then the entire application money will be refunded forthwith. Further, (a) not more than 15% of the Net Issue shall be available for allocation to
Non-Institutional Investors (out of which one third shall be reserved for Bidders with Bids exceeding ₹0.20 million and up to ₹1.00 million and
two-thirds shall be reserved for Bidders with Bids exceeding ₹1.00 million) , provided that the unsubscribed portion in either of the aforementioned
sub-categories may be allocated to Bidders in the other sub-category and (b) not more than 10% of the Net Issue shall be available for allocation
to Retail Individual Investors in accordance with the SEBI ICDR Regulations, subject to valid Bids being received from them at or above the
Issue Price. Further, up to 164,500 Equity Shares aggregating up to ₹[●] million will be allocated on a proportionate basis to Eligible Employees
applying under the Employee Reservation Portion, subject to valid Bids received from them at or above the Issue Price and up to 329,000 Equity
Shares, aggregating up to ₹[●] million shall be made available for allocation on a proportionate basis only to Eligible Shareholders bidding in the
Shareholders Reservation Portion, subject to valid Bids being received at or above the Issue Price. All potential Bidders, other than Anchor
Investors, are mandatorily required to participate in the Issue through the Application Supported by Blocked Amount (“ASBA”) process by
providing details of their respective ASBA Account (as defined hereinafter) and UPI ID in case of UPI Bidders (as defined hereinafter), as
applicable, pursuant to which the corresponding Bid Amount, which will be blocked by the Self Certified Syndicate Banks (“SCSBs”) or the
Sponsor Banks under the UPI Mechanism, as the case may be, to the extent of their respective Bid Amounts. Anchor Investors are not permitted
to participate in the Anchor Investor Portion through the ASBA process. For details, see “Issue Procedure” beginning on page 417.
RISKS IN RELATION TO THE FIRST ISSUE
This being the first public issue of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the
Equity Shares is ₹ 2 each. The Floor Price, Cap Price and Issue Price as determined and justified by our Company, in consultation with the BRLM,
in accordance with the SEBI ICDR Regulations, as stated under “Basis for Issue Price” on page 140 should not be considered to be indicative of
the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active and/or sustained trading in
the Equity Shares nor regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISK
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Issue unless they can
afford to take the risk of losing their entire investment. Investors are advised to read the risk factors carefully before taking an investment decision
in the Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue, including the risks
involved. The Equity Shares in the Issue have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor
does SEBI guarantee the accuracy or adequacy of the contents of this Red Herring Prospectus. Specific attention of the investors is invited to “Risk
Factors” beginning on page 43.
ISSUER’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all
information with regard to our Company and the Issue, which is material in the context of the Issue, that the information contained in this Red
Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed
herein are honestly held and that there are no other facts, the omission of which makes this Red Herring Prospectus as a whole or any of such
information or the expression of any such opinions or intentions, misleading in any material respect.
LISTING
The Equity Shares to be Allotted through this Red Herring Prospectus are proposed to be listed on the Stock Exchanges. Our Company has received
‘in-principle’ approvals from BSE and NSE for the listing of the Equity Shares pursuant to each of their letters dated April 29, 2025. For the
purposes of the Issue, the Designated Stock Exchange shall be NSE. A signed copy of this Red Herring Prospectus has been and the Prospectus
shall be filed with the RoC in accordance with Sections 26(4) and 32 of the Companies Act, 2013. For details of the material contracts and
documents available for inspection from the date of this Red Herring Prospectus up to the Bid/ Issue Closing Date, see “Material Contracts and
Documents for Inspection” on page 457.
BOOK RUNNING LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE
Pantomath Capital Advisors Private Limited KFIN Technologies Limited
Pantomath Nucleus House, Selenium Tower-B,
Plot No. 31 & 32, Gachibowli,
Saki-Vihar Road, Andheri-East,
Financial District, Nanakramguda,
Mumbai-400072, Maharashtra, India.
Serilingampally,
Tel.: 1800 889 8711
Hyderabad - 500032, Telangana
E-mail: devx.ipo@pantomathgroup.com
Tel: 040-67162222/18003094001
Investor Grievance E-mail: investors@pantomathgroup.com
E-mail: dal.ipo@kfintech.com
Website: www.pantomathgroup.com
Investor grievance E-mail: einward.ris@kfintech.com
Contact person: Kaushal Patwa
Website: www.kfintech.com
SEBI Registration No.: INM000012110
Contact person: M. Murali Krishna
SEBI Registration No: INR000000221
BID/ ISSUE PROGRAMME
ANCHOR INVESTOR Tuesday, BID/ ISSUE Wednesday, BID/ ISSUE Friday, September 12, 2025
BIDDING DATE September 09, OPENS ON September 10, CLOSES ON#
2025 2025
# UPI mandate end time and date shall be at 5:00 pm on the Bid/Issue Closing Date.TABLE OF CONTENTS
SECTION I- GENERAL .............................................................................................................................................. 6
DEFINITIONS AND ABBREVIATIONS ........................................................................................................... 6
CERTAIN CONVENTIONS, PRESENTATIONS OF FINANCIAL, INDUSTRY AND MARKET DATA
AND CURRENCY OF PRESENTATION ........................................................................................................ 25
FORWARD-LOOKING STATEMENTS ......................................................................................................... 28
SUMMARY OF THE OFFER DOCUMENT ................................................................................................... 30
SECTION II- RISK FACTORS ................................................................................................................................. 43
SECTION III-INTRODUCTION .............................................................................................................................. 84
THE ISSUE .......................................................................................................................................................... 84
SUMMARY OF FINANCIAL INFORMATION ............................................................................................. 86
GENERAL INFORMATION ............................................................................................................................. 91
CAPITAL STRUCTURE .................................................................................................................................. 100
OBJECTS OF THE ISSUE............................................................................................................................... 126
BASIS FOR ISSUE PRICE .............................................................................................................................. 140
STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS ......................................................................... 150
SECTION IV-ABOUT OUR COMPANY ............................................................................................................... 155
INDUSTRY OVERVIEW ................................................................................................................................. 155
OUR BUSINESS ................................................................................................................................................ 215
KEY REGULATIONS AND POLICIES IN INDIA ...................................................................................... 235
HISTORY AND CERTAIN CORPORATE MATTERS ............................................................................... 239
OUR SUBSIDIARIES AND ASSOCIATES ................................................................................................... 248
OUR MANAGEMENT ..................................................................................................................................... 253
OUR PROMOTERS AND PROMOTER GROUP ........................................................................................ 272
OUR GROUP COMPANIES ............................................................................................................................ 280
DIVIDEND POLICY ........................................................................................................................................ 283
SECTION V-FINANCIAL INFORMATION ......................................................................................................... 284
RESTATED CONSOLIDATED FINANCIAL INFORMATION ................................................................ 284
OTHER FINANCIAL INFORMATION ......................................................................................................... 354
CAPITALISATION STATEMENT ................................................................................................................ 355
FINANCIAL INDEBTEDNESS ....................................................................................................................... 356
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS ................................................................................................................................................... 359
SECTION VI- LEGAL AND OTHER INFORMATION ...................................................................................... 384
OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS ................................................. 384
GOVERNMENT AND OTHER STATUTORY APPROVALS .................................................................... 389
OTHER REGULATORY AND STATUTORY DISCLOSURES ................................................................. 393
SECTION VII- OFFER INFORMATION .............................................................................................................. 404
TERMS OF THE ISSUE .................................................................................................................................. 404
ISSUE STRUCTURE ........................................................................................................................................ 411
ISSUE PROCEDURE ....................................................................................................................................... 417
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ............................................ 438
SECTION VIII- DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF
ASSOCIATION OF OUR COMPANY ................................................................................................................... 440
SECTION IX - OTHER INFORMATION ............................................................................................................. 457
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ...................................................... 457
DECLARATION ............................................................................................................................................... 462SECTION I- GENERAL
DEFINITIONS AND ABBREVIATIONS
This Red Herring Prospectus uses certain definitions and abbreviations which, unless the context otherwise indicates or
implies, or unless otherwise specified, shall have the meaning as provided below, and references to any legislation, act,
regulation, rules, guidelines or policies shall be to such legislation, act, regulation, rule guidelines or policy as amended
from time to time and any reference to a statutory provision shall include any subordinate legislation made from time to
time under that provision.
In case of any inconsistency between the definitions given below and the definitions contained in the General Information
Document (as defined below), the definitions given below shall prevail.
The words and expressions used in this Red Herring Prospectus but not defined herein, shall have, to the extent
applicable, the meanings ascribed to such terms under the Companies Act, the SEBI Act, the SEBI ICDR Regulations,
the SCRA, the Depositories Act or the rules and regulations made thereunder.
Notwithstanding the foregoing, terms in “Description of Equity Shares and Terms of the Articles of Association”,
“Statement of Special Tax Benefits”, “Industry Overview”, “Our Business”, “History and Certain Corporate Matters”,
“Key Regulations and Policies in India”, “Basis for the Issue Price”, “Restriction on Foreign Ownership of Indian
Securities”, “Restated Consolidated Financial Information” and “Outstanding Litigation and Material Developments”
on pages 440, 150, 155, 215, 239, 235, 140, 438, 284 and 384,and respectively, will have the meaning ascribed to such
terms in those respective sections.
General terms
Term Description
our Company/ the Company/ the Dev Accelerator Limited, a public limited company incorporated under the
Issuer Companies Act, 2013 and having its Registered Office at C-01, The First Commercial
Complex, behind Keshavbaug Party Plot, Vastrapur, Ahmedabad, Gujarat - 380015,
India.
We/ us/ our Unless the context otherwise indicates or implies, refers to our Company, and our
Subsidiaries and Associates on a consolidated basis, as applicable.
Company related terms
Term Description
AoA/ Articles of Association The articles of association of our Company, as amended.
or Articles
Associates The associates of our Company as on the date of this Red Herring Prospectus, as
described in the section entitled “Our Subsidiaries and Associates” on page 248.
Audit Committee The audit committee of our Board, constituted in accordance with the applicable
provisions of the Companies Act, 2013, the SEBI Listing Regulations and as
described in “Our Management – Committees of our Board – Audit Committee” on
page 263.
Auditors/ Statutory Auditors The statutory auditors of our Company, being M/s. Nisarg J Shah & Co., Chartered
Accountants
Board/ Board of Directors The board of directors of our Company, as constituted from time to time. For further
details, please see “Our Management – Board of Directors” on page 253.
Chairman Chairman of our Company, being Parth Naimeshbhai Shah. For further details, please
see “Our Management – Board of Directors” on page 253.
Company Secretary and The Company Secretary and Compliance Officer of our Company, being Anjan
Compliance Officer Trivedi. For further details, please see “Our Management – Key Managerial
Personnel of our Company” on page 268.
Corporate Office A – 1101, B – 1101, The First, B/h Keshavbaug Party Plot, near Shivalik High-Street,
Vastrapur, Ahmedabad, Gujarat – 380015, India.
6Term Description
Director(s) The director(s) on our Board as appointed from time to time.
Equity Shares The equity shares of our Company of face value of ₹ 2/- each.
ESOP Scheme The employee stock option scheme of our Company namely, Dev Accelerator
Limited Employee Stock Option Plan – 2023 and as described in “Capital Structure
- Issue of Equity Shares under employee stock option schemes” on page 246.
Executive Director(s) Executive director(s) of our Company. For further details of the Executive Directors,
see “Our Management” on page 253.
Group Companies In terms of Regulation 2(1)(t) of the SEBI ICDR Regulations, the term “group
companies” includes companies with which there were related party transactions as
per Ind AS 24, and any other companies as considered material by the Board as per
the Materiality Policy, in accordance with the resolution dated July 07, 2025, passed
by the Board. For further details, see “Our Group Companies” on page 279.
Independent Director(s) Non-executive and independent director(s) of our Company who are eligible to be
appointed as independent director(s) under the provisions of the Companies Act,
2013 and the SEBI Listing Regulations. For details of the Independent Directors, see
“Our Management- Board of Directors” on page 253.
Independent Chartered The peer reviewed independent chartered accountant to our Company, namely, M/s
Accountant Bilimoria Mehta & Co., Chartered Accountants (firm registration number:101490W)
JLL Jones Lang Lasalle Property Consultants (India) Private Limited, appointed by our
Company pursuant to a consulting services agreement dated May 23, 2024, as
amended, for preparation of the JLL Report.
JLL Report Industry report titled “India’s Flex Space Market” dated July 25, 2025, prepared and
issued by JLL, pursuant to a consulting services agreement dated May 23, 2024, as
amended. The JLL Report shall be available on the website of our Company at
https://devx.work/blog/investor-relations/
The JLL Report has been exclusively commissioned and paid for by us in connection
with the Issue.
Joint Chief Financial Joint Chief financial officers of our Company, being Parin Shah and Parthiv Panchal.
Officer(s)/ Joint CFO(s) For further details, please see “Our Management – Key Managerial Personnel” on
page 268.
KMP/ Key Managerial Personnel Key managerial personnel of our Company in terms of Regulation 2(1)(bb) of the
SEBI ICDR Regulations and Section 2(51) of the Companies Act, 2013 and as further
described in “Our Management- Key Managerial Personnel and Senior
Management” on page 268.
Managing Director Managing director of our Company, being Umesh Satishkumar Uttamchandani. For
further details, please see “Our Management – Board of Directors” on page253.
Materiality Policy The policy adopted by our Board on July 07, 2025, for identification of: (a)
outstanding material litigation proceedings; (b) Group Companies; and (c) material
creditors, pursuant to the requirements of the SEBI ICDR Regulations and for the
purposes of disclosure in this Red Herring Prospectus and the Prospectus.
Material Subsidiary The material subsidiary of our Company in accordance with SEBI Listing
Regulations, namely: Neddle and Thread Designs LLP.
MoA/ Memorandum of The memorandum of association of our Company, as amended.
Association
Nomination and Remuneration The nomination and remuneration committee of our Board, constituted in accordance
Committee with the applicable provisions of the Companies Act, 2013, the SEBI Listing
Regulations and as described in “Our Management – Committees of the Board –
Nomination and Remuneration Committee” on page 265.
Non-Executive Director(s) The non-executive non-independent Director on our Board, namely, Yash Shah. For
7Term Description
further details see “Our Management – Board of Directors” on page 253.
Nominee Director Non-executive nominee director of our Company, namely, Jaimin Jagdishbhai Shah.
For further details see “Our Management – Board of Directors” on page 253.
Preference Shares 0.01% non-convertible, non-cumulative, non-participating, redeemable preference
shares of our Company of face value of ₹ 10/- each.
Promoters The promoters of our Company in terms of Regulation 2(1)(oo) of the SEBI ICDR
Regulations namely, Parth Naimeshbhai Shah, Umesh Satishkumar Uttamchandani,
Rushit Shardulkumar Shah, Jaimin Jagdishbhai Shah, Pranav Niranjan Pandya,
Amisha Jaimin Shah, Kruti Pranav Pandya and Dev Information Technology Limited
Promoter Group Persons and entities constituting the promoter group of our Company in terms of
Regulation 2(1)(pp) of the SEBI ICDR Regulations, as disclosed in “Our Promoters
and Promoter Group” on page 272.
Registered Office The registered office of our Company, situated at C-01, The First Commercial
Complex, behind Keshavbaug Party Plot, Vastrapur, Ahmedabad-380015, Gujarat,
India.
Registrar of Companies/ RoC The Registrar of Companies, Gujarat at Ahmedabad.
Restated Consolidated Financial The restated consolidated financial information of our Company, our Subsidiaries
Information / Restated and our Associates for the Financial Years ended March 31, 2025, March 31, 2024
Consolidated Financial and March 31, 2023, which comprises the restated consolidated statement of assets
Statements and liabilities as at March 31, 2025, March 31, 2024 and March 31, 2023, the restated
consolidated statement of profit and loss (including other comprehensive income),
the restated consolidated statement of changes in equity, the restated consolidated
statement of cash flow for the Financial Years ended March 31, 2025, March 31,
2024 and March 31, 2023 and the summary of significant accounting policies and
other explanatory information prepared in terms of the requirements of Section 26 of
Part I of Chapter III of the Companies Act, 2013, SEBI ICDR Regulations and the
Guidance Note on “Reports in Company Prospectuses (Revised 2019)” issued by
ICAI, as amended from time to time.
Senior Management/ Senior Senior management of our Company in terms of Regulation 2(1)(bbbb) of the SEBI
Management Personnel/ SMP ICDR Regulations and as further described in “Our Management-Key Managerial
Personnel and Senior Management” on page 268.
Shareholder(s) The holders of the Equity Shares of our Company whose names are entered into (i)
the register of members of our Company; or (ii) the records of a depository as a
beneficial owner of Equity Shares from time to time.
Stakeholders Relationship The stakeholders’ Relationship Committee of our Board, constituted in accordance
Committee with the applicable provisions of the Companies Act, 2013, the SEBI Listing
Regulations, guidelines issued by RBI from time to time and as described in “Our
Management – Board committees – Stakeholders’ Relationship Committee” on page
267.
Subsidiaries The subsidiaries of our Company as on the date of this Red Herring Prospectus, as
described in “Our Subsidiaries and Associates” on page 248.
For the purpose of financial information included in this Red Herring Prospectus,
“subsidiaries” would mean subsidiaries of our Company as at and for the relevant
Financial Year.
Whole–time Director(s) The Whole–time Director(s) of our Company, being Parth Naimeshbhai Shah and
Rushit Shardulkumar Shah. For further details, please see “Our Management – Board
of Directors” on page 253.
Issue related terms
Term Description
Abridged Prospectus Abridged prospectus means a memorandum containing such salient features of a
8Term Description
prospectus as may be specified by the SEBI in this behalf.
Acknowledgement Slip The slip or document issued by the relevant Designated Intermediary(ies) to a Bidder
as proof of registration of the Bid cum Application Form.
Allot/ Allotment/ Allotted Unless the context otherwise requires, allotment of Equity Shares pursuant to the
Issue.
Allotment Advice Note or advice or intimation of Allotment sent to the Bidders who have been or are
to be Allotted the Equity Shares after the Basis of Allotment has been approved by
the Designated Stock Exchange.
Allottee A successful Bidder to whom the Equity Shares are Allotted.
Anchor Investor A Qualified Institutional Buyer, applying under the Anchor Investor Portion in
accordance with the requirements specified in the SEBI ICDR Regulations and this
Red Herring Prospectus who has Bid for an amount of at least ₹100.00 million.
Anchor Investor Allocation The price at which Equity Shares will be allocated to Anchor Investors in terms of
Price this Red Herring Prospectus and the Prospectus, which will be decided by our
Company, in consultation with the BRLM, on the Anchor Investor Bidding Date.
Anchor Investor Application The application form used by an Anchor Investor to make a Bid in the Anchor
Form Investor Portion, and which will be considered as an application for Allotment in
terms of this Red Herring Prospectus and the Prospectus.
Anchor Investor Bidding Date Tuesday, September 09, 2025, being one Working Day prior to the Bid/Issue
Opening Date, on which Bids by Anchor Investors shall be submitted, prior to and
after which the BRLM will not accept any Bids from Anchor Investors, and
allocation to Anchor Investors shall be completed.
Anchor Investor Issue Price Final price at which the Equity Shares will be issued and Allotted to Anchor Investors
in terms of this Red Herring Prospectus and the Prospectus, which price will be equal
to or higher than the Issue Price but not higher than the Cap Price.
The Anchor Investor Issue Price will be decided by our Company, in consultation
with the BRLM.
Anchor Investor Portion Up to 60% of the QIB Portion which may be allocated by our Company in
consultation with the BRLM, to Anchor Investors on a discretionary basis, in
accordance with the SEBI ICDR Regulations.
One-third of the Anchor Investor Portion shall be reserved for domestic Mutual
Funds, subject to valid Bids being received from domestic Mutual Funds at or above
the Anchor Investor Allocation Price, in accordance with the SEBI ICDR
Regulations.
Anchor Investor Pay-in Date With respect to Anchor Investor(s), it shall be the Anchor Investor Bidding Date, and
in the event the Anchor Investor Allocation Price is lower than the Issue Price, not
later than two Working Days after the Bid/Issue Closing Date.
Application Supported by An application, whether physical or electronic, used by ASBA Bidders to make a Bid
Blocked Amount/ ASBA and authorize an SCSB to block the Bid Amount in the ASBA Account and will
include applications made by UPI Bidders using the UPI Mechanism where the Bid
Amount will be blocked upon acceptance of UPI Mandate Request by the UPI
Bidders using the UPI Mechanism.
ASBA Account A bank account maintained by an ASBA Bidder with a SCSB and specified in the
ASBA Form submitted by such ASBA Bidder in which funds will be blocked by
such SCSB to the extent of the specified in the ASBA Form submitted by such ASBA
Bidder and includes a bank account maintained by a UPI Bidder linked to a UPI ID,
which will be blocked by the SCSB upon acceptance of the UPI Mandate Request in
relation to a Bid by a UPI Bidder Bidding through the UPI Mechanism.
ASBA Bidders All Bidders except Anchor Investors.
ASBA Form An application form, whether physical or electronic, used by ASBA Bidders to
submit Bids which will be considered as the application for Allotment in terms of
this Red Herring Prospectus and the Prospectus.
Bankers to the Issue Collectively, the Escrow Collection Bank, Refund Bank, Sponsor Banks and Public
Issue Account Bank, as the case may be.
9Term Description
Basis of Allotment Basis on which Equity Shares will be Allotted to successful Bidders under the Issue,
as described in “Issue Procedure” on page 417.
Bid An indication to make an offer during the Bid/Issue Period by an ASBA Bidder
pursuant to submission of the ASBA Form, or on the Anchor Investor Bidding Date
by an Anchor Investor pursuant to submission of the Anchor Investor Application
Form, to subscribe to or purchase the Equity Shares at a price within the Price Band,
including all revisions and modifications thereto as permitted under the SEBI ICDR
Regulations.
The term “Bidding” shall be construed accordingly.
Bid Amount The highest value of optional Bids indicated in the Bid cum Application Form and
payable by the Bidder and, in the case of RIIs Bidding at the Cut off Price, the Cap
Price multiplied by the number of Equity Shares Bid for by such RIIs and mentioned
in the Bid cum Application Form and payable by the Bidder or blocked in the ASBA
Account of the ASBA Bidders, as the case maybe, upon submission of the Bid in the
Issue, as applicable.
However, Eligible Employees applying in the Employee Reservation Portion can
apply at the Cut off Price and the Bid Amount shall be Cap Price, multiplied by the
number of Equity Shares Bid for by such Eligible Employee and mentioned in the
Bid cum Application Form.
The maximum Bid Amount under the Employee Reservation Portion by an Eligible
Employee shall not exceed ₹ 0.50 million. However, the initial Allotment to an
Eligible Employee in the Employee Reservation Portion shall not exceed ₹ 0.20
million. Only in the event of an under- subscription in the Employee Reservation
Portion post the initial Allotment, such unsubscribed portion may be Allotted on a
proportionate basis to Eligible Employees Bidding in the Employee Reservation
Portion, for a value in excess of ₹ 0.20 million, subject to the total Allotment to an
Eligible Employee not exceeding ₹ 0.50 million in value.
Eligible Shareholders applying in the Shareholders Reservation Portion (subject to
the Bid Amount being up to ₹ 0.20 million) can apply at the Cut-off Price and the
Bid Amount shall be the Cap Price, multiplied by the number of Equity Shares Bid
for by such Eligible Shareholder and mentioned in the Bid cum Application Form.
Bid cum Application Form The Anchor Investor Application Form or the ASBA Form, as the context requires.
Bid Lot [●] Equity Shares and in multiples of [●] Equity Shares thereafter.
Bid/ Issue Closing Date Except in relation to any Bids received from the Anchor Investors, the date after
which the Designated Intermediaries will not accept any Bids, being Friday,
September 12, 2025, which shall be published in all editions of Business Standard (a
widely circulated English national daily newspaper), all editions of Business
Standard (a widely circulated Hindi national daily newspaper), and Ahmedabad
edition of Jai Hind (a widely circulated Gujarati daily newspaper, Gujarati being the
regional language of Gujarat, where our Registered Office is located). In case of any
revision, the extended Bid/ Issue Closing Date shall be widely disseminated by
notification to the Stock Exchanges, and also be notified on the websites of the
BRLM and at the terminals of the Syndicate Member and by intimation to the
Designated Intermediaries and the Sponsor Banks, which shall also be notified in an
advertisement in same newspapers in which the Bid/ Issue Opening Date was
published, as required under the SEBI ICDR Regulations.
Bid/Issue Opening Date Except in relation to any Bids received from the Anchor Investors, the date on which
the Designated Intermediaries shall start accepting Bids for the Issue, being
Wednesday, September 10, 2025, which shall be published in all editions of Business
Standard (a widely circulated English national daily newspaper), all editions of
Business Standard (a widely circulated Hindi national daily newspaper), and
Ahmedabad edition of Jai Hind (a widely circulated Gujarati daily newspaper,
Gujarati being the regional language of Gujarat, where our Registered Office is
located).
10Term Description
Bid/ Issue Period Except in relation to Bids by Anchor Investors, the period between the Bid/Issue
Opening Date and the Bid/Issue Closing Date, inclusive of both days, during which
prospective Bidders can submit their Bids, including any revisions thereof, in
accordance with the SEBI ICDR Regulations and in terms of this Red Herring
Prospectus. Provided that the Bidding shall be kept open for a minimum of three
Working Days for all categories of Bidders, other than Anchor Investors.
In cases of force majeure, banking strike or similar circumstances, our Company
may, for reasons to be recorded in writing, extend the Bid/Issue Period for a minimum
of 1 Working Day, subject to the Bid/Issue Period not exceeding 10 Working Days.
Bidder Any prospective investor who makes a Bid pursuant to the terms of this Red Herring
Prospectus and the Bid cum Application Form and unless otherwise stated or implied,
includes an Anchor Investor.
Bidding Centers Centers at which the Designated Intermediaries shall accept the ASBA Forms, i.e.,
Designated SCSB Branches for SCSBs, Specified Locations for Syndicate, Broker
Centers for Registered Brokers, Designated RTA Locations for RTAs and
Designated CDP Locations for CDPs.
Book Building Process Book building process, as provided in Part A, Schedule XIII of the SEBI ICDR
Regulations, in terms of which the Issue is being made
Book Running Lead Manager/ The book running lead manager to the Issue namely, Pantomath Capital Advisors
BRLM/ Manager Private Limited.
Broker Centers Broker Centers of the Registered Brokers where ASBA Bidders can submit the
ASBA Forms, provided that UPI Bidders may only submit ASBA Forms at such
broker Centers if they are Bidding using the UPI Mechanism. The details of such
broker Centers, along with the names and contact details of the Registered Brokers,
are available on the respective websites of the Stock Exchanges (www.bseindia.com
and www.nseindia.com)
CAN/ Confirmation of Notice or intimation of allocation of the Equity Shares sent to Anchor Investors, who
Allocation Note have been allocated the Equity Shares, on/after the Anchor Investor Bidding Date.
Cap Price The higher end of the Price Band, above which the Issue Price and the Anchor
Investor Issue Price will not be finalised and above which no Bids will be accepted,
including any revisions thereof. The Cap Price shall be at least 105% of the Floor
Price and shall be less than or equal to 120% of the Floor Price.
Cash Escrow and Sponsor The agreement dated August 26, 2025 entered into amongst our Company, the
Banks Agreement Registrar to the Issue, the BRLM, the Syndicate Member and Bankers to the Issue in
accordance with the UPI Circulars, collection of the Bid Amounts from Anchor
Investors, transfer of funds to the Public Issue Account and where applicable
remitting refunds, if any, to Bidders, on the terms and conditions thereof.
Client ID Client identification number maintained with one of the Depositories in relation to
the Bidder’s beneficiary account.
Collecting Depository A depository participant as defined under the Depositories Act, 1996, registered with
Participant/ CDP SEBI and who is eligible to procure Bids at the Designated CDP Locations in terms
of the SEBI circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10,
2015, and the SEBI UPI Circulars, issued by SEBI and as per the list available on the
websites of BSE and NSE.
Collecting Registrar and Share Registrar and share transfer agents registered with SEBI and eligible to procure Bids
Transfer Agents/ CRTAs at the Designated RTA Locations in terms of, among others, SEBI circular no.
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, issued by SEBI.
Cut-off Price Issue Price, finalised by our Company, in consultation with the BRLM, which shall
be any price within the Price Band.
Only Retail Individual Investors Bidders bidding in the Retail Portion, Eligible
Employees bidding in the Employee Reservation Portion and Eligible Shareholders
bidding in the Shareholders’ Reservation Portion are entitled to Bid at the Cut-off
Price. QIBs (including Anchor Investors) and Non-Institutional Investors are not
entitled to Bid at the Cut-off Price.
Demographic Details Details of the Bidders including the Bidder’s address, name of the Bidder’s
father/husband, investor status, occupation and bank account details and UPI ID,
11Term Description
where applicable.
Designated CDP Locations Such locations of the CDPs where Bidders (other than Anchor Investors) can submit
the ASBA Forms. The details of such Designated CDP Locations, along with names
and contact details of the Collecting Depository Participants eligible to accept ASBA
Forms are available on the respective websites of the Stock Exchanges
(www.bseindia.com and www.nseindia.com ).
Designated Date The date on which funds are transferred from the Escrow Account and the amounts
blocked are transferred from the ASBA Accounts, as the case may be, and the
instructions are issued to the SCSBs (in case of UPI Bidders using UPI Mechanism,
instruction issued through the Sponsor Banks) for the transfer of amounts blocked by
the SCSBs in the ASBA Accounts to the Public Offer Account or the Refund
Account, as the case may be, to the Public Issue Account or the Refund Account, as
appropriate, in terms of this Red Herring Prospectus and the Prospectus, after the
finalisation of the Basis of Allotment in consultation with the Designated Stock
Exchange, following which Equity Shares may be Allotted to successful Bidders in
the Issue.
Designated Intermediaries In relation to ASBA Forms submitted by UPI Bidders (not using the UPI Mechanism)
authorizing an SCSB to block the Bid Amount in the ASBA Account, Designated
Intermediaries shall mean SCSBs.
In relation to ASBA Forms submitted by UPI Bidders where the Bid Amount will be
blocked upon acceptance of UPI Mandate Request by such UPI Bidders using the
UPI Mechanism, Designated Intermediaries shall mean Syndicate, sub-syndicate,
Registered Brokers, CDPs and RTAs.
In relation to ASBA Forms submitted by RIIs, Eligible Employees and Non-
Institutional Bidders Bidding with an application size of up to ₹ 0.50 million (not
using the UPI Mechanism) by authorising SCSB to block the Bid Amount in the
ASBA Account, Designated Intermediaries shall mean SCSBs.
In relation to ASBA Forms submitted by QIBs and NIIs (not using the UPI
Mechanism), Designated Intermediaries shall mean SCSBs, Syndicate, sub-
syndicate, Registered Brokers, CDPs and CRTAs.
Designated RTA Locations Such locations of the CRTAs where Bidders (other than Anchor Investors) can
submit the ASBA Forms to CRTAs.
The details of such Designated CRTA Locations, along with names and contact
details of the CRTAs eligible to accept ASBA Forms are available on the respective
websites of the Stock Exchanges (www.bseindia.com and www.nseindia.com ) and
updated from time to time.
Designated SCSB Branches Such branches of the SCSBs which shall collect the ASBA Forms, a list of which is
available on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes or at such other
website as may be prescribed by SEBI from time to time .
Designated Stock Exchange NSE
Draft Red Herring Prospectus/ The draft red herring prospectus dated March 30, 2025, filed with SEBI and Stock
DRHP Exchanges and issued in accordance with the SEBI ICDR Regulations, which did not
contain complete particulars of the price at which the Equity Shares will be Allotted
and the size of the Issue.
Eligible FPI(s) FPIs that are eligible to participate in this Issue in terms of applicable laws.
Eligible NRI(s) A non-resident Indian, under Schedule 3 and Schedule 4 of the FEMA Rules,
resident in a jurisdiction outside India where it is not unlawful to make an offer or
invitation under the Issue and in relation to whom this Red Herring Prospectus and
the Bid Cum Application Form constitutes an invitation to subscribe or purchase for
the Equity Shares.
Eligible Employees All or any of the following:
(i) Permanent employees of our Company, our corporate Promoter, Dev
12Term Description
Information Technology Limited, or of our Subsidiaries, as may be decided
(excluding such employees not eligible to invest in the Issue under applicable
laws, rules, regulations and guidelines), as on the date of filing of this Red
Herring Prospectus with the RoC and who continues to be a permanent
employee of our Company, our corporate Promoter, Dev Information
Technology Limited, or our Subsidiaries, as applicable, until the submission of
the Bid cum Application Form and have been based, working and present in
India or abroad; and
(ii) a Director of our Company (excluding such Directors who are not eligible to
invest in the Issue under applicable laws), whether whole time Director or not,
who is eligible to apply under the Employee Reservation Portion under
applicable law as on the date of filing of this Red Herring Prospectus with the
RoC and who continues to be a Director of our Company, until the submission
of the Bid cum Application Form, but not including (i) Promoters; (ii) members
of the Promoter Group; and (iii) Directors who either themselves or through
their relatives or through any body corporate, directly or indirectly, hold more
than 10% of the outstanding Equity Shares of our Company.
Eligible Shareholders Individuals and HUFs who are public equity shareholders of our corporate Promoter,
Dev Information Technology Limited, excluding such other persons not eligible to
invest in the Issue under applicable laws, rules, regulations and guidelines, as on the
date of this Red Herring Prospectus. The maximum Bid Amount under the
Shareholders Reservation Portion by an Eligible Shareholder could not exceed ₹ 0.20
million. Eligible Shareholders applying in the Shareholders Reservation Portion can
apply at the Cut-off Price and the Bid Amount, in that case, will be the Cap Price,
multiplied by the number of Equity Shares Bid for by such Eligible Shareholder and
mentioned in the Bid cum Application Form.
Employee Reservation The portion of the Issue being up to 164,500 Equity Shares of face value of ₹ 2 each,
Portion aggregating to ₹ [•] million available for allocation to Eligible Employees, on a
proportionate basis, constituting [•]% of the post-Issue paid-up Equity Share capital
of our Company.
Escrow Account Accounts opened with the Escrow Collection Bank and in whose favour the Anchor
Investors will transfer money through direct credit/NEFT/RTGS/NACH in respect of
the Bid Amount when submitting a Bid.
Escrow Collection Bank The Bank which is a clearing member and registered with SEBI as a banker to an
issue under the SEBI BTI Regulations and with whom the Escrow Accounts will be
opened, in this case being Kotak Mahindra Bank Limited.
First/Sole Bidder Bidder whose name shall be mentioned in the Bid cum Application Form or the
Revision Form and in case of joint Bids, whose name shall also appear as the first
holder of the beneficiary account held in joint names.
Floor Price The lower end of the Price Band, subject to any revision(s) thereto, at or above which
the Issue Price and the Anchor Investor Issue Price will be finalised and below which
no Bids will be accepted.
Fugitive Economic Offender An individual who is declared a fugitive economic offender under Section 12 of the
Fugitive Economic Offenders Act, 2018.
Fresh Issue The fresh issue of up to 23,500,000 Equity Shares of face value of ₹ 2/- each for cash
at a price of ₹ [●] each (including a share premium of ₹ [●] each), aggregating up to
₹ [●] million.
General Information Document The General Information Document for investing in public offers, prepared and
or GID issued in accordance with the SEBI circular (SEBI/HO/CFD/DIL1/CIR/P/2020/37)
dated March 17, 2020, issued by SEBI, suitably modified and updated pursuant to,
among others, the UPI Circulars and any subsequent circulars or notifications issued
by SEBI from time to time. The General Information Document shall be available on
the websites of the Stock Exchanges and the BRLM.
Gross Proceeds The gross proceeds of the Fresh Issue that will be available to our Company.
ISIN International Securities Identification Number of our Company being
INE0VOV01021.
13Term Description
Issue/Offer The initial public offering of up to 23,500,000 Equity Shares of face value of ₹ 2/-
each for cash at a price of ₹ [●] each (including a share premium of ₹ [●] each),
aggregating up to ₹ [●] million by our Company. The Issue comprises the Net Issue,
the Employee Reservation Portion and Shareholders’ Reservation Portion.
Issue Agreement The agreement dated March 30, 2025 amongst our Company and the BRLM,
pursuant to which certain arrangements are agreed to in relation to the Issue.
Issue Price ₹ [●] per Equity Share, being the final price within the Price Band, at which Equity
Shares will be Allotted to successful Bidders, other than Anchor Investors as
determined in accordance with the Book Building Process and determined by our
Company, in consultation with the Book Running Lead Manager, in terms of this
Red Herring Prospectus and the Prospectus on the Pricing Date. Equity Shares will
be Allotted to Anchor Investors at the Anchor Investor Issue Price in terms of this
Red Herring Prospectus and the Prospectus.
The Issue Price will be decided by our Company, in consultation with the BRLM on
the Pricing Date, in accordance with the Book Building Process and in terms of this
Red Herring Prospectus.
Issue Proceeds The proceeds of the Issue which shall be available to our Company. For further
information about use of the Issue Proceeds, see “Objects of the Issue” on page 126.
Mobile App(s) The mobile applications listed on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43
or such other website as may be updated from time to time, which may be used by
UPI Bidders to submit Bids using the UPI Mechanism.
Monitoring Agency Infomerics Valuation and Rating Ltd.
Monitoring Agency Agreement The agreement dated August 26, 2025 entered into between our Company and the
Monitoring Agency.
Mutual Fund Portion The portion of the Issue being 5% of the Net QIB Portion consisting of [●] Equity
Shares which shall be available for allocation to Mutual Funds only on a
proportionate basis, subject to valid Bids being received at or above the Issue Price.
Mutual Funds Mutual funds registered with SEBI under the Securities and Exchange Board of India
(Mutual Funds) Regulations, 1996.
Net QIB Portion The portion of the QIB Portion less the number of Equity Shares Allotted to the
Anchor Investors.
Net Issue The Issue less the Employee Reservation Portion and the Shareholders’ Reservation
Portion.
Net Proceeds Proceeds of the Issue less Issue related expenses. For further details regarding the use
of the Net Proceeds and the Issue expenses, see “Objects of the Issue” beginning on
page 126.
Non-Institutional Bidders/ Non- All Bidders that are not QIBs or Retail Individual Investors, Eligible Employees
Institutional Investors/ NIIs Bidding in the Employee Reservation Portion or Eligible Shareholders Bidding in the
Shareholders Reservation Portion and who have Bid for Equity Shares for an amount
more than ₹ 0.20 million (but not including NRIs other than Eligible NRIs).
Non-Institutional Portion The portion of the Issue being not more than 15% of the Net Issue, consisting of [●]
Equity Shares, which shall be available for allocation to Non-Institutional Investors
in accordance with the SEBI ICDR Regulations, subject to valid Bids being received
at or above the Issue Price, out of which i) one third shall be reserved for Bidders
with Bids exceeding ₹ 0.20 million up to ₹ 1.00 million; and ii) two-thirds shall be
reserved for Bidders with Bids exceeding ₹ 1.00 million.
Provided that the unsubscribed portion in either of the sub-categories specified in
clauses (i) or (ii), may be allocated to applicants in the other sub-category of Non-
Institutional Bidders.
Non-Resident/NR A person resident outside India, as defined under FEMA and includes NRIs, FPIs
and FVCIs.
Pantomath Pantomath Capital Advisors Private Limited.
Price Band Price band of a minimum price of ₹ [●] per Equity Share (Floor Price) and the
14Term Description
maximum price of ₹ [●] per Equity Share (Cap Price) including any revisions thereof.
The Cap Price shall be at least 105% of the Floor Price and shall be less than or equal
to 120% of the Floor Price. The Price Band and the minimum Bid Lot for the Issue
will be decided by our Company, in consultation with the BRLM, and will be
advertised in all editions of Business Standard (a widely circulated English national
daily newspaper), all editions of Business Standard (a widely circulated Hindi
national daily newspaper) and Ahmedabad edition of Jai Hind (a widely circulated
Gujarati daily newspaper, Gujarati being the regional language of Gujarat, where our
Registered Office is situated) at least two Working Days prior to the Bid/Issue
Opening Date, with the relevant financial ratios calculated at the Floor Price and at
the Cap Price, and shall be made available to the Stock Exchanges for the purpose
of uploading on their respective websites.
Pricing Date The date on which our Company, in consultation with the BRLM, will finalise the
Issue Price.
Prospectus The Prospectus to be filed with the RoC in accordance with the Companies Act, 2013,
and the SEBI ICDR Regulations containing, inter alia, the Issue Price that is
determined at the end of the Book Building Process, the size of the Issue and certain
other information, including any addenda or corrigenda thereto.
Public Issue Account Bank account opened with the Public Issue Account Bank under Section 40(3) of the
Companies Act, 2013, to receive monies from the Escrow Account and ASBA
Accounts on the Designated Date.
Public Issue Account Bank The bank which is a clearing member and registered with SEBI as a banker to an
issue, and with whom the Public Issue Account is opened for collection of Bid
Amounts from Escrow Account and ASBA Accounts on the Designated Date, in this
case being ICICI Bank Limited.
QIB Category/ QIB Portion The portion of the Issue (including the Anchor Investor Portion) being not less than
75% of the Net Issue, consisting of [●] Equity Shares aggregating to ₹ [●] million
which shall be Allotted to QIBs (including Anchor Investors) on a proportionate
basis, including the Anchor Investor Portion (in which allocation shall be on a
discretionary basis, as determined by our Company, in consultation with the BRLM),
subject to valid Bids being received at or above the Issue Price.
Qualified Institutional Buyers/ Qualified institutional buyers as defined under Regulation 2(1)(ss) of the SEBI ICDR
QIBs/ QIB Bidders Regulations.
Red Herring Prospectus/ RHP This red herring prospectus dated September 02, 2025 issued in accordance with
Section 32 of the Companies Act, 2013 and the provisions of the SEBI ICDR
Regulations, which does not have complete particulars of the price at which the
Equity Shares will be offered and the size of the Issue including any addenda or
corrigenda thereto.
The Bid/ Issue Opening Date shall be at least three Working Days after the filing of
Red Herring Prospectus with the RoC. This Red Herring Prospectus will become the
Prospectus upon filing with the RoC after the Pricing Date, including any addenda or
corrigenda thereto.
Refund Account The account opened with the Refund Bank, from which refunds, if any, of the whole
or part of the Bid Amount to the Anchor Investors shall be made.
Refund Bank The Banker to the Issue which is a clearing member registered with SEBI under the
SEBI BTI Regulations with whom the Refund Account is opened, in this case being
Kotak Mahindra Bank Limited.
Registered Brokers Stockbrokers registered with the stock exchanges having nationwide terminals, other
than the members of the Syndicate and eligible to procure Bids in terms of SEBI
circular number CIR/CFD/14/2012 dated October 4, 2012, and the UPI Circulars,
issued by SEBI.
Registrar Agreement The agreement dated March 29, 2025 between our Company and the Registrar to the
Issue in relation to the responsibilities and obligations of the Registrar to the Issue
pertaining to the Issue.
Registrar to the Issue/ Registrar KFIN Technologies Limited
Retail Individual Bidders/ Individual Bidders, who have Bid for the Equity Shares for an amount not more than
15Term Description
Retail Individual Investors(s)/ ₹ 0.20 million in any of the bidding options in the Issue (including HUFs applying
RII(s)/ RIB(s) through their Karta and Eligible NRIs and does not include NRIs other than Eligible
NRIs).
Retail Portion The portion of the Issue being not more than 10% of the Net Issue consisting of [●]
Equity Shares aggregating to ₹ [●] million, which shall be available for allocation to
Retail Individual Investors in accordance with the SEBI ICDR Regulations, subject
to valid Bids being received at or above the Issue Price.
Revision Form Form used by the Bidders to modify the quantity of the Equity Shares or the Bid
Amount in any of their ASBA Form(s) or any previous Revision Form(s).
QIB Bidders and Non-Institutional Investors and Eligible Shareholders Bidding
under the Shareholders Reservation Portion for a Bid Amount of more than ₹ [•]
million are not allowed to withdraw or lower their Bids (in terms of quantity of Equity
Shares or the Bid Amount) at any stage. Retail Individual Investors, Eligible
Employees bidding in the Employee Reservation Portion and Eligible Shareholders
bidding in the Shareholders’ Reservation Portion can revise their Bids during the
Bid/Issue Period and withdraw their Bids until Bid/Issue Closing Date.
SCORES Securities and Exchange Board of India Complaints Redress System.
Shareholders’ Reservation Reservation of up to 329,000 Equity Shares of face value of ₹2 each, available for
Portion allocation to Eligible Shareholders, on a proportionate basis. Such portion shall not
exceed 10% of the size of the Issue
Self-Certified Syndicate (i) The banks registered with SEBI, offering services in relation to ASBA (other
Bank(s)/ SCSB(s) than through UPI Mechanism), a list of which is available on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34
or
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35
, as applicable, or such other website as updated from time to time, and
(ii) The banks registered with SEBI, enabled for UPI Mechanism, a list of which is
available on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40
and
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&int
mId=43)or such other website as updated from time to time.
Specified Locations Bidding Centers where the Syndicate shall accept ASBA Forms from Bidders, a list
of which will be included in the Bid cum Application Form.
Sponsor Banks The Bankers to the Issue registered with SEBI, which have been appointed by our
Company to act as a conduit between the Stock Exchanges and NPCI in order to push
the UPI Mandate Request and/or payment instructions of the UPI Bidders using the
UPI and carry out other responsibilities, in terms of the UPI Circulars, in this case
being ICICI Bank Limited and Kotak Mahindra Bank Limited.
Stock Exchanges Collectively, BSE Limited and National Stock Exchange of India Limited.
Sub-syndicate Members The sub syndicate members, if any, appointed by the BRLM and the Syndicate
Member, to collect ASBA Forms and Revision Forms.
Syndicate Agreement The agreement dated August 26, 2025 entered into amongst our Company, the
BRLM, the Syndicate Member and the Registrar, in relation to collection of Bids by
the Syndicate.
Syndicate Member Intermediaries (other than the BRLM) registered with SEBI who are permitted to
carry out activities in relation to collection of Bids and as underwriters, namely, Asit
C. Mehta Investment Interrmediates Limited.
Syndicate/ members of the Together, the BRLM and the Syndicate Member.
Syndicate
Systemically Important Non- Systemically important non-banking financial company as defined under Regulation
Banking Financial Company/ 2(1)(iii) of the SEBI ICDR Regulations.
NBFC-SI
Underwriters [●]
Underwriting Agreement The agreement dated [●] to be entered into amongst the Underwriters and our
16Term Description
Company on or after the Pricing Date, but prior to filing of the Prospectus with RoC.
UPI Unified Payments Interface, which is an instant payment mechanism, developed by
NPCI.
UPI Bidder(s) Collectively, individual investors applying as (i) Retail Individual Investors in the
Retail Portion,, (ii) Eligible Employees Bidding in Employee Reservation Portion;
(iii) Eligible Shareholders Bidding in the Shareholders Reservation Portion; and (iv)
individuals applying as Non-Institutional Investors with a Bid Amount of up to ₹ 0.50
million in the Non-Institutional Portion and Bidding under the UPI Mechanism
through ASBA Form(s) submitted with Syndicate Member, Registered Brokers,
Collecting Depository Participants and Collecting Registrar and Share Transfer
Agents.
Pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5,
2022, all individual investors applying in public issues where the application amount
is up to ₹ 0.50 million shall use UPI and shall provide their UPI ID in the bid-cum-
application form submitted with: (i) a syndicate member, (ii) a stock broker registered
with a recognized stock exchange (whose name is mentioned on the website of the
stock exchange as eligible for such activity), (iii) a depository participant (whose
name is mentioned on the website of the stock exchange as eligible for such activity),
and (iv) a registrar to an issue and share transfer agent (whose name is mentioned on
the website of the stock exchange as eligible for such activity).
UPI Circulars SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, RTA
Master Circular (to the extent that such circular pertains to the UPI Mechanism),
SEBI Master Circular and any subsequent circulars or notifications issued by SEBI
and Stock Exchanges in this regard along with the circular issued by the NSE having
reference no. 252/2022 dated August 3, 2022 and the circular issued by BSE having
reference no. 20220722-30 dated July 22, 2022 and reference no. 20220803-40 dated
August 3, 2022 and any subsequent circulars or notifications issued by SEBI and
Stock Exchanges in this regard.
UPI ID ID created on Unified Payment Interface (UPI) for single-window mobile payment
system developed by the NPCI.
UPI Mandate Request A request (intimating the UPI Bidders, by way of a notification on the UPI linked
mobile application as disclosed by SCSBs on the website of SEBI and by way of an
SMS directing the UPI Bidders to such UPI linked mobile application) to the UPI
Bidders using the UPI Mechanism initiated by the Sponsor Banks to authorize
blocking of funds equivalent to the Bid Amount in the relevant ASBA Account
through the UPI linked mobile application, and the subsequent debit of funds in case
of Allotment.
UPI Mechanism The Bidding mechanism that may be used by UPI Bidders to make Bids in the Issue
in accordance with UPI Circulars.
UPI PIN Password to authenticate UPI transaction.
Wilful Defaulter or Fraudulent Wilful defaulter or a fraudulent borrower as defined under Regulation 2(1)(lll) of the
Borrower SEBI ICDR Regulations.
Working Day All days on which commercial banks in Mumbai, India are open for business,
provided however, for the purpose of announcement of the Price Band and the
Bid/Issue Period, “Working Day” shall mean all days, excluding all Saturdays,
Sundays and public holidays on which commercial banks in Mumbai, India are open
for business and the time period between the Bid/Issue Closing Date and listing of
the Equity Shares on the Stock Exchanges, “Working Day” shall mean all trading
days of the Stock Exchanges excluding Sundays and bank holidays in India in
accordance with circulars issued by SEBI, including UPI Circulars.
Conventional and general terms and abbreviations
Term Description
A/c Account
AGM Annual general meeting
17Term Description
AIF Alternate Investment Fund
AY Assessment Year
BSE BSE Limited
CAGR Compounded Annual Growth Rate
Category I AIF AIFs registered as “Category I alternative investment funds” under the SEBI AIF
Regulations.
Category I FPIs FPIs registered as “Category I foreign portfolio investors” under the SEBI FPI
Regulations.
Category II AIF AIF AIFs registered as “Category II alternative investment funds” under the SEBI
AIF Regulations.
Category II FPIs FPIs registered as “Category II foreign portfolio investors” under the SEBI FPI
Regulations.
Category III AIF AIFs registered as “Category III alternative investment funds” under the SEBI AIF
Regulations.
Calendar Year or year Unless the context otherwise requires, shall refer to the twelve-month period ending
December 31.
CDSL Central Depository Services (India) Limited
CIN Corporate Identity Number
Companies Act, 1956 Companies Act, 1956, and the rules, regulations, notifications, modifications and
clarifications made thereunder, as the context requires.
Companies Act, 2013/ Companies Act, 2013 and the rules, regulations, notifications, modifications and
Companies Act clarifications thereunder.
Consolidated FDI Policy The consolidated FDI Policy, effective from October 15, 2020, issued by the DPIIT,
and any amendments or substitutions thereof, issued from time to time.
COVID-19 A public health emergency of international concern as declared by the World Health
Organization on January 30, 2020, and a pandemic on March 11, 2020.
CSR Corporate Social Responsibility
Demat Dematerialised.
Depositories Act Depositories Act, 1996 read with the rules and regulations thereunder.
Depository or Depositories NSDL and CDSL.
DIN Director Identification Number.
DP ID Depository Participant’s Identification Number.
DP/ Depository Participant A depository participant as defined under the Depositories Act.
DPIIT The Department for Promotion of Industry and Internal Trade, Ministry of
Commerce and Industry, Government of India.
EGM Extraordinary general meeting.
FDI Foreign direct investment.
FEMA Foreign Exchange Management Act, 1999, including the rules and regulations
thereunder.
FEMA Rules Foreign Exchange Management (Non-debt Instruments) Rules, 2019, as amended.
Financial Year, Fiscal, FY/ F.Y. Period of twelve months ending on March 31 of that particular year, unless stated
otherwise.
FI Financial institutions.
Flex Flexible workspace
FPI(s) A foreign portfolio investor who has been registered pursuant to the SEBI FPI
Regulations.
FVCI Foreign Venture Capital Investors (as defined under the Securities and Exchange
Board of India (Foreign Venture Capital Investors) Regulations, 2000) registered
with SEBI.
GoI / Central Government Government of India
GST Goods and services tax
18Term Description
HUF Hindu undivided family
ICAI The Institute of Chartered Accountants of India
IFRS International Financial Reporting Standards.
Ind AS Accounting Standards notified under Section 133 of the Companies Act, 2013 read
with the Companies (Indian Accounting Standards) Rules, 2015, as amended.
Ind AS Rules Companies (Indian Accounting Standards) Rules, 2015.
Indian GAAP Generally Accepted Accounting Principles in India, being, accounting principles
generally accepted in India including the accounting standards specified under
Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies
(Accounts) Rules, 2014, as amended.
IPO Initial public offer
IT Information technology
IT Act The Information Technology Act, 2000
I.T. Act The Income Tax Act, 1961
KPI Key Performance Indicators
MCA Ministry of Corporate Affairs, Government of India
MCLR Marginal cost of fund-based lending rate
Mn/ mn Million
N.A. or NA Not applicable
NACH National Automated Clearing House
NAV Net asset value
NCDs Non-convertible debentures
NEFT National electronic fund transfer
Non-Resident A person resident outside India, as defined under FEMA
NPCI National Payments Corporation of India
NRE Account Non-resident external account established in accordance with the Foreign Exchange
Management (Deposit) Regulations, 2016.
NRI/ Non-Resident Indian A person resident outside India who is a citizen of India as defined under the Foreign
Exchange Management (Deposit) Regulations, 2016 or is an ‘Overseas Citizen of
India’ cardholder within the meaning of section 7(A) of the Citizenship Act, 1955.
NRO Account Non-resident ordinary account established in accordance with the Foreign Exchange
Management (Deposit) Regulations, 2016.
NSDL National Securities Depository Limited
NSE National Stock Exchange of India Limited
OCB/ Overseas Corporate Body A company, partnership, society or other corporate body owned directly or indirectly
to the extent of at least 60% by NRIs including overseas trusts in which not less than
60% of the beneficial interest is irrevocably held by NRIs directly or indirectly and
which was in existence on October 3, 2003, and immediately before such date had
taken benefits under the general permission granted to OCBs under the FEMA.
OCBs are not allowed to invest in the Issue.
P/E Ratio Price/earnings ratio
PAN Permanent account number allotted under the I.T. Act
R&D Research and development
RBI Reserve Bank of India
REITs Real Estate Investment Trusts
Regulation S Regulation S under the U.S. Securities Act
RONW Return on net worth
Rs. / Rupees/ ₹ / INR Indian Rupees
RTGS Real time gross settlement
SCRA Securities Contracts (Regulation) Act, 1956
19Term Description
SCRR Securities Contracts (Regulation) Rules, 1957
SEBI Securities and Exchange Board of India constituted under the SEBI Act
SEBI Act Securities and Exchange Board of India Act, 1992.
SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investment Funds) Regulations,
2012.
SEBI BTI Regulations Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994
SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations,
2019.
SEBI FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investors)
Regulations, 2000.
SEBI ICDR Master Circular SEBI master circular no. SEBI/HO/CFD/PoD-1/P/CIR/2024/0154 dated November
11, 2024.
SEBI ICDR Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018.
SEBI Insider Trading Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
Regulations 2015.
SEBI Listing Regulations Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
SEBI Merchant Bankers Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992.
Regulations
SEBI RTA Master Circular SEBI master circular for Registrars to an Issue and Share Transfer Agents (bearing
reference no. SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/91, dated June 23, 2025
(including to the extent it pertains to the UPI Mechanism)
SEBI Mutual Funds Regulations Securities and Exchange Board of India (Mutual Funds) Regulations, 1996.
SEBI SBEB Regulations Securities and Exchange Board of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021.
SEBI Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011.
SEBI VCF Regulations Securities and Exchange Board of India (Venture Capital Fund) Regulations, 1996
as repealed pursuant to SEBI AIF Regulations.
sq. ft. Square feet
State Government Government of a state of India.
STT Securities Transaction Tax.
U. S. Securities Act United States Securities Act of 1933, as amended.
US GAAP Generally Accepted Accounting Principles in the United States of America.
USA/ U.S. / US The United States of America.
USD / U.S.$ United States Dollars.
VAT Value added tax.
VCFs Venture capital funds as defined in, and registered with SEBI under, the SEBI VCF
Regulations or the SEBI AIF Regulations, as the case may be.
WACA Weighted Average Cost of Acquisition.
Technical, Industry and Business Related Terms or Abbreviations
Term Description
Ahmedabad Center 1 Center 1 located at Vastrapur, Ahmedabad, Gujarat - 380015, India.
Ahmedabad Center 2 Center 2 located at Vastrapur, Ahmedabad, Gujarat - 380015, India.
Ahmedabad Center 3 Center 3 located at Science City Road, Ahmedabad, Gujarat - 380060, India.
Ahmedabad Center 4 Center 4 located at Vastrapur, Ahmedabad, Gujarat - 380015, India.
Ahmedabad Center 5 Center 5 located in Bodakdev, Ahmedabad, Gujarat - 380054, India.
Ahmedabad Center 6 Center 6 located at Vastrapur, Ahmedabad, Gujarat - 380015, India.
20Term Description
Ahmedabad Center 7 Center 7 located at Vastrapur, Ahmedabad, Gujarat - 380015, India.
Ahmedabad Center 8 Center 8 located at Gandhinagar, Ahmedabad, Gujarat - 382355, India.
Capital Employed indicates the amount of capital investment a business uses to
Capital Employed
operate and provides an indication of how a company is investing its money.
Center(s) Any facility (floor or entire building) with or without shared amenities or services
run by any flex space operator.
It is used to measure the financial leverage of our Company and provides comparison
Debt / Equity
benchmarks against peers.
EBITDA EBITDA provides information regarding the operational efficiency of the business.
EBITDA Margin % EBITDA Margin is EBITDA divided by Revenue from Operations.
Flex space/workspace A flexible workspace is a comprehensive real estate solution provided by an operator
to accommodate the needs of end-users. It offers fully furnished spaces that are
equipped with necessary amenities and services, with potential built flexibilities
around design, lease terms, configurations, and locations.
Flex Stock The square footage of flexible workspaces that are operational and can be occupied
by tenants. It includes both occupied and vacant spaces in such buildings. It does not
include space in buildings that are either planned, under construction or under
renovation.
Gandhinagar Center 1 Center 1 located at Gandhinagar, Gujarat - 382355, India.
Global Capability Centre (GCC) A Global Capability Centre (GCC) is a specialized operational unit established by a
multinational company in a specific location, typically in a lower-cost region, to
centralize and consolidate certain business functions, processes, and capabilities.
These centres are strategically designed to leverage the advantages of the location,
such as skilled labour, cost efficiencies, and regional expertise.
Grade A Grade A buildings are high quality commercial properties that typically feature
modern construction and design, high quality finishes and materials, efficient floor
plans and layouts, advanced technological infrastructure, and superior building
systems. They are well-maintained, professionally managed, and offer a range of
amenities as well as facilities.
Grade A+ Grade A+ buildings are a subset of the Grade A universe and are office assets of the
highest quality. These have been identified based on project quality assessment,
project age & upkeep, tenant quality, current rent and rental growth, sustainability
certifications and other relevant factors.
Gross Leasing Gross leasing refers to all lease transactions recorded during the period, including
confirmed pre-commitments, but does not include term renewals. Deals in the
discussion stage are not included.
HNI High Net Worth Individuals.
Hybrid Working Hybrid working refers to a work arrangement where employees have the flexibility
to divide their time between working remotely and working from a designated
physical workspace, such as an office.
Hyderabad Center 1 Center 1 located at Kondapur, Hyderabad, Telangana - 500081, India.
Hyderabad Center 2 Center 2 located at Banjara Hills, Hyderabad, Telangana - 500034, India.
Indore Center 1 Center 1 located at A.B. Road, Indore, Madhya Pradesh - 452011, India.
Jaipur Center 1 Center 1 located at Vaishali Nagar, Jaipur, Rajasthan - 302001, India.
Jaipur Center 2 Center 2 located at Malviya Nagara, Jaipur, Rajasthan - 302017, India
Institutional Institutional includes all institutionally invested projects, whether owned fully or
partially. It also includes the stock held under REITs.
ISO The International Organization For Standardization.
ITES Information Technology Enabled Services.
Large corporates/enterprises All companies, which do not fall under the definition of a Start-up or SME.
LoI Letter of Intent.
Mumbai Center 1 Center 1 located at Andheri East, Mumbai, Maharashtra - 400065, India.
Mumbai Center 2 Center 2 located at Andheri East, Mumbai, Maharashtra - 400047, India.
21Term Description
Multi-National Corporation Companies headquartered outside India, operating in more than one country, and
(MNC) having a global presence.
Net Absorption Net absorption is calculated as the new floor space occupied less floor space vacated.
Floor space that is pre-committed is not considered to be absorbed until it is
physically occupied.
Noida Center 1 Center 1 located at Sector 62, Noida, Uttar Pradesh - 201031, India.
Noida Center 2 Center 2 located at Sector 62, Noida, Uttar Pradesh - 201309, India.
Noida Center 3 Center 3 located at Sector 125, Noida, Uttar Pradesh - 201309, India
Number of Capacity Seats in Capacity seats is the maximum number of Seats available across all our Operational
Operational Centers Centers.
Number of Occupied Seats in Total number of Seats contracted in our operational Centers.
Operational Centers
Occupancy rate in Operational The percentage of Number of Occupied Seats in Operational Centers divided by the
Centers Capacity seats in Operational Centers.
Opco/Propco Operating Company-Property Company.
Operational Super Built- Up Operational Super Built-up Area indicates the total area of Centers for which we have
Area signed contracts with the space owners.
Operational Cities Operational Cities indicates the total number of cities in which we have geographic
presence via Centers that are operational.
Operational Centers Operational Centers refers to the total number of individual operational centers
for which we have signed contracts with the space owners and the Centers are ready
for clients to start availing our services.
Proposed Centers Collectively, the following 4 (four) new Centers which are proposed to be set-up and
funded out of the Net Proceeds:
(i) Proposed Ahmedabad Center 9,
(ii) Proposed Ahmedabad Center 10,
(iii) Proposed Chennai Center 1, and
(iv) Proposed Pune Center 5.
For details, see “Objects of the Issue - Capital expenditure for fit-outs in the Proposed
Centers” on page 128.
Proposed Ahmedabad Center 9 Center 9 proposed to be set up in Ahmedabad, Gujarat -380058, India.
Proposed Ahmedabad Center 10# Center 10 proposed to be set up in Vastrapur, Ahmedabad, Gujarat -380015, India.
Proposed Chennai Center 1 Center 1 proposed to be set-up in Chennai, Tamil Nadu, India.
Proposed Pune Center 5 Center 5 proposed to be set-up in Pune, Maharashtra, India.
Pune Center 1 Center 1 located at Shivaji Nagar, Pune, Maharashtra – 411016, India
Pune Center 2 Center 2 located at Baner, Pune, Maharashtra - 411045, India
Pune Center 3 Center 3 located at Senapati Bapat Road, Pune, Maharashtra - 411016, India
Rajkot Center 1 Center 1 located at 150ft. Ring Road, Rajkot, Gujarat-360003, India
Revenue from Operations Revenue from operations is used by the management to track the revenue profile of
the business and in turn helps assess the overall financial performance of our
Company and size of our business.
Revenue CAGR (Fiscal 2023 to Revenue CAGR growth provides information regarding the growth in terms of our
2025) business for the respective period in terms of CAGR.
Restated Profit/ (Loss) for the Restated profit / (loss) for the years as percentage of total income is calculated as
year as a % of total Income restated loss for the years divided by total income.
ROCE ROCE provides how efficiently our Company generates earnings from the capital
employed in the business.
Single Ownership Single ownership assets, also known as fully owned office buildings, are properties
where the entire building is owned by a single individual or entity. The owner has
complete control and decision-making authority over the entire building, including
22Term Description
individual office spaces, common areas, and facilities.
Small and Medium Enterprises Indian companies classified by the Ministry of Micro, Small and Medium Enterprises
(SME) as Small (investment in plant and machinery or equipment of not more than INR 10
crore and annual turnover of not more than INR 50 crore) or Medium (investment in
plant and machinery or equipment of not more than INR 50 crore and annual turnover
of not more than INR 250 crore).
Space owner / Landlord The owner of a Center, including a real-estate developer.
Strata Strata assets/stock include assets where individual office units or spaces are owned
by different individuals or entities. Each office owner has exclusive ownership and
control over their specific unit, while also sharing ownership and responsibility for
common areas and facilities within the building.
Start-ups Companies recognized by DPIIT (Department for Promotion of Industry and Internal
Trade) as a Startup.
Stock The square foot of Grade A commercial space that have received a certificate of
occupancy and are able to be occupied by tenants. It does not include space in
buildings that are either planned, under construction or under renovation. It includes
both occupied and vacant spaces in such buildings.
Super Built-Up Area Super Built-up Area indicates the total area of Centers for which we have signed
contracts with the space owners.
Supply/New Supply The total amount of new Grade A commercial space added/ received a certificate of
occupancy in the market for sale or lease during a specific period.
Tier 1 cities / Tier 1 markets Largest and most developed cities in India characterized by their strong
infrastructure, large population, significant business activity, and well-developed real
estate markets. These include the seven largest real estate markets in India, namely
Bengaluru, Chennai, Delhi NCR, Hyderabad, Kolkata, Mumbai, and Pune.
Tier 2 cities / Tier 2 markets Tier 2 cities are the next level of cities in terms of size, development, economic
activity, and size of real estate market. These are usually smaller in size compared to
tier 1 cities but still have significant economic importance in their respective regions.
Includes emerging real estate markets like Ahmedabad (including Gandhinagar),
Jaipur, Udaipur, Vadodara, Indore, Chandigarh tri-city, Kochi, Coimbatore,
Bhubaneshwar, Rajkot and Surat.
Total Assets refers to the sum of all the current and non- current assets of the
Total Assets
Company.
Total Equity It assesses the shareholder’s funds.
Udaipur Center 1 Center 1 located at Railway Colony, Udaipur, Rajasthan -313001, India.
Upcoming Ahmedabad Center Upcoming Center 11 at Ahmedabad, Gujarat, India.
11#
Upcoming Pune Center 4 Upcoming Center 4 at Pune, Maharashtra, India.
Upcoming Surat Center 1 Upcoming Center 1 at Surat, Gujarat, India.
Upcoming Sydney Center 1 Upcoming Center 1 at Sydney, Australia.
Vacancy Rate/ Percentage A measurement expressed as a percentage of the total amount of physically vacant
space divided by the total amount of existing stock. Under construction space is not
included in vacancy calculations. A vacancy rate is the opposite of the occupancy
rate, which is the percentage of space in a property that is occupied.
Vadodara Center 1 Center 1 located at Wadivadi, Vadodara, Gujarat - 390023, India.
Vadodara Center 2 Center 2 located at Bhailal Amin Marg, Vadodara, Gujarat - 390023, India.
# The Space Owner for Proposed Ahmedabad Center 10 and Upcoming Ahmedabad Center 11 is an investee company of one of our
Associates and Group Companies, Janak Urja Private Limited.
Key Performance Indicators
The table below sets out the definitions of our key performance indicators as defined in “Basis for Issue Price” on page
140.
KPI Explanation
23Revenue from Operations Revenue from operations is used by the management to track the revenue profile of
the business and in turn helps assess the overall financial performance of our
Company and size of our business.
Revenue CAGR (Fiscal 2023 to Revenue CAGR growth provides information regarding the growth in terms of our
2025) business for the respective period in terms of CAGR.
EBITDA EBITDA provides information regarding the operational efficiency of the business.
EBITDA Margin (%) EBITDA Margin is EBITDA divided by Revenue from Operations.
Restated Profit/ (Loss) for the It is an indicator of the overall profitability and financial performance of our business.
year
Restated Profit/ (Loss) for the Restated profit / (loss) for the years as percentage of total income is calculated as
year as a % of total Income restated loss for the years divided by total income.
Total Equity It assesses the shareholder’s funds.
It indicates the amount of capital investment a business uses to operate and provides
Capital Employed
an indication of how a company is investing its money.
Total Assets refers to the sum of all the assets of our Company and is deployed in the
Total Assets business to generate economic benefit for all the stakeholders as per the Restated
Consolidated Financial Information.
ROCE provides how efficiently our Company generates earnings from the capital
ROCE
employed in the business.
It is used to measure the financial leverage of our Company and provides comparison
Debt / Equity
benchmarks against peers.
Operational Cities Operational Cities indicates the total number of cities in which the Company have
geographic presence via Centers that are operational.
Operational Centers Operational Centers refers to the total number of individual operational Centers
for which the Company have signed contracts with the space owners and the Centers
are ready for clients to start availing our Company’s services.
Operational Super Built-up Operational Super Built-up Area indicates the total area of Centers for which the
Area (million square feet) Company have signed contracts with the space owners.
Number of Capacity Seats in Capacity seats is the maximum number of Seats available across all the Company’s
Operational Centers Operational Centers.
Number of Occupied Seats in Total number of Seats contracted in Company’s Operational Centers.
Operational Centers
Occupancy rate in Operational The percentage of Number of Occupied Seats in Operational Centers divided by the
Centers (%) Capacity seats in Operational Centers.
24CERTAIN CONVENTIONS, PRESENTATIONS OF FINANCIAL, INDUSTRY AND MARKET DATA AND
CURRENCY OF PRESENTATION
Certain Conventions
All references in this Red Herring Prospectus to “India” are to the Republic of India and its territories and possessions
and all references herein to the “Government”, “Indian Government”, “GoI”, “Central Government” or the “State
Government” are to the Government of India, central or state, as applicable. All references herein to the “US”, “USA”,
the “U.S.” or the “United States” are to the United States of America and its territories and possessions.
Unless indicated otherwise, all references to page numbers in this Red Herring Prospectus are to page numbers of this
Red Herring Prospectus.
Financial Data
Our Company’s financial year commences on April 1 of the immediately preceding calendar year and ends on March 31
of that particular calendar year and accordingly, all references to a particular financial year or fiscal are to the 12-month
period commencing on April 1 of the immediately preceding calendar year and ending on March 31 of that particular
calendar year. Unless the context requires otherwise, all references to a year in this Red Herring Prospectus are to a
calendar year and references to a Fiscal/Fiscal Year are to the year ended on March 31, of that calendar year. Certain
other financial information pertaining to our Subsidiaries are derived from their respective audited financial statements.
Unless indicated otherwise or the context requires otherwise, the financial information and financial ratios in this Red
Herring Prospectus have been derived from the Restated Consolidated Financial Information. For further information,
see “Restated Consolidated Financial Information” on page 284.
The Restated Consolidated Financial Information comprises the restated consolidated statement of assets and liabilities
as at March 31, 2025, March 31, 2024 and March 31, 2023; the restated consolidated statement of profit and loss
(including other comprehensive income); the restated consolidated statement of changes in equity; the restated
consolidated statement of cash flow for the Financial Years ended March 31, 2025, March 31, 2024 and March 31, 2023
and the summary of significant accounting policies and other explanatory information prepared in terms of the
requirements of Section 26 of Part I of the Chapter III of the Companies Act, the SEBI ICDR Regulations and the
Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the ICAI, as amended from time to time
and included in “Restated Consolidated Financial Information” on page 284. The Restated Consolidated Financial
Information has been compiled from audited Ind AS consolidated financial statements of our Company, its Subsidiaries
and its Associates for the Financial Years ended March 31, 2025, March 31, 2024 and March 31, 2023 prepared in
accordance with Ind AS as prescribed under Section 133 of the Companies Act read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended and other accounting principles generally accepted in India.
There are significant differences between Ind AS, Indian GAAP, US GAAP and IFRS. Our Company does not provide
reconciliation of its financial information to IFRS or US GAAP. Our Company has not attempted to explain those
differences or quantify their impact on the financial data included in this Red Herring Prospectus and it is urged that you
consult your own advisors regarding such differences and their impact on our Company’s financial data. For details in
connection with risks involving differences between Ind AS, U.S. GAAP and IFRS, see “Risk Factors – 60. Significant
differences exist between Ind AS and other accounting principles, such as US GAAP and International Financial
Reporting Standards (“IFRS”), which investors may be more familiar with and consider material to their assessment of
our financial condition” on page 77. The degree to which the financial information included in this Red Herring
Prospectus will provide meaningful information is entirely dependent on the reader’s level of familiarity with Indian
accounting policies and practices, the Companies Act, 2013 and the SEBI ICDR Regulations. Any reliance by persons
not familiar with Indian accounting policies and practices on the financial disclosures presented in this Red Herring
Prospectus should accordingly be limited. Further, any figures sourced from third-party industry sources may be rounded
off to other than two decimal points to conform to their respective sources.
In this Red Herring Prospectus, any discrepancies in any table between the total and the sums of the amounts listed are due
to rounding off. All figures in decimals have been rounded off to the second decimal and all percentage figures have been
rounded off to two decimal places. In certain instances, discrepancies in any table between the sums of the amounts listed
in the table and totals are due to rounding off.
Further, any figures sourced from third party industry sources may be rounded off to other than to the second decimal to
conform to their respective sources.
25Any percentage amounts, as set forth in “Risk Factors”, “Our Business” and “Management’s Discussion and Analysis of
Financial Position and Results of Operations” on pages 43, 215 and 359 , respectively, and elsewhere in this Red Herring
Prospectus, unless otherwise stated or context requires otherwise, have been derived from Restated Consolidated
Financial Information or non-GAAP financial measures as described below.
Non-GAAP Financial Measures
Certain measures included in this Red Herring Prospectus, for instance Net Asset Value per Equity Share, EBITDA,
EBITDA Margin, Capital Employed, Return on Capital Employed, Debt to Equity Ratio, Revenue CAGR and Net Worth
(the “Non-GAAP Measures’’), presented in this Red Herring Prospectus are supplemental measures of our performance
and liquidity that are not required by, or presented in accordance with Ind AS, IFRS or US GAAP. Furthermore, these
Non-GAAP Measures, are not a measurement of our financial performance or liquidity under Indian GAAP, IFRS or US
GAAP and should not be considered as an alternative to net profit/loss, revenue from operations or any other performance
measures derived in accordance with Ind AS, IFRS or US GAAP or as an alternative to cash flow from operations or as
a measure of our liquidity. Further, these Non-GAAP Measures and other statistical and other information relating to
operations and financial performance should not be considered in isolation or construed as an alternative to cash flows,
profit/ (loss) for the years/ period or any other measure of financial performance or as an indicator of our operating
performance, liquidity, profitability or cash flows generated by operating, investing or financing activities derived in
accordance with Ind AS, Indian GAAP, IFRS or US GAAP. In addition, these Non-GAAP Measures and other statistical
and other information relating to operations and financial performance, are not standardised terms and may not be
computed on the basis of any standard methodology that is applicable across the industry and therefore, may not be
comparable to financial measures of similar nomenclature that may be computed and presented by other companies and
are not measures of operating performance or liquidity defined by Ind AS and may not be comparable to similarly titled
measures presented by other companies. Further, they may have limited utility as a comparative measure. Although such
Non-GAAP financial measures are not a measure of performance calculated in accordance with applicable accounting
standards, our Company’s management believes that they are useful to an investor in evaluating us as they are widely used
measures to evaluate a company’s operating performance. For further information, see “Management’s Discussion and
Analysis of Financial Position and Results of Operations – Non-GAAP Measures” on page 378.
Industry and Market Data
Unless stated otherwise, industry and market data used in this Red Herring Prospectus has been obtained or derived from
the report titled “India’s Flex Space Market” dated July 25, 2025, prepared by JLL (“JLL Report”), which has been
prepared exclusively for the purpose of understanding the industry in connection with the Issue and commissioned and
paid for by our Company, pursuant to a consulting services agreement dated May 23, 2024, as amended. The JLL Report
is available on the website of our Company at the following web-link: https://www.devx.work/investor-relations until
the Bid / Issue Closing Date. Unless otherwise indicated, all financial, operational, industry and other related information
derived from the JLL Report and included in this Red Herring Prospectus with respect to any particular year, refers to
such information for the relevant calendar year. JLL is an independent agency which has no relationship with our
Company, our Subsidiaries, our Associates, our Group Companies, our Promoters, members of our Promoter Group, any
of our Directors, Key Managerial Personnel, Senior Management Personnel or the Book Running Lead Manager.
Industry publications generally state that the information contained in such publications has been obtained from publicly
available documents from various sources believed to be reliable but accuracy, completeness relevance of such
information shall be subject to the disclaimers, context and underlying assumptions of such sources. The data used in
these sources may have been reclassified by us for the purposes of presentation and may also not be comparable. The
excerpts of the JLL Report are disclosed in this Red Herring Prospectus and there are no parts, information, data (which
may be relevant for the proposed Issue), left out or changed in any manner. The extent to which the industry and market
data presented in this Red Herring Prospectus is meaningful and depends upon the reader’s familiarity with, and
understanding of, the methodologies used in compiling such information. There are no standard data gathering
methodologies in the industry in which our Company conducts business and methodologies, and assumptions may vary
widely among different market and industry sources. Such information involves risks, uncertainties and numerous
assumptions and is subject to change based on various factors, including those discussed in “Risk Factors – 58. We have
commissioned an industry report from JLL, which has been used for industry related data in this Red Herring Prospectus
and such information is subject to inherent risks” on page 76. Accordingly, no investment decision should be solely
made on the basis of such information.
In accordance with the disclosure requirements under the SEBI ICDR Regulations, “Basis for the Issue Price” on page
140 includes information relating to our peer group companies. Such information has been derived from publicly available
sources specified therein.
26Currency and Units of Presentation
All references to:
• “Rupees” or “INR” or “₹” or “Rs.” Are to Indian Rupees, the official currency of the Republic of India;
• “U.S $”, “U.S. Dollar”, “USD” are to United States Dollars, the official currency of the United States of America;
and
All the figures in this Red Herring Prospectus, except for figures derived from the JLL Report (which are in million or
billion), have been presented in million or in whole numbers where the numbers have been too small to present in million
unless stated otherwise. One million represents 1,000,000 and one billion represents 1,000,000,000. Certain figures
contained in this Red Herring Prospectus, including financial information, have been subject to rounding adjustments.
Any discrepancies in any table between the totals and the sum of the amounts listed are due to rounding off. All figures
in decimals have been rounded off to the second decimal. In certain instances, (i) the sum or percentage change of such
numbers may not conform exactly to the total figure given, and (ii) the sum of the figures in a column or row in certain
tables may not conform exactly to the total figure given for that column or row. However, figures sourced from third-party
industry sources may be expressed in denominations other than million or may be rounded off to other than two decimal
points in the respective sources, and such figures have been expressed in this Red Herring Prospectus in such
denominations or rounded-off to such number of decimal points as provided in such respective sources.
Time
All references to time in this Red Herring Prospectus are to Indian Standard Time. Unless indicated otherwise, all
references to a year in this Red Herring Prospectus are to a calendar year.
Exchange Rates
This Red Herring Prospectus may contain conversions of certain other currency amounts into Indian Rupees that have been
presented solely to comply with the requirements of the SEBI ICDR Regulations. These conversions should not be
construed as a representation that such currency amounts could have been, or can be converted into Indian Rupees, at
any particular rate, or at all.
The following table sets forth, for the periods indicated, information with respect to the exchange rate between the and
certain currencies:
(in ₹)
As at#
Currency
March 31, 2025 March 31, 2024 March 31, 2023
1 USD 85.58 83.37 82.22
Source: FBIL Reference Rate as available on www.fbil.org.in
Note: Exchange rate is rounded off to two decimal points.
#On instances where the given day is a holiday, the exchange rate from the previous working day has been considered.
Please note that the above exchange rates have been provided for indicative purposes only and the amounts reflected in
our Restated Consolidated Financial Information may not have been converted using any of the above-mentioned
exchange rates.
27FORWARD-LOOKING STATEMENTS
This Red Herring Prospectus contains certain statements which are not statements of historical fact and may be described
as “forward-looking statements”. These forward-looking statements include statements which can generally be identified
by words or phrases such as “aim”, “anticipate”, “are likely”, “believe”, “continue”, “can”, “could”, “expect”, “estimate”,
“intend”, “may”, “likely”, “objective”, “plan”, “propose”, “will continue”, “seek to”, “will achieve”, “will likely”, “will
pursue” or other words or phrases of similar import. Similarly, statements that describe the strategies, objectives, plans
or goals of our Company are also forward-looking statements. All statements regarding our expected financial conditions,
results of operations, business plans and prospects are forward-looking statements. These forward-looking statements
include statements as to our business strategy, plans, revenue, and profitability (including, without limitation, any
financial or operating projections or forecasts) and other matters discussed in this Red Herring Prospectus that are not
historical facts. However, these are not the exclusive means of identifying forward-looking statements.
These forward-looking statements are based on our current plans, estimates and expectations and actual results may differ
materially from those suggested by such forward-looking statements. All forward-looking statements are subject to risks,
uncertainties, and assumptions about us that could cause actual results to differ materially from those contemplated by
the relevant forward-looking statement. This may be due to risks or uncertainties associated with our expectations with
respect to, but not limited to, regulatory changes pertaining to the industries we cater and our ability to respond to them,
our ability to successfully implement our strategies, our growth and expansion, technological changes, our exposure to
market risks, general economic and political conditions in India and globally, which have an impact on our business
activities or investments, the monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest
rates, foreign exchange rates, equity prices or other rates or prices, the performance of the financial markets in India and
globally, changes in domestic laws, regulations and taxes, changes in competition in our industry and incidence of any
natural calamities and/or acts of violence.
Certain important factors that could cause actual results to differ materially from our expectations include, but are not
limited to, the following:
(i) Our inability to sustain profitability;
(ii) Defects in the title and ownership of the land and building where our Centers are located;
(iii) Failure to realise the financial benefits of investments made by us;
(iv) Our ability to identify the preferred buildings/ properties in preferred locations and sourcing such Centers at the
right rate of rental and other commercial terms;
(v) Decrease in revenues or sales from any one of our key customers may adversely affect our business and results of
operations;
(vi) Our Managing Director is involved in a venture which is in the same line of business as that of our Company and
there can be no assurance that he could address the conflict of interests that may arise due to his position in such a
venture;
(vii) Brokers gaining higher market share compared to our direct booking channels or if our competitors are able to
negotiate more favorable terms with such brokers, our business, cash flows and results of operations may be
adversely affected;
(viii) We have entered, and will continue to enter, into related party transactions which may turn out to be prejudicial to
our interests; and
(ix) Adverse developments affecting cities or regions where our Centers are located.
For a further discussion of factors that could cause our actual results to differ from the expectations, see “Risk Factors”,
“Our Business” and “Management’s Discussion and Analysis of Financial Position and Results of Operations” on pages
43, 215 and 359, respectively. By their nature, certain market risk disclosures are only estimates and could be materially
different from what actually occurs in the future. As a result, actual future gains or losses could materially be different
from those that have been estimated. Forward-looking statements reflect our current views as of the date of this Red
Herring Prospectus and are not a guarantee of future performance. These statements are based on our management’s belief
and assumptions, which in turn are based on currently available information. Although we believe that the assumptions
on which such statements are based are reasonable, any such assumptions as well as statements based on them could
28prove to be inaccurate and the forward-looking statements based on these assumptions could be incorrect.
Neither our Company, our Directors nor the Syndicate or any of their respective affiliates have any obligation to update
or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of
underlying events, even if the underlying assumptions do not come to fruition. In accordance with the SEBI ICDR
Regulations, our Company will ensure that investors in India are informed of material developments pertaining to our
Company from the date of this Red Herring Prospectus until the time of the grant of listing and trading permissions by
the Stock Exchanges.
29SUMMARY OF THE OFFER DOCUMENT
This section is a general summary of certain disclosures included in this Red Herring Prospectus and is not exhaustive,
nor does it purport to contain a summary of all the disclosures in this Red Herring Prospectus or all details relevant to
prospective investors. This summary should be read in conjunction with, and is qualified in its entirety by, the more
detailed information appearing elsewhere in this Red Herring Prospectus, including the sections “Risk Factors”, “Our
Business”, “Industry Overview”, “Capital Structure”, “The Issue”, “Restated Consolidated Financial Information”,
“Objects of the Issue”, “Management’s Discussion and Analysis of Financial Position and Results of Operations” and
“Outstanding Litigation and Material Developments” on pages 43, 215, 155, 100, 84, 284, 126, 359 and 384 respectively
of this Red Herring Prospectus.
Primary business of our Company
We offer space solutions in the form of flexible workspaces to our clients, from individual desks to customized office
spaces with exclusive access for clients. We have established ourselves as a one-stop integrated solution platform for any
flexible workplace requirement. We source and procure our workspaces through the Straight Lease Model, Revenue
Share Model, Furnished by Landlord model and the OpCo – PropCo Model. For further details, see “Our Business – Our
Asset Procurement Strategy”, on page 227 of the Red Herring Prospectus. Since our inception, we have established our
presence in both Tier 1 and Tier 2 markets across India, including regions such as Delhi NCR, Hyderabad, Mumbai,
Pune, Ahmedabad, Gandhinagar, Indore, Jaipur, Udaipur, Rajkot and Vadodara.
Our comprehensive office space solutions include sourcing office spaces, customizing designs, developing spaces and
providing technology solutions to providing complete asset management. This means we not only create and manage
office environments but also ensure that they operate efficiently, allowing our clients to focus on their core business
activities. For this purpose, we ensure property upkeep, including regular cleaning, HVAC (heating, ventilation, and air
conditioning) maintenance, plumbing, electrical systems, house keeping, administrative assistance, etc.
As on May 31, 2025, we have over 250 clients and 28 Centers across 11 cities in India, with 14,144 seats covering a total
area under management of SBA 860,522 square feet. For further details, see “Our Business” on page 215.
Summary of industry in which our Company operates
Flex space operators are playing a crucial role in India’s office markets. The top seven markets account for ~75-80% of
the total office market activity in India. In 2024, flex space accounted for 20% of gross leasing, highlighting its growing
significance. It is worth noting that the flex space stock has experienced significant growth, increasing from 18.6 mn sq.
ft. in 2018 to 74.0 mn sq. ft. in 2024, with a CAGR of 26%. This translates to an overall office stock penetration of ~7.0%
for the flex sector. Post-COVID, the flex segment has accounted for a 17-18% share of the annual gross leasing on
average. Going forward, the trend of flex space expansion is expected to continue with the operational flex stock estimated
to double over the next five years and reach ~129 mn sq. ft. by 2028. This projected growth reflects the sustained demand
for flexible office solutions and the recognition of their value in meeting evolving workplace dynamics. (Source: JLL
Report.) For further details, see “Industry Overview” on page 155.
30Our Promoters
Parth Naimeshbhai Shah, Umesh Satishkumar Uttamchandani, Rushit Shardulkumar Shah, Jaimin Jagdishbhai Shah,
Pranav Niranjan Pandya, Amisha Jaimin Shah, Kruti Pranav Pandya and Dev Information Technology Limited are our
Promoters. For further details, see “Our Promoters and Promoter Group” at page 272.
The Issue
Fresh Issue of up to 23,500,000 Equity Shares for cash at price of ₹ [●] per Equity Share
Issue (1)
(including a premium of [●] per Equity Share), aggregating up to [●] million
(1) The Issue has been authorized by a resolution of our Board dated February 22, 2025 and by our Shareholders pursuant to a special
resolution passed on March 20, 2025.
This Issue includes a reservation of up to 164,500 Equity Shares of face value of ₹2 each, aggregating up to ₹ [●] million
(constituting up to [●]% of the post- Issue paid-up Equity Share Capital of our Company) for subscription by Eligible
Employees (the “Employee Reservation Portion”) and a reservation of up to 329,000 Equity Shares of face value of ₹2
each, aggregating up to ₹[●] million (constituting up to [●]% of the post-Issue paid-up Equity Share Capital) for
subscription by Eligible Shareholders (“Shareholders’ Reservation Portion”).
The Issue less the Employee Reservation Portion and the Shareholders’ Reservation Portion is hereinafter referred to as
“Net Issue”.
The Issue and the Net Issue shall constitute [●] % and [●] % of the post-Issue paid-up Equity Share capital of our Company.
For further details, see “The Issue” and “Issue Structure” on pages 84 and 411, respectively.
Objects of the Issue
The Net Proceeds are proposed to be utilised towards the following objects:
(₹ in million)
Particulars Estimated amount
Capital expenditure for fit-outs in the Proposed Centers Up to 731.16
Repayment and/or pre-payment, in full or part, of certain borrowings availed by our Company Up to 350.00
including redemption of non-convertible debentures
General corporate purposes [●]**
Net Proceeds* [●]
*To be finalised upon determination of the Issue Price and updated in the Prospectus prior to filing with the RoC.
**The amount to be utilised for general corporate purposes shall not exceed 25% of the Gross Proceeds.
For further details, see “Objects of the Issue” on page 126.
31Aggregate pre-Issue and post-Issue shareholding of our Promoters and the members of our Promoter Group
The aggregate pre-Issue and post-Issue shareholding of our Promoters and members of our Promoter Group as on the date
of this Red Herring Prospectus is set out below:
Pre-Issue Equity Share capital Post-Issue Equity Share capital
Name of the
% of paid-up
S. No. Shareholder No. of Equity No. of Equity % of paid-up Equity
Equity Share
Shares held Shares held Share capital#
capital
Promoters
1. Parth Naimeshbhai Shah 6,198,880 9.30 [•] [•]
2. Rushit Shardulkumar 6,198,880 9.30 [•] [•]
Shah
3. Umesh Satishkumar 6,198,880 9.30 [•] [•]
Uttamchandani
4. Jaimin Jagdishbhai Shah Nil Nil [•] [•]
5. Pranav Niranjan Pandya Nil Nil [•] [•]
6. Amisha Jaimin Shah Nil Nil [•] [•]
7. Kruti Pranav Pandya Nil Nil [•] [•]
8. Dev Information 14,605,210 21.90 [•] [•]
Technology Limited
Promoter Group (other than our Promoters)
Nil
Total 33,201,850 49.80 [•] [•]
#Subject to completion of the Issue and finalization of Allotment.
Shareholding of our Promoters, the members of our Promoter Group and additional top 10 Shareholders as at
Allotment
The aggregate pre-Issue and post-Issue shareholding, of each of our Promoters, members of our Promoter Group and additional
top 10 Shareholders (apart from Promoters and Promoter Group) is set forth below:
Pre-Issue shareholding* Post-Issue shareholding as at Allotment(1)
At the lower end of the At the upper end of the
S. Price Band (₹ [●]) Price Band (₹ [●])
No. of
No. Shareholding
Shareholders Equity
(in %) No. of No. of
Shares Shareholding Shareholding
Equity Equity
(in %)(2) (in %)(2)
Shares(2) Shares(2)
Promoters
1. Parth Naimeshbhai 6,198,880 9.30 [•] [•] [•] [•]
Shah
2. Rushit Shardulkumar 6,198,880 9.30 [•] [•] [•] [•]
Shah
323. Umesh Satishkumar 6,198,880 9.30 [•] [•] [•] [•]
Uttamchandani
4. Jaimin Jagdishbhai Nil Nil [•] [•] [•] [•]
Shah
5. Pranav Niranjan Nil Nil [•] [•] [•] [•]
Pandya
6. Amisha Jaimin Shah Nil Nil [•] [•] [•] [•]
7. Kruti Pranav Pandya Nil Nil [•] [•] [•] [•]
8. Dev Information 14,605,210 21.90 [•] [•] [•] [•]
Technology Limited
Promoter Group (other than our Promoters)
1. Nil [•] [•] [•] [•]
Top 10 Shareholders (other than Promoters and Promoter Group)
1. Parashwanath Land 6,780,480 10.17 [•] [•] [•] [•]
Organisers LLP
2. Unmaj Corporation 3,928,360 5.89 [•] [•] [•] [•]
LLP
3. Kalpesh Harakhchand 3,928,360 5.89 [•] [•] [•] [•]
Gala (Siddhant
Investments)
4. Parbhudas Kishordas 2,833,645 4.25 [•] [•] [•] [•]
Tobacco Products
Private Limited
5. Ajay Surendrabhai 1,874,080 2.81 [•] [•] [•] [•]
Patel
6. Tipsons Consultancy 1,392,045 2.09 [•] [•] [•] [•]
Services Pvt Ltd
7. Amit Ranchhodlal 1,356,005 2.03 [•] [•] [•] [•]
Chokshi
8. J P Tobacco Products 1,094,715 1.64 [•] [•] [•] [•]
Private Limited
9. Advent Envirocare 1,022,635 1.53 [•] [•] [•] [•]
Private Limited
10. Rajesh Sunderdas 842,435 1.26 [•] [•] [•] [•]
Vaswani
11. Deepakkumar B 842,435 1.26 [•] [•] [•] [•]
Vaswani
Notes:
* To be updated as at the date of the Price Band Advertisement in the Prospectus.
(1) To be updated upon finalization of the Price Band and subject to finalization of the basis of Allotment.
(2) Includes all transfers of Equity Shares by existing shareholders after the date of pre-Issue and Price Band advertisement until the
date of the Prospectus.
33Summary of selected financial information
The details of certain financial information as set out under the SEBI ICDR Regulations, for the Financial Years ended
March 31, 2025, March 31, 2024, and March 31, 2023, as derived from the Restated Consolidated Financial Information
are set forth below:
(₹ in million, except per share data)
Fiscals
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Share capital 169.15 35.91 35.90
Revenue from operations 1,588.75 1,080.87 699.11
Restated profit / (loss) for the year 17.73 4.37 (128.30)
Earnings per Equity Share (post bonus & split) (3) (4)
- Basic (1) 0.27 0.08 (2.55)
- Diluted (2) 0.27 0.08 (2.55)
Net Asset Value per Equity Share (5) 7.68 4.10 (0.43)
Net worth(6) 547.86 287.88 12.22
Total borrowings (7) 1,306.73 1,010.50 332.01
Notes:
(1) In accordance with Ind AS 33, Basic earnings per share are calculated by dividing the restated profit or loss for the year
attributable to equity shareholders by the weighted average number of Equity Shares outstanding during the year.
(2) In accordance with Ind AS 33, Diluted earnings per equity share means diluted earnings per share are calculated by dividing the
restated profit/(loss) for the year attributable to equity shareholders by the weighted average number of Equity Shares outstanding
during the year as adjusted for the effects of all dilutive potential Equity Shares during the year.
(3) Pursuant to resolutions passed by our Board at its meeting dated September 19, 2024 and the Shareholders at their EGM dated
September 19, 2024, our Company has issued bonus shares in the proportion of 900:1 i.e. 900 Equity Shares of ₹10 each for every
1 Equity Share of ₹10 each held by existing equity Shareholders of the Company.
(4) Pursuant to resolutions passed by our Board at its meeting dated September 19, 2024 and the Shareholders at their EGM dated
September 19, 2024, our Company has sub-divided its Equity Shares of face value of ₹10 each to Equity Shares of face value of ₹2
each.
(5) Net Asset Value per Equity Share (in ₹): Net Asset Value per Equity Share is calculated as total of equity share capital and other
reserves as of the end of relevant year divided by the number of equity shares outstanding at the end of the year. The Net Asset
Value per equity share disclosed above is after considering the impact of bonus and subdivision of the issued equity shares.
(6) Net Worth means the aggregate value of the paid up share capital and all reserves created out of the profits and securities premium
account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses,
deferred expenditure and miscellaneous expenditure not written off, but does not include reserves created out of revaluation of
assets, write back of depreciation and amalgamation, in accordance with Regulation 2(1)(hh) of the SEBI ICDR Regulations.
(7) Total borrowings represent sum of current and non-current borrowings.
34For further details, see “Restated Consolidated Financial Information” on page 284.
Qualifications of the Statutory Auditors which have not been given effect to in the Restated Consolidated Financial
Information
There are no qualifications included by the Statutory Auditors in their audit reports and hence no effect is required to be
given in the Restated Consolidated Financial Information.
Summary of outstanding litigations
A summary of outstanding litigation proceedings involving our Company, our Subsidiaries, our Directors, our Promoters
and our Group Companies in accordance with the SEBI ICDR Regulations and the Materiality Policy as on the date of
this Red Herring Prospectus, is provided below:
Disciplinary
actions by the Aggregate
Other
Statutory or SEBI or amount
Criminal Tax material
Name of entity regulatory Stock involved*
proceedings proceedings civil
proceedings Exchanges (₹ in
proceedings
against our million)
Promoters
Company
By our Company Nil Nil Nil Nil Nil Nil
Against our Nil 9 Nil Nil 1 14.19
Company
Directors
By our Directors Nil Nil Nil Nil Nil Nil
Against our Directors Nil Nil Nil Nil Nil Nil
Promoters
By our Promoters Nil Nil Nil Nil 1 N/A
Against our Nil Nil Nil Nil Nil Nil
Promoters
Subsidiaries
By our Subsidiaries Nil Nil Nil Nil Nil Nil
Against our Nil Nil Nil Nil Nil Nil
Subsidiaries
Group Companies
By our Group Nil Nil Nil Nil Nil Nil
Companies
Against our Group Nil Nil Nil Nil Nil Nil
Companies
*To the extent ascertainable and quantifiable
35A summary of outstanding criminal litigation proceedings and actions by statutory or regulatory authorities involving our
KMPs and SMPs as on the date of this Red Herring Prospectus, is provided below:
Statutory or Aggregate amount
Criminal
Name of the person regulatory involved*
proceedings
proceedings (₹ in million)
KMPs
By our KMPs Nil Nil Nil
Against our KMPs Nil Nil Nil
SMPs
By our SMPs Nil Nil Nil
Against our SMPs Nil Nil Nil
*To the extent ascertainable and quantifiable
For further details, see “Outstanding Litigation and Material Developments” on page 384.
Risk Factors
Specific attention of Bidders is invited to the section “Risk Factors” on page 43. Bidders are advised to read the risk
factors carefully before taking an investment decision in the Issue.
Summary of contingent liabilities
The following is a summary table of our contingent liabilities as at March 31, 2025:
(₹ in million)
Particulars Amount as at March 31, 2025
Indirect Tax related matters 14.19
Summary of Related Party Transactions
The summary of related party transactions entered into by us for the years ended March 31, 2025, March 31, 2024 and
March 31, 2023, as derived from the Restated Consolidated Financial Information are as set out in the table below:
(₹ in million)
For the Financial Year ended
% of % of % of
Nature of Relationship with
Particulars revenue March revenue March revenue
Transaction Company March
from 31, from 31, from
31, 2025
operations 2024 operations 2023 operations
(%) (%) (%)
Finex Sales Entities over which 1.50 0.09 0.38 0.04 - -
Accounting KMPs are able to
Services Pvt. exercise significant
Ltd. influence.
36For the Financial Year ended
% of % of % of
Nature of Relationship with
Particulars revenue March revenue March revenue
Transaction Company March
from 31, from 31, from
31, 2025
operations 2024 operations 2023 operations
(%) (%) (%)
Rivet Global Sales Entities over which 4.94 0.31 4.13 0.38 1.64 0.23
Services LLP KMPs are able to
exercise significant
influence
Swadesh Sales Associate Entity 0.07 0.00 - - - -
Venture Fund
LLP
Dhyey Sales Entities over which 0.02 0.00 - - - -
Consulting KMPs are able to
Services exercise significant
Private influence.
Limited
Dev Purchase Entities over which 0.72 0.05 0.11 0.01 0.60 0.09
Information KMPs are able to
Technology exercise significant
Limited influence.
Las Olas Share of Entities over which - - - - 0.08 0.01
Ventures LLP Profit / (Loss) KMPs are able to
exercise significant
influence.
Mr. Umesh Remuneration Managing Director 3.00 0.19 2.41 0.22 2.40 0.34
Uttamchandani paid
Mr. Parth Shah Remuneration Chairman and 3.00 0.19 2.40 0.22 2.40 0.34
paid Whole Time
Director.
Mr. Rushit Remuneration Whole Time 3.00 0.19 2.41 0.22 2.40 0.34
Shah paid Director.
Neha Remuneration Relative of 1.51 0.10 0.71 0.07 - -
Uttamchandani paid Director
Naimeshbhai Remuneration Relative of 1.51 0.10 0.75 0.07 - -
Shah paid Director
Parulben Shah Remuneration Relative of 1.51 0.10 0.75 0.07 - -
paid Managing Director
Mr Anjan Remuneration Company Secretary 0.80 0.05 - - - -
Trivedi paid & Compliance
Officer
Mr Parthiv Remuneration Joint Chief 1.13 0.07 - - - -
Panchal paid Financial Officer
Mr. Parin Shah Remuneration Joint Chief 1.40 0.09 - - - -
paid Financial Officer
37For the Financial Year ended
% of % of % of
Nature of Relationship with
Particulars revenue March revenue March revenue
Transaction Company March
from 31, from 31, from
31, 2025
operations 2024 operations 2023 operations
(%) (%) (%)
Ms Nisha Shah Remuneration Relative of 1.00 0.06 - - - -
paid Director
Mr. Anand Director Independent 0.05 0.00 - - - -
Patel sitting fees Director
Mr. Anish Director Independent 0.02 0.00 - - - -
Patel sitting fees Director
Mr. Gopi Director Independent 0.04 0.00 - - - -
Trivedi sitting fees Director
Mr. Pathik Director Independent 0.05 0.00 - - - -
Patwari sitting fees Director
Mr. Praveen Director Independent 0.04 0.00 - - - -
Kumar sitting fees Director
Janak Urja Loan Given Associate Entity 223.86 14.09 - - - -
Private
Limited
Scaleax Loan Given Associate Entity 0.55 0.03 - - - -
Advisory
Private
Limited
Mr Parthiv Loan Repaid Joint Chief 0.06 0.00 - - - -
Panchal Financial Officer
Mr. Umesh Loan given to Managing Director 0.97 0.06 10.16 0.94 1.63 0.23
Uttamchandani company
Mr. Parth Shah Loan given to Chairman and 0.58 0.04 0.52 0.05 0.46 0.07
company Whole Time
Director
Mr. Rushit Loan given to Whole Time 0.65 0.04 0.58 0.05 0.52 0.07
Shah company Director
Rivet Global Deposits Entities over which 6.80 0.43 0.37 0.03 0.26 0.04
Services LLP Taken KMPs are able to
exercise significant
influence
Indiesemic Deposits Associate Entity - - 0.07 0.01 - -
Pvt. Ltd. Taken
Rivet Global Deposits Entities over which 6.80 0.43 - - - -
Services LLP Repaid KMPs are able to
exercise significant
influence
38For the Financial Year ended
% of % of % of
Nature of Relationship with
Particulars revenue March revenue March revenue
Transaction Company March
from 31, from 31, from
31, 2025
operations 2024 operations 2023 operations
(%) (%) (%)
Janak Urja Interest Associate Entity 21.84 1.37 - - - -
Private Income
Limited
Finclave Accel Share of Associate Entity 1.72 0.11 1.90 0.18 0.93 0.13
LLP Profit / (Loss)
Swadesh Share of Associate Entity (0.22) (0.01) (0.02) (0.00) (0.13) (0.02)
Venture Fund profit/ (loss)
LLP
Fractoprop Share of Associate Entity (0.09) (0.01) (0.21) (0.02) (0.21) (0.03)
LLP* profit/ (loss)
*The Company divested its entire capital contribution of ₹5,000 in Fractoprop LLP (out of the total LLP capital of ₹10,000) on May
05, 2025. Pursuant to this divestment, the Company’s effective stake in the LLP stands at NIL, and the investment has been fully
derecognized in accordance with applicable Ind AS.
For details of the related party transactions, as per the requirements under Ind AS 24 ‘Related Party Disclosures’ and as
reported in the Restated Consolidated Financial Information, see “Restated Consolidated Financial Information – Note
35: Related Party Disclosures for the year ended March 31, 2025” on page 334.
Financing arrangements
There have been no financing arrangements whereby our Promoters, members of our Promoter Group, our Directors and
their relatives (as defined under Companies Act, 2013) have financed the purchase by any other person of securities of
our Company (other than in the normal course of the business of the financing entity) during a period of six months
immediately preceding the date of this Red Herring Prospectus.
Weighted average price at which the Equity Shares were acquired by our Promoters in the last one year preceding
the date of this Red Herring Prospectus
Except as disclosed below, no Equity Shares have been acquired by our Promoters in the last one year immediately
preceding the date of this Red Herring Prospectus.
39Number of Equity Shares Weighted average price of
Name of Promoter acquired in the preceding acquisition per Equity
one year Share* (₹)
Parth Naimeshbhai Shah 6,197,504 Nil
Rushit Shardulkumar Shah 6,197,504 Nil
Umesh Satishkumar Uttamchandani 6,197,504 Nil
Dev Information Technology Limited 17,475,520 Nil
*As certified by M/s. Nisarg J Shah & Co., Chartered Accountants, pursuant to their certificate dated September 02, 2025.
Note: 1) The number of equity shares acquired and the weighted average price of acquisition per equity share is calculated after giving
effect of bonus and split.
Average cost of acquisition of Equity Shares by our Promoters
The average cost of acquisition of Equity Shares by our Promoters as at the date of this Red Herring Prospectus,
is:
Number of Equity Average cost of acquisition
Name of Promoters
Shares held per Equity Share* (₹)
Dev Information Technology Limited 14,605,210 0.81
Umesh Satishkumar Uttamchandani 6,198,880 0.59
Parth Naimeshbhai Shah 6,198,880 0.59
Rushit Shardulkumar Shah 6,198,880 0.59
*As certified by M/s. Nisarg J Shah & Co., Chartered Accountants, pursuant to their certificate dated September 02, 2025.
Our Promoters viz Jaimin Jagdishbhai Shah, Pranav Niranjan Pandya, Amisha Jaimin Shah and Kruti Pranav Pandya do
not hold any Equity Shares of our Company.
Weighted average cost of all Equity Shares transacted in the three years, 18 months and one year preceding the
date of this Red Herring Prospectus
Range of acquisition
Weighted average cost Cap Price is ‘x’ times
price per Equity
Period of acquisition per the weighted average
Share: lowest price –
Equity Share (in ₹) * cost of acquisition^
highest price (in ₹)*
Last one year preceding the date of 43.87 [•] 0 – 50.00
this Red Herring Prospectus
Last 18 months preceding the date of 44.52 [•] 0 – 50.00
this Red Herring Prospectus
Last three years preceding the date of 36.84 [•] 0 – 50.00
this Red Herring Prospectus
* As certified by M/s. Nisarg J Shah & Co., Chartered Accountants, pursuant to their certificate dated September 02, 2025.
^ To be updated upon finalization of the Price Band.
40Details of the price at which equity shares were acquired in the last three years immediately preceding the date of
this Red Herring Prospectus by our Promoters, members of our Promoter Group and the Shareholders with
special rights
Except as stated below, none of our Promoters, members of our Promoter Group and the Shareholders with special rights
have acquired any equity shares in the three years immediately preceding the date of this Red Herring Prospectus:
Number of Acquisition
Equity Face Value price per
Name of Shareholder Date of acquisition Nature of Transaction
Shares (₹) Equity
acquired* Share (in ₹)
Promoters
Umesh Satishkumar January 10, 2024 1 10 10 Transfer from Palak
Uttamchandani Priyal Shah.
January 10, 2024 1 10 10 Transfer from
Vikrambhai Ambalal
Vakil.
September 20, 2024 1,238,400 10 - Bonus Issue.
Rushit Shardulkumar Shah September 20, 2024 1,238,400 10 - Bonus Issue
Parth Naimeshbhai Shah September 20, 2024 1,238,400 10 - Bonus Issue
Dev Information Technology September 20, 2024 3,492,000 10 - Bonus Issue
Limited (also a Shareholder
with special rights)
Promoter Group
NIL
*For arriving at specified securities acquired in last three years, date of acquisition for Equity Shares allotted on conversion of
compulsorily convertible debentures (which were acquired at an earlier date) has been considered from the date of conversion into
Equity Shares.
Note: As certified by M/s. Nisarg J Shah & Co., Chartered Accountants, by way of their certificate dated September 02, 2025
Except as disclosed in the table above, as on date of this Red Herring Prospectus, there are no Shareholders holding any
special rights in our Company, including the right to nominate director(s) on our Board.
Details of pre-IPO placement
While our Company had proposed to make a pre-IPO placement in the Draft Red Herring Prospectus filed by us,
no such pre-IPO placement has been undertaken by our Company between the date of the Draft Red Herring Prospectus
and the date of this Red Herring Prospectus. Our Company also does not contemplate any issuance of
Equity Shares from the date of this Red Herring Prospectus until listing and commencement of trading of the Equity
Shares, except for issuance of Equity Shares pursuant to the Fresh Issue.
Issue of equity shares of our Company for consideration other than cash or by way of bonus in the last one year
Except as disclosed below, our Company has not issued any equity shares or preference shares for consideration other
than cash or by way of bonus issue in the one year preceding the date of this Red Herring Prospectus:
41Pursuant to resolutions passed by our Board at its meeting dated September 19, 2024 and the Shareholders at their EGM
dated September 19, 2024, our Company has issued bonus shares in the proportion of 900:1 i.e. 900 equity shares of ₹10
each for every 1 equity share of ₹10 each held by existing equity Shareholders of the Company.
Split or consolidation of equity shares in the last one year
Except as disclosed below, our Company has not undertaken split or consolidation of its equity shares in the one year
preceding the date of this Red Herring Prospectus:
Pursuant to resolutions passed by our Board at its meeting dated September 19, 2024 and the Shareholders at their EGM
dated September 19, 2024, our Company has sub-divided its equity shares of face value of ₹10 each to Equity Shares of
face value of ₹2 each.
Exemption from complying with any provisions of securities laws, if any, granted by the SEBI
We have not sought any exemption in respect of the Issue. Our Company has not made any application for seeking any
exemption by SEBI from complying with any provisions of securities laws, as on the date of this Red Herring Prospectus.
42SECTION II- RISK FACTORS
An investment in Equity Shares involves a high degree of risk. You should carefully consider all the information in this
Red Herring Prospectus, including the risks and uncertainties described below, before making an investment in the Equity
Shares. The risks and uncertainties described in this section are not the only risks that we currently face. Additional risks
and uncertainties not presently known to us or that we currently deem immaterial may also have an adverse effect on our
business. If any or a combination of the following risks, or other risks that are not currently known or are now deemed
immaterial, actually occurs, our business, financial condition, results of operations and cash flows could suffer, the price
of our Equity Shares could decline, and you may lose all or part of your investment. Furthermore, some events may be
material collectively rather than individually.
The financial and other related implications of risks concerned, wherever quantifiable, have been disclosed in the risk
factors mentioned below. However, there are risks where the effect is not quantifiable and hence have not been disclosed
in the applicable risk factors. Prospective investors should read this section together with “Our Business”, “Industry
Overview” and “Management’s Discussions and Analysis of Financial Condition and Results of Operations” on pages
215, 155 and 359, respectively, as well as the other financial and statistical information contained in this Red Herring
Prospectus. In making an investment decision, prospective investors should rely on their own examination of us and the
terms of the Issue, including the merits and risks involved. You should consult your tax, financial and legal advisors about
the particular consequences to you of an investment in our Equity Shares. Potential investors should pay particular
attention to the fact that our Company is incorporated under the laws of India and is subject to legal and regulatory
environment which may differ in certain respects from that of other countries.
This Red Herring Prospectus also contains forward-looking statements that involve risks and uncertainties where actual
results could materially differ from those anticipated in these forward-looking statements. For further details, see
“Forward-Looking Statements” on page 28.
Unless the context requires otherwise, the financial information used in this section is derived from our “Restated
Consolidated Financial Information” on page 284. Our fiscal year ends on March 31 of each year, and references to a
particular fiscal are to the twelve months ended March 31 of that year.
Unless stated otherwise, industry and market data used in this Red Herring Prospectus is derived from the report titled,
“India’s Flex Space Market”, released on July 25, 2025 (“JLL Report”) prepared by JLL, appointed by our Company
pursuant to a consulting services agreement dated May 23, 2024, as amended, and such JLL Report has been
commissioned by and paid for by our Company, exclusively in connection with the Issue. The JLL Report is available on
the website of our Company at https://www.devx.work. Unless otherwise indicated, financial, operational, industry and
other related information derived from the JLL Report and included herein with respect to any particular year refers to
such information for the relevant calendar year.
Internal Risk Factors
1. We incurred a loss of ₹ 128.30 million during Fiscal 2023, and reported negative EPS. While we turned PAT
positive in Fiscal 2024, we cannot assure you that we will sustain profitability going forward. Our inability to
sustain profitability by generating higher revenues and managing expenses may have an adverse effect on our
business, results of operations, cash flows and financial condition.
Our Company has earned a profit after tax of ₹17.73 million in Fiscal 2025, ₹4.37 million in Fiscal 2024 and
incurred a loss in Fiscal 2023. However, we cannot assure you that we will sustain profitability going forward. The
following table sets forth our profit after tax, profit after tax margin, our basic and diluted EPS, net worth and RoNW
as at and for the years:
As at and for the Fiscal
Particulars 2025 2024 2023
(₹ in million, unless otherwise stated)
PAT(1) 17.73 4.37 (128.30)
PAT Margin (%)(2) 1.00 0.39 (17.98)
Basic earnings per equity share of face value of ₹ 2 each 0.27 0.08 (2.55)
(in ₹) (post bonus and split)(3)(4)(5)(6)
Diluted earnings per equity share of face value of ₹ 2 0.27 0.08 (2.55)
each (in ₹) (post bonus and split) (3)(4)(5)(6)
43As at and for the Fiscal
Particulars 2025 2024 2023
(₹ in million, unless otherwise stated)
Net Worth(7) 547.86 287.88 12.22
Return on Net Worth (8) (in %) 3.24 1.52 (1,049.92)
Notes:
(1) PAT means the profit / (loss) for the year after tax.
(2) PAT Margin is calculated as profit / (loss) for the year divided by Total Income.
(3) In accordance with IND AS 33, Basic earnings per share are calculated by dividing the net restated profit or loss for the
year attributable to equity shareholders by the weighted average number of Equity Shares outstanding during the year.
(4) In accordance with Ind AS 33, Earnings/(Loss) per equity share (diluted) means diluted earnings per share are calculated
by dividing the net restated profit/(loss) for the year attributable to equity shareholders by the weighted average number of
Equity Shares outstanding during the year as adjusted for the effects of all dilutive potential Equity Shares during the year.
Restated profit/(loss) for the year attributable to equity shareholders by the weighted average number of Equity Shares
outstanding during the year.
(5) Pursuant to resolutions passed by our Board at its meeting dated September 19, 2024 and the Shareholders at their EGM
dated September 19, 2024, our Company has issued bonus shares in the proportion of 900:1 i.e. 900 Equity Shares of ₹10
each for every 1 Equity Share of ₹10 each held by existing equity Shareholders of the Company.
(6) Pursuant to resolutions passed by our Board at its meeting dated September 19, 2024 and the Shareholders at their EGM
dated September 19, 2024, our Company has sub-divided its Equity Shares of face value of ₹10 each to Equity Shares of
face value of ₹2 each.
(7) Net Worth means the aggregate value of the paid up share capital and all reserves created out of the profits and securities
premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the
accumulated losses, deferred expenditure and miscellaneous expenditure not written off, but does not include reserves
created out of revaluation of assets, write back of depreciation and amalgamation, in accordance with Regulation 2(1)(hh)
of the SEBI ICDR Regulations.
(8) Return on net worth is calculated as restated profit/(loss) for the year divided by net worth.
The markets for our solutions are evolving and it is difficult for us to predict our future results of operations or the
limits of our market opportunity. We need to generate and sustain increased revenue levels and decrease
proportionate expenses in future periods to achieve profitability consistently. Any failure to continually acquire
more clients or pass on the potential increase in costs to our clients may result in the reduction of our margins and
adversely affect our business, cash flows, financial condition and results of operations. In addition, our new Centers
may not generate revenue or cash flow comparable to those generated by our existing Centers. Our existing Centers
may not be able to continue to generate existing levels of revenue or cash flow. We cannot assure you that we will
achieve or sustain net profitability. Any failure by us to sustain net profitability on a consistent basis, or at all, could
cause the value of our Equity Shares to decline.
For further details, see “Risk factors – 10. Our cash flows from operating activities have been fluctuating in the
past. We have experienced negative cash flows from investing activities of ₹ 380.08 million, ₹408.59 million and ₹
240.60 million in Fiscals 2025, 2024 and 2023, respectively. Further, we also have negative cash flows from
financing activities of ₹529.22 million and ₹ 36.57 million in Fiscals 2025 and 2023, respectively, and may
continue to do so in the future, which could adversely affect our business, prospects, financial condition, cash flows,
and results of operations” and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations – Significant Factors Affecting our Financial Condition and Results of Operations” on pages 50 and 362
respectively.
2. We do not own the land and buildings at any of our Centers. Any defect in the title and ownership of the land
and building where our Centers are located may result in our Centers being shut down, result in relocation costs
for us and termination of our Client Agreement, which may adversely impact our results of operations and
profitability.
We do not own the land and building in relation to any of our Centers. In the event that the space owners do not
have or fail to maintain good title to the land and properties in which these Centers are situated or fail to comply
with requirements of applicable law with respect to ownership and use of such land, or if such land is, or becomes
subject to, any dispute, we may be required to terminate the agreements with the space owners in relation to such
Center.
Additionally, if the space owners choose to terminate their lease agreements with us, we may not be able to recover
fully or partially, the capital expenditures we have incurred for those Centers, and this could adversely affect our
business, results of operations, financial position and cash flows. While we have not faced any such instances of
44termination by space owners in the last three Fiscals, we cannot assure that such termination may not occur in the
future which could adversely affect our business prospect and revenue from operations.
Relocation of any part may cause disruptions to our business and may require significant expenditure, and we cannot
assure you that in such a case, we will be able to find suitable premises on commercially reasonable terms in a
timely manner, or at all, and we may have to pay significantly higher rent or incur additional expenses. Further, the
operations of our clients may be adversely impacted resulting in the termination of our Client Agreements. Further,
space owners are also required to maintain the quality land and building on which our Centers are located. Failure
to maintain the same could impact the quality of our Centers and result in termination of our Client Agreements.
While there have been no such instances in the past three Fiscals, we cannot assure you that such instances will not
occur in the future which could adversely affect our business and result of operations.
In addition, space owners may also create a charge or collateral on the building property under management for the
purposes of purchasing or refinancing the purchase of the property. If these space owners are unable to repay or
refinance maturing indebtedness, their lenders could declare a default, accelerate the related debt and repossess the
property. Any re-possession in the future could result in the termination of our agreements at these Centers. Further,
necessary permits, approvals and licenses for our Centers are generally obtained in the name of the space owners.
While there have been no such instances in the past three Fiscals, we cannot assure you that such instances will not
occur in the future which could adversely affect our business and result of operations.
3. We acquired 43.69% of the paid-up equity share capital of Janak Urja Private Limited (JUPL), one of our
Associates and Group Companies, in pursuance of our PropCo-OpCo model and if we fail to realise the financial
benefit of such investments, it could have a material adverse effect on our business, financial condition, cash
flows and results of operations. Further, we may fail to successfully make acquisitions or investments, and we
may not be able to successfully integrate acquisitions or achieve the anticipated benefits from these acquisitions
or investments that we make.
As part of our growth strategy, we may seek high-quality acquisition opportunities within and outside India that are
complementary to our business or that enable us to build new and valuable capabilities for our customers. For
example, we have recently started procuring assets under the OpCo/PropCo model short for Operating Company-
Property Company model wherein the Opco is responsible for the day-to-day operations of the flex space. This
includes managing memberships, providing services and amenities, facilitating community engagement, and
ensuring smooth functioning of the workspace. The Opco generates revenue through membership fees and service
offerings. On the other hand, the PropCo owns the physical properties and leases them to the Opco. Their primary
role is to acquire, develop, and maintain the real estate assets that are used as flex spaces. The Propco generates
revenue through rental income from leasing the spaces to the Opco. (Source: JLL Report).
In pursuance of this model, our Company acquired 43.69% of the paid-up equity share capital of Janak Urja Private
Limited (“JUPL”), who in turn holds 49% of the paid-up equity share capital of Ausil Enterprise Private Limited
(“AEPL”), an entity engaged in the business of constructing and developing various types of real estate projects.
For details of the agreements entered into for such acquisition, see “History and Certain Corporate Matters -
Acquisition of the Shares of Janak Urja Private Limited (“JUPL”)” on page 241 and “History and Certain
Corporate Matters – Other Agreements” on page 245. For more details, see “Our Business - Enhancing our asset
procurement strategy” on page 222.
Pursuant to a memorandum of understanding dated February 28, 2024, entered into between our Company and
AEPL, AEPL is responsible for developing the land situated besides Gallops Hyundai, behind GMDC Ground,
Andhajan Mandal Road, near Ahmedabad, Vastrapur, Gujarat - 380015 (“the said Project”) which upon
completion will be leased to our Company for providing managed office space solutions to our clients. Accordingly,
AEPL would act as the PropCo under this model whereas our Company would act as the OpCo. Pursuant to a fund
management agreement dated September 27, 2024 entered into between AEPL and our Company, we have been
appointed as fund manager by AEPL for inter alia providing certain services in relation to the said Project. In terms
of the Fund Management Agreement, our Company is entitled to receive management fees of 15% (fifteen percent)
of the carry interest which is to be calculated by deducting total investment value and total accumulated interest
from the total sale value of the said Project. For more details, see “History and Certain Corporate Matters - Details
regarding material acquisitions or divestments of business/undertakings, mergers, amalgamation, any revaluation
of assets, etc. in the last 10 years.” and “History and Certain Corporate Matters – Other Agreements” on pages
245 and 241 245, respectively.
For the purpose of funding the said project, our Company, as on March 31, 2025 has extended loans aggregating to
₹ 257.50 million at 11% interest per annum, constituting 16.21% of our revenue from operations for Fiscal 2025.
45For further details on loans given to JUPL for the Fiscals 2025, 2024 and 2023, please see “Summary of the Offer
Document – Summary of Related Party Transactions” on page 36. Further, as on date, none of our Promoters and
Promoter Group members have any interest in JUPL.
Such investments in third parties could subject us to a number of risks, including risks associated with the sharing
of proprietary information, non-performance or default by counterparties, and disputes with such entities, any of
which could materially and adversely affect our business. We may have limited ability to control or monitor the
actions of such entities. To the extent any of these entities suffer any negative publicity as a result of its business
operations, our reputation may also be negatively affected by virtue of our association with such party. We may fail
to realise the synergies or projected operational and financial benefits we anticipated at the time of acquisition or
fail to achieve the strategic purpose for the acquisition. Such acquisitions may not generate the financial results we
expect and may be loss making over time. Acquisitions may result in dilutive issuances of equity securities or the
incurrence of debt. Any such negative developments could have a material adverse effect on our business, financial
condition, cash flows and results of operations.
4. Our success largely depends on our ability to identify the preferred buildings/ properties in preferred locations
and sourcing such Centers at the right rate of rental and other commercial terms. We intend to allocate an
aggregate of ₹731.16 million of the Net Proceeds towards capital expenditure for fit-outs in the 4 (four) Proposed
Centers, out of which we have not entered into any agreements for 2 (two) of the Proposed Centers. Any failure
to do so will adversely affect our business, cash flows, results of operations and profitability.
We strategically focus on leasing large properties in Tier 1 and Tier 2 cities. The success of our business is largely
dependent on our ability to identify the right buildings/ properties, which we offer as managed workspaces and co-
working spaces to our clients, in the right locations and our ability to source such properties at the right rate of rental
and other commercial terms. The details of the cash outflows towards lease payments and their year-on-year growth
for the last three Fiscals are set out in the table below:
During Fiscal During Fiscal During Fiscal
Year-on-year Year-on-year
Particulars 2025 (₹ in 2024 (₹ in 2023 (₹ in
growth rate (%) growth rate (%)
million) million) million)
Cash outflow for (341.14) 11.19 (306.82) 49.70 (204.96)
lease liabilities
Further, the table below sets out the details of the total right of use assets and the lease liabilities of our Company
for the years indicated:
(₹ in million)
Particulars As of March 31, 2025 As of March 31, 2024 As of March 31, 2023
Right of use assets 2,286.98 2,083.36 1,958.40
Total lease liabilities 2,549.08 2,238.61 2,018.70
While we have a dedicated team for identifying and sourcing the right buildings/ properties suitable for our business
needs, who are trained and equipped to identify and lease Centers, there can be no assurance that we will be able to
retain the members of this team or that we will be able to identify the right buildings/ properties and best locations
for new Centers going forward. For further details, in relation to the selection parameters for our Centers, see “Our
Business – Operations network and process - Identification of Cities and Submarkets” on page 229.
In line with our growth strategy, we intend to open 4 (four) Proposed Centers under the straight lease model over
the next two Fiscals, for which the fit-outs are proposed to be funded from the Net Proceeds. Accordingly, our
Company plans to allocate an aggregate of ₹731.16 million of the Net Proceeds towards capital expenditure for fit-
outs in the Proposed Centers, covering a total estimated SBA of 664,692 sq. ft. We have entered into lease
deeds/sub-lease deeds/MoUs for 2 (two) of these Proposed Centers. However, we have not entered into any
agreements for the remaining 2 (two) Proposed Centers, the details of which are as under:
46Sr. Particulars of the Proposed Super – built area Estimated cost (₹
City & State
No. Center (sq. ft.) in million)
1. Proposed Pune Center 5 Pune, Maharashtra 80,000 88.00
2. Proposed Chennai Center 1 Chennai, Tamil 60,000 66.00
Nadu
Further, we may face challenges in identifying suitable properties, engaging with prospective space owners who
may not agree to the contractual terms favourable to us, including the expected rate of rentals for such Centers. Any
inability or delay in identifying and securing the suitable properties may affect our ability to operationalize the
Proposed Centers within the anticipated timelines. This could in turn delay the deployment of the Net Proceeds
allocated towards capital expenditure for fit-outs in the Proposed Centers and may adversely impact our growth
strategy, business operations, cash flows, and financial condition. For further details on the selection parameters for
our Centers, see “Our Business – Operations network and process – Identification of Cities and Submarkets” on
page 229.
5. Our top 10 customers contributed to 38.58%, 37.18% and 37.93% of our revenue from operations and our top
20 customers contributed to 54.13%, 53.53% and 53.33% of our revenue from operations for the Fiscals 2025,
2024 and 2023, respectively. Any decrease in revenues or sales from any one of our key customers may adversely
affect our business and results of operations.
Our business operations are highly dependent on our customers, which we cater to and the loss of any of our
customers from any industry which we cater to may adversely affect our sales and consequently on our business
and results of operations.
Set forth below is the revenue contribution of our top 10 and top 20 clients to our revenue from operations, for the
years indicated:
Fiscal 2025 Fiscal 2024 Fiscal 2023
% of Revenue Amount % of Revenue Amount % of Revenue
Client* Amount (₹
from (₹ in from (₹ in from
in million)
Operations million) Operations million) Operations
Top 10 612.99 38.58 401.87 37.18 265.19 37.93
Top 20 860.04 54.13 578.60 53.53 372.84 53.33
*As of March 31, 2025, 12 of our top 20 clients were serviced from our Centers located in Ahmedabad, Gujarat and these
Centers contributed to 34.82%, 22.99%, and 20.65% of our revenue from operations, respectively, during Fiscals 2025, 2024
and 2023.
The loss of one or more of our significant clients or a reduction in the amount of business or revenue generated from
them could negatively impact our business and results of operations. We cannot assure you that we will be able to
maintain historic levels of business from our significant customers. The loss of business from any of these customers
due to any reason could adversely affect our business, financial condition and future prospects.
6. Our Managing Director is involved in a venture which is in the same line of business as that of our Company.
Umesh Satishkumar Uttamchandani (Managing Director and Promoter) is a director on the board of Scaleax
Advisory Private Limited (“SAPL”), which is authorised under its MOA to conduct similar business activities as
that of our Company. In order to address potential conflicts, our Company has entered into a Non-compete
Agreement (“Non-compete agreement”) dated November 27, 2024 with SAPL, pursuant to which SAPL has agreed
not to directly or indirectly compete with our Company in providing co-working and managed office solutions to
any of our Company’s clients or prospects identified by our Company. Further, pursuant to the Non-compete
Agreement, SAPL will not operate in areas in which our Company has a presence or is intending to create its
presence. Further, the business activities undertaken by SAPL will be limited to providing services to GCCs, and
SAPL cannot undertake services similar to the services provided by our Company that target our clients. For further
details, see “History and Certain Corporate Matters- Other Agreements- Non-compete and non-solicitation
agreement dated November 27, 2024” on page 246 . However, we cannot assure you that SAPL will always fully
comply with these noncompete obligations. Further, any termination or variation of terms of the Non-Compete
Agreement could result in a conflict of interest, which could have a material adverse effect on our revenue from
sales, results of operations and financial condition. There can also be no assurance that our Director will be able to
address conflicts of interests that arise because of his positions in such venture. Also, there can be no assurance that
our Directors will not engage in any competing business activity or acquire interests in competing ventures in the
future. For further details regarding other directorships of our Directors, see “Our Management” on page 253.
477. A portion of our new clients originate from brokers. The percentage of seats sold / facilitated through brokers as
a percentage of the new seats sold was 19.45% in Fiscal 2023, and 75.41% in Fiscal 2024 which reduced to 43.75%
in Fiscal 2025. In the event brokers gain market share compared to our direct booking channels or our competitors
are able to negotiate more favorable terms with such brokers, our business, cash flows and results of operations
may be adversely affected.
A portion of our new clients originate from brokers, with whom we have contractual arrangements and to whom
we pay commissions. The following table sets forth details of the new seats sold/facilitated through brokers, the
brokerage/commission/fees paid to brokers and the brokerage/ commission paid as a percentage of total expenses
for the years indicated:
Fiscals
Particulars
2025 2024 2023
New seats sold/facilitated through broker (in numbers) 714 1,662 591
Total new seats sold (in numbers) 1,632 2,204 3,039
New seats sold/facilitated through broker as a % of total new
43.75 75.41 19.45
seats sold
Brokerage/ Commission/ fees paid to brokers (₹ in million) 18.72 16.84 13.05
Number of brokers 15 11 6
Brokerage / Commission paid as a % of Total expenses 1.07 1.41 1.49
These third parties offer a wide breadth of services, often across multiple brands and may create the perception that
they offer the lowest prices when compared to our direct booking channels. Some of these intermediaries have
strong marketing budgets and aim to create brand awareness and brand loyalty among potential clients and may
seek to commoditize flexible workspace brands through price and attribute comparison.
While we have reduced our dependency on brokers and the seats sold/facilitated through brokers has reduced from
75.41 % in Fiscal 2024 to 43.75 % in Fiscal 2025, this decline is primarily attributable to increase in revenue derived
from direct sales. We have increased our efforts in marketing, advertising and sales promotion, by hosting various
events at our spaces to increase foot traffic and presence in the city, undertaking digital marketing activities, hosting
client get-togethers and conducting exhibitions. During Fiscals 2025, 2024 and 2023, our marketing expenditure,
comprising of advertisement, marketing and business promotion expenses amounted to ₹18.66 million, ₹ 4.68
million and ₹ 0.64 million, respectively, constituting 1.07%, 0.39% and 0.07% of our total expense, respectively.
In the event these brokers gain market share, they may impact our profitability and undermine our direct booking
channels and may be able to increase commission rates and negotiate other favorable contract terms. As part of our
standard broker engagement arrangements, we are generally required to pay brokerage fees of up to 10% of the
annual rental income earned or of the total contract value, plus applicable taxes, as the case may be, depending on
the nature and scale of the transaction. These fees are typically paid upon successful execution of lease agreements
or client onboarding facilitated by the broker. Any increase in our dependence on broker-led client acquisitions,
particularly for large enterprise clients, could result in elevated brokerage expenses and adversely affect our
profitability. Further, our competitors may be able to negotiate better or more favorable terms with such
intermediaries, impacting our bookings from these channels, which in turn may adversely affect our business and
results of operations. To the extent our reliance on such brokers increases in the future as a result of our growth
strategies, the adverse impact on our business, cash flows and results of operations may be exacerbated.
8. We have entered, and will continue to enter, into related party transactions which may turn out to be prejudicial to
our interests. Further, our Promoter Directors and Key Managerial Personnel and members of our Senior
Management have interests in us other than reimbursement of expenses incurred and normal remuneration or
benefits.
We have in the past entered into certain related party transactions with our Key Managerial Personnel, members of
our Senior Management, Promoter Directors, our corporate Promoter, Associates and our Subsidiaries. Further, our
Promoter Directors, Key Managerial Personnel members of our Senior Management have interests in us other than
reimbursement of expenses incurred and normal remuneration or benefits. The following table sets forth the
percentage of revenue from operations, derived from our top 3 (three) related party transactions*:
48(₹ in million)
% of
% of % of
As at revenue As at As at
Nature of revenue revenue
Particulars March from March March 31,
Transaction from from
31, 2025 operations 31, 2024 2023
operations operations
Janak Urja Private Loan Given 223.86 14.09 - - - -
Limited
Janak Urja Private Interest 21.84 1.37 - - - -
Limited Income
Rivet Global Sales 4.94 0.31 4.13 0.38 1.64 0.23
Services LLP
*The top 3 related party transactions have been provided as of Fiscal 2025.
For further details in relation to our related party transactions for the Fiscals 2025, 2024 and 2023, see “Summary of
the Offer Document – Summary of Related Party Transactions” and “Other Financial Information – Related Party
Transactions” on pages 36 and 354, respectively. For further details in relation to interest of our Directors, and Key
Managerial Personnel and members of our Senior Management, see “Our Management - Interest of Directors” and
“Our Management - Interest of Key Managerial Personnel and Senior Management” on pages 261 and 270,
respectively.
While we believe that all such related party transactions for the Fiscals 2025, 2024 and 2023, have been conducted
on an arm’s length basis and were not prejudicial to our interests, we may enter into related-party transactions in
the future which will be subject to approval by our Audit Committee, Board or shareholders, as required under the
Companies Act, 2013 and the SEBI Listing Regulations, we cannot assure you that such transactions, individually
or in aggregate, will not have an adverse effect on our financial condition, cash flows and results of operations or
that we could not have achieved more favourable terms if such transactions had not been entered into with related
parties. Such future related-party transactions may potentially involve conflicts of interest which may be detrimental
to the interest of our Company and we cannot assure you that such future transactions, individually or in the
aggregate, will always be in the best interests of our minority shareholders and will not have an adverse effect on
our business, financial condition, cash flows and results of operations.
9. As of Fiscal 2025, ₹ 803.97 million of our revenue from operations from our flexible working spaces was derived
from Centers located in Tier 2 cities with Ahmedabad, Gujarat accounting for ₹482.84 million constituting
30.39% of our revenue from operations. Accordingly, a significant portion of our revenues from flexible working
spaces are derived from Centers concentrated in few cities and any adverse developments affecting such Centers,
cities or regions could have an adverse effect on our business, results of operations and financial condition.
The following table sets forth details of our revenue from operations from our flexible office spaces derived from
Centers located in the top city for the periods indicated:
Fiscal 2025 Fiscal 2024 Fiscal 2023
(% of (% of
City Revenue Revenue (% of
(₹ in million) (₹ in million) (₹ in million) Revenue from
from from
operations)
operations) operations)
Tier 1 Cities* 402.42 25.33 345.08 31.93 202.62 28.98
Tier 2 Cities** 803.97 50.60 635.35 58.78 403.59 57.73
Ahmedabad, 482.84 30.39
375.90 34.78 242.08 34.63
Gujarat***
Notes:
*Tier 1 Cities refers to Noida, Hyderabad, Mumbai, and Pune:
**The Tier 2 cities refer to Ahmedabad, Jaipur, Udaipur, Vadodara, Rajkot, Gandhinagar and Indore.
***Ahmedabad, Gujarat is the top city in Tier 2 Cities.
Any decrease in revenues from our flexible workspaces from these Centers, including due to increased competition or
supply, or reduction in demand, in the markets in which these Centers operate, may have an adverse effect on our business,
49results of operations and financial condition. Further, any significant disruption, including due to social, political or
economic factors or natural calamities or civil disruptions, impacting these Centers or these regions may adversely
affect our business. Changes in the policies of the state or local governments of the regions where these Centers are
located, or the Government of India, could require us to incur significant capital expenditure and change our business
strategy. We cannot assure you that we will be able to address our reliance on these Centers located in these regions,
in the future.
10. Our cash flows from operating activities have been fluctuating in the past. We have experienced negative cash
flows from investing activities of ₹ 380.08 million, ₹408.59 million and ₹ 240.60 million in Fiscals 2025, 2024
and 2023, respectively. Further, we also have negative cash flows from financing activities of ₹529.22 million
and ₹ 36.57 million in Fiscals 2025 and 2023, respectively, and may continue to do so in the future, which could
adversely affect our business, prospects, financial condition, cash flows, and results of operations.
Our Company has experienced fluctuating and negative cash flow in the past and may continue to do so in the
future, which could materially adversely affect our business, prospects, financial condition, cash flows, and results
of operations.
While we had generated positive cash flows from operating activities in each of the last three Fiscals, we have
experienced a net decrease in cash and cash equivalents in Fiscal 2024 and Fiscal 2023. Our cash flow for the last
three Fiscals are set forth in the table below:
(₹ in million)
For Fiscals
Particulars
2025 2024 2023
Net cash flows from Operating Activities (A) 937.51 75.62 264.81
Net cash flows used in Investing Activities (B) (380.08) (408.59) (240.60)
Net cash flows from/used in Financing Activities (C) (529.22) 332.97 (36.57)
Net increase/(decrease) in cash and cash equivalents 28.20 (0.00) (12.36)
(D=A+B+C)
Cash flow is a critical indicator of our ability to generate sufficient funds from operations to cover capital expenditures,
pay dividends, repay loans, and make new investments without resorting to external financing. If we fail to generate
adequate cash flows, it may negatively impact our business operations and hinder our growth prospects.
11. Our business has grown rapidly, including experiencing growth in our Operational Centers, Operational seats
and Operational Super Built-Up Area at a CAGR of 23.67%, 16.34% and 15.24%, respectively, between March
31, 2023 to March 31, 2025, primarily driven by our Company being in the early growth phase of its business
lifecycle. As we continue to scale, there is no assurance that we will be able to achieve similar growth rates or
manage this growth effectively. Our failure to do so may adversely impact our operations, financial performance,
and future prospects.
We have experienced rapid growth in our business, including in the number of our Operational seats, Operational
Centers, Operational Super Built-Up Area and in the size of our client base. Between March 31, 2023 to March 31,
2025, our Operational Centers, Operational seats and Operational Super Built-Up Area grew at a CAGR of 23.67%,
16.34% and 15.24%, respectively; which was primarily driven by our Company being in the early growth phase of
its business lifecycle.
The following table sets forth the total number of Operational Cities, Operational Centers, Operational Super Built -
Up Area, number of Capacity Seats in Operational Centers, number of Occupied Seats in Operational Centers and
Occupancy rate in Operational Centers as of the years indicated:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Operational Cities (1) 11 11 9
Operational Centers (2) 26 25 17
Operational Super Built-Up Area (3) (million 0.84 0.81 0.63
square feet)
Number of Capacity Seats in Operational Centers 13,759 12,543 10,165
(4)
50Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Number of Occupied Seats in Operational Centers 12,054 10,422 8,218
(5)
Occupancy rate in Operational Centers (6) (%) 87.61 83.09 80.85
Notes:
(1) Operational Cities refer to cities where (i) we have entered into binding lease or operating arrangements with our space
owners; (ii) we have paid the security deposit to the space owners; and (iii) our clients can start availing our services at
the Centers.
(2) Operational Centers refer to Centers where (i) we have entered into binding lease or operating arrangements with our
space owners; (ii) we have paid the security deposit to the space owners; and (iii) our clients can start availing our
services at the Centers.
(3) Operational Super Built-Up Area of a property is the total contracted area, which includes the carpet area, along with
the terrace, balconies, areas occupied by walls, and areas occupied by common/shared construction for all our Centers.
(4) Number of Capacity Seats in Operational Centers means the maximum number of Seats available across all our
Operational Centers
(5) Number of Occupied Seats in Operational Centers means Total number of Seats contracted in our Operational Centers.
(6) Occupancy rate in Operational Centers means the percentage of Number of Occupied Seats in Operational Centers
divided by the Capacity seats in Operational Centers.
While we have not faced any material financial issues pertaining to our growth in the last three Fiscals,
maintaining/managing our present growth may not be possible going forward or could place a significant strain on
our existing financial resources. As we continue to invest in additional Centers, launch additional solutions and
services, hire additional employees and augment our marketing initiatives, we expect an increase in both capital
expenditure and operating expenses. As we grow our network and further decentralize and localize certain decision-
making and risk management functions, we may encounter inefficiencies or ineffectiveness in our internal processes.
In particular, to manage our rapid expansion, it will be necessary to enhance our reporting systems and procedures,
and continue to improve our operational, financial, management, sales and marketing and information technology
infrastructure. Additionally, continued growth could also strain our ability to maintain reliable service levels for our
clients. If we do not manage our growth effectively, increases in our capital expenditures and operating expenses could
outpace any increases in our revenue, which could have a material adverse effect on our results of operations and cash
flows.
Further, our historical growth rates may not be indicative of future growth, and we cannot assure you that we will be
able to maintain our past growth rate or secure the same number of clients we have entered into arrangements with
in the past. For instance, the COVID-19 pandemic has not only had a profound impact on the traditional office market
but also fast-tracked trends in the flexible space segment. (Source: JLL Report) As a result, the demand for flexible
workspaces increased. We cannot assure you that such instances will occur in the future. The market for our solutions
and services may not continue to grow at the rate we expect or at all, and our client base may decline because of
increased competition in the space-as-a-service sector or the maturation of our business, or the abatement of the effects
of the COVID-19 pandemic in respect of reverse migration. Furthermore, as we grow, the ability of our
management to source sufficient reasonably priced opportunities for new Centers similar to those we have historically
targeted, or to develop and launch additional solutions, products and services may become more limited.
12. We derive a significant portion of our revenue from clients engaged in certain industries, particularly more than 55%
of revenue from our operations is generated from clients in IT / ITES industry in each of the last three fiscals and a
loss of, or a significant decrease in business from clients in these industries could adversely affect our business, results
of operations, financial condition and cash flows.
A significant portion of our customer base is concentrated in specific industries, in particular IT/ITES industry and our
business growth is partially dependent on the sustained demand for our services within these industries. Consequently,
any loss of business from, or any significant reduction in the volume of business with, any of the customers from these
industries, if not replaced, could materially and adversely affect us. The following table sets forth the breakdown of our
clients by their industries based on revenue generated from such clients and occupancy rates, during the years
indicated:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
% of % of
% of
Amount R evenue Amount Revenue Amount
No. of No. of Revenue No. of
Industry (₹ in from (₹ in from (₹ in
Clients Clients from Clients
million) Operati million) Operatio million)
Operations
ons ns
Information 887.42 55.86 194 940.22 86.99 154 570.09 81.55 119
51Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Technology
(IT)/ IT enabled
services (ITES)
Consulting
221.58 13.95 126 60.93 5.64 30 5.83 0.83 14
services
Manufacturer 140.77 8.86 55 22.63 2.09 15 12.48 1.79 6
Media and
2.37 0.15 11 19.66 1.82 8 19.89 2.85 4
entertainment
Education
42.08 2.65 8 11.59 1.07 6 0.21 0.03 3
Services
Banking,
Financial
6.36 0.40 9 11.08 1.03 12 4.94 0.71 8
Services and
Insurance
Real estate &
288.17 18.14 258 14.76 1.36 216 85.67 12.25 242
Others
Total 1,588.75 100.00 661 1,080.87 100.00 441 699.11 100.00 396
Any slowdown in the global economy or India’s economic growth, specifically in the information technology
industry in India, could affect the overall business environment and specifically demand for flexible workspaces leading
to a decrease in demand for our solutions for prolonged periods. For details of fluctuations in demand in the flexible
workspace industry in India in recent years see “Industry Overview” commencing on page 155.
A downturn in any of the industries in which our clients are engaged in could lead to a reduction in our seat
occupancy, failure to sign on new clients, slow down in sourcing of new space from space owners and thereby
reduce our revenue from our Centers. In the event of unfavorable economic conditions in these industries, companies
may limit their spending on the services which we provide, which may in turn have a material adverse effect on our
business, results of operations, cash flows and financial condition.
13. We face significant competitive pressures in our business. Our inability to compete effectively would be
detrimental to our business and prospects for future growth.
The flexible workspace industry in India is intensely competitive and we compete in both the organized and
unorganized sectors with large MNCs and Indian companies, as well as regional and local companies in each of the
regions that we operate. Some of our competitors who operate in certain of the same cities and at a similar scale as
us, are Think Space Coworking Private Limited (also referred to as “The Address”) and Opulence Spaces Private
Limited. For further details in relation to our competitors, see “Industry Overview” on page 155. Some of our
competitors may be larger than us or have global spread of operations or develop alliances to compete against us,
have more financial and other resources, have access to better lease terms than we do or have greater marketing and
distribution networks or have greater brand recognition than ours. We cannot assure you that new or existing
competitors will not significantly lower rates or offer greater convenience, services or amenities or significantly
expand or improve facilities in a market in which we operate.
Flex operators bridge the gap created by a lack of quality real estate and infrastructure, resulting in a symbiotic
environment that fuels the growth of flex in Tier 2 cities. (Source: JLL Report) The expanding talent pool, coupled
with improved infrastructure, has made Tier 2 cities more accessible and connected. (Source: JLL Report) Our
success is largely dependent upon our ability to compete in areas such as seat rates, quality of Centers, brand
recognition, service level, location of the property and the quality and scope of other amenities, including food and
beverage and other facilities.
In addition, our competitors may significantly increase their advertising expenses to promote their brand and Centers,
which may require us to similarly increase our advertising and marketing expenses and change our pricing strategies,
which may have an adverse effect on our business, results of operations and financial condition. While we work
consistently to offset pricing pressures, advance our technological capability, improve our solutions or enhance our
operational efficiency to reduce costs, such efforts may not be successful. Also, as we plan to expand our offerings
into new markets, we may face strong competition from other players in the same markets. As a result, we cannot
assure you that we will be able to compete successfully in the future against our existing or potential competitors or
that our business and results of operations will not be adversely affected by increased competition. Further, we are
trailing behind our listed peers, Awfis Space Solutions Limited, Smartworks Coworking Spaces Limited and
Indiqube Spaces Limited, majorly in terms of our Operational cities, Centers, seats, super-built up area and
52occupancy rate, during the Fiscals 2025, 2024 and 2023. Furthermore, there are only few listed companies in India
that are engaged in a business similar to that of our Company and accordingly, it is not possible to provide a
significant industry comparison in relation to our Company in India. Therefore, investors must rely on their own
examination of the accounting ratios of our Company for the purposes of investment in the Issue. For further details,
see “Basis for the Issue Price” on page 140.
14. We had an attrition rate of 13.09%, 52.74% and 33.71% in Fiscals 2025, 2024 and 2023, respectively, for our
permanent employees. Our operations are dependent on our ability to attract and retain qualified personnel,
including our Key Managerial Personnel and Senior Management Personnel and any inability on our part to do
so, could adversely affect our business, results of operations and financial condition.
Our operations are dependent on our ability to attract and retain qualified personnel. While we believe that we
currently have adequate qualified personnel for our operations, we may not be able to continuously attract or retain
such personnel, or retain them on acceptable terms, given the demand for such personnel.
Set out below are details of attrition for our employees, KMPs and SMPs, for the years indicated:
Particulars 2025 2024 2023
Total number of KMPs and SMPs 9 0 0
Annual attrition rate of KMPs and SMPs (in %)* 11.11 NA NA
Total number of permanent employees 166 109 92
Annual attrition rate of our permanent employees (in %)* 13.09 52.74 33.71
*Attrition rate has been calculated by dividing the total number of permanent employees/KMPs/SMPs who resigned during the
year with the average of opening and closing total head count of the permanent employees/KMPs/SMPs during the respective
year.
For further details of the breakdown of our employees by functionalities as of March 31, 2025, see “Our Business –
Human Resources” on page 233. We cannot assure you that the attrition rates of our permanent employees will not
increase which may lead to an increase in our training and recruitment costs, which may have an adverse impact on
our profitability and financial condition. We may require a long period of time to hire and train replacement
personnel when qualified personnel terminate their employment with our Company. We may also be required to
increase our levels of employee compensation more rapidly than in the past to remain competitive in attracting
employees that our business requires. The cost of hiring and retaining our personnel affects our profitability, and is
affected by a number of factors, including our ability to hire and assimilate new employees in our Centers; our
ability to manage attrition; our need to devote time and resources to training, professional development and other
non-chargeable activities; and our ability to manage our workforce.
Our business and the implementation of our strategy is also dependent upon our Key Managerial Personnel and our
Senior Management Personnel, who oversee our day-to-day operations, strategy and growth of our business, and in
particular, we depend on our Managing Director, Umesh Satishkumar Uttamchandani and our Whole-Time
Directors, Parth Naimeshbhai Shah and Rushit Shardulkumar Shah for certain business activities. For further details,
see “Our Management – Key Management Personnel and Senior Management” on page 268. If one or more
members of our Key Managerial Personnel and our Senior Management Personnel are unable or unwilling to
continue in their present positions, such persons could be difficult to replace in a timely and cost-effective manner.
There can be no assurance that we will be able to retain these personnel. The loss of our Key Managerial Personnel
or members of our Senior Management or our inability to replace such Key Managerial Personnel or members of
our Senior Management may restrict our ability to grow, to execute our strategy, to raise the profile of our brand,
to raise funding, to make strategic decisions and to manage the overall running of our operations, which would have
a material adverse impact on our business, results of operations, financial position and cash flows.
15. For our business, we rely heavily on our Promoters namely, Parth Naimeshbhai Shah and Rushit Shardulkumar
Shah, who are the Whole-Time Directors and our Promoter, Umesh Satishkumar Uttamchandani who is the
Managing Director. Our business performance may have an adverse effect by their departure or by our failure
to recruit or keep them.
Our Promoters namely Parth Naimeshbhai Shah and Rushit Shardulkumar Shah, who are the Whole-Time Directors
and our Promoter, Umesh Satishkumar Uttamchandani who is the Managing Director, are in charge of our day-to-
day operations, strategy, and business expansion. They are also responsible for the execution of our business plan.
The Promoters have been a part of our Company since inception and it may be challenging to find a suitable
replacement for one or more of our Promoter Directors in a timely and economical manner if they are unable to
continue in their current roles. Our ability to keep the Promoter Directors on board cannot be guaranteed. Our ability
53to grow, execute our strategy, build brand awareness, raise capital, make strategic decisions, and oversee the day-
to-day operations of our business could be hampered by the loss of our Promoter Directors or our inability to find
suitable replacements. Further, there could be a materially negative effect on our operations, financial position, cash
flows, and business.
16. We may not be able to attract new clients in sufficient numbers, under the managed office space segment, which
contributed to 58.77%, 68.50% and 50.51% of our revenue from operations during Fiscals 2025, 2024 and 2023,
respectively or continue to retain existing clients, a majority portion of whom enter into service agreements
(“Client Agreements”) with long-term commitments, or agree sufficient rates to sustain and increase our client
base or at all.
We principally generate revenues through flexible workspace solutions which include managed office spaces, coworking
spaces and design & build services. Our primary focus is on serving large organizations by offering managed office
space solutions, and such offerings have average lease tenures ranging from 5 (five) to 9 (nine) years, with lock-in
periods of 3.5 (three and a half) to 5 (five) years. These longer lease commitments provide a stable and predictable
revenue stream (Source: JLL Report). Accordingly, a majority portion of the revenue generated by us is under
managed office space solutions segment. The table below sets forth a break-down of revenue generated from our
service offerings for the years indicated below:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
% of % of % of
Segment Amount Amount Amoun
Revenue No. of Revenue No. of Revenue No. of
wise (₹ in (₹ in t (₹ in
from Clients from Clients from Clients
Revenue million) million) million)
Operations Operations Operations
Managed
Space 933.75 58.77 103 740.35 68.50 76 353.14 50.51 61
Services
Co-working
89.07 5.61 365 85.23 7.89 351 47.66 6.82 309
Space
Payroll
Management 22.24 1.40 1 38.88 3.60 1 34.71 4.96 1
Service
Designing &
403.01 25.37 60 185.70 17.18 8 220.83 31.59 17
Execution
Facility
Management
58.85 3.70 97 30.71 2.83 5 42.77 6.12 8
& Other
Services
IT/ITes
81.83 5.15 35 - - - - - -
Services
Total 1,588.75 100.00 661 1,080.87 100.00 441 699.11 100.00 396
Our results of operations could be negatively impacted by a decrease in demand for our flexible workspace solutions,
particularly within the managed office space segment. Several factors may adversely affect demand for these
solutions, including geopolitical instability, increased competition, cybersecurity incidents, deterioration of our
reputation, and market saturation in our operational regions. To sustain growth, we need to continuously attract new
clients to replace departing clients and to expand our current client base. We may not be able to successfully identify
or source clients with such workspace requirements at favourable commercial terms or at all. There may not be
enough clients with large workspace requirements to take up our offerings or adequate demand in the segment of
clients with such large workspace requirements. Due to these factors and other unforeseen reasons, we may
experience a decline in our revenue growth, which could adversely affect our business, results of operations, cash
flows and overall financial condition.
Our primary source of revenue is dependent upon the timely collection of rental payments from our clients. Any
significant delays or defaults in these payments, whether due to a client's financial distress, broader economic
downturns, or other unforeseen circumstances, would directly and materially impact our cash flows and liquidity.
Such disruptions could materially and adversely affect our profitability, financial condition, and overall business
prospects.
54The table below sets forth the details of delay in receipt of rent from our customers for the years indicated:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Average no. of delays (in days) 19 21 23
We undertake significant capital expenditure for fit-out process of our Centers which are set-up under the straight
lease model. In line with our growth strategy, we aim to establish 4 Proposed Centers, under the straight-lease
model, having a total estimated SBA of 664,692 sq. ft. over the course of the next two Fiscals in cities in India to
enhance our service offerings in these emerging markets, which are proposed to be set-up from the Net Proceeds of
the Issue. For further details, see “Objects of the Issue” on page 126. In case of termination of the agreements for
such workspaces by clients, we may not be able to find replacement clients of similar nature or at similar favourable
terms and we may need to undertake additional capital expenditure for the new clients according to their
requirements and preference. In the event we are unable to source clients willing to take the entire space, we may
have to segregate the workspace into smaller units and look for smaller clients, which may increase our capital
expenditure for modifications and also increase our operation costs. These factors, if triggered, could adversely
affect our business, cash flows, results of operation and financial performance.
We also derive a portion of our revenue from operations from short-term clients, i.e., clients with whom we have
entered into Client Agreements for a tenure of less than 24 months. Consequently, we may need to actively identify
and secure new clients to occupy available seats at our Centers. In certain instances, our clients have the option to
terminate their Client Agreements with us at any time after the expiration of their lock-in period, provided they give
a minimum notice of three calendar months. Clients may cancel their Client Agreements for many reasons, including
a perception that they do not make sufficient use of our solutions and services, that they need to reduce their
expenses or that alternative work environments may provide better value or a better experience.
If we are unable to promptly backfill vacated space with new clients on comparable or favourable terms, we may
experience increased vacancy levels and corresponding reductions in revenue. These vacancy risks, particularly
across multiple Centers, could result in underutilization of assets and may strain our cash flows, profitability, and
overall financial condition.
The following table sets forth the number of Client Agreements that were terminated by clients either with notice
or during lock-in period:
Type Fiscal 2025 Fiscal 2024 Fiscal 2023 Total
Terminated with notice
Co-working space 56 22 17 95
Managed office space 7 1 1 9
Total 63 23 18 104
Terminated within Lock in period
Co-working 0 1 1 2
Managed office space 0 1 0 1
Total 0 2 1 3
Any such instances in the future could adversely affect our business, result of operations, cash flows and income.
17. Our Promoters will continue to retain significant control in our Company after the Issue, which will allow them
to exercise influence over us.
After the completion of the Issue, our Promoters are expected to hold [●] % of the paid-up Equity Share capital of
our Company. Further, the involvement of our Promoter Directors in our operations, including through strategy,
direction and customer relationships have been integral to our development and business and the loss of any of our
Promoter Directors may have a material adverse effect on our business and prospects.
Our Promoters will continue to exercise influence over all matters requiring shareholders’ approval, including the
composition of our Board of Directors, the adoption of amendments to our constitutional documents, the approval
of mergers, strategic acquisitions or joint ventures or the sales of substantially all of our assets, and the policies for
55dividends, investments and capital expenditures. This concentration of ownership may also delay, defer or even
prevent a change in control of our Company and may make some transactions more difficult or impossible without
the support of our Promoters. The interests of our Promoters could conflict with our Company’s interests, or the
interests of our other shareholders. There is no assurance that our Promoters will act to resolve any conflicts of
interest in our Company’s or your favor.
In addition, subject to receipt of the approval by the shareholders of the Company by way of special resolution at
the first general meeting held by the Company after commencement of listing and trading of the Equity Shares
pursuant to the Issue, our corporate Promoter, Dev Information Technology Limited will have the right to nominate
Jaimin Jagdishbhai Shah as its nominee director on the Board, For further details on their shareholding and their
right to appoint a nominee director, please see section entitled “History and Certain Corporate Matters –
Shareholders’ agreements” on page 243.
18. We have substantial capital expenditure and working capital requirements and may require additional financing
to meet those requirements, which could have a material adverse effect on our results of operations, cash flows
and financial condition.
Our Company has substantial capital expenditure and working capital requirements, as a result of bearing the entire
capital expenditure for our Centers under the straight lease model. The following table sets forth our working capital
requirements for the years indicated below:
(₹ in million)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Current Assets
(a) Inventories - - 2.66
(b) Financial Assets
(i) Trade receivables 422.70 118.78 36.50
(c) Current Tax Assets (Net) 160.22 65.22 34.98
(d) Other current assets 417.91 481.55 143.91
Total Current Assets (A) 1,000.83 665.55 218.05
Current Liabilities
(a) Financial Liabilities
(i) Trade payables 390.89 231.40 170.44
(b) Other current liabilities 145.12 61.63 67.18
(c) Provisions 6.64 4.57 8.14
Total Current Liabilities (B) 542.65 297.60 245.76
Working Capital Requirements (C) = (A) – 458.18 367.95 (27.71)
(B)
The following table sets forth details of our addition in property plant & equipment (or capital expenditure) for the
years indicated below:
For Fiscals (₹ in million)
Particulars
2025 2024 2023
Addition in property plant & equipment 114.75 295.36 241.05
For further details in relation to the risk pertaining to the additional capital expenditure that may be incurred to
attract new clients and retain existing clients under the straight lease model, see “Risk factors – 21. Majority of our
Centers operate under the straight lease model wherein the entire cost towards capital expenditure and fit-outs for
the Centers is borne by us. We may also have to incur additional capital expenditure to attract new clients and
retain existing clients, which may impact our cash flows and profitability” on page 58.
The actual amount and timing of our future capital expenditure or working capital requirements may differ from
estimates due to, among other factors, unforeseen delays or cost overruns, unanticipated expenses, regulatory
changes, economic conditions, design changes, weather related delays, technological changes, additional market
developments and new opportunities in the industry. In the event our space owners terminate their leases with us,
we may not be able to recover our capital expenditure incurred towards a Center, in whole or in part, as a result of
56the loss of revenue from the Center, and our business, results of operations, financial position and cash flows may
be adversely impacted. While we have not faced any such instances of termination by space owners in the last three
Fiscals, we cannot assure that such termination may not occur in the future which could adversely affect our business
prospect and revenue from operations.
As we pursue our growth plan, we expect that we will have to raise additional funds to meet our capital expenditures
or working capital needs in the future. Our sources of additional financing, in the event that we need to draw on
them to meet our working capital or capital expenditure needs, may include the incurrence of debt, the issue of equity
or debt securities or a combination of both. Our ability to arrange financing and the costs of capital of such financing
are dependent on numerous factors, including general economic and capital market conditions, credit availability
from banks, investor confidence, the continued success of our operations and other laws that are conducive to our
raising capital in this manner. If we decide to raise additional funds through the incurrence of debt or issuance of
debt securities or a combination of both, our interest and debt repayment obligations will increase, which could have
a significant effect on our profitability and cash flows. If we do incur debt in the future, our interest and debt
repayment obligations will increase, which may adversely affect our profitability and cash flows. We may also
become subject to restrictive covenants in our financing agreements, which could limit our ability to access cash
flows from operations and undertake certain types of transactions. For further details, see “Risk Factors – 30. Our
inability to meet our obligations, including financial and other covenants under our debt financing arrangements
could adversely affect our business, results of operations and financial condition.” on page 63. Any issuance of
equity to raise additional funds, on the other hand, would result in a dilution of the ownership of existing shareholders
and our earnings per Equity Share.
Our total outstanding borrowings as on May 31, 2025 were ₹1,275.67 million, on a consolidated basis. For further
details, see “Financial Indebtedness” on page 356.
Our working capital requirements may increase if the payment terms in our agreements with our clients include
reduced advance payments or longer payment schedules. These factors may result in increases in the amount of our
receivables and short-term borrowings. Continued increases in our working capital requirements or our inability to
obtain financing at favorable terms, or at all may have a material adverse effect on our financial condition, results of
operations and cash flows.
If a significant portion of these liabilities materialize, it could have an adverse effect on our business, financial
condition and results of operations. For further details, see “Restated Consolidated Financial Information – Note
37 – Financial Instruments – Fair Values & Risk Management” on page 338.
19. Conflict of interest may arise out of common business objects between our Company and our Subsidiaries and
Associates.
Conflicts may arise in the ordinary course of decision making by our Promoters or Board of Directors. Please see,
“Risk factors – 6. Our Managing Director is involved in a venture which is in the same line of business as that of
our Company.” on page 47. Our Associates viz. Finclave Accel LLP (“Finclave”) and Scaleax Advisory Private
Limited (“SAPL”), are authorised under their MOA to conduct similar business activities as that of our Company.
In order to address potential conflicts, our Company has entered into a Non-compete Agreement with SAPL. For
further details, see “History and Certain Corporate Matters- Other Agreements- Non-compete and non-solicitation
agreement dated November 27, 2024” on page 246. However, we have not entered into any non-compete agreement
with Finclave as unlike the Company which managed multiple centers, Finclave runs a single work space and
provides curated work space solutions tailored to a smaller scale, emphasising personalized service delivery within
its localised operations. While we will adopt necessary procedures and practices as permitted by law to address any
instances of conflict of interest, if and when they may arise, we cannot assure you that these or other conflicts of
interest will be resolved in an impartial manner. Further, due to the conflict of interest between us, or to the extent
that competing business operations offered by these Associates erode our market share, we may not be able to
effectively manage any such conflict or competitive pressures and, consequently, our business, cash flows, results
of operation and financial condition may be adversely affected.
20. We have certain contingent liabilities, which, if they materialize, may adversely affect our results of operations,
financial condition and cash flows.
Our contingent liabilities as at March 31, 2025, are as follows:
57(₹ in million)
Particulars As at March 31, 2025
Indirect Tax related matters 14.19
Total 14.19
We cannot assure you that we will not incur similar or increased levels of contingent liabilities in the future. If these
contingent liabilities materialize, our financial condition and results of operation may be adversely affected. For
further details on our contingent liabilities, see “Summary of the Offer Document” and “Restated Consolidated
Financial Statement –Note: 38: Contingent liabilities and Commitments” on pages 30 and 341, respectively.
21. Majority of our Centers operate under the straight lease model wherein the entire cost towards capital expenditure
and fit-outs for the Centers is borne by us. We may also have to incur additional capital expenditure to attract new
clients and retain existing clients, which may impact our cash flows and profitability.
Our revenues and cash flows are dependent on the fees we charge our clients. As on May 31, 2025, 75% of our
Centers operate under the straight-lease model. Under the straight lease model, the cost for the entire capital
expenditure and fit-outs of the Center is incurred by us. We may also have to incur additional capital expenditure
for a number of reasons, including, specific client demands. Under the straight lease model, there is a higher risk of us
having to pay fixed rentals irrespective of the occupancy of the Centers and; there is also a higher upfront cost to be
borne by us, with regards to the capital expenditure on fit-outs for these Centers, which may not be recoverable by us,
in the event of the occupancy levels being lower than the expected. The following table sets forth details of our capital
expenditure incurred in respect of the Centers, number of Centers for which capital expenditure was incurred and the
super built-up areas of our Centers, under our straight-lease model, for the years indicated:
For Fiscals
Particulars
2025 2024 2023
Capital Expenditure under the straight-lease model
51.51 223.63 193.02
(₹ in million)
Capital Expenditure under the straight-lease model
44.89 75.71 80.07
(as a percentage of total capital expenditure) (in %)
No. of Centers under the straight-lease model for
19 17 12
which capital -expenditure was incurred
Super built-up area (sq. ft.) of the Centers under the
454,092 415,340 337,351
straight-lease model
In the event we are unable to offset the capital expenditure from the rental income charged to our clients or
discontinue incurring this additional expenditure or increase the realization from our clients, they may terminate
their engagement with us. This could prevent us from achieving or maintaining profitability or positive cash flows.
Failure to generate sufficient revenue or manage our expenses effectively may result in an inability to achieve or
maintain future profitability, which could materially and adversely impact our business, operational results, cash flows,
and overall financial condition.
22. We intend to utilise up to ₹731.16 million from the Net Proceeds towards capital expenditure for fit-outs in the
Proposed Centers. We have shortlisted vendors and obtained quotations from them. However, we are yet to enter
into definitive agreements with the vendors in relation to such capital expenditure requirements.
We incur significant capital expenditure for undertaking fit-outs at our Centers which are set-up under the straight lease
model. In line with our growth strategy, we aim to establish 4 Proposed Centers, under the straight-lease model, having
a total estimated SBA of 664,692 sq. ft. over the course of the next two Fiscals in cities in India to enhance our service
offerings, which are proposed to be set-up from the Net Proceeds of the Issue. We propose to utilise up to ₹731.16
million towards capital expenditure for fit-outs in the Proposed Centers.
While we have received quotations from the vendors in respect of such capital expenditure, we have not entered into
any definitive agreements with any vendors. Accordingly, there can be no assurance that the estimates received from
such vendors will not change at the time of entering into definitive agreements with them, and consequently there can
be no assurance that we will enter into definitive agreements with the same vendors from whom we have received such
estimates. For further details, see “Objects of the Issue”, on page 126.
5823. We rely on our customer relationships to grow our business and generate revenues. Any negative customer
experience may impact our ability to attract or retain clients and impact our growth and profitability.
The quality of services delivered to our clients at our Centers are critical to the success of our business. These depend
significantly on the effectiveness of our quality control systems and standard operating procedures, which in turn,
depend on the skills and experience of our personnel, the quality of our training program, and our ability to ensure
that such personnel adhere to our policies and guidelines. We also rely on certain third parties to provide
housekeeping, valet parking and security services to our clients. Further, there have been no complaints by clients
against our Company in the last three fiscals, which materially impacted the operations or reputation of our
Company. Any decrease in the quality of services rendered by us or third parties including due to reasons beyond
our control, or allegations of defects, even when false, at any of our Centers could result in non-renewal and
termination of Client Agreements by our clients, reduction in seat occupancy in Centers, tarnish the image of our
brands, result in negative reviews and feedback from our clients and may cause clients to choose the services of our
competitors. Although we have not experienced Client Agreement terminations due to customer dissatisfaction in the past,
we cannot guarantee that such terminations will not occur in the future. Set-forth below are the details of the average
relationship tenure with our clients, under the straight-lease model, for the years as indicated below:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Average relationship tenure with
4.06 5.73 4.99
our top 10 clients (in years)
No. of clients, forming part of top
10 clients, who have relationship 5 3 5
tenure of less than 5 years
Further, due to the branded nature of our business, any adverse publicity, whether disseminated in India or
elsewhere, may negatively affect our reputation and our business generally. This risk persists regardless of the
validity of the allegations, whether they pertain to a single Center, whether we are at fault, or whether the issues
were beyond our control. The negative impact of adverse publicity relating to one Center could extend beyond that
Center, potentially impacting some or all of our other Centers. Our inability to provide a satisfactory client
experience may adversely affect our growth and revenues. Additionally, our reliance on brand and reputation to
attract clients, means that if our Centers, workspace solutions, or service offerings are perceived to be of low quality
or unappealing to both new and existing clients, or if we are influenced by external factors such as the outlook of
our industry trends and competitive dynamics, our ability to uphold a positive brand image and consequently our
business performance, results of operations, cash flows, and financial condition may suffer.
24. We have entered into long-term fixed cost leases, i.e., straight-lease for super built-up area of 479,579 sq. ft.
covering total of 21 Centers across 9 cities and 6 states aggregating 55.74% of our total seats as of May 31, 2025,
which may result in adverse impact in our liquidity, results of operations, cash flows and profitability.
We have entered into long-term fixed cost leases i.e., straight-lease, for Operational Super Built-Up Area of 479,579
sq. ft. of office space covering total of 21 Centers across 9 cities and 6 states aggregating 55.74% of our total seats
as of May 31, 2025. As on May 31, 2025, 75% of our Centers operate under the straight-lease model. The straight-
lease model faces certain disadvantages, including higher risk with the operator having to pay fixed rentals
irrespective of the occupancy of the Center and higher upfront cost with the entire capital expenditure on fit-out of
the Center being incurred by the operator (Source: JLL Report). In certain instances, some locations may
underperform due to factors such as lower than expected occupancy, market conditions, or competitive pressures.
Our inability to exit these lease agreements early or renegotiate more favourable terms may lead to continued cash
outflows in the form of rent and operating expenses, despite sub-optimal revenue generation from such Centres.
Our Centers under the straight-lease model may also face risks inherent in the straight-lease model as a result of such
disadvantages, and we may not be able to mitigate these risks effectively, or at all. As a result, our business, results
of operations, cash flows and financial condition may be adversely affected.
While we enter into lease agreements with our Space owners, for a period of 5 to 9 years, a majority of the
agreements with our clients are entered into for a period ranging between 1 to 9 years (which includes managed
spaces and co-working spaces). This mismatch in the duration of lease agreements entered into by us with our Space
owners and Clients, could have an adverse impact on our business and results of operations. We are responsible for
lease rental payments to our space owners irrespective of whether we are able to secure agreements with clients for
the workspaces rented from our space owners or not, at least until the expiry of the lock-in period under the lease
59agreements with our space owners. Further, the Company has an option to terminate the lease agreements with its
Space owners post the lapse of lock-in periods under the lease agreements. If we are unable to source clients for the
area we lease from our space owners, we will be forced to incur fixed costs on the lease rental payments, without
any corresponding revenue stability and our revenues will be adversely affected, in turn adversely affecting our cash
flows and our ability to meet our lease rental payment obligations.
The average length of the initial term and the average remaining tenure of our straight-leases are approximately 9
years and 5 years, respectively, and our future undiscounted minimum lease cost payment obligations was ₹ 2,584.57
million as of May 31, 2025.
Set-forth below are the details of the range of lock-in period for clients, cost incurred for our Centers under the
straight-lease model, average occupancy levels and the cost of non-occupancy for the years as indicated below:
For Fiscals
Particulars
2025 2024 2023
Range of lock-in period for clients under the straight-
3.5-5 years
lease model (in years)
Total cost incurred for Centers under the straight-lease
513.33 437.09 304.23
model (₹ in million)
Average occupancy levels for Centers under the
91.37 86.46 78.92
straight-lease model (in %)
Cost of non-occupancy (₹ in million) 68.68 47.84 37.36
We are responsible for these lease payments regardless of our ability to secure Client Agreements for the
corresponding space. If we are unable to replace clients who may terminate their Client Agreements with us, our
cash flows and ability to meet payment obligations under our agreements with space owners under the straight-lease
model may be adversely affected. Our ability to terminate these straight-lease arrangements are also subject to
specific terms and are not terminable without costs. Moreover, in the event lease rentals decrease in the industry we
may not be able to lower our fixed monthly payments under our agreements with space owners proportionally,
which could pressure us to lower our monthly fees to clients, which may also result in our rent expense exceeding
our revenues. In any such event, we would not have the ability to reduce our rent under the agreements with space
owners or otherwise terminate the lease in accordance with its terms. Some of our agreements with space owners
under the straight lease model contain penalties that are payable in the event we terminate the arrangement. Our
inability to manage our lease expenses under these agreements may result in an increase in our total costs and
materially adversely affect our results of operation, cash flows and profitability. For further details on the straight-
lease model, see “Our Business – Our Asset Procurement Strategy” on page 227.
25. Our insurance coverage may not be adequate to protect us against all potential losses, which may have a material
adverse effect on our business, financial condition, cash flows and results of operations.
We could be held liable for accidents that occur at our Centers or otherwise arise out of our operations. In the event
of personal injuries, fires or other accidents suffered by our employees or other people, we could face claims alleging
that we were negligent, provided inadequate supervision or be otherwise liable for the injuries. Our operational, owned
and leased or licensed, properties are insured with independent third parties in respect of buildings and equipment
covering losses due to fire, burglary and allied perils. The following table sets forth details of our insurance coverage
on our total assets as on March 31, 2025, March 31, 2024, March 31, 2023.
(₹ in million unless otherwise stated)
Particulars As of March 31, 2025 As of March 31, 2024 As of March 31, 2023
Total sum insured 1,895.59 1,245.26 57.00
Total assets* 5,101.83 3,911.88 2,747.28
Total Insurance coverage (in %) 37.16 31.83 2.07
*Total assets include current and non-current assets but exclude deferred tax assets (net) and current tax assets as mentioned
in Restated Consolidated Financial Information.
There are possible losses, which we may not have insured against or covered or wherein the insurance cover in
relation to the same may not be adequate. If we were to incur a serious uninsured loss or a loss that significantly
60exceeds the limits of our insurance policies, it could have a material adverse effect on our business, financial
condition, results of operations and cash flows. For details, see “Our Business –Insurance” on page 234.
Our policies are subject to standard limitations that apply to the length of the interruption covered and the maximum
amount that can be claimed. Therefore, insurance might not necessarily cover all losses incurred by us and we
cannot provide any assurance that we will not incur losses or suffer claims beyond the limits of, or outside the
relevant coverage of, insurance policies. We cannot assure you that the operation of our business will not be affected
by any of the risks and hazards listed above. In addition, our insurance may not provide adequate coverage in certain
circumstances including losses arising due to third-party claims that are either not covered by insurance or the values
of which exceed insurance limits, economic or consequential damages that are outside the scope of insurance
coverage and claims that are excluded from coverage. If our arrangements for insurance are not adequate to cover
claims, we may be required to make substantial payments and our results of operations, financial condition and cash
flows may therefore be adversely affected.
We may not have identified every risk, and further may not be insured against every risk, including operational
risks that may occur, and the occurrence of an event that causes losses more than the limits specified in our
policies, or losses arising from events or risks not covered by insurance policies or due to the same being inadequate.
Any of the above could materially harm our financial condition and future results of operations and cash flows.
There can be no assurance that any claims filed will be honoured fully or in a timely fashion under our insurance
policies. In addition, we may not be able to renew certain of our insurance policies upon their expiration, either on
commercially acceptable terms or at all.
26. There have been instances of certain delays in payment of statutory dues by us in the past. Any such delays in
the future may attract financial penalties from the respective government authorities and in turn may have a
material adverse impact on our financial condition and cash flows.
Our Company is required to pay certain statutory dues including employee provident fund contributions and
employee state insurance contributions under the Employees’ Provident Funds and Miscellaneous Provisions Act,
1952 and the Employees’ State Insurance Act, 1948, respectively, and professional taxes. In compliance with the
provisions of the Income Tax Act, we are also required to deduct taxes at source at prescribed rates.
The below table sets forth the details of statutory dues paid in the last three Fiscals:
Fiscal 2025 Fiscal 2024 Fiscal 2023
Particulars Statutory Unpaid Statutory Unpaid Statutory Unpaid
No. of No. of No. of
Dues Paid Amount Dues Paid Amount Dues Paid Amount
Employee Employee Employee
(₹ in (₹ in (₹ in (₹ in (₹ in (₹ in
s s s
million) million) million) million) million) million)
Employees
Provident 113 3.39 0.41 49.00 1.30 0.09 32.00 13.96 0.05
Fund
Employee
State
4 0.04 0.03 7.00 0.09 - 7.00 0.50 0.01
Insurance
Payment
Professional
145 0.27 0.03 108.00 1.04 - 92.00 - 0.10
Tax
Tax
deducted at 33 4.99 1.48 16.00 2.42 - 18.00 13.35 -
source
There have been certain instances in the past where our Company experienced delays in the payment of statutory
dues. These payments, while made belatedly, were settled with additional fees or interest, as applicable. Further,
while our Company has subsequently made payment of all pending dues, we cannot assure you that there will not
be any delays in the future. Various factors, including any administrative or operational challenges, unforeseen
circumstances, or changes in regulatory requirements beyond our control, may lead to delays in this respect,
potentially impacting our ability to meet payment deadlines in a timely manner despite our best efforts.
61Our Company shall attempt to comply in spirit and in law with all the laws applicable to the Company. Any delay
in payment of statutory dues in future, may result in the imposition of penalties and in turn may have an adverse
effect on our business, financial condition, results of operation and cash flows. Additionally, prolonged delays may
impact our reputation with regulators and stakeholders.
27. We have presented certain supplemental information of our performance and liquidity which is not prepared under
or required under Ind AS, and reliance on such information may not provide an accurate or complete picture of
our financial condition or results of operations.
This Red Herring Prospectus includes our Net Asset Value per Equity Share, EBITDA, EBITDA Margin, Capital
Employed, Return on Capital Employed, Debt to Equity Ratio, Revenue CAGR and Net Worth (collectively “Non-
GAAP Measures”) and certain other industry measures related to our operations and financial performance, which are
supplemental measures of our performance and liquidity and are not required by, or presented in accordance with, Ind
AS, IFRS or U.S. GAAP. For further details in relation to reconciliation of Non-GAAP Measures, see “Other
Financial Information” on page 354.
Further, these Non-GAAP Measures and industry measures are not a measurement of our financial performance or
liquidity under Ind AS, IFRS or U.S. GAAP and should not be considered in isolation or construed as an alternative
to cash flows, profit/ (loss) for the years/ period or any other measure of financial performance or as an indicator of our
operating performance, liquidity, profitability or cash flows generated by operating, investing or financing activities
derived in accordance with Ind AS, IFRS or U.S. GAAP. In addition, such Non-GAAP Measures and industry
measures are not standardized terms and may vary from any standard methodology that is applicable across the Indian
financial services industry, and therefore may not be comparable with financial or industry related statistical
information of similar nomenclature computed and presented by other companies, and hence a direct comparison of
these Non-GAAP Measures and industry measures between companies may not be possible. Other companies may
calculate these Non-GAAP Measures and industry measures differently from us, limiting its usefulness as a
comparative measure. Although such Non-GAAP Measures and industry measures are not a measure of performance
calculated in accordance with applicable accounting standards, our Company’s management believes that they are
useful to an investor in evaluating us as they are widely used measures to evaluate a company’s operating performance.
These Non-GAAP Measures and other statistical and other information relating to our operations and financial
performance may not be computed on the basis of any standard methodology that is applicable across the industry and
therefore may not be comparable to financial measures and statistical information of similar nomenclature that may
be computed and presented by other companies and are not measures of operating performance or liquidity defined
by Ind AS and may not be comparable to similarly titled measures presented by other companies.
28. Majority of our Centers are located in the State of Gujarat, and any adverse developments affecting this region
could have an adverse effect on our business, results of operations and financial condition.
As of May 31, 2025, 12 out of 28 of our Centers are currently located in the State of Gujarat at Ahmedabad, Rajkot,
Gandhinagar and Vadodara, contributing to 42.55%, 44.70% and 47.01% of our revenue from operations for Fiscals
2025, 2024 and 2023, respectively. Accordingly, any adverse developments in Gujarat, such as local economic
slowdown, changes in demand for flexible office spaces, increased competition, or changes in state or municipal
regulations, could have an adverse effect on our business, results of operations and financial condition. In addition,
any political instability, natural disasters, infrastructure disruptions, or policy shifts in the State of Gujarat or by the
local governing authorities in Ahmedabad, Rajkot, Gandhinagar and Vadodara could adversely impact our business
operations in the region. Such developments could lead to lower occupancy rates, reduced pricing power, increased
operating costs, or may necessitate significant changes in our commercial strategy.
While there have not been any such instances in the past three Fiscals, we cannot assure you that there will not be any
significant disruptions in our operations in the future. The occurrence of or our inability to effectively respond to or
effectively mitigate, any such event, could have an adverse effect on our business, results of operations, financial
condition and cash flows.
29. As we expand our business into new regions and markets, the sub-optimal performance of our new Centers could
adversely affect our business, prospects, results of operations, financial condition and cash flows.
As per our business strategy, we plan to continue to increase the number of our number of Centers in line with the
future growth prospects of our business. For details, refer to “Our Business – Our Strategies – Expansion into new
and existing markets” on page 221. Set-forth below are the details of the performance of Centers set up in the Fiscals
2025, 2024 and 2023, in terms of cost incurred, revenue generated and occupancy levels for the years as indicated:
62Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
No. of Centers set up 1 7 7
Lease Payments (₹ in million) 3.86 16.97 92.89
Total cost incurred# (₹ in million) 9.97 26.07 98.77
Revenue generated (₹ in million) 6.00 42.68 166.77
Capital expenditure incurred (₹ in million) 10.83 61.69 113.04
Occupancy levels (%) 100 51.77 74.57
#Total cost incurred includes lease payments and other fixed costs.
As we plan to expand our geographic footprint, and open new Centers, we may be exposed to additional challenges,
including identifying and collaborating with local business partners with whom we may have no previous business
relations, obtaining necessary governmental approvals, successfully marketing our brand and products in markets
in which we have no familiarity; attracting clients in a market in which we do not have significant experience or
visibility; being subject to additional local taxes; attracting and retaining new employees; expanding our
technological infrastructure; maintaining standardized systems and procedures; and adapting our marketing strategy
and operations to new markets in India in which different languages are spoken.
We intend to increase penetration into towns and cities in which we already operate as well as additional regions
across India and also globally in Sydney, Australia, but we cannot assure you that we will be able to do so. Factors
such as competition, client requirements, regulatory regimes, business practices and customs in these new markets
may differ from those in our existing markets, and our experience in our existing markets may not be applicable to
these new markets. In addition, as we enter new markets and geographical regions, we are likely to compete with
not only other flexible workspace operators and large, national or international companies but also the regional and
local companies and traditional space owners, who may be more familiar with local regulations, business practices
and customs, and may have stronger relationships with target clients. Any inability to expand our business into new
regions and markets in India as a result of such factors could impact our growth, and adversely affect our business,
prospects, results of operations, financial condition and cash flows.
30. Our inability to meet our obligations, including financial and other covenants under our debt financing
arrangements could adversely affect our business, results of operations and financial condition.
As on May 31, 2025, our total outstanding borrowings were ₹1,275.67 million. For further details, see “Financial
Indebtedness” on page 356. Our ability to meet our debt service obligations and repay our outstanding borrowings
will depend primarily on the cash generated by our business, which depends on the timely payment by our clients. If
our future cash flows from operations and other capital resources become insufficient to pay our debt obligations or
our contractual obligations, or to fund our other liquidity needs, we may be forced to sell assets or attempt to
restructure or refinance our existing indebtedness. Any refinancing of our debt could be at higher interest rates and
may require us to comply with more onerous covenants, which could further restrict our business operations.
We are required to obtain prior approval from certain of our lenders, as well as send prior intimation to certain of our
lenders for, among other things:
(i) making any amendments to the constitutional documents of our Company, including the memorandum of
association and articles of association of our Company;
(ii) effecting any adverse changes to or effecting a major change in our capital structure, including by way of fresh
issuance of equity shares by our Company and sub-division of the equity shares;
(iii) effecting any change in the constitution of our Company, including its shareholding pattern, ownership,
controlling interest, which may include reduction/dilution in the shareholding of the existing shareholders of
our Company; and
(iv) effecting any changes in the management and control of our Company in the practice with regard to
remuneration of directors.
For further details on restrictive covenants forming part of our loan agreements, please see “Financial Indebtedness”,
on page 356.
For details of our total borrowings, finance charges, debt-equity ratio, debt service coverage ratio and interest service
coverage ratio for the Fiscals 2025, 2024 and 2023, please see “Objects of the Issue - Details of the Objects – 2.
63Repayment and/or pre-payment, in full or part, of certain borrowings availed by our Company including redemption
of non-convertible debentures.” on page 131.
We have received consents from the relevant lenders, in relation to this Issue. However, we cannot assure you that
such consents will be granted in the future or at all. While there have been no instances of delay or failure to repay
any of the borrowing availed by our Company in the three preceding Fiscals, our failure to meet our obligations under
our financing agreements in the future or any delays or defaults by us in respect of our borrowings, could have an
adverse effect on our business, results of operations and financial condition. If the obligations under any of our
financing agreements are accelerated, we may have to dedicate a substantial portion of our cash flow from operations
to make payments under such financing documents, thereby reducing the availability of cash for our business
operations. Our future borrowings may also contain similar restrictive provisions.
31. We have availed unsecured loans that may be recalled at any time.
As of May 31, 2025, we have availed unsecured facilities aggregating ₹383.71 million. Our unsecured loans,
including working capital loans, can typically be recalled at any time at the option of the lender. There can be no
assurance that the lenders will not recall such borrowings or if we will be able to repay loans advanced to us in a
timely manner or at all. In the event that any lender seeks a repayment of any such loan, we would need to find
alternative sources of financing, which may not be available on commercially reasonable terms, or at all. As a result,
if such unsecured loans are recalled at any time, it may adversely affect our financial condition and results of
operations.
32. Our business and operations depend on the assistance of third-party vendors to fulfil tasks like providing services
such as housekeeping, valet parking, security and for hiring of contract labour and any shortcomings in the
services they offer could have an impact on our Company's operations and image.
We depend on third-party vendors to provide services to our Company such as housekeeping, valet parking,
security, and for hiring of contract labour. We cannot guarantee that the supply of these services will not be
interrupted or that these third parties will fulfil the conditions of the contract.
Set forth below are the details of the costs incurred from third-party services for the years indicated:
(₹ in million)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Housekeeping charges 44.65 36.65 18.76
Valet parking charges 3.71 3.01 1.26
Security charges 27.81 20.61 9.73
Total 76.17 60.27 29.75
Our business could be affected if there is a disruption in the third-party services, a breach of contractual
responsibilities, or if the third-party service providers terminate their service agreements with us. We cannot
guarantee that we will be able to substitute a third-party service provider with another in a timely manner, at
reasonable terms, or at all, should the third-party service provider terminate its contractual agreement with our
company.
We cannot ensure that these third-party vendors would operate within the necessary performance standards or
specifications. Third-party vendors are independent third parties over whom we have limited control, and we may
be liable if they fail to achieve the agreed standards as mentioned in the agreement. However, the third-party vendors
are contractually required to provide our Company with services that are in accordance with the requirements and
standards set forth in our contractual arrangements with them.
Further, in the event any of our third-party vendors have an increase in operating costs, including employee costs,
raw material costs, licensing expenses, etc., this may impact the cost at which they provide their services, or the
ability of such third parties to provide the relevant services. Though we typically pass on increase in costs at which
our third-party vendors provide their services, to new clients that we onboard, we may not be able to pass on such
increases in costs to our clients whose agreements are subsisting at the time of such increase, therefore any increase
in operating costs of our third-party vendors may adversely impact our business, results of operation and financial
condition.
6433. Operational risks are inherent in our business as it includes rendering services at high quality standards at our
Centers across multiple locations. A failure to manage such risks could have an adverse impact on our business,
results of operations, cash flows and financial condition.
We operate a large network of Centers across multiple cities, and the scale and geographic diversity of our
operations introduce significant operational complexity. These include seamless client onboarding, managing
service consistency, vendor performance, and customer experience across all locations. Any failure to effectively
manage these complexities could adversely affect client satisfaction, retention, and could lead to service disruptions,
reputational damage, and ultimately, a negative impact on our business, financial performance, and growth
prospects.
Further, we render hospitality services, including pantry services cleaning and housekeeping, and information
technology services, at our Centers through third-party vendors. In rendering such services, the personnel of such
third-party vendors are required to adhere to regulatory requirements and our internal standard operating procedures
with regard to health, safety and hygiene and in their interaction with our clients. Cleaning and housekeeping
services involve the handling of chemicals such as cleaning solutions, which if handled improperly may have an
adverse impact on the health of such personnel, our clients and on the environment. Consequently, our business is
associated with certain safety, privacy and public health concerns.
While we believe we have adequate insurance coverage, we may be subject to substantial liabilities if we fail to
satisfy applicable safety or health standards or cause harm to individuals or entities in the course of rendering such
services, the impact of which may exceed the insurance coverage we maintain. Further, our success in these
businesses is dependent on our reputation for providing quality services, track record of safety and performance,
and our relationship with our clients. Adverse publicity resulting from an accident or other hazardous incident could
result in a negative perception of our services and the loss of existing or potential clients. While we have not faced
any such incidents in the past, we cannot assure you that such incidents may not occur in the future which could
have an adverse effect on our reputation and business prospects.
We have not experienced any failure in effectively implementing our corporate crisis response, training and
management policies, nor have we failed to adequately address and manage the inherent risks in our business.
However, any such instances in the future could have an adverse effect on our results of operations and business
prospects.
34. We are exposed to risks associated with the development, construction and maintenance of the spaces we occupy.
We may experience delays in opening a new Center as a result of delays by the space owners in completing their
base building work or as a result of the space owners’ inability to obtain, or delays in obtaining, all necessary zoning,
land-use, building, occupancy and other required governmental permits and authorizations. While we have not faced
any such instances of delay in the last three Fiscals, however, as of May 31, 2025, we have experienced a delay in
opening of our Upcoming Ahmedabad Center 10 on account of delay in completion of construction activities within
the stipulated timelines by the space owner which has consequently delayed receipt of the completion certificate for
such Center. Failure to open a Center on schedule may damage our reputation and brand and may also cause us to
incur expenses in order to rent and provide temporary space for our clients or to provide those clients with
discounted fees.
In some cases, general contractors employed by space owners may use improper construction practices or defective
materials. Improper construction practices or defective materials can result in the need to perform extensive repairs
to our spaces, loss of revenue during the repairs and, potentially, personal injury or death. We also can suffer damage
to our reputation, and may be exposed to possible liability, if these third parties fail to comply with applicable laws.
Further, failure on account of space owners to maintain the spaces we occupy in accordance with quality standards
expected by us or our clients could lead to dissatisfaction amongst our clients and damage our reputation and lead to
business loss and adversely affect our business prospects.
35. Our operations entail certain fixed expenses, and our inability to reduce such costs during periods of low demand
for our solutions may have an adverse effect on our business, results of operations, cash flows and financial
condition.
Our operations entail certain fixed costs such as a portion of our rent expenses, common area maintenance, security
and housekeeping charges and valet parking expenses. The portion of the rent expenses that is fixed include (i) rent
65for leases that have a remaining tenure of less than 9 years, and (ii) rent for leases of low value assets such as lease
of office equipment.
Set forth below are the details of the fixed costs incurred by us for the years indicated:
(₹ in million)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Lease rental 539.03 501.89 320.03
Common area maintenance costs
Security charges 27.81 20.61 9.73
Housekeeping charges 44.65 36.65 18.76
Valet parking charges 3.71 3.01 1.26
Total 615.20 562.16 359.78
For further details in relation to our fixed expenses, see “Management’s Discussion and Analysis of Financial
Condition and Results of Operations – Significant Factors affecting our Financial Condition and Results of
Operations – Cost drivers - Expenses” on page 365. Further, the agreements with space owners we enter into in
relation to our Centers under the straight-lease model, typically include agreed periodic increments at fixed rates.
We may also have to incur costs towards periodic re-designing, restructuring, refurbishing or repair of defects at
our Centers under the straight-lease model which may not be commensurate to the increments built into our
agreements with space owner. Further, the flexible workspace industry may experience periodic changes in demand
and supply, which we may not be able to predict accurately. Consequently, we may be unable to reduce fixed
expenses in a timely manner, or at all, in response to a reduction in the demand for our solutions. Further, our
Centers may be subject to an increase in operating and other expenses in the event of increases in property and other
tax rates, increase in utility costs due to increase in electricity or water supply charges, insurance costs, repairs and
maintenance and administrative expenses, which may adversely affect our business, results of operations, cash flows
and financial condition.
36. Our Registered Office and Corporate Office are operated on leased premises and our inability to renew such
lease agreement may adversely affect our business, results of operations and financial condition.
Our Registered Office is operated on a long-term lease for 9 years expiring in 2027 and our Corporate Office is
operated on a long-term lease for 9 years expiring in 2031. In the event that the existing lease is terminated or it is
not renewed on commercially acceptable terms, we may suffer a disruption in our operations. If alternative premises
are not available at the same or similar costs, sizes or locations in a timely manner, our business, financial condition,
cash flows and results of operations may be adversely affected. Further, any regulatory non-compliance by the space
owner or adverse development relating to the space owner’s title or ownership rights to such properties, including
as a result of any non- compliance by the space owners, may entail disruptions to our operations, especially if we
are forced to vacate leased space following any such developments. In addition, the lease agreement is required to be
duly registered and adequately stamped under Indian law and if our lease agreement or other agreements entered
into by us, are not duly registered and adequately stamped, we may face challenges in enforcing them and they may
be inadmissible as evidence in a court in India unless the requisite stamp duty prescribed under applicable Indian law
is being paid.
37. The objects of the Issue for which the funds are being raised have not been appraised by any bank or financial
institutions. Any variation in the utilization of our Net Proceeds as disclosed in this Red Herring Prospectus
would be subject to certain compliance requirements, including prior Shareholders approval.
We propose to use the Net Proceeds towards funding capital expenditure towards fit-outs for Proposed Centers,
repayment and/or pre-payment, in full or part, of certain borrowings availed by our Company including redemption
of non-convertible debentures and general corporate purposes, as set forth in “Objects of the Issue” on page 126 Our
management estimates may differ from the value that would have been determined by third party appraisals, which
may require us to reschedule or reallocate our expenditure, subject to applicable laws, and may have an adverse
impact on our business, financial condition, results of operations and cash flows. The Issue expenses are estimated
to be approximately ₹ [●] million. For details, see “Objects of the Issue” on page 126. The proposed deployment of
Net Proceeds has not been appraised by any bank or financial institution or other independent agency and is based
on internal management estimates based on current market conditions and historic level of expenditures. We have
appointed the Monitoring Agency to monitor the Issue Proceeds, pursuant to Section 27 of the Companies Act, any
variation in the utilization of the Issue Proceeds shall be on account of a variety of factors such as our financial
condition, business and strategy and external factors such as market conditions and competitive environment, which
may not be within the control of our management, would require a special resolution of the Shareholders and the
Promoter will be required to provide an exit opportunity to the Shareholders who do not agree to such proposal to
66vary the objects of the Issue, at such price and in such manner in accordance with applicable law. Any delay or
inability in obtaining such Shareholders’ approval may adversely affect our business or operations.
Various risks and uncertainties, including those set forth in this “Risk Factors” section, may limit or delay our
efforts to use the Net Proceeds to achieve profitable growth in our business, including delaying the schedule of
implementation of projects for which the Net Proceeds are intended for. While we have included estimated cost
towards fit-outs for Proposed Centers on the basis of, among others, valid and existing quotations, we have not yet
identified the exact locations or placed any orders for purchase of fit-outs and other installations. As a consequence
of any increased costs, our actual deployment of funds may be higher than our management estimates, for which we
may require additional funding that we may not be able to arrange on commercially acceptable terms, or at all. We
may also face delays or incur additional costs due to failure to receive regulatory approvals, technical difficulties,
human resource, technological or other resource constraints, or for other unforeseen reasons, events or
circumstances. We may have to reconsider our estimates or business plans due to changes in underlying factors,
some of which are beyond our control, such as interest rate fluctuations, changes in input cost, and other financial
and operational factors. Accordingly, prospective investors in the Issue will need to rely upon our management’s
judgment with respect to the use of Net Proceeds. If we are unable to deploy the Net Proceeds in a timely or an
efficient manner, it may affect our business and the results of operations.
38. We are subject to government regulations in the jurisdictions in which we operate. Any non-compliance with, or
changes in, regulations applicable to us may adversely affect our business, results of operations, cash flows and
financial condition.
We are subject to a range of laws and regulations in the jurisdictions in which we operate, which impose controls
on our operations. Our space owners are also subject to similar laws and regulations in respect of their ownership
of the buildings within which we operate and manage our Centers, and, to the extent they are unable to comply with
them, our business, results of operations, cash flows and financial condition may be adversely impacted. Any
accidents at our Centers may result in personal injury or loss of life, substantial damage to or destruction of property
and equipment resulting in the suspension of operations. Any of the foregoing could subject us to litigation, which
may increase our expenses in the event we are found liable, and could adversely affect our reputation. Additionally,
the government or the relevant regulatory bodies may require us to shut down our Centers.
The adoption of stricter interpretations of existing laws, increased governmental enforcement of laws or other
developments in the future may require that we make additional capital expenditures, incur additional expenses or take
other actions in order to remain compliant and maintain our current operations. Further, complying with, and changes
in, laws and regulations or terms of approval may increase our compliance costs and adversely affect our business,
prospects, results of operations, cash flows and financial condition.
We are also subject to the laws and regulations governing relationships with employees in such areas as minimum
wages and maximum working hours, overtime, working conditions, ring and termination of employees, contract
labour and work permits and maintenance of regulatory/ statutory records and making periodic payments. There is
a risk that we may inadvertently fail to comply with such regulations, which could lead to enforced shutdowns and
other sanctions imposed by the relevant authorities. Any losses that we incur in this regard could have an adverse
effect on our reputation, business, results of operations, cash flows and financial condition.
39. The classification of cities into Tier 1 and Tier 2 categories is based on industry standard parameters, such as
population size, economic output, real estate activity and infrastructure development. However, these definitions
may not align with formal government classifications, which may use different criteria, such as HRA percentages
or population size. Readers are advised to consider these distinctions while interpreting the city classifications.
The classification of cities into Tier 1 and Tier 2 categories is based on certain industry-standard parameters taken
into account by JLL for the purposes of their report titled “India’s Flex Space Market” dated July 25, 2025, which
is exclusively prepared for the purposes of the Issue and issued by JLL, and is commissioned and paid for by our
Company. Please also see, “Risk Factors -58. We have commissioned an industry report from JLL, which has been
used for industry related data in this Red Herring Prospectus and such information is subject to inherent risks.”
on page no. 76. The criteria used by JLL for classifying cities are relatively broader and may differ from definitions
used by RBI or the government. Such classification of the cities has been done taken into consideration, amongst
others, the following set of key criteria: (i) Population and city size, (ii) Economic output taking into account
significant contributions to national or regional GDP, (iii) Human development indicators, which include
measures such as education, healthcare, and overall living standards, (iv) Infrastructure development of the city
and availability of transport, utilities, and connectivity services, and (v) Real estate activity, considering the
demand and supply of office space.
67The definitions included for the Tier 1 and Tier 2 cities in this Red Herring Prospectus may not align with formal
government classifications, which could rely on different criteria, such as house rent allowance (HRA) percentages
(in relation to the total salary) or population size. Therefore, readers are advised to consider these distinctions when
interpreting the city classifications, as the Tier 1 and Tier 2 categories considered in this RHP may not correspond
directly with official government classifications, which could lead to varying interpretations of a city's status
depending on the classification system employed.
40. We are exposed to risk of client’s defaults, which may adversely impact our cash flows and financial
performance.
Our business model is built around providing flexible workspace solutions to a wide range of clients. Set forth below
are the details of the revenue generated from our managed space and co-working space service offerings, for the
years indicated below:
Fiscal 2025 Fiscal 2024 Fiscal 2023
% of % of % of
Particulars Amount (₹ Revenue Amount (₹ Revenue Amount (₹ Revenue
in million from in million from in million from
Operations Operations Operations
Managed Space 933.75 58.77 740.35 68.50 353.14 50.51
Services
Co-working Space 89.07 5.61 85.23 7.89 47.66 6.82
Our business depends on clients fulfilling their payment obligations under agreed terms. Any defaults in payments
can impact our revenue, cash flows, and working capital. Our client base includes startups and SMEs, which may
lack financial resilience in adverse market conditions and are inherently more vulnerable to macroeconomic
challenges, funding constraints, and business uncertainties, which may impair their ability to meet payment
obligations. Further, during periods of broader market stress or reduced funding activity in the startup ecosystem,
the risk of non-payment or churn from such clients may increase, adversely impacting our cash flows, profitability,
and financial condition.
While we typically adjust unpaid dues against security deposits and take recovery actions, these measures may not
fully mitigate the financial impact of defaulted payments. Persistent or widespread defaults could lead to early
termination of agreements, reduced occupancy, and increased costs related to client acquisition and recovery.
There can be no assurance that we will be able to recover outstanding dues or replace defaulting clients promptly.
Any such events could materially and adversely affect our business, results of operations, and financial condition.
41. Our inability to protect or use our intellectual property rights may adversely affect our business. We may also
unintentionally infringe upon the intellectual property rights of others, any misappropriation of which could
harm our competitive position.
As on the date of this Red Herring Prospectus, our trademark is registered with the Trademark Registry in the name of
Dev Accelerator LLP under class 35, bearing trademark no. 4060901, dated January 18, 2019. Our Company has filed
the necessary application under Form TM-P on July 2, 2024 with the Trademark Registry for the transfer of trademark
post conversion of our Company from LLP to a body corporate, and the same is pending at the office of the registrar of
trademark. There can be no assurance that our brand name or trademarks will not be adversely affected in the future
by actions that are beyond our control including client complaints in relation to intellectual property rights
infringement, intellectual property infringements or adverse publicity from any other source in India and abroad. Any
damage to our brand name, if not immediately and sufficiently remedied, could have an adverse effect on our
reputation, competitive position in India and abroad, business, financial condition, results of operations and cash
flows.
While we take care to ensure that we comply with the intellectual property rights of others, we cannot determine with
certainty whether we are infringing any existing third-party intellectual property rights which may force us to alter our
offerings. We may also be susceptible to objections and claims from third parties asserting infringement and other
related claims. While we have not been subject to any such claims in the past three Fiscals, any such claims raised in
the future could result in costly litigation, divert management’s attention and resources, subject us to significant
liabilities and require us to enter into potentially expensive royalty or licensing agreements or to cease certain offerings.
Further, necessary licenses may not be available to us on satisfactory terms, if at all. Any of the foregoing could have
an adverse effect on our business, results of operations, cash flows and financial condition. If claims or actions are
adjudicated against us from third parties asserting infringement and other related claims in India and abroad, we may
be required to obtain a license, modify our existing technology or cease the use of such technology and design, or
68use a new non-infringing technology. In addition, we may decide to settle a claim or action against us, the settlement
of which could be costly and time consuming. We may also be liable for any past infringement. Any of the foregoing
could adversely affect our business, financial condition, results of operations and cash flows.
The application of laws governing intellectual property rights in India is uncertain, evolving and could involve
substantial risks to us. Further, if we are unable to register our intellectual properties for any reason, including our
inability to remove objections to any trademark application, or if any of our unregistered trademarks are registered
in favor of or used by a third party in India or abroad, we may not be able to claim registered ownership of such
trademark, and as a result, we may not be able to seek remedies for infringement of those trademarks by third parties,
which would cause damage to our business prospects, reputation and goodwill in India and abroad. For details, see
“Our Business – Intellectual Property” and “Government and Other Statutory Approvals” on pages 233 and 389.
42. In the event we fail to obtain, maintain or renew our statutory and regulatory licenses, permits and approvals
required to operate our business, including due to any default on the part of the owners of the properties we lease
and manage, our business, cash flows and results of operations may be adversely affected.
We are required to obtain and maintain a number of statutory and regulatory permits and approvals under central,
state and local government rules in India, generally for carrying out our business and for each of our Centers
including, without limitation, trade licenses, shops and establishment licenses, employee state insurance registration,
the registration under employees’ provident fund registration and registration for professional tax. Further, the
obligation to maintain certain approvals and licenses, including the occupation certificate and fire NOC, for our
leased premises rests with the respective space owners for our Centers and any failure to obtain such licenses and
approvals in a timely manner or at all could result in the disruption of our business operations. In the case of any
such adverse event, our Company may only be indemnified, if at all in accordance with respective license
agreements for not renewing or obtaining such approvals.
Certain of these permits and approvals are valid for a certain period and are required to be renewed at regular intervals
in accordance with the timelines prescribed under the relevant statutes or as may be provided under their respective
terms. We need to apply for certain such approvals, including the renewal of approvals that expire from time to time, in
the ordinary course of our business. To foster our growth, our Company may also consider entering into different
jurisdictions wherein we may be required to fulfil the state-wise respective compliances, laws and regulatory norms
which differ from state to state. In addition, we may need to apply for more approvals, including the renewal of
approvals which may expire from time to time, and approvals in the ordinary course of business. For further details,
see “Government and Other Statutory Approvals” on page 389.
We cannot assure you that such approvals will be issued or granted to us in a timely manner, or at all. If we fail to
obtain or retain any of these approvals or licenses or renewals thereof, in a timely manner or at all, our business may
be adversely affected. In addition, in relation to our leased Centers, we require the co-operation and assistance of
the owners of such buildings in order to apply for and renew such approvals and permits in a timely manner. Any
failure on the part of the owners of our leased or managed Centers to render cooperation and undertake the necessary
actions to obtain and renew such approvals, may adversely impact the operations at these Centers.
Further, the approvals required by us are subject to numerous conditions and we cannot assure you that these would
not be suspended or revoked in the event of non-compliance or alleged non-compliance with any terms or conditions
thereof, or pursuant to any regulatory action. Furthermore, any unfavorable changes in or interpretations of existing
laws, or the promulgation of new laws, governing our business and operations could require us to obtain additional
licenses and approvals. Regulatory authorities could also impose notices and other orders on us if we fail to obtain
any required licenses or approvals. If there is any failure by us to comply with the applicable regulations or if the
regulations governing our business are amended, we may incur increased costs, be subject to penalties, have our
approvals and permits revoked or suffer a disruption in our operations, any of which could adversely affect our
business. For details in relation to the material approvals required for our business and the status of the same, see
“Government and Other Statutory Approvals” on page 389. Further, for details of certain laws and regulations
applicable to our business, see “Key Regulations and Policies in India” on page 235.
43. Our business may suffer a significant setback if our third-party vendors are unable to secure, uphold, or renew
the licenses, registrations, and approvals necessary to conduct their operations under the statutory and regulatory
requirements.
The third-party vendors employed by us at our Centers to provide services such as housekeeping, security and valet
parking service, require to obtain certain legal and regulatory licenses, registrations, and permissions to conduct
their operations; some of these are given for a certain amount of time, while others must be renewed on a regular
69basis. In the future, they might also need to apply for additional permits, licenses, and permissions. It is not certain
that these licenses, registrations, and approvals will be renewed by the appropriate authorities on time or at all.
Furthermore, there are a number of requirements for these licenses, registrations, and approvals, and we cannot
guarantee that our third-party vendors will be able to consistently meet these requirements or that they will be able
to demonstrate compliance with these requirements to the appropriate authorities. As a result, the relevant licenses,
approvals, and registrations may be cancelled, revoked, or suspended. The third-party vendors may be subject to
fines or have their business operations disrupted, both of which could have a negative impact on our operational
outcomes. Our activities may be interrupted, and operations may be affected if they are unable to obtain, maintain,
or renew the necessary registrations or approvals. The operations of our company may be interrupted, and it
could impact our business if the third-party vendors fail to obtain, renew, maintain, or obtain the necessary licenses
or approvals, or if any licenses, approvals, or registrations are cancelled, suspended, or revoked.
44. There are outstanding legal proceedings involving our Company and one of our Promoters. Any adverse decision
in such proceedings may adversely affect our business, financial condition, and results of operations.
There are outstanding legal proceedings involving our Company and one of our Promoters. These legal proceedings
are pending at different levels of adjudication before various courts and tribunals. The following table sets forth a
summary of the litigation proceedings involving our Company and our Promoter in accordance with the Materiality
Policy. For further details of such outstanding legal proceedings, see “Outstanding Litigation and Material
Developments” beginning on page 384.
Disciplinary
actions by
Statutory Other
the SEBI or Aggregate amount
Criminal Tax or material
Name of entity Stock involved*
proceedings proceedings regulatory civil
Exchanges (₹ in million)
proceedings proceedings
against our
Promoters
Company
By our Company Nil Nil Nil Nil Nil Nil
Against our Nil 9 Nil Nil 1 14.19
Company
Directors
By our Directors Nil Nil Nil Nil Nil Nil
Against our Nil Nil Nil Nil Nil Nil
Directors
Promoters
By our Promoters Nil Nil Nil Nil 1 N/A
Against our Nil Nil Nil Nil Nil Nil
Promoters
Subsidiaries
By our Nil Nil Nil Nil Nil Nil
Subsidiaries
Against our Nil Nil Nil Nil Nil Nil
Subsidiaries
Group Companies
By our Group Nil Nil Nil Nil Nil Nil
Companies
Against our Nil Nil Nil Nil Nil Nil
Group Companies
*To the extent ascertainable and quantifiable
A summary of outstanding criminal litigation proceedings and actions by statutory or regulatory authorities
involving our KMPs and SMPs as on the date of this Red Herring Prospectus, is provided below:
70Statutory or Aggregate amount
Criminal
Name of the person regulatory involved*
proceedings
proceedings (₹ in million)
KMPs
By our KMPs Nil Nil Nil
Against our KMPs Nil Nil Nil
SMPs
By our SMPs Nil Nil Nil
Against our SMPs Nil Nil Nil
*To the extent ascertainable and quantifiable
Further, as on the date of this Red Herring Prospectus, there are no criminal litigation proceedings and actions by
statutory or regulatory authorities involving our KMPs and SMPs.
Further, we cannot assure you that any of the other outstanding litigation proceedings against our Company, or
Promoter will be settled in our favor or in favour of our Promoters, or that no additional liability will arise out of
these proceedings. Further, such proceedings could divert management time and attention and consume financial
resources in their defense or prosecution. Further, an adverse outcome in any of these proceedings may affect our
reputation, standing and future business, and could adversely affect our business, prospects, financial condition and
results of operations.
45. If we fail to maintain an effective system of internal controls, we may not be able to successfully manage, or
accurately report, our financial risks. Despite our internal control systems, we may be exposed to operational
risks, including fraud, petty theft and embezzlement, which may adversely affect our reputation, business,
financial condition, results of operations and cash flows.
Our management is responsible for establishing and maintaining internal financial controls based on the internal
control over financial reporting criteria established by it while taking into account the essential components of
internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued
by the Institute of Chartered Accountants of India. Effective internal controls are necessary for us to prepare reliable
financial reports and effectively avoid fraud. Moreover, any internal controls that we may implement, or our level
of compliance with such controls, may deteriorate over time, due to evolving business conditions.
While our management would be responsible for design, implementation and maintenance of adequate internal
financial controls to ensure the orderly and efficient conduct of our business, any inability on our part to adequately
detect, rectify or mitigate any such deficiencies in our internal controls may adversely impact our ability to
accurately report, or successfully manage, our financial risks, and to avoid fraud, each of which may have an adverse
effect on our business, financial condition, results of operations and cash flows. Notwithstanding that the auditors’
report issued on the internal financial controls over financial reporting of our Company for the Fiscals 2025, 2024
and 2023 did not contain a qualified opinion or disclaimer of opinion, there can be no assurance that deficiencies in
our internal controls will not arise in the future, or that we will be able to implement, and continue to maintain,
adequate measures to rectify or mitigate any such deficiencies in our internal controls.
Notwithstanding the internal controls that we have in place, we may be exposed to the risk of fraud or other
misconduct by employees, contractors, clients or suppliers. Fraud and other misconduct can be difficult to detect
and deter. Certain instances of fraud and misconduct may go unnoticed or may only be discovered and successfully
rectified after substantial delays. Even when we discover such instances of fraud or theft and pursue them to the full
extent of the law or with our insurance carriers, there can be no assurance that we will recover any of the amounts
involved in these cases. In addition, our dependence upon automated systems to record and process transactions may
further increase the risk that technical system flaws or employee tampering or manipulation of those systems will
result in losses that are difficult to detect, which may adversely affect our reputation, business, financial condition,
results of operations and cash flows.
46. Any failure of our information technology systems could adversely affect our business and our operations.
We have implemented various information technology solutions to cover key areas of our operations including
reservation of meeting rooms and common areas at our workspaces, logging entry and exit of visitors, customer
feedback and satisfaction, business process and customer relationship management, client billing management and
data security. For further details, see “Our Business - Information Technology” on page 231. However, these
systems are potentially vulnerable to damage or interruption from a variety of sources, which could result in a
material adverse effect on our operations. A large-scale information technology malfunction could disrupt our
71business or lead to disclosure of, and unauthorized access to, sensitive Company information. Our ability to keep
our business operating depends on the proper and efficient operation and functioning of various information technology
systems, which are susceptible to malfunctions and interruptions (including those due to equipment damage, power
outages, computer viruses and a range of other hardware, software and network problems). Such malfunction or
disruptions could interrupt our business operations and result in economic losses. Any failure of our information
technology systems could also cause damage to our reputation which could harm our business. Any of these
developments, alone or in combination, could have a material adverse effect on our business, financial condition,
results of operations and cash flows.
Our systems are also potentially vulnerable to data security breaches, whether by our employees, or our service
providers or others that may expose sensitive data to unauthorized persons. We process and transfer data, including
personal information, financial information and other confidential data provided to us by our clients. Any such security
breaches or compromises of technology systems could result in costs incurred to rectify the breach and institution of
legal proceedings against us and potential imposition of penalties which may have an adverse effect on our reputation,
business, results of operation, cash flows and financial condition.
Further, unavailability of, or failure to retain, well trained employees capable of constantly servicing our information
technology systems may lead to inefficiency or disruption of our information technology systems, thereby adversely
affecting our ability to operate efficiently. Any failure in overhauling or updating our information technology
systems in a timely manner could cause our operations to be vulnerable to external attacks and inefficient. Hence,
any failure or disruption in the operation of these systems or the loss of data due to such failure or disruption (including
due to human error or sabotage) may affect our ability to conduct our normal business operations, which may
materially adversely affect our business, financial condition, results of operations, cash flows and prospects. In
addition, technological advances from time to time may result in our systems, methods or processing facilities
becoming obsolete.
Further, we are dependent on various external vendors for certain elements of our operations such as software
development services for our website, wireless software and internet access at our Centers, biometric hardware, related
software and cables at our Centers and our real estate and project management software and are exposed to the
contractual risks and operational risks of these external vendors. Their failure to perform their contractual obligations
could materially and adversely affect our business, results of operations and cash flows.
47. We have in the past made investments in entities that are not engaged in our line of business may not yield
anticipated returns and may adversely affect our financial condition and results of operations.
We have, in the ordinary course of business, made certain strategic investments in entities that are not engaged in
same line of business as our Company. While such investments are undertaken with the objective of generating
financial returns or exploring potential growth opportunities, there can be no assurance that such investments will
achieve their intended objectives or yield anticipated returns.
We have made strategic investments, from time to time, in entities such as Las Olas Ventures LLP, Indiesemic
Private Limited, Growfitter Private Limited, Intents Mobi Private Limited, Natureovedic Consumers Private
Limited, Saasjoy Solution Private Limited and Redicine Medsol Private Limited, which do not operate in the same
line of business as our Company. We have also invested in Swadesh Venture Fund LLP, Janak Urja Private Limited
and Scaleax Advisory Private Limited, which have become our Associates pursuant to such investments. The
aggregate amount of these investments as on the date of this Red Herring Prospectus is ₹ 531.48 million.
While these investments are strategic in nature and not intended to conflict with our core operations, there can be
no assurance that they will yield the expected benefits. The performance of such entities may be impacted by factors
beyond our control, and there can be no assurance that these investments will yield favourable outcomes, and any
adverse performance may affect our financial condition, cash flows, or results of operations. For further details, see
“History and Certain Corporate Matters – Other Agreements” and “Our Subsidiaries and Associates” on pages 245
and 248, respectively.”
48. The COVID-19 pandemic has had a material and adverse impact on our business and operations, and it may
continue to have an adverse effect on our business prospects, cash flows and future financial performance.
The outbreak of the COVID-19 pandemic globally caused a slowdown of economic activity. In many countries,
businesses were being forced to cease or limit their operations for long or an indefinite period of time. Government
measures were taken to contain the spread of the COVID-19 pandemic, including travel bans, quarantines, social
distancing, and closures of non-essential services, which trigged disruptions to the business worldwide, resulting in an
economic slowdown and uncertainties pertaining to future operations. As a result of the COVID-19 pandemic, our
72operations, our ability to perform critical functions of our business, such as planning expansion, engaging with
customers and prospective customers, was adversely affected. For instance, we provided our clients discounts
aggregating to ₹ 0.03 million and ₹ 2.59 million in Fiscals 2020 and 2021, respectively, and suffered a delay of twelve
months in opening of one of our Centers at Ahmedabad during Fiscal 2021 as a result of the impact of the COVID- 19
pandemic.
The COVID-19 pandemic has resulted in, and may in the future, result in, significant economic volatility and
uncertainty in Indian and international markets, which could adversely affect the level of demands for our solutions,
the availability and price level of our supplies and our access to capital markets, which could have a material and
adverse effect on our business, cash flows, financial condition and prospects.
49. We have set up one of our Centers located at GIFT City, Ahmedabad, under the revenue share model which
exposes us to risks inherent in such a model and could adversely affect our business, prospects, results of
operations, financial condition and cash flows.
As part of our business growth strategy, as of May 31, 2025, we have set up one of our Centers located at GIFT
City, Ahmedabad, under the revenue share model. In the revenue share model, the rent payment that operators make to
landlords is based on a percentage of the generated revenue. Depending on the agreed-upon terms, landlords may or may not
contribute to the capital expenditure for fit-outs. Instead of a fixed rental amount, landlords receive a share of the revenue or
profit, on pre-negotiated terms. In certain cases, landlords may also require a minimum-guarantee component within the
arrangement. (Source: JLL Report). As per the terms agreed upon with the landlord for this Center, we are required
to make a payment of 60% of the revenue generated and liable to make minimum guarantee payments payable until
the end of the term of the contract. Our ability to meet such minimum guarantee obligations and any financial and
operational criteria, set forth under the agreement with the landlord, is subject to, among other things, risks common
to the overall flexible workspace industry, such as an inability to attract clients or face competition effectively,
which may be outside our control. We are also required to indemnify the landlord against proceedings raised by
authorities or clients, breach of terms and violation of applicable laws in operating this Center. If we fail to meet such
minimum guarantee obligations, experience early termination by the landlord or are required to fulfil our
indemnification obligations, our business, prospects, results of operations, cash flows and financial condition may
be adversely impacted. Our increased focus in setting up Centers under this type of model in the future could expose
us risks inherent to this type of model and could adversely affect our business, prospects, results of operations,
financial condition and cash flows.
50. As of the Fiscals 2025, 2024 and 2023, we derived 40.06%, 47.38% and 34.10% of our revenue from operations,
from the straight lease model and 23.05%, 29.00% and 23.23% of our revenue from operations, from the
furnished by landlord model. Space owners demanding revenue-share models or launching competing flexible
workspace offerings may adversely impact our margins, cash flows and profitability.
The commercial real estate market, particularly within the flexible workspace sector, is dynamic and evolving. As
of May 31, 2025, 21 of our Centers operate under the straight lease model wherein landlords lease space to operators
at a fixed rental amount; 6 of our Centers are furnished by landlords wherein the landlord provides fully furnished
and equipped office spaces to flex operators; and 1 of our Centers operates under the revenue share model wherein
the rent payment that we make to the landlords is based on a percentage of the generated revenue, in addition to the
minimum guarantee committed, irrespective of revenue generation. For further details of our models, please refer
“Our Business - Our Asset Procurement Strategy” on page 227.
We face increasing risks stemming from space owners who may demand revenue-share lease models rather than
traditional fixed-rent agreements. While the revenue share model, may offer lower upfront fixed costs, they
introduce variability and unpredictability in rental obligations, which may adversely impact our margins, cost
structure, and cash flows. Landlords are increasingly considering the inclusion of flexible space within their property
portfolios. This can be achieved through a combination of collaborating with multiple operators or by directly
entering the flex space segment via strategic investments and partnerships. This allows for a flexible and scalable
expansion model, benefiting both landlords and flex space providers (Source: JLL Report). Given their access to
our operating model, customer base, and pricing data, our landlords may leverage such information to compete
directly with our offerings. This could result in increased competition for customers, pricing pressure, and reduced
ability to secure or renew leases on favorable terms.
If landlords continue to demand revenue-sharing arrangements or launch their own competing offerings, the
availability and cost of suitable real estate inventory may be significantly affected. While we have not faced any
such instances in the past three Fiscals, we cannot assure you that landlords will not demand a revenue-sharing
model with us in the future or open competing spaces and any such developments could materially and adversely
73impact our ability to expand our operations, retain existing customers, or achieve expected profitability, thereby
affecting our business, financial condition, and results of operations.
51. A majority of our Centers operate under the straight lease model and any change in the landlord-operator
dynamics or increased landlord participation in the flex space market may adversely impact our business,
operations, cash flows, results of operations and profitability.
A majority of our Centers operate under the straight lease model wherein the entire cost towards capital expenditure
and fit-outs for the Centers is borne by us. Under the straight lease model, the landlords lease space to operators at a
fixed rental amount. As of May 31, 2025, 75% of our Centers operate under the straight lease model. Further, in line
with our growth strategy, we intend to open 4 (four) Proposed Centers under the straight lease model over the next two
Fiscals.
However, we may face the risk of landlords wanting to participate more actively, effectively changing the dynamics
of the landlord-operator relationship. As landlords want to be more participative in the flex market, there is potential
for contractual conflicts which may disrupt the center’s operations. Also, landlords may choose to enter the business
of competing flex offerings. However, the risks here are evened out as operators bring in specialised service
characteristics and expertise which a landlord may not be able to match. Offering a property is different than the
service and the flex market is now differentiated on its overall service offering than just the property or fitouts
(Source: JLL Report).
While we have not faced any instances of landlords wanting to participate more actively in our flex space operations
in the Fiscals 2025, 2024 and 2023, we cannot assure you that the dynamics between us and our landlords may not
change in the future and in case of any such occurrence, it may adversely impact our business, cash flows, results
of operations and profitability.
52. Larger clients may outgrow our offerings and transition to direct leases with space owners, which may adversely
impact our client retention, occupancy and revenue from operations.
While our flexible workspace solutions are designed to cater to a wide spectrum of businesses, including large
enterprises, there is a risk that some of our larger or fast-growing clients may eventually outgrow the managed office
space solutions. As these clients expand their operations, they may prefer the cost benefits, space customization,
and long-term security associated with directly leasing commercial properties from landlords or developers, rather
than continuing with managed office space solutions.
Such transitions could result in early terminations or non-renewals of their agreements with us, leading to lower
occupancy levels and reduced revenue. Given that larger clients typically lease workspaces with higher SBA and
contribute meaningfully to our overall income, their exit or downsizing could have a disproportionately negative
impact on our financial performance and growth trajectory.
However, according to the JLL Report, the Straight Lease model is favoured by established landlords in the market
who prefer a straightforward and predictable financial arrangement and by opting for this model, landlords can
minimize risk and enjoy a stable income stream while also limiting their involvement in the day-to-day operations
of the flex space.
Although we strive to retain such clients by offering enterprise-grade solutions and scalable workspace options, we
may not be able to fully prevent their migration to traditional leasing arrangements. There can be no assurance that
our efforts to retain clients will be successful, and the loss of one or more of these clients may materially and
adversely affect our results of operations, cash flows, and business prospects.
53. Shifts in work culture, such as the rise of remote and hybrid working models, could alter the demand for physical
office spaces, which could adversely affect our business, results of operations, cash flows and financial condition.
Shifts in the work culture, particularly the increasing prevalence of remote and hybrid working models, pose a
significant risk to our business operations and financial performance. As more companies, especially in the
technology sector, embrace flexible working arrangements, the demand for physical office spaces may diminish,
impacting our occupancy rates and revenue streams. The growing preference for remote working can lead to a
decreased need for physical office spaces, as businesses and employees opt for virtual collaboration tools and home
offices. Additionally, the need to adapt to these changes may require substantial investment in modifying our service
offerings or developing new value propositions to attract and retain clients, further straining our financial resources.
74The pandemic has accelerated the shift towards hybrid work models. Operators need to adapt to changing workplace
dynamics and cater to the evolving needs and expectations of tenants, such as flexible terms, health and safety
protocols, and remote work support (Source: JLL Report).
The evolving nature of work culture necessitates continuous monitoring and strategic adaptation to mitigate these
risks and ensure that we remain competitive and financially resilient in an increasingly remote-centric business
environment. We cannot assure you that we will be able to mitigate the adverse effects of remote working trends
on our business, results of operations, cash flows and financial condition.
54. Our operations could be adversely affected by strikes, work stoppages, lockouts or increased wage demands by
our employees or any other kind of disputes with our employees.
As of May 31, 2025, we had 182 employees across our operations and 98 personnel engaged on a contractual basis.
For further details, see “see “Our Business –Human Resources” on page 233. While our employees are not currently
unionized, we cannot assure you that our employees will not unionize in the future. Union organizing efforts or
collective bargaining negotiations could lead to work stoppage, lockouts and/or slowdowns and/or strikes by our
employees, which could have a material adverse effect on our business, financial condition, results of operations,
cash flows and prospects. Furthermore, in the event that all or part of our employees are represented by one or more
labour union, we may face higher employee costs and increased risks of work stoppages, lockouts, slowdowns
and/or strikes, which could have a material adverse effect on our business, financial condition, results of operations,
cash flows and prospects.
Although we have not experienced any strikes or labour unrest in the past three Fiscals, we cannot assure you that
we will not experience disruptions in future due to disputes or other problems with our work force, which may
adversely affect our ability to continue our business operations. In the past three Fiscals, there have been no instances
of strikes, work stoppages, or lockouts at any of our facilities or involving any of our employees. In the event our
employee relationships deteriorate, or we experience significant labour unrest, strikes and other labour action, work
stoppages could occur and there could be an adverse impact on our operations. We are also subject to, and may
continue to contest, regulatory claims alleging defaults in relation to employee wage payments and contributions.
Any such actions could adversely affect our business, results of operations and financial condition.
We are also subject to a number of stringent labour laws that protect the interests of workers, including legislation
that sets forth detailed procedures for dispute resolution and employee removal and legislation that imposes financial
obligations on employers upon retrenchment. If labour laws become more stringent, it may become more difficult
for us to maintain flexible human resource policies, discharge employees or downsize, any of which could have a
material adverse effect on our business, financial condition, results of operations, cash flows and prospects.
55. We rely on contract labour for carrying out certain of our operations and we may be held responsible for paying
the wages of such workers, if the independent contractors through whom such workers are hired default on their
obligations, and such obligations could have an adverse effect on our results of operations, cash flows and
financial condition.
In order to retain flexibility and control costs, we appoint independent contractors who in turn engage on- site
contract labour for performance of certain of our operations. As of March 31, 2025, 98 personnel are engaged on a
contractual basis. Set forth below are the details of our contractual employees, categorized by department, as of the years
as indicated:
Number of contractual employees
Department
Fiscal 2025 Fiscal 2024 Fiscal 2023
Security services 31 26 20
Housekeeping services 64 42 38
Valet parking services 3 3 2
Total 98 71 60
Although we do not engage these labourers directly, we may be held responsible for any wage payments to be made
to such labourers in the event of default by such independent contractor. While we have not faced any such instances
in the past three Fiscals, any requirement to fund their wage requirements in the future may have an adverse impact
on our results of operations and financial condition. In addition, under the Contract Labour (Regulation and
Abolition) Act, 1970, we may be required to absorb a number of such contract labourers as permanent employees.
Thus, any such order from a regulatory body or court may have an adverse effect on our business, results of
operations, cash flows and financial condition.
7556. We are exposed to a variety of risks associated with safety, security and crisis management.
We are committed to ensure the safety and security of our clients, clients’ employees, our employees and assets
against natural and man-made threats. These include, but are not limited to, exceptional events such as extreme
weather, civil or political unrest, violence and terrorism, serious and organized crime, fraud, employee dishonesty,
cybercrime, pandemics, fire and day-to-day accidents, incidents, health crises of clients and petty crime which
impact the client or employee experience, could cause loss of life, sickness or injury and result in compensation
claims, fines from regulatory bodies, litigation and impact our reputation. Serious incidents or a combination of
events could escalate into a crisis which, if managed poorly, could further expose us and our brands to significant
reputational damage.
Further, the occurrence of events such as accidents or any criminal activity at any of our Centers may result in
personal injury or loss of life, substantial damage to or destruction of property and equipment resulting in the
suspension of operations and may subject us to legal proceedings resulting in adverse publicity and cause a loss of
client confidence in our business. Such events occurring at any one of our Centers may also have an adverse effect
on our reputation and may also adversely affect operations of our other Centers.
57. Our business is sensitive to economic cycles and may be adversely impacted by economic downturns, hiring
freezes, or corporate budget constraints.
The demand for flexible and co-working office space, is closely tied to macroeconomic conditions and corporate
spending behaviour. The flex space industry can be heavily influenced by economic fluctuations and downturn
cycles. During economic downturns or periods of low business activity, occupiers may face corporate budget cuts
or there may be hiring freezes which impacts real estate demand. As a result, tenant demand for office spaces can
reduce translating into lower demand for flex workspaces, which can impact occupancy levels and rental incomes
for operators (Source: JLL Report). This may lead to cancellation or non-renewal of client agreement, or lower
occupancy across our Centers.
Further, start-ups, freelancers, and small businesses, which form a part of our customer base, are often more
vulnerable to changes in funding environments and economic uncertainty, which could also impact their ability or
willingness to commit to workspace solutions.
While we have not faced any such instances in the past three Fiscals, a prolonged downturn or broad-based corporate
budget cuts could materially and adversely affect our revenue, occupancy rates, profitability, and financial
performance.
58. We have commissioned an industry report from JLL, which has been used for industry related data in this Red
Herring Prospectus and such information is subject to inherent risks.
We have commissioned and paid for a report titled “India’s Flex Space Market” dated July 25, 2025, which is
exclusively prepared for the purposes of the Issue and issued by JLL and is commissioned and paid for by our
Company, which has been used for industry related data that has been disclosed in this Red Herring Prospectus. Our
Company, our Promoters, our Directors, our KMPs and members of our Senior Management are not related to JLL.
JLL uses certain methodologies for market sizing and forecasting. Accordingly, investors should read the industry related
disclosure in this Red Herring Prospectus in this context. Industry sources and publications are also prepared based on
information as of specific dates and may no longer be current or reflect current trends. Industry sources and
publications may also base their information on estimates, projections, forecasts and assumptions that may prove to
be incorrect. JLL has advised that while it has taken reasonable care to ensure the accuracy and completeness of the
JLL Report, it believes that the JLL Report presents a true and fair view of the industry within the limitations of,
among others, secondary statistics and primary research, and it does not purport to be exhaustive, and that the results
that can be or are derived from these findings are based on certain assumptions and parameters/ conditions. As such, a
blanket, generic use of the derived results or the methodology is not encouraged. Further, the JLL Report is not a
recommendation to invest / disinvest in any company covered in the JLL Report. Accordingly, prospective investors
should not base their investment decision solely on the information in the JLL Report.
The commissioned JLL Report also highlights certain industry and market data, which may be subject to
assumptions. There are no standard data gathering methodologies in the industry in which we conduct our business,
and methodologies and assumptions vary widely among different industry sources. Further, such assumptions may
76change based on various factors. We cannot assure you that JLL’s assumptions are correct and will not change and,
accordingly, our position in the market may differ, favorably or unfavorably, from that presented in this Red Herring
Prospectus.
In view of the foregoing, you may not be able to seek legal recourse for any losses resulting from under-taking any
investment in the Issue pursuant to reliance on the information in this Red Herring Prospectus based on, or derived
from, the JLL Report. You should consult your own advisors and undertake an independent assessment of
information in this Red Herring Prospectus based on, or derived from, the JLL Report before making any investment
decision regarding the Issue.
59. The determination of the Price Band is based on various factors and assumptions and the Issue Price of the Equity
Shares may not be indicative of the market price of the Equity Shares upon listing on the Stock Exchanges.
The determination of the Price Band and discount, if any, is based on various factors and assumptions, and will be
determined by our Company, in consultation with the Book Running Lead Manager. Furthermore, the Issue Price
of the Equity Shares will be determined by our Company, in consultation with the Book Running Lead Manager
through the Book Building Process. These will be based on numerous factors, including those described under “Basis
for Issue Price” on page 140, and may not be indicative of the market price of the Equity Shares upon listing on the
Stock Exchanges.
The price of our Equity Shares upon listing on the Stock Exchanges will be determined by the market and may be
influenced by many factors outside of our control. For further details, see “Risk factors – 69. Our Equity Shares have
never been publicly traded, and, after the Issue, the Equity Shares may experience price and volume fluctuations,
and an active trading market for the Equity Shares may not develop. Further, the Issue Price of the Equity Shares
may not be indicative of the market price of the Equity Shares after the Issue.” on page 81.
60. Significant differences exist between Ind AS and other accounting principles, such as US GAAP and
International Financial Reporting Standards (“IFRS”), which investors may be more familiar with and consider
material to their assessment of our financial condition.
Our Restated Consolidated Financial Information are derived from our audited consolidated financial statements for
the years ended March 31, 2025, March 31, 2024, and March 31, 2023, prepared in accordance with Ind AS, based
on email dated October 28, 2021 from SEBI to Association of Investment Bankers of India, and all restated in
accordance with requirements of Section 26 of Part I of Chapter III of Companies Act, SEBI ICDR Regulations, and
the Guidance Note on “Reports in Company Prospectuses (Revised 2019)” issued by ICAI. Ind AS differs in certain
significant respects from IFRS, U.S. GAAP and other accounting principles with which prospective investors may be
familiar in other countries. We have not attempted to quantify the impact of US GAAP, IFRS or any other system
of accounting principles on the financial data included in this Red Herring Prospectus, nor do we provide a
reconciliation of our financial statements to those of US GAAP, IFRS or any other accounting principles. US GAAP
and IFRS differ in significant respects from Ind AS and Indian GAAP. Accordingly, the degree to which the Restated
Consolidated Financial Information included in this Red Herring Prospectus will provide meaningful information is
entirely dependent on the reader’s level of familiarity with Ind AS, the Companies Act and the SEBI ICDR Regulations.
Any reliance by persons not familiar with Indian accounting practices on the financial disclosures presented in this Red
Herring Prospectus should accordingly be limited.
61. Pursuant to listing of the Equity Shares, we may be subject to pre-emptive surveillance measures like Additional
Surveillance Measure (ASM) and Graded Surveillance Measures (GSM) by the Stock Exchanges in order to
enhance market integrity and safeguard the interest of investors.
SEBI and the Stock Exchanges have introduced various pre-emptive surveillance measures in order to enhance market
integrity and safeguard the interests of investors, including ASM and GSM. ASM and GSM are imposed on securities of
companies based on various objective criteria such as significant variations in price and volume, concentration of certain
client accounts as a percentage of combined trading volume, average delivery, securities which witness abnormal
price rise not commensurate with financial health and fundamentals such as earnings, book value, fixed assets, net
worth, price / earnings multiple and market capitalization.
Upon listing, the trading of our Equity Shares would be subject to differing market conditions as well as other factors
which may result in high volatility in price, low trading volumes, and a large concentration of client accounts as a
percentage of combined trading volume of our Equity Shares. The occurrence of any of the abovementioned factors
or other circumstances may trigger any of the parameters prescribed by SEBI and the Stock Exchanges for placing our
securities under the GSM and/or ASM framework or any other surveillance measures, which could result in significant
restrictions on trading of our Equity Shares being imposed by SEBI and the Stock Exchanges. These restrictions may
77include requiring higher margin requirements, requirement of settlement on a trade for trade basis without netting off,
limiting trading frequency, reduction of applicable price band, requirement of settlement on gross basis or freezing of
price on upper side of trading, as well as mentioning of our Equity Shares on the surveillance dashboards of the
Stock Exchanges. The imposition of these restrictions and curbs on trading may have an adverse effect on market
price, trading and liquidity of our Equity Shares and on the reputation and conditions of our Company.
External Risk Factors
62. The occurrence of natural or man-made disasters could adversely affect our results of operations, cash flows
and financial condition. Hostilities, terrorist attacks, civil unrest and other acts of violence could adversely affect
the financial markets and our business.
The occurrence of natural disasters, including cyclones, storms, floods, earthquakes, tsunamis, tornadoes, fires,
explosions, pandemic disease and man-made disasters, including acts of terrorism and military actions, could
adversely affect our results of operations, cash flows or financial condition. Terrorist attacks and other acts of
violence or war may adversely affect the Indian securities markets. In addition, any deterioration in international
relations, especially between India and its neighbouring countries, may result in investor concern regarding regional
stability which could adversely affect the price of the Equity Shares. In addition, India has witnessed local civil
disturbances in recent years, and it is possible that future civil unrest as well as other adverse social, economic or
political events in India could have an adverse effect on our business. Such incidents could also create a greater
perception that investment in Indian companies involves a higher degree of risk and could have an adverse effect on
our business and the market price of the Equity Shares.
63. Political, economic or other factors that are beyond our control may have an adverse effect on our business, cash
flows and results of operations.
We are dependent on domestic, regional and global economic and market conditions. Our performance, growth and
market price of our Equity Shares are and will be dependent to a large extent on the health of the economy in which
we operate. There have been periods of slowdown in the economic growth of India. Demand for our solutions may be
adversely affected by an economic downturn in domestic, regional and global economies. Our results of operations are
significantly affected by factors influencing the Indian economy. Economic growth in India is affected by various
factors including:
• domestic consumption and savings, and prevailing income conditions among consumers and corporations in
India;
• any increase in Indian interest rates or inflation;
• political instability, terrorism or military conflict in India or in countries in the region or globally, including in
India’s various neighbouring countries;
• any scarcity of credit or other financing in India, resulting in an adverse impact on economic conditions in India
and scarcity of financing for our expansions;
• volatility in, and actual or perceived trends in trading activity on India’s principal stock exchanges;
• changes in India’s tax, trade, fiscal or monetary policies;
• balance of trade movements, namely export demand and movements in key imports (oil and oil products);
• any downgrading of India’s debt rating by a domestic or international rating agency;
• financial instability in financial markets;
• global economic uncertainty and liquidity crisis and volatility in exchange currency rates; and
• other significant regulatory or economic developments in or affecting India or its flexible workspace industry.
Consequently, any future slowdown in the Indian economy could harm our business, results of operations, financial
condition and cash flows. Also, a change in the government or a change in the economic and deregulation policies
could adversely affect economic conditions prevalent in the areas in which we operate in general and our business in
78particular and high rates of inflation in India could increase our costs without proportionately increasing our
revenues, and as such decrease our operating margins.
On February 24, 2022, Russian military forces invaded Ukraine. Although the length, impact and outcome of the
ongoing military conflict in Ukraine is highly unpredictable, this conflict and responses from international
communities could lead to significant market and other disruptions, including significant volatility in commodity
prices and supply of energy resources, instability in financial markets, supply chain interruptions, political and social
instability, changes in consumer or purchaser preferences as well as increase in cyberattacks and espionage.
To date, we have not experienced any material interruptions in our business operations in connection with these
conflicts. We have no way to predict the progress or outcome of the conflict in Ukraine as the conflict, and any resulting
government reactions, are rapidly developing and beyond our control. The extent and duration of the military action,
sanctions and resulting market disruptions could be significant and could potentially have a substantial impact on
the global economy and our business for an unknown period of time. Any of the abovementioned factors could
affect our business, financial condition, cash flows and results of operations.
64. We may be affected by competition law in India and any adverse application or interpretation of the
Competition Act could in turn adversely affect our business and cash flows.
The Competition Act was enacted for the purpose of preventing practices that have or are likely to have an adverse
effect on competition in India and has mandated the Competition Commission of India to regulate such practices.
Under the Competition Act, any arrangement, understanding or action, whether formal or informal, which causes
or is likely to cause an appreciable adverse effect on competition is void and attracts substantial penalties.
Further, any agreement among competitors which, directly or indirectly, involves determination of purchase or sale
prices, limits or controls production, or shares the market by way of geographical area or number of subscribers in
the relevant market is presumed to have an appreciable adverse effect in the relevant market in India and shall be
void. The Competition Act also prohibits abuse of a dominant position by any enterprise. On March 4, 2011, the
Central Government notified and brought into force the Competition Commission of India (Procedure in regard to
the transaction of business relating to combinations) Regulations (“Combination Regulations”) under the
Competition Act with effect from June 1, 2011. The Combination Regulations require acquisitions of shares, voting
rights, assets or control or mergers or amalgamations that cross the prescribed asset and turnover based thresholds
to be mandatorily notified to, and pre-approved by, the Competition Commission of India. Additionally, on May 11,
2011, the Competition Commission of India issued the Competition Commission of India (Procedure for Transaction
of Business Relating to Combinations) Regulations, 2011, which sets out the mechanism for implementation of the
merger control regime in India. The Competition Act aims to, among other things, prohibit all agreements and
transactions which may have an appreciable adverse effect in India. Consequently, all agreements entered into by us
could be within the purview of the Competition Act. Further, the Competition Commission of India has
extraterritorial powers and can investigate any agreements, abusive conduct or combination occurring outside of
India if such agreement, conduct or combination has an appreciable adverse effect in India.
However, the impact of the provisions of the Competition Act on the agreements entered into by us cannot be
predicted with certainty at this stage. We do not have any outstanding notices in relation to non- compliance with
the Competition Act or the agreements entered into by us.
The Competition (Amendment) Act, 2023 (“Competition Amendment Act”) was recently notified. The Competition
Amendment Act amends the Competition Act and gives the CCI additional powers to prevent practices that harm
competition and the interests of consumers. The Competition Amendment Act, inter alia, modifies the scope of
certain factors used to determine AAEC, reduces the overall time limit for the assessment of combinations by the
CCI from 210 days to 150 days and empowers the CCI to impose penalties based on the global turnover of entities,
for anti-competitive agreements and abuse of dominant position.
However, if we are affected, directly or indirectly, by the application or interpretation of any provision of the
Competition Act, or any enforcement proceedings initiated by the Competition Commission of India, or any adverse
publicity that may be generated due to scrutiny or prosecution by the Competition Commission of India or if any
prohibition or substantial penalties are levied under the Competition Act, it would adversely affect our business and
cash flows.
65. Changing laws, rules and regulations and legal uncertainties, including adverse application of tax laws, may
adversely affect our business, prospects and results of operations.
79The regulatory and policy environment in which we operate is evolving and subject to change. Unfavorable changes in
or interpretations of existing, or the promulgation of new, laws, rules and regulations including foreign investment and
stamp duty laws governing our business and operations could result in us being deemed to be in contravention of such
laws and may require us to apply for additional approvals. For instance, the Supreme Court of India has in a decision
clarified the components of basic wages which need to be considered by companies while making provident fund
payments, which resulted in an increase in the provident fund payments to be made by companies. Any such decisions
in future or any further changes in interpretation of laws may have an impact on our results of operations.
Further, any future amendments may affect our tax benefits such as exemptions for income earned by way of dividend
from investments in other domestic companies and units of mutual funds, exemptions for interest received in respect
of tax-free bonds, and long-term capital gains on equity shares. The Government of India has recently announced the
union budget for Financial Year 2026 (“Budget”), following which the Finance Bill, 2025 was enacted by the Parliament
of India after receiving the President’s assent on March 29, 2025, becoming the Finance Act, 2025.We have not fully
determined the impact of these recent and proposed laws and regulations on our business. We cannot predict whether
the amendments made pursuant to the Finance Act, 2025 would have an adverse effect on our business, financial
condition, future cash flows and results of operations.
Furthermore, changes in capital gains tax or tax on capital market transactions or the sale of shares could affect investor
returns. As a result, any such changes or interpretations could have an adverse effect on our business and financial
performance. For further discussion on capital gains tax, see “Risk Factors – 71. Investors may be subject to Indian
taxes arising out of income arising from distribution of dividend and sale of the Equity Shares” on page 81.
We cannot predict the impact of any changes in or interpretations of existing, or the promulgation of, new laws, rules,
and regulations applicable to us and our business. Unfavorable changes in or interpretations of existing, or the
promulgation of new laws, rules and regulations including foreign investment and stamp duty laws governing our business
and operations could result in us, our business, operations, or group structure being deemed to be in contravention of
such laws and/or may require us to apply for additional approvals. We may incur increased costs and expend resources
relating to compliance with such new requirements, which may also require significant management time, and any
failure to comply may adversely affect our business, results of operations and prospects. Uncertainty in the
applicability, interpretation, or implementation of any amendment to, or change in, governing law, regulation or policy,
including by reason of an absence, or a limited body, of administrative or judicial precedent may be time consuming
as well as costly for us to resolve and may impact the viability of our current business or restrict our ability to grow our
business in the future.
66. Under Indian law, foreign investors are subject to investment restrictions that limit our ability to attract foreign
investors, which may adversely affect the trading price of the Equity Shares.
Under foreign exchange regulations currently in force in India, transfer of shares between non-residents and residents
are freely permitted (subject to compliance with sectoral norms and certain other exceptions), if they comply with the
pricing guidelines and reporting requirements specified by the RBI. If a transfer of shares, which are sought to be
transferred, is not in compliance with such requirements and fall under any of the exceptions specified by the RBI,
then the RBI’s prior approval is required. Additionally, shareholders who seek to convert Rupee proceeds from a sale
of shares in India into foreign currency and repatriate that foreign currency from India require a no-objection or a tax
clearance certificate from the Indian income tax authorities. We cannot assure you that any required approval from
the RBI or any other governmental agency can be obtained on any particular terms or at all.
In addition, pursuant to the Press Note No. 3 (2020 Series), dated April 17, 2020, issued by the DPIIT, which has been
incorporated as the proviso to Rule 6(a) of the FEMA Rules, investments where the beneficial owner of the equity
shares is situated in or is a citizen of a country which shares a land border with India, can only be made through the
Government approval route, as prescribed in the Consolidated FDI Policy dated October 15, 2020 and the FEMA
Rules. Further, in the event of transfer of ownership of any existing or future foreign direct investment in an entity
in India, directly or indirectly, resulting in the beneficial ownership falling within the aforesaid restriction/purview,
such subsequent change in the beneficial ownership will also require approval of the Government of India. These
investment restrictions shall also apply to subscribers of offshore derivative instruments. We cannot assure investors
that any required approval from the RBI or any other governmental agency can be obtained on any particular terms
or conditions or at all. For further information, see “Restrictions on Foreign Ownership of Indian Securities” on page
438.
67. Rights of shareholders under Indian laws may be more limited than under the laws of other jurisdictions.
Indian legal principles related to corporate procedures, directors’ fiduciary duties and liabilities, and shareholders’
rights may differ from those that would apply to a company in another jurisdiction. Shareholders’ rights including
80in relation to class actions, under Indian law may not be as extensive as shareholders’ rights under the laws of other
countries or jurisdictions. Investors may have more difficulty in asserting their rights as shareholder in an Indian
company than as shareholder of a corporation in another jurisdiction.
Risks Related to the Issue
68. We cannot assure payment of dividends on the Equity Shares in the future.
Our Company adopted a formal dividend policy on September 20, 2024. Our Company has not declared dividends
on the Equity Shares during the last three Fiscals, and the period from April 1, 2025, until the date of this Red Herring
Prospectus.
Our ability to pay dividends in the future will depend upon our future results of operations, financial condition, cash
flows, sufficient profitability, working capital requirements and capital expenditure requirements and other factors
considered relevant by our Directors and Shareholders. Any future determination as to the declaration and payment of
dividends will be at the discretion of our Board and will depend on factors that our Board deems relevant, including
among others, profitable growth of our Company and specifically profits earned during the relevant fiscal, earning
stability and outlook, past dividend pattern, cash flow position of our Company, capital expenditure to be incurred by
our Company, accumulated reserves, statutory requirements like transfer to statutory reserve fund, liquidity position
of our Company including its working capital requirements and debt servicing obligations. In addition, our ability to
pay dividends may be impacted by a number of factors such as economic environment, changes in the Government
policies, industry specific rulings and regulatory provisions, industry outlook for the future years, and inflation rate.
Our ability to pay dividends may also be restricted under certain financing arrangements that we may enter into. We
cannot assure you that we will be able to pay dividends on the Equity Shares at any point in the future. For details
pertaining to our dividend policy, see “Dividend Policy” on page 283.
69. Our Equity Shares have never been publicly traded, and after the Issue, the Equity Shares may experience price
and volume fluctuations, and an active trading market for the Equity Shares may not develop. Further, the Issue
Price may not be indicative of the market price of the Equity Shares after the Issue.
Prior to the Issue, there has been no public market for the Equity Shares, and an active trading market for our Equity
Share on the Stock Exchanges may not develop or be sustained after the Issue. Listing and quotation do not guarantee
that a market for the Equity Shares will develop, or if developed, the liquidity of such market for the Equity Shares.
Furthermore, the Issue Price of the Equity Shares will be determined through the Book Building Process. These will
be based on numerous factors, including factors as described under “Basis for Issue Price” on page 140 and may not
be indicative of the market price for the Equity Shares after the Issue.
The market price of the Equity Shares may be subject to significant fluctuations in response to, among other factors,
the failure of security analysts to cover the Equity Shares after this Issue, or changes in the estimates of our performance
by analysts, the activities of competitors and suppliers, future sales of the Equity Shares by our Company or our
shareholders, variations in our operating results of our Company, market conditions specific to the industry we operate
in, developments relating to India, volatility in securities markets in jurisdictions other than India, variations in the
growth rate of financial indicators, variations in revenue or earnings estimates by research publications, and changes
in economic, legal and other regulatory factors. We cannot assure you that an active market will develop, or sustained
trading will take place in the Equity Shares or provide any assurance regarding the price at which the Equity Shares
will be traded after listing.
In addition, the stock market often experiences price and volume fluctuations that are unrelated or disproportionate
to the operating performance of a particular company. These broad market fluctuations and industry factors may
materially reduce the market price of the Equity Shares, regardless of our Company’s performance. There can be no
assurance that the investor will be able to resell their Equity Shares at or above the Issue Price.
70. Our Company has issued Equity Shares during the preceding one year at a price that may be below the Issue Price.
In the preceding one year from the date of this Red Herring Prospectus, our Company has issued Equity Shares at a
price that may be lower than the Issue Price. The price at which Equity Shares have been issued by our Company
in the preceding one year is not indicative of the price at which they will be issued or traded after listing. For details
on such allotments, see “Capital Structure” on page 100.
71. Investors may be subject to Indian taxes arising out of income arising from distribution of dividend and sale of the
Equity Shares.
81Capital gains arising from the sale of our Equity Shares are generally taxable in India. Any gain realised on the sale of
our Equity Shares on a stock exchange held for more than 12 months is subject to long term capital gains tax in India.
Such long-term capital gains exceeding ₹125,000 arising from the sale of listed equity shares on a stock exchange are
subject to tax at the rate of 12.5% (plus applicable surcharge and cess). A securities transaction tax (“STT”) will be
levied on and collected by an Indian stock exchange on which our Equity Shares are sold. Any gain realised on the
sale of our Equity Shares held for more than 12 months by an Indian resident, which are sold other than on a recognised
stock exchange and as a result of which no STT has been paid, will be subject to long-term capital gains tax in India.
Further, any gain realised on the sale of our Equity Shares held for a period of 12 months or less will be subject to
short-term capital gains tax in India. Further, any gain realised on the sale of listed equity shares held for a period of
12 months or less which are sold other than on a recognised stock exchange and on which no STT has been paid, will
be subject to short-term capital gains tax at a higher rate compared to the transaction where STT has been paid in India.
Capital gains arising from the sale of our Equity Shares will be exempt from taxation in India in cases where an
exemption is provided under a treaty between India and the country of which the seller is a resident.
As a result, subject to any relief available under an applicable tax treaty or under the laws of their own jurisdictions,
residents of other countries may be liable for tax in India as well as in their own jurisdictions on gains arising from a
sale of our Equity Shares.
The Finance Act, 2019 amended the Indian Stamp Act, 1899 with effect from July 1, 2020 and clarified that, in the
absence of a specific provision under an agreement, the liability to pay stamp duty in case of sale of securities through
stock exchanges will be on the buyer, while in other cases of transfer for consideration through a depository, the onus
will be on the transferor. The stamp duty for transfer of securities other than debentures on a delivery basis is specified
at 0.015% and on a non-delivery basis is specified at 0.003% of the consideration amount. The Finance Act, 2020,
has, inter alia, amended the tax regime, including a simplified alternate direct tax regime and that dividend distribution
tax will not be payable in respect of dividends declared, distributed or paid by a domestic company after March 31,
2020, and accordingly, that such dividends not be exempt in the hands of the shareholders, and that such dividends are
likely to be subject to tax deduction at source. Investors should consult their own tax advisors about the consequences
of investing or trading in the Equity Shares.
The Government of India announced the union budget for the Financial Year 2026 (the “Budget”), pursuant to
which the Finance Act, 2025 has amended the Income-tax Act, 1961, including the capital gains tax rates with effect
from the date of announcement of the Budget. We have not fully determined the effects of these recent and proposed
laws and regulations on our business. Bidders are advised to consult their own tax advisors to understand their tax
liability as per the laws prevailing on the date of disposal of Equity Shares. Further, we cannot predict whether any
tax laws or other regulations impacting it will be enacted or predict the nature and impact of any such laws or
regulations or whether, if at all, any laws or regulations may materially and adversely affect our business, results of
operations, profitability and margins, cash flows and financial condition.
72. QIBs and Non-Institutional Investors are not permitted to withdraw or lower their Bids (in terms of quantity of
Equity Shares or the Bid Amount) at any stage after submitting a Bid, and Retail Individual Investors are not
permitted to withdraw their Bids after Bid/Issue Closing Date.
Pursuant to the SEBI ICDR Regulations, QIBs and Non-Institutional Investors are required to pay the Bid Amount
on submission of the Bid and are not permitted to withdraw or lower their Bids (in terms of quantity of Equity Shares
or the Bid Amount) at any stage after submitting a Bid. However, Retail Individual Investors, Eligible Employees
bidding in the Employee Reservation Portion and Eligible shareholders bidding in the Shareholder’s Reservation
Portion can revise their Bids during the Bid/Issue Period and withdraw their Bids until Bid/Issue Closing Date. While
our Company is required to complete all necessary formalities for listing and commencement of trading of the Equity
Shares on all Stock Exchanges where such Equity Shares are proposed to be listed including Allotment pursuant to the
Issue within such period as may be prescribed under applicable law, events affecting the Bidders’ decision to invest
in the Equity Shares, including adverse changes in international or national monetary policy, financial, political or
economic conditions, our business, results of operation or financial condition may arise between the date of submission
of the Bid and Allotment. Our Company may complete the Allotment of the Equity Shares even if such events occur,
and such events limit the Bidders’ ability to sell the Equity Shares Allotted pursuant to the Issue or cause the trading
price of the Equity Shares to decline on listing.
73. Holders of Equity Shares could be restricted in their ability to exercise pre-emptive rights under Indian law and
could thereby suffer future dilution of their ownership position.
Under the Companies Act, a company having share capital and incorporated in India must offer holders of its Equity
Shares pre-emptive rights to subscribe and pay for a proportionate number of Equity Shares to maintain their existing
ownership percentages prior to the issuance of any new equity shares, unless the pre-emptive rights have been
82waived by the adoption of a special resolution. However, if the laws of the jurisdiction that you are in does not permit
the exercise of such pre-emptive rights without our filing an offering document or registration statement with the
applicable authority in such jurisdiction, you will be unable to exercise such pre-emptive rights unless we make such a
filing. To the extent that you are unable to exercise pre-emptive rights granted in respect of the Equity Shares, you
may suffer future dilution of your ownership position and your proportional interests in our Company would be
reduced.
74. Future issuances or sales of Equity Shares, or convertible securities or other equity-linked securities could
adversely affect the trading price of the Equity Shares.
Our future issuances of Equity Shares, convertible securities or securities linked to the Equity Shares by us
(including under employee stock option plans) or the disposal of Equity Shares by our Promoter or any of our other
principal shareholders or the perception that such issuance or sales may occur, including to comply with the minimum
public shareholding norms applicable to listed companies in India, may significantly affect the trading price of the
Equity Shares and our ability to raise capital through an issue of our securities. There can be no assurance that we will
not issue further Equity Shares or that the shareholders will not dispose of, pledge or otherwise encumber the Equity
Shares. Any future issuances could also dilute the value of your investment in our Company.
75. Fluctuation in the exchange rate of the Rupee and other currencies could have an adverse effect on the value of our
Equity Shares, independent of our operating results.
Subject to requisite approvals, on listing, our Equity Shares will be quoted in Rupees on the Stock Exchanges. Any
dividends, if declared, in respect of our Equity Shares will be paid in Rupees and subsequently converted into the
relevant foreign currency for repatriation, if required. Any adverse movement in exchange rates during the time that it
takes to undertake such conversion may reduce the net dividend to such investors. In addition, any adverse movement
in exchange rates during a delay in repatriating the proceeds from a sale of Equity Shares outside India, for example,
because of a delay in regulatory approvals that may be required for the sale of Equity Shares may reduce the net proceeds
received by shareholders.
The exchange rate of the Rupee has changed substantially in the last two decades and could fluctuate substantially
in the future, which may have a material adverse effect on the value of the Equity Shares and returns from the Equity
Shares, independent of our operating results.
76. Investors will not be able to sell immediately on an Indian stock exchange any of the Equity Shares they purchase
in the Issue.
Subject to requisite approvals, the Equity Shares will be listed on the Stock Exchanges. Pursuant to applicable Indian
laws, certain actions must be completed before the Equity Shares can be listed and trading in the Equity Shares may
commence. Investors’ book entry, or ‘demat’ accounts with depository participants in India, are expected to be
credited within one working day of the date on which the Basis of Allotment is approved by the Stock Exchanges. The
Allotment of Equity Shares in this Issue and the credit of such Equity Shares to the applicant’s demat account with
depository participant could take approximately two Working Days from the Bid / Issue Closing Date and trading in
the Equity Shares upon receipt of final listing and trading approvals from the Stock Exchanges is expected to
commence within three Working Days of the Bid/Issue Closing Date. There could be a failure or delay in listing of
the Equity Shares on the Stock Exchanges. Any failure or delay in obtaining the approval or otherwise commence
trading in the Equity Shares would restrict investors’ ability to dispose of their Equity Shares. There can be no
assurance that the Equity Shares will be credited to investors’ demat accounts, or that trading in the Equity Shares
will commence, within the time periods specified in this risk factor. We could also be required to pay interest at the
applicable rates if allotment is not made, refund orders are not dispatched or demat credits are not made to investors
within the prescribed time periods. For further details, see “Issue Procedure” on page 417.
83SECTION III-INTRODUCTION
THE ISSUE
The following table summarizes details of the Issue:
Issue of Equity Shares (1) * Up to 23,500,000 Equity Shares of face value ₹ 2 each,
aggregating up to ₹ [●] million
Of which:
Employee Reservation Portion(2) Up to 164,500 Equity Shares of face value ₹ 2 each
aggregating up to ₹ [●] million
Shareholders’ Reservation Portion(7) Up to 329,000 Equity Shares of face value ₹ 2 each
aggregating up to ₹ [●] million
Accordingly,
Net Issue Up to [●] Equity Shares of face value ₹ 2 each
The Net Issue consists of:
A) QIB Portion(3)(4) Not less than [●] Equity Shares of face value ₹ 2 each
aggregating up to ₹ [●] million
of which:
(i) Anchor Investor Portion(4) Up to [●] Equity Shares of face value ₹ 2 each
(ii) Net QIB Portion (assuming Anchor Investor [●] Equity Shares of face value ₹ 2 each
Portion is fully subscribed)
of which:
(a) Available for allocation to Mutual Funds only (5% [●] Equity Shares of face value ₹ 2 each
of the Net QIB Portion)
(b) Balance for all QIBs including Mutual Funds [●] Equity Shares of face value ₹ 2 each
B) Non-Institutional Portion(5) Not more than [●] Equity Shares of face value ₹ 2 each
aggregating up to ₹ [●] million
of which:
(a) One-third of the Non-Institutional Portion available [●] Equity Shares of face value ₹ 2 each
for allocation to Bidders with an application size of
more than ₹ 0.20 million and up to ₹ 1.00 million
(b) Two-third of the Non-Institutional Portion available [●] Equity Shares of face value ₹ 2 each
for allocation to Bidders with an application size
of more than ₹ 1.00 million
C) Retail Portion(6) Not more than [●] Equity Shares of face value ₹ 2 each
aggregating up to ₹ [●] million
Pre and post-Issue Equity Shares
Equity Shares outstanding prior to the Issue (as at the 66,687,515 Equity Shares of face value ₹ 2 each
date of this Red Herring Prospectus)
Equity Shares outstanding after the Issue [●] Equity Shares of face value ₹ 2 each
Use of Net Proceeds of the Issue See “Objects of the Issue” on page 126 for information about
the use of the Net Proceeds of the Issue.
*Subject to finalisation of Basis of Allotment.
(1) The Issue has been authorized by a resolution of our Board dated February 22, 2025 and by our Shareholders by a special
resolution dated March 20, 2025.
(2) Unless the Employee Reservation Portion is under-subscribed, the value of allocation to an Eligible Employee shall not exceed ₹
0.20 million. In the event of under-subscription in the Employee Reservation Portion (if any), the unsubscribe portion will be
available for allocation and Allotment, proportionately to all Eligible Employees who have Bid in excess of ₹ 0.20 million, subject
to the maximum value of Allotment made to such Eligible Employee not exceeding ₹ 0.50 million. The Employee Reservation
Portion shall not exceed 5.00% of our post-issue Equity Share capital. Any unsubscribed portion in any reserved category may
be added to any other reserved category and the unsubscribed portion, if any, after such inter-se adjustments among the reserved
categories shall be added to the net offer category. Further, a Bidder bidding in the Employee Reservation Portion can also Bid
under the Net Issue and such Bids will not be treated as multiple Bids
(3) Under-subscription, if any, in the QIB Portion would not be allowed to be met with spill-over from other categories or a
combination of categories. Subject to valid Bids being received at or above the Issue Price, under-subscription, if any, in any
category except the QIB Portion, would be allowed to be met with spill-over from any other category or combination of categories,
84as applicable, at the discretion of our Company, in consultation with the BRLM and the Designated Stock Exchange, subject to
applicable law. In the event of under-subscription in the Issue, Equity Shares shall be allocated in the manner specified in the
section “Terms of the Issue” on page 404.
(4) Our Company, in consultation with the BRLM, may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary
basis in accordance with the SEBI ICDR Regulations. The QIB Portion will accordingly be reduced for the Equity Shares allocated
to Anchor Investors. One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds only, subject to valid
Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price. In the event of under-
subscription or non-allocation in the Anchor Investor Portion, the remaining Equity Shares shall be added to the Net QIB Portion.
Further, 5% of the Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only, and the
remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders (other than Anchor
Investors), including Mutual Funds, subject to valid Bids being received at or above the Issue Price. In the event the aggregate
demand from Mutual Funds is less than as specified above, the balance Equity Shares available for Allotment in the Mutual Fund
Portion will be added to the Net QIB Portion and allocated proportionately to the QIB Bidders (other than Anchor Investors) in
proportion to their Bids. For details, see “Issue Procedure” on page 417.
(5) Equity shares available for allocation to Non-institutional Bidders under the Non-Institutional Portion, shall be subject to the
following: (a) one-third of the portion available to Non-Institutional Investors shall be reserved for Bidders with application size
of more than ₹0.20 million and up to ₹1.00 million; and (b) two-thirds of such portion shall be reserved for Bidders with
application size of more than ₹1.00 million. Unsubscribed portion in either of the aforementioned sub-categories, may be allocated
to applicants in the other subcategory of non-institutional investors. Unsubscribed portion in either of the aforementioned sub-
categories, may be allocated to applicants in the other sub-category of non-institutional investors
(6) Allocation to Bidders in all categories, except Anchor Investors, if any, Non-Institutional Investors and Retail Individual Investors,
shall be made on a proportionate basis subject to valid Bids received at or above the Issue Price. The allocation to each Retail
Individual Investor shall not be less than the minimum Bid Lot, subject to availability of Equity Shares in the Retail Portion and
the remaining available Equity Shares, if any, shall be allocated on a proportionate basis. The allocation to each Non-Institutional
Investor shall not be less than ₹ 0.20 million, subject to the availability of Equity Shares in Non-Institutional Investors’ category,
and the remaining Equity Shares, if any, shall be allocated on a proportionate basis. Allocation to Anchor Investors shall be on a
discretionary basis. For details, see “Issue Procedure” on page 417.
(7) The Shareholders Reservation Portion shall, in accordance with the SEBI ICDR Regulations, not exceed 10% of the size of the
Issue
For details, including in relation to grounds for rejection of Bids, refer to “Issue Structure” and “Issue Procedure” on
page 411 and 417, respectively. For details of the terms of the Issue, see “Terms of the Issue” on page 404.
85SUMMARY OF FINANCIAL INFORMATION
(Intentionally left blank)
86SUMMARY OF RESTATED CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES
(₹ in million, unless otherwise stated)
As at March 31, As at March 31, As at March 31,
Particulars
2025 2024 2023
ASSETS
Non-current Assets
(a) Property, Plant and Equipment 605.77 557.78 315.90
(b) Capital work-in-progress 2.66 2.66 3.18
(c) Right of Use Assets 2,286.98 2,083.36 1,958.40
(d) Other Intangible assets 41.21 48.93 1.54
(e) Other Intangible assets under development 1.37 - -
(f) Goodwill 0.45 0.45 -
(g) Financial Assets
(i) Investments 531.48 90.95 9.50
(ii) Loans 364.96 83.55 1.20
(iii) Other Financial Assets 341.50 362.12 200.64
(h) Deferred tax assets (Net) 141.71 133.79 41.96
(i) Other non-current assets 51.21 76.32 68.41
Total Non-current Assets 4,369.30 3,439.91 2,600.73
Current Assets
(a) Inventories - - 2.66
(b) Financial Assets
(i) Trade receivables 422.70 118.78 36.50
(ii) Cash and cash equivalents 33.63 5.43 5.44
(c) Current Tax Assets (Net) 160.22 65.22 34.98
(d) Other current assets 417.91 481.55 143.91
Total Current Assets 1,034.46 670.98 223.49
TOTAL ASSETS 5,403.76 4,110.89 2,824.22
EQUITY AND LIABILITIES
Equity
(a) Equity Share capital 169.15 35.91 35.90
(b) Other Equity 378.71 251.97 (23.68)
Equity attributable to equity holders of the parent
(c) Non Controlling Interest 0.34 0.09 0.02
Total Equity 548.20 287.97 12.24
LIABILITIES
Non-current Liabilities
(a) Financial Liabilities
(i) Borrowings 989.37 701.12 239.11
(ii) Lease Liabilities 1,911.15 1,748.99 1,630.85
(iii) Other financial liabilities 453.72 274.25 214.33
(b) Provisions 3.38 1.96 1.18
Total Non-current Liabilities 3,357.62 2,726.32 2,085.47
Current Liabilities
(a) Financial Liabilities
(i) Borrowings 317.36 309.38 92.90
(ii) Trade payables
87As at March 31, As at March 31, As at March 31,
Particulars
2025 2024 2023
- Total outstanding dues of micro and small 40.50 38.47 -
enterprises
- Total outstanding dues of trade payables 350.39 192.93 170.44
other than micro and small enterprises
(iii) Lease Liabilities 637.93 489.62 387.85
(iv) Other financial liabilities - - -
(b) Other current liabilities 145.12 61.63 67.18
(c) Provisions 6.64 4.57 8.14
Total Current Liabilities 1,497.94 1,096.60 726.51
TOTAL EQUITY AND LIABILITIES 5,403.76 4,110.89 2,824.22
88SUMMARY OF RESTATED CONSOLIDATED STATEMENT OF PROFIT AND LOSS
(₹ in million, unless otherwise stated)
For the year For the year For the year
Particulars ended March 31, ended March 31, ended March 31,
2025 2024 2023
Revenue from operations 1,588.75 1,080.87 699.11
Other income 190.13 26.45 14.56
Total Income 1,788.88 1,107.32 713.67
EXPENSES
Cost of Goods and Services 415.60 202.24 237.56
Employee Benefits Expense 131.92 75.36 67.43
Finance Costs 445.54 310.01 172.81
Depreciation and Amortization Expenses 522.17 450.02 301.01
Other Expenses 236.28 157.40 96.16
Total Expenses 1,751.51 1,195.03 874.97
Restated Loss before exceptional items and tax 27.37 (87.71) (161.30)
Exceptional Items - - -
Share of Profit/(Loss) of Associates (0.38) 1.52 0.85
Restated Loss before tax 26.99 (86.19) (160.45)
Tax Expenses
Current Tax 13.77 1.30 -
Deferred Tax (7.88) (91.86) (32.15)
Adjustment of Tax for earlier years 3.37 - -
Total Tax Expenses 9.26 (90.56) (32.15)
Restated Profit/(Loss) for the year 17.73 4.37 (128.30)
Less: Minority Share in Company 0.29 0.04 -
Restated Profit /(Loss) Attributable to Owners 17.44 4.33 (128.30)
Other Comprehensive Income
Items that will be reclassified to profit or (loss) (0.16) 0.08 0.11
Income tax relating to items that will be reclassified to (0.04) (0.02) (0.03)
profit or (loss)
Restated total Comprehensive Income/(Expense) for the 17.32 4.39 (128.22)
year
Restated Earnings per Equity Share at face value of ₹
2/- each
Basic 0.27 0.08 (2.55)
Diluted 0.27 0.08 (2.55)
89SUMMARY OF RESTATED CONSOLIDATED STATEMENT OF CASH FLOWS
(₹ in million, unless otherwise stated)
For the year For the year For the year
Particulars ended March ended March ended March
31, 2025 31, 2024 31, 2023
CASH FLOW FROM OPERATING ACTIVITIES
Restated Profit/(Loss) before tax 27.37 (87.71) (161.30)
Adjustments:
Depreciation and Amortization Expenses 522.17 450.02 301.01
Interest Income (43.11) (8.72) (1.32)
Finance Costs 445.54 310.01 172.81
Foreign Exchange fluctuation Loss (0.04) (0.02) -
Interest on Security Deposit (Lease) (12.73) (12.75) (6.62)
Share of profit/(Loss) from Associates 0.38 (1.52) (0.85)
(Profit) / Loss on sale of Property, Plant and Equipment (0.04) 0.86 -
Liabilities no longer required written back (0.08) 0.80 2.33
Gain on fair valuation of investments (133.90) (0.87) -
Expected Credit Loss 6.37 0.50 1.93
Other Adjustments (0.07) (0.75) -
Operating Profit before Working Capital Changes 811.86 649.85 307.99
Changes in Working Capital:
Increase/(decrease) in Financial and other liabilities 266.33 50.86 192.06
(Increase)/decrease in other current & non-current assets 88.75 (412.94) (81.38)
(Increase)/decrease in trade receivable (310.17) (82.28) (17.03)
(Increase)/decrease in Other Financial Assets 33.35 (161.46) (228.71)
Increase/(decrease) in trade payables 159.48 61.71 104.39
Net Changes in Working Capital 237.80 (544.11) (30.67)
Cash Generated from Operations 1,049.65 105.74 277.32
Income Tax paid (net of refund) (112.14) (30.12) (12.51)
Net Cash flow from Operating Activities 937.51 75.62 264.81
CASH FLOW FROM INVESTING ACTIVITIES
Purchase of property, plant & equipment/intangible assets (116.26) (343.33) (241.05)
Proceeds from Sale of property, plant & equipment 0.47 5.00 -
Purchase of Investment (Net) (307.01) (80.50) (1.72)
Share of profit/loss from associates (0.38) 1.52 0.85
Interest Income 43.11 8.72 1.32
Net Cash flow from Investing Activities (380.08) (408.59) (240.60)
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from/(Repayment) of Borrowings (Net) 14.82 678.37 179.51
Finance cost (445.54) (310.01) (172.81)
Proceeds from issue of equity shares 242.63 271.43 161.69
Principal payment of Lease Liability (341.14) (306.82) (204.96)
Net Cash flow from Financing Activities (529.22) 332.97 (36.57)
Net Increase/(Decrease) in cash & cash equivalents 28.20 (0.00) (12.36)
Opening Cash & Cash equivalent 5.43 5.44 17.80
Cash & Cash equivalent at the end of the year 33.63 5.43 5.44
90GENERAL INFORMATION
Our business originally started as a limited liability partnership under the name and style of “Dev Accelerator LLP” on
September 14, 2017 under the Limited Liability Partnership Act, 2008, pursuant to a certificate of incorporation issued
by the RoC with Rushit Shardulkumar Shah, Umesh Satishkumar Uttamchandani, Parth Naimeshbhai Shah and Dev
Information Technology Limited as its partners. Subsequently, Parashwanath Land Organisers LLP joined Dev
Accelerator LLP on July 1, 2019. Pursuant to a No Objection Certificate and an Affidavit cum Declaration, from the
erstwhile partners of Dev Accelerator LLP dated August 13, 2020, the limited liability partnership was converted into a
private limited company and a certificate of incorporation dated September 5, 2020 was issued by the Registrar of
Companies, Central Registration Centre under the name and style of ‘Dev Accelerator Private Limited’. Our Company
was further converted into a public limited company pursuant to a special resolution passed by our Shareholders at the
extra-ordinary general meeting held on July 12, 2024 and a fresh certificate of incorporation consequent upon conversion
to public limited company dated September 3, 2024 was issued by the RoC. The name of our Company was changed to
its present name, ‘Dev Accelerator Limited’.
REGISTERED OFFICE OF OUR COMPANY
Dev Accelerator Limited
C-01, The First Commercial Complex,
Behind Keshavbaug Party Plot,
Vastrapur, Ahmedabad,
Gujarat-380015, India
Tel No: 7041482004
Email: compliance@devx.work
Investor Grievance ID: vigil.mechanism@devx.work
Website: www.devx.work
CORPORATE OFFICE OF OUR COMPANY
Dev Accelerator Limited
A – 1101, B – 1101, The First,
B/h Keshavbaug Party Plot,
near Shivalik High-Street,
Vastrapur, Ahmedabad,
Gujarat – 380015, India.
For details relating to changes in our registered office, see “History and Certain Corporate Matters - Changes in the
registered office” on page 239 of this Red Herring Prospectus.
Corporate Identification Number: U74999GJ2020PLC115984.
Registration Number: 115984
ADDRESS OF REGISTRAR OF COMPANIES
Our Company is registered with the RoC – Ahmedabad, which is situated at the following address:
Roc Bhavan,
Opp Rupal Park Society,
Behind Ankur Bus Stop,
Naranpura,
Ahmedabad-380013,
Gujarat, India.
Board of Directors of our Company
As on the date of this Red Herring Prospectus, our Board of Directors is as set out below:
Name of Director Designation DIN Address
Parth Naimeshbhai Shah Chairman and Whole- 07496443 B 1004 Carmel, Godrej Garden City, Jagatpur,
time Director Ahmedabad, Gujarat-382470.
Umesh Satishkumar Managing Director 07496423 B/401 Surya Emerald, Opp. Adiraj Bunglows,
Uttamchandani Iscon Ambli Road, Bh Dishman Corporate House,
Ahmedabad city, Ahmedabad, Gujarat-350058.
Rushit Shardulkumar Whole-time Director 07496984 40, Sagar Sarita Society, near Dudh Sagar Dairy,
Shah Mahesana, Gujarat – 384002.
91Name of Director Designation DIN Address
Jaimin Jagdishbhai Shah Nominee Director* 00021880 8 Satellite society, b/h Central Bank of India,
Jodhpur Tekra, Ahmedabad city, Ambawadi
Vistar, Ahmedabad, Gujarat, 380015.
Yash Shah Non- Executive Non- 06698067 C-504, Indraprasth-5, near Surdhara Bungalow,
Independent Director HDFC Bank Lane, Prahladnagar, Vejalpur,
Ahmedabad-380051, Gujarat, India.
Gopi Trivedi Independent Director 05004124 Yagnejyot bungalow, opposite Kashiram Agarwal
Hall, polytechnic, Ahmedabad city, Ambawadi
vistar, Gujarat- 380015.
Praveen Kumar Independent Director 09617351 401, 4th floor, Runwal Classique, Central Avenue
Road, near Diamond Garden, Chembur, Mumbai,
Mumbai Suburban, Maharashtra, 400071.
Pathik Patwari Independent Director 02428297 6-B, Krishna society, near Law Garden,
Ellisbridge, Ahmedabad city, Ahmedabad,
Gujarat-380006.
Anish Patel Independent Director 00034602 Aims house, Old Padra road, Vadodara, Akota,
Vadodara, Gujarat, 390020.
Anand Patel Independent Director 00002277 3, Adarsh society, Highway road, Mahesana,
Gujarat-384002
*Nominee of our corporate Promoter, Dev Information Technology Limited.
For further details of our Directors, see “Our Management” on page 253 of this Red Herring Prospectus.
COMPANY SECRETARY AND COMPLIANCE OFFICER
Anjan Trivedi
C-01, The First Commercial Complex,
Behind Keshavbaug Party Plot,
Vastrapur,
Ahmedabad-380015,
Gujarat, India
Tel No.: 7041482004
Email: compliance@devx.work
JOINT CHIEF FINANCIAL OFFICER
Parin Shah
C-01, The First Commercial Complex,
Behind Keshavbaug Party Plot,
Vastrapur,
Ahmedabad-380015,
Gujarat, India
Tel No.: 7600729385
Email: compliance@devx.work
Parthiv Panchal
C-01, The First Commercial Complex,
Behind Keshavbaug Party Plot,
Vastrapur,
Ahmedabad-380015,
Gujarat, India
Tel No.: 7600729385
Email: compliance@devx.work
Investor grievances
Bidders are advised to contact the Company Secretary and Compliance Officer and/or the Registrar to the Issue
in case of any pre-Issue or post- Issue related grievances such as non-receipt of letters of Allotment, non-credit of
Allotted Equity Shares in the respective beneficiary account, non-receipt of refund orders, non-receipt of funds
by electronic mode, etc. For all Issue -related queries and for redressal of complaints, Investors may also write to
the BRLM.
All Issue-related grievances, other than that of Anchor Investors, may be addressed to the Registrar to the Issue with a
copy to the relevant Designated Intermediary(ies) with whom the Bid cum Application Form was submitted, giving full
92details such as name of the sole or first Bidder, address of the Bidder, Bidder’s DP ID, Client ID, PAN, number of Equity
Shares applied for, the Bid amount paid on submission of the Bid cum Application Form and the bank branch or collection
Center where the application was submitted.
All grievances relating to the ASBA process may be addressed to the Registrar to the Issue with a copy to the relevant
SCSB or the member of the Syndicate if the Bid was submitted to a member of the Syndicate at any of the Specified
Locations, or the Registered Broker if the Bid was submitted to a Registered Broker at any of the Brokers Centers, as the
case may be, quoting the full name of the sole or first Bidder, Bid cum Application Form number, address of the Bidder,
Bidder’s DP ID, Client ID, PAN, number of Equity Shares applied for, date of Bid-cum-Application Form, name and
address of the member of the Syndicate or the Designated Branch or the Registered Broker or address of the RTA or
address of the DP, as the case may be, where the Bid was submitted, and the ASBA Account number in which the amount
equivalent to the Bid Amount was blocked.
All grievances relating to the UPI mechanism may be addressed to the Registrar to the Issue with a copy to the relevant
Sponsor Bank or the member of the Syndicate if the Bid was submitted to a member of the Syndicate at any of the
Specified Locations, or the Registered Broker if the Bid was submitted to a Registered Broker at any of the Brokers
Centers, as the case may be, quoting the full name of the sole or first Bidder, Bid cum Application Form number, address
of the Bidder, Bidder’s DP ID, Client ID, PAN, number of Equity Shares applied for, date of Bid cum Application Form,
name and address of the member of the Syndicate or the Designated Branch or the Registered Broker or address of the
RTA or address of the DP, as the case may be, where the Bid was submitted, and the UPI ID of the UPI ID Linked Bank
Account in which the amount equivalent to the Bid Amount was blocked.
All grievances relating to Bids submitted through the Registered Broker and/or a Stock Broker may be addressed to the
Stock Exchanges with a copy to the Registrar to the Issue.
All grievances of the Anchor Investors may be addressed to the Registrar to the Issue, giving full details such as the
name of the sole or first Bidder, Bid cum Application Form number, Bidders’ DP ID, Client ID, PAN, date of the Bid
cum Application Form, address of the Bidder, number of the Equity Shares applied for, Bid Amount paid on submission
of the Bid cum Application Form and the name and address of the BRLM where the Bid cum Application Form
was submitted by the Anchor Investor.
The Bidder shall also enclose a copy of the Acknowledgment Slip duly received from the concerned Designated
Intermediary in addition to the information mentioned above.
BOOK RUNNING LEAD MANAGER
Pantomath Capital Advisors Private Limited
Pantomath Nucleus House,
Saki-Vihar Road, Andheri-East,
Mumbai-400072, Maharashtra, India.
Tel: 1800 889 8711
E-mail: devx.ipo@pantomathgroup.com
Website: www.pantomathgroup.com
Investor Grievance E-mail: investors@pantomathgroup.com
Contact Person: Kaushal Patwa
SEBI Registration No.: INM000012110
STATEMENT OF RESPONSIBILITIES
Pantomath Capital Advisors Private Limited is the sole Book Running Lead Manager to the Issue and all the
responsibilities relating to co-ordination and other activities in relation to the Issue shall be performed by Pantomath
Capital Advisors Private Limited and hence, a statement of inter-se allocation of responsibilities is not required.
LEGAL COUNSEL TO THE ISSUE
Messrs. Kanga and Company
Advocates & Solicitors,
Readymoney Mansion,
43, Veer Nariman Road,
Mumbai – 400 001
Tel No: +91 22 6623 0000
Email: chetan.thakkar@kangacompany.com
Contact Person: Chetan Thakkar
STATUTORY AUDITORS TO OUR COMPANY
M/s. Nisarg J Shah & Co., Chartered Accountants
3 SF, Ratnam Complex, C. G. Road,
Ahmedabad, Gujarat, India, 380006
93Tel No.: +91 9099924754
Email: parag@njshah.com
Contact person: CA Parag Bhatt
Membership Number: 133342
Peer Review Number: 016896
Firm Registration Number: 128310W
Changes in statutory auditors during the last three years
Except as stated below, there has been no change in the statutory auditors of our Company during the three years
immediately preceding the date of this Red Herring Prospectus:
Particulars Date of Change Reasons for change
M/s. Nisarg J Shah & Co., Chartered Accountants February 6, 2024 Due to pre-occupation in other
3 SF Ratnam Complex, C G Road, Ellisbridge, assignments.
Ahmedabad, Gujarat, India, 380006
Tel No.: +91 9099924754
Email: parag@njshah.com
Contact person: CA Parag Bhatt
Membership Number: 133342
Peer Review Number: 016896
Firm Registration Number: 128310W
Rachana J Thakkar & Co., Chartered March 12, 2024 Auditor appointed in case of casual
Accountants vacancy for a period with effect from
B 10, Shyamrang Bunglows, Sargasan, Gandhinagar, March 12, 2024 till the conclusion of
Gujarat, India, 382006 the next Annual General Meeting of
Tel No.: 9586685236 the Company.
Email: rachanathakkar1994@gmail.com
Contact person: Rachana Thakkar
Membership Number: 173591
Firm Registration Number: 160346W
Rachana J Thakkar & Co., Chartered May 6, 2024 Due to pre-occupation in other
Accountants assignments.
B 10, Shyamrang Bunglows, Sargasan, Gandhinagar,
Gujarat, India, 382006
Tel No.: 9586685236
Email: rachanathakkar1994@gmail.com
Contact person: Rachana Thakkar
Membership Number: 173591
Firm Registration Number: 160346W
M/s. Nisarg J Shah & Co., Chartered Accountants May 9, 2024 Auditor appointed in case of casual
3 SF Ratnam Complex, C G Road, Ellisbridge, vacancy for a period with effect from
Ahmedabad, Gujarat, India, 380006 May 9, 2024 till the conclusion of the
Tel No.: +91 9099924754 4th Annual General Meeting of the
Email: parag@njshah.com Company.
Contact person: CA Parag Bhatt
Membership Number: 133342
Peer Review Number: 016896
Firm Registration Number: 128310W
M/s. Nisarg J Shah & Co., Chartered Accountants September 25, 2024 Auditor appointed in the Annual
3 SF Ratnam Complex, C G Road, Ellisbridge, General Meeting for a period of five
Ahmedabad, Gujarat, India, 380006 years with effect from April 01, 2024
Tel No.: +91 9099924754 till the conclusion of the 9th Annual
Email: parag@njshah.com General Meeting of the Company.
Contact person: CA Parag Bhatt
Membership Number: 133342
Peer Review Number: 016896
Firm Registration Number: 128310W
REGISTRAR TO THE ISSUE
KFIN Technologies Limited
Selenium Tower-B,
Plot No. 31 & 32, Gachibowli,
94Financial District,
Nanakramguda, Serilingampally,
Hyderabad - 500032, Telangana
Tel No.: 040-67162222/18003094001
Fax: 040-6716 1563
Email: dal.ipo@kfintech.com
Investor Grievance Email: einward.ris@kfintech.com
Website: www.kfintech.com
Contact Person: M. Murali Krishna
SEBI Registration Number: INR000000221
BANKERS TO OUR COMPANY
ICICI Bank Limited
8th floor, Anam-1,
Beside JMC House,
Opp Parimal Garden,
Ambawadi, Ahemdabad-380006
E-mail: manoj.kansal@icicibank.com
Website: www.icicibank.com
Contact Person: Manoj Kansal
DESIGNATED INTERMEDIARIES
SYNDICATE MEMBER
Asit C. Mehta Investment Interrmediates Limited
Nucleus House, Saki Vihar Road, Andheri East,
Mumbai - 400072
Maharashtra, India
Telephone Number: +912228583333
Contact Person: Twinkle Raval
Email: twinkle.raval@acm.co.in/ compliance@acm.co.in
SEBI Registration No.: INZ000186336
BANKERS TO THE ISSUE
ESCROW COLLECTION BANK, PUBLIC ISSUE ACCOUNT BANK, REFUND BANK AND SPONSOR
BANKS
Public Issue Account Bank and Sponsor Bank
ICICI Bank Limited
Capital Market Division,
163, 5th Floor, H. T. Parekh Marg,
Backbay Reclamation,
Churchgate, Mumbai 400 020
Telephone Number: 022- 68052182
Contact Person: Varun Badai
Email: ipocmg@icicibank.com SEBI Registration No.: INBI00000004
Escrow Collection Bank, Refund Bank and Sponsor Bank
Kotak Mahindra Bank Limited
Intellion Square, 501, 5th Floor,
A Wing, Infinity IT Park,
Gen. A.K. Vaidya Marg,
Malad – East, Mumbai 400097
Telephone Number: 022-69410754
Contact Person: Sumit Panchal
Email: cmsipo@kotak.com
SEBI Registration No.: INBI00000927
SELF-CERTIFIED SYNDICATE BANKS
The list of SCSBs notified by SEBI for the ASBA process is available at
http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes, or at such other website as may be prescribed
95by SEBI from time to time. A list of the Designated SCSB Branches with which an ASBA Bidder (other than a RIB using
the UPI Mechanism), not Bidding through Syndicate/Sub Syndicate or through a Registered Broker, RTA or CDP may
submit the Bid cum Application Forms, is available at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34, or at such other websites as
may be prescribed by SEBI from time to time.
SELF CERTIFIED SYNDICATE BANKS ELIGIBLE AS SPONSOR BANKS FOR UPI MECHANISM
The list of SCSBs through which Bids can be submitted by the UPI Bidders using the UPI Mechanism, including details
such as the eligible Mobile Applications and UPI handle which can be used for such Bids, is available on the website of
the SEBI, and may be updated from time to time or at such other website as may be prescribed by SEBI from time to
time. Applications through UPI in the Issue can be made only through the SCSBs mobile applications (apps) whose name
appears on the SEBI website.
In accordance with SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019 and SEBI Circular No.
SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, SEBI ICDR Master Circular and SEBI Circular No.
SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, UPI Bidders using the UPI Mechanism may apply through the
SCSBs and Mobile Applications whose names appears on the website of the SEBI
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40) and
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43) respectively, as updated
from time to time.
SYNDICATE SCSB BRANCHES
In relation to Bids (other than Bids by Anchor Investors) submitted to a member of the Syndicate, the list of branches of
the SCSBs at the Specified Locations named by the respective SCSBs to receive deposits of Bid cum Application Forms
from the members of the Syndicate is available on the website of the SEBI
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35 and updated from time to time or
any such other website as may be prescribed by SEBI from time to time. For more information on such branches collecting
Bid cum Application Forms from the Syndicate at Specified Locations, see the website of the SEBI
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35 as updated from time to time or any
such other website as may be prescribed by SEBI from time to time.
REGISTERED BROKERS
In terms of SEBI circular no. CIR/CFD/14/2012 dated October 4, 2012, Bidders can submit the ASBA Forms in the Issue
using the stock broker network of the stock exchange, i.e. through the Registered Brokers at the Broker Centers.
The list of the Registered Brokers, including details such as postal address, telephone number and e-mail address, is
provided on the websites of the BSE and the NSE at www.bseindia.com and www.nseindia.com, respectively, as updated
from time to time.
REGISTRAR AND SHARE TRANSFER AGENTS (RTAs)
The list of the RTAs eligible to accept ASBA Forms at the Designated RTA Locations, including details such as address,
telephone number and e-mail address, is provided on the websites of the Stock Exchanges at
https://www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx and
https://www.nseindia.com/products/consent/equities/ipos/asba-procedures.htm , respectively as updated from time to
time.
COLLECTING DEPOSITORY PARTICIPANTS
In terms of SEBI circular no. CIR/CFD/ POLICYCELL/11/2015 dated November 10, 2015, Bidders can submit Bid cum
Application Forms through CDPs who are depository participants registered with SEBI and have furnished their details
to Stock Exchanges for acting in such capacity.
The list of the CDPs eligible to accept ASBA Forms at the Designated CDP Locations, including details such as postal
address, telephone number and e-mail address, is provided on the websites of the BSE and the NSE at www.bseindia.com
and www.nseindia.com , respectively, as updated from time to time.
COLLECTING RTAs
In terms of SEBI circular no. CIR/CFD/ POLICYCELL/11/2015 dated November 10, 2015, Bidders can submit Bid cum
Application Forms through Collecting RTAs who are registrars and transfer agents registered with SEBI and have
furnished their details to Stock Exchanges for acting in such capacity.
The list of Collecting RTAs, including details such as postal address, telephone number and e-mail address, is provided
on the websites of the BSE and the NSE at http://www.bseindia.com and http://www.nseindia.com, respectively, as
updated from time to time.
96CREDIT RATING
As this is an Issue consisting only of Equity Shares, there is no requirement to obtain credit rating for the Issue.
GREEN SHOE OPTION
No Green Shoe Option is contemplated under this Issue.
BROKERS TO THE ISSUE
All members of the recognized stock exchanges would be eligible to act as Brokers to the Issue.
DEBENTURE TRUSTEE
As this is an Issue consisting of Equity Shares, the appointment of a debenture trustee is not required for the Issue.
IPO GRADING OF THE ISSUE
No credit agency registered with SEBI has been appointed in respect of obtaining grading for the Issue.
EXPERTS
Except as stated below, our Company has not obtained any expert opinions:
Our Company has received written consent dated September 02, 2025, from our Statutory Auditors, M/s. Nisarg J Shah
& Co., Chartered Accountants, who hold a valid peer review certificate dated May 21, 2024, to include its name as
required under Section 26(5) of the Companies Act, 2013 in this Red Herring Prospectus and as an “expert” as defined
under Section 2(38) of the Companies Act, 2013 in respect of (i) the examination report dated July 07, 2025 on the
Restated Consolidated Financial Information; and (ii) the Statement of Possible Tax Benefits dated September 02, 2025,
included in this Red Herring Prospectus and such consents have not been withdrawn as on the date of this Red Herring
Prospectus. However, the term “expert” shall not be construed to mean an “expert” as defined under the U.S. Securities
Act.
Our Company has received written consent dated August 29, 2025 from M/s Bilimoria Mehta & Co., Chartered
Accountants, to include their name as an independent chartered accountant under Section 26(5) of the Companies Act in
this Red Herring Prospectus and as an “expert” as defined under Section 2(38) and other applicable provisions of the
Companies Act and such consent has not been withdrawn until the filing of this Red Herring Prospectus with the SEBI.
Our Company has received written consent dated August 29, 2025 from Upkrama Design LLP, independent architects to
include its name as required under Section 26(5) of the Companies Act, 2013, in this Red Herring Prospectus and as an
“expert” as defined under Section 2(38) of the Companies Act, 2013 to the extent and in their capacity as an independent
architect with respect to the certificates issued by them, and such consent has not been withdrawn as on the date of this
Red Herring Prospectus.
TRUSTEES
As this is an Issue consisting of Equity Shares, the appointment of trustees is not required.
MONITORING AGENCY
Our Company has, in compliance with Regulation 41 of the SEBI ICDR Regulations, appointed Infomerics Valuation
and Rating Ltd. as the monitoring agency for monitoring the utilisation of the Gross Proceeds. The details are as follows:
Infomerics Valuation and Rating Ltd.
Flat No. 104/108, First Floor, Golf Apartments,
Sujan Singh Park, New Delhi - 110003
E-mail: Suyash.asthana@infomerics.com
Website: http://www.infomerics.com/
Contact Person: Suyash
Telephone: 011-24601142, 24649428
Sebi Registration Number: IN/CRA/007/2015
For details, see “Objects of the Issue – Monitoring of utilization of funds” on page 136 of this Red Herring Prospectus.
97APPRAISING AGENCY
None of the objects for which the Net Proceeds will be utilized have been appraised by any agency. Accordingly, no
appraising entity has been appointed in relation to the Issue.
FILING OF THE DRAFT RED HERRING PROSPECTUS
A copy of the Draft Red Herring Prospectus has been filed electronically on the SEBI’s online intermediary portal at
siportal.sebi.gov.in, in accordance with the SEBI master circular no. SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated
June 21, 2023, as specified in Regulation 25(8) of SEBI ICDR Regulations and circular
SEBI/HO/CFD/DIL1/CIR/P/2018/011 dated January 19, 2018, issued by SEBI. Further, a physical copy of the Draft
Red Herring Prospectus was filed at:
Securities and Exchange Board of India
Corporation Finance Department
Division of Issues and Listing
SEBI Bhavan, Plot No.C4-A, 'G' Block
Bandra-Kurla Complex, Bandra –(E),
Mumbai - 400051, Maharashtra, India
FILING OF THIS RED HERRING PROSPECTUS AND THE PROSPECTUS
A copy of this Red Herring Prospectus, along with the material contracts and documents required to be filed, has been
filed with the RoC in accordance with Section 32 of the Companies Act and a copy of the Prospectus required to be filed
under Section 26 of the Companies Act, 2013 shall be filed with the RoC at its office and through the electronic portal at
https://www.mca.gov.in.
BOOK BUILDING PROCESS
The book building, in context of the Issue, refers to the process of collection of Bids on the basis of this Red Herring
Prospectus within the Price Band, which will be decided by our Company in consultation with the BRLM, and advertised
in all editions of Business Standard, the widely circulated English national daily newspaper , all editions of Business
Standard, the widely circulated Hindi national daily newspaper and the Ahmedabad editions of the widely circulated
Gujarati daily newspaper Jai Hind, (Gujarati being the regional language of Gujarat, where our Registered Office is located)
at least 2 (two) Working Days prior to the Bid/ Issue Opening Date and was made available to the Stock Exchanges for
the purpose of uploading on their respective websites. The Issue Price shall be determined by our Company, in
consultation with the BRLM, after the Bid/ Issue Closing Date. For details, see “Issue Procedure” beginning on page
417 of this Red Herring Prospectus.
All potential Bidders (excluding Anchor Investors) are mandatorily required to utilize the ASBA process to participate
in the Issue by providing details of their bank account in which the corresponding Bid Amount which will be blocked by
the SCSBs. UPI Bidders can also participate in the Issue through the UPI Mechanism under the ASBA process by either
(a) providing the details of their ASBA Account in which the corresponding Bid Amount will be blocked by the SCSBs;
or (b) through the UPI Mechanism. Pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5,
2022, all individual bidders in initial public offerings whose application sizes are up to ₹ 5,00,000 shall use the UPI
Mechanism. Anchor Investors are not permitted to participate in the Issue through the ASBA process.
In accordance with the SEBI ICDR Regulations, QIBs and Non-Institutional Bidders are not permitted to withdraw their
Bid(s) or lower the size of their Bid(s) (in terms of quantity of Equity Shares or the Bid Amount) at any stage. Retail
Individual Bidders, other Eligible Employees Bidding in the Employee Reservation Portion and Eligible Shareholders
Bidding in the Shareholder Reservation Portion can revise their Bids during the Bid / Issue Period and withdraw their
Bids on or before the Bid/ Issue Closing Date. Anchor Investors are not allowed to withdraw their Bids after the Anchor
Investor Bidding Date. Allocation to QIBs (other than the Anchor Investors), in the Issue will be on a proportionate basis.
However, allocation to the Anchor Investors will be on a discretionary basis. For allocation to the Non-Institutional
Bidders, the following shall be followed:
(a) One-third of the portion available to Non-Institutional Bidders shall be reserved for Bidders with application size
of more than ₹ 0.2 million and up to ₹ 1.00 million;
(b) Two-thirds of the portion available to Non-Institutional Bidders shall be reserved for Bidders with application size
of more than ₹ 1.00 million.
98Provided that the unsubscribed portion in either of the sub-categories specified under clauses (a) or (b), may be allocated
to Bidders in the other sub-category of Non-Institutional Bidders.
Each Bidder by submitting a Bid in the Issue, will be deemed to have acknowledged the above restrictions and the terms
of the Issue.
For further details, see “The Issue”, “Terms of the Issue” and “Issue Procedure” on pages 84, 404 and 417, respectively
of this Red Herring Prospectus.
Our Company will comply with the SEBI ICDR Regulations and any other ancillary directions issued by SEBI for the
Issue. In this regard, our Company has appointed the BRLM to manage the Issue and procure subscriptions to the Issue.
The Book Building Process under the SEBI ICDR Regulations and the bidding process are subject to change from
time to time and Bidders are advised to make their own judgment about an investment through the Book Building
Process prior to submitting a Bid in the Issue.
For further details on the method and procedure for Bidding, see “Issue Structure” and “Issue Procedure” on pages 411
and 417, respectively of this Red Herring Prospectus.
Bidders should note that the Issue is also subject to (i) filing of the Prospectus by the Company with the RoC; and; (ii)
the Company obtaining final listing and trading approvals from the Stock Exchanges, which the Company shall apply
for post-Allotment.
UNDERWRITING AGREEMENT
After the determination of the Issue Price and allocation of Equity Shares, but prior to the filing of the Prospectus with
the RoC, our Company will enter into an Underwriting Agreement with the Underwriters for the Equity Shares proposed
to be offered through this Issue. Pursuant to the terms of the Underwriting Agreement, the obligations of the Underwriters
will be several and will be subject to certain conditions specified therein. The Underwriting Agreement is dated [●].
The Underwriters have indicated their intention to underwrite the following number of Equity Shares:
(The extent of underwriting obligations and the Bids to be underwritten in the Issue shall be as per the Underwriting
Agreement. This portion has been intentionally left blank and will be filled in before the filing of the Prospectus with the
RoC.)
Name, address, telephone number Indicative Number of Equity Amount Underwritten
and e-mail address of the Shares to be Underwritten (₹ in million)
Underwriters
[●] [●] [●]
The above mentioned is indicative underwriting and will be finalized after determination of the Issue Price and actual
allocation subject to the provisions of the SEBI ICDR Regulations.
In the opinion of our Board (based on a certificate given by the Underwriters), the resources of the abovementioned
Underwriters are sufficient to enable them to discharge their respective underwriting obligations in full. The Underwriters
are registered with SEBI under Section 12 (1) of the SEBI Act or registered as merchant bankers with SEBI or as brokers
with the Stock Exchange(s). Our Board of Directors, at its meeting held on [●], approved the acceptance and entering
into the Underwriting Agreement mentioned above on behalf of our Company.
Notwithstanding the table above, the BRLM and the Syndicate Member shall be responsible for ensuring payment with
respect to the Equity Shares allocated to the Bidders procured by them in accordance with the Underwriting Agreement.
The Underwriting Agreement has not been executed as on the date of this Red Herring Prospectus and will be executed
after determination of the Issue Price and allocation of Equity Shares, but prior to filing the Prospectus with the RoC.
99CAPITAL STRUCTURE
The share capital of our Company, as on the date of this Red Herring Prospectus is set forth below:
(₹ in million, except share data)
Aggregate Value at Aggregate Value at
Particulars
Face value Issue Price*
A. AUTHORISED SHARE CAPITAL (1)
135,400,000 shares 300,000,000 -
Comprising
131,750,000 Equity Shares of face value of ₹ 2/- each 263,500,000 -
36,50,000 Compulsorily Redeemable Preference Shares of face 36,500,000 -
value of ₹ 10/- each (“CRPS”)
B. ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL
BEFORE THE ISSUE
66,687,515 Equity Shares of face value of ₹ 2/- each 133,375,030 [●]
3,577,519 Compulsorily Redeemable Preference Shares of face 35,775,190 -
value of ₹ 10/- each
C. PRESENT ISSUE IN TERMS OF THIS RED HERRING
PROSPECTUS
Issue of up to 23,500,000 Equity Shares of face value of ₹ 2 each [●] [●]
aggregating up to ₹ [●] million (2)
Which includes:
Employee Reservation Portion of up to 164,500 Equity Shares of [●] [●]
face value of ₹ 2 each aggregating to ₹ [•] million (3)
Shareholders’ Reservation Portion of up to 329,000 Equity Shares of [●] [●]
face value of ₹ 2 each aggregating to ₹ [•] million (4)
Net Issue of up to [•] Equity Shares of face value of ₹ 2 each [●] [●]
aggregating to ₹ [•] million
( i)
D. ISSUED, SUBSCRIBED AND PAID-UP EQUITY SHARE
CAPITAL AFTER THE ISSUE**
[●] Equity Shares of face value of ₹ 2/- each* [●] -
E. SECURITIES PREMIUM ACCOUNT
Before the Issue (as on the date of this Red Herring Prospectus) 590.50
After the Issue* [●]
*To be updated upon finalisation of the Issue Price.
** Assuming full subscription of the Issue.
(1) For details in relation to the changes in the authorised share capital of our Company in the last ten years, see “History and Certain
Corporate Matters –Amendments to the Memorandum of Association” on page 239.
(2) Our Board has authorised the Issue, pursuant to their resolution dated February 22, 2025. Our Shareholders have authorised the
Issue pursuant to their special resolution dated March 20, 2025.
(3) The Employee Reservation Portion shall not exceed 5% of our post-Issue paid-up Equity Share capital. In the event of under-
subscription in the Employee Reservation Portion, the unsubscribed portion will be available for allocation and Allotment,
proportionately to all Eligible Employees who have Bid in excess of ₹ 0.20 million, subject to the maximum value of Allotment made
to such Eligible Employee not exceeding ₹ 0.50 million. Any unsubscribed portion in any reserved category may be added to any other
reserved category and the unsubscribed portion, if any, after such inter-se adjustments among the reserved categories shall be added
to the net offer category. For further details, see the sections titled “Issue Procedure” and “Issue Structure” on pages 417 and 411
respectively.
(4) The Shareholders’ Reservation Portion shall not exceed 10% of the size of the Issue, in accordance with the SEBI ICDR Regulations.
For further details, see “Issue Structure” on page 411.
100Notes to Capital Structure
1. Share Capital history of our Company
(a) Equity Share capital history of our Company
The following table sets forth the history of the Equity Share Capital of our Company:
Name of Face
Cumulative
allottees along Number of Cumulativ value
Reason/ Number paid-up Issue price Nature of
Date of with the number equity e number per
nature of of equity per equity considera
allotment of Equity Shares shares of equity equity
allotment allottees share share (₹) tion
allotted to each allotted shares share
capital (₹)
allottee (₹)
August Initial 1,312 Equity 5 10,000 10,000 100,000 10 10 Other
29, 2020 subscription Shares allotted to than cash
to MOA (1) Rushit
Shardulkumar
Shah, 1,312
Equity Shares
allotted to Umesh
Satishkumar
Uttamchandani,
1,312 Equity
Shares allotted to
Parth
Naimeshbhai
Shah, 4,264
Equity Shares
allotted to Dev
Information
Technology
Limited and
1,800 Equity
Shares allotted to
Parashwanath
Land Organisers
LLP.
March 30, Conversion 207 Equity 5 486 10,486 104,860 10 57,228 Cash#
2022 of 0.001% Shares allotted to
2,772,065 Dev Information
compulsory Technology
convertible Limited, 64
debentures Equity Shares
into Equity each allotted to
Shares Rushit
Shardulkumar
Shah, Umesh
Satishkumar
Uttamchandani
and Parth
Naimeshbhai
Shah, and 87
Equity Shares
allotted to
Parashwanath
Land Organisers
LLP.
March 30, Conversion 349 Equity 1 349 10,835 108,350 10 57,228 Cash#
2022 of 0.001% Shares allotted to
Convertible Unmaj
Notes Corporation LLP.
December Private 155 Equity 8 1,344 12,179 121,790 10 120,321 Cash
31, 2022 Placement Shares allotted to
Unmaj
Corporation LLP,
220 Equity
101Name of Face
Cumulative
allottees along Number of Cumulativ value
Reason/ Number paid-up Issue price Nature of
Date of with the number equity e number per
nature of of equity per equity considera
allotment of Equity Shares shares of equity equity
allotment allottees share share (₹) tion
allotted to each allotted shares share
capital (₹)
allottee (₹)
Shares allotted to
Parbhudas
Kishoredas
Tobacco Products
Private Limited,
146 Equity
Shares allotted to
J P Tobacco
Products Private
Limited, 366
Equity Shares
allotted to
Kalpesh
Harakhchand
Gala (Siddhant
Investments), 187
Equity Shares
allotted to Rajesh
Vaswani, 187
Equity Shares
allotted to
Deepak Vaswani,
33 Equity Shares
allotted to Anshul
Shah and 50
Equity Shares
allotted to Utsav
Shah.
January Private 138 Equity 3 672 12,851 128,510 10 180,639 Cash
02, 2024 Placement Shares allotted to
Advent
Envirocare
Technology
Private Limited,
416 Equity
Shares allotted to
Ajay Patel and
118 Equity
Shares allotted to
Mitesh Patel.
February Rights Issue 263 Equity 3 789 13,640 136,400 10 190,085 Cash
02, 2024 Shares allotted to
Unmaj
Corporation LLP,
263 Equity
Shares allotted to
Parbhudas
Kishoredas
Tobacco Products
Private Limited
and 263 Equity
Shares allotted to
Kalpesh
Harakhchand
Gala (Siddhant
Investments).
May 13, Private 72 Equity Shares 4 168 13,808 138,080 10 208,945 Cash
2024 Placement allotted to Ducon
Consultants
Private Limited,
72 Equity Shares
allotted to
102Name of Face
Cumulative
allottees along Number of Cumulativ value
Reason/ Number paid-up Issue price Nature of
Date of with the number equity e number per
nature of of equity per equity considera
allotment of Equity Shares shares of equity equity
allotment allottees share share (₹) tion
allotted to each allotted shares share
capital (₹)
allottee (₹)
Maximus Wealth
Management
LLP, 12 Equity
Shares allotted to
Pratik Shreyas
Sheth and 12
Equity Shares
allotted to
Shreyas Sheth.
June 10, Private 24 Equity Shares 6 132 13,940 139,400 10 208,945 Cash
2024 Placement allotted to Soham
Padmank Mehta,
24 Equity Shares
allotted to Advent
Envirocare
Private Limited,
48 Equity Shares
allotted to NX
Capital Partners
through its
partner Dhaval
Shah, 12 Equity
Shares allotted to
Shrijay
Shreyashbhai
Sheth, 12 Equity
Shares allotted to
Paresh
Anandbhai Amin
and 12 Equity
Shares allotted to
Margeshkumar
Sureshchandra
Shah.
July 5, Private 7 Equity Shares 7 91 14,031 140,310 10 208,945 Cash
2024 Placement allotted to Ardeko
Asset
Management
Private Limited,
19 Equity Shares
allotted to
Molkem
Chemicals (India)
LLP, 12 Equity
Shares allotted to
Shreenath Smart
Technologies
Private Limited,
12 Equity Shares
allotted to Ishaan
Marketing Private
Limited, 5 Equity
Shares allotted to
Manan
Rameshbhai
Shah, 24 Equity
Shares allotted to
Sunnykumar
Pawankumar
Agarwal, and 12
Equity Shares
allotted to
103Name of Face
Cumulative
allottees along Number of Cumulativ value
Reason/ Number paid-up Issue price Nature of
Date of with the number equity e number per
nature of of equity per equity considera
allotment of Equity Shares shares of equity equity
allotment allottees share share (₹) tion
allotted to each allotted shares share
capital (₹)
allottee (₹)
Saurabh Anup
Kumar
August Private 36 Equity Shares 8 464 14,495 144,950 10 208,945 Cash
23, 2024 Placement allotted to
Abhishek
Singhvi, 10
Equity Shares
allotted to
Shakuntala
Nagori, 156
Equity Shares
allotted to Tycho
Ventures Private
Limited, 120
Equity Shares
allotted to
Chhattisgarh
Investments
Limited, 5 Equity
Shares allotted to
Ankur Maheshku
mar Agarwal, 96
Equity Shares
allotted to Komal
Rathi, 29 Equity
Shares allotted to
Akshay Indrajeet
Gupta and 12
Equity Shares
allotted to Shaili
Naimish
Sakhpara.
Septembe Private 301 Equity 2 308 14,803 148,030 10 208,945 Cash
r 10, 2024 Placement Shares allotted to
Amit Ranchhodlal
Chokshi and 7
Equity Shares
allotted to Shital
Mayank Patel.
September Bonus issue 3,492,000 Equity 45 13,322,700 13,337,503 133,375,030 10 N. A N.A
20, 2024* in the ratio Shares allotted to
of 900 Dev Information
Equity Technology
Shares for Limited,
every one 1,238,400 Equity
Equity Share Shares allotted to
held (2) Rushit
Shardulkumar
Shah, 1,238,400
Equity Shares
allotted to Umesh
Satishkumar
Uttamchandani,
1,238,400 Equity
Shares allotted to
Parth
Naimeshbhai
Shah, 148,500
Equity Shares
Ducon
Consultants
Private Limited,
104Name of Face
Cumulative
allottees along Number of Cumulativ value
Reason/ Number paid-up Issue price Nature of
Date of with the number equity e number per
nature of of equity per equity considera
allotment of Equity Shares shares of equity equity
allotment allottees share share (₹) tion
allotted to each allotted shares share
capital (₹)
allottee (₹)
4,500 Equity
Shares allotted to
Ankur
Maheshkumar
Agrawal, 108,000
Equity Shares
allotted to
Chhattisgarh
Investments
Limited, 10,800
Equity Shares
allotted to Shaili
Naimish
Sakhpara, 17,100
Equity Shares
allotted to
Molkem
Chemicals India
LLP, 6,300
Equity Shares
allotted to Ardeko
Asset
Management
Private Limited,
9,000 Equity
Shares allotted to
Shakuntala
Nagori, 10,800
Equity Shares
allotted to
Saurabh Kumar,
10,800 Equity
Shares allotted to
Ishaan Marketing
Private Limited,
10,800 Equity
Shares allotted to
Shreenath Smart
Technologies
Private Limited,
218,700 Equity
Shares allotted to
J P Tobacco
Products Private
Limited, 566,100
Equity Shares
allotted
Parbhudas
Kishoredas
Tobacco Products
Private Limited,
10,800 Equity
Shares allotted to
Paresh
Anandbhai Amin,
1,526,400 Equity
Shares allotted to
Parashwanath
Land Organisers
LLP, 64,800
Equity Shares
allotted to
Maximus Wealth
105Name of Face
Cumulative
allottees along Number of Cumulativ value
Reason/ Number paid-up Issue price Nature of
Date of with the number equity e number per
nature of of equity per equity considera
allotment of Equity Shares shares of equity equity
allotment allottees share share (₹) tion
allotted to each allotted shares share
capital (₹)
allottee (₹)
Management
LLP, 168,300
Equity Shares
allotted to Rajesh
Sunderdas
Vaswani, 168,300
Equity Shares
allotted to
Deepakkumar B
Vaswani, 32,400
Equity Shares
allotted to
Abhishek
Singhvi, 51,300
Equity Shares
allotted to Soham
Padmank Mehta,
784,800 Equity
Shares allotted to
Unmaj
Corporation LLP,
784,800 Equity
Shares allotted to
Kalpesh
Harakhchand
Gala, Archit Raju
Gala (Siddhant
Investments),
43,200 Equity
Shares allotted to
Dhaval Shirish
Shah, Deep
Ashokbhai Modh
(nX Capital
Partners),
374,400 Equity
Shares allotted to
Ajay
Surendrabhai
Patel, 10,800
Equity Shares
allotted to
Margeshkumar
Sureshchandra
Shah, 10,800
Equity Shares
allotted to Shrijay
Shreyashbhai
Sheth, 106,200
Equity Shares
allotted to Mitesh
Ramanbhai Patel,
10,800 Equity
Shares allotted to
Shreyas
Chinubhai Sheth,
10,800 Equity
Shares allotted to
Pratik Shreyas
Sheth, 29,700
Equity Shares
allotted to Anshul
Devendra Shah,
106Name of Face
Cumulative
allottees along Number of Cumulativ value
Reason/ Number paid-up Issue price Nature of
Date of with the number equity e number per
nature of of equity per equity considera
allotment of Equity Shares shares of equity equity
allotment allottees share share (₹) tion
allotted to each allotted shares share
capital (₹)
allottee (₹)
45,000 Equity
Shares allotted to
Utsav Devendra
Shah, 204,300
Equity Shares
allotted to Advent
Envirocare
Private Limited,
4,500 Equity
Shares allotted to
Mananbhai
Rameshbhai
Shah, 140,400
Equity Shares
allotted to Tycho
Ventures Private
Limited, 33,300
Equity Shares
allotted to
Rashmi Rani
Pahwa, 26,100
Equity Shares
allotted to
Akshay Indrajeet
Gupta, 28,800
Equity Shares
allotted to Komal
Rathi, 18,900
Equity Shares
allotted to Mohit
Kumar Mathur,
5,400 Equity
Shares allotted to
Megha Sethia,
21,600 Equity
Shares allotted to
Sunnykumar
Pawan Kumar
Agarwal, 270,900
Equity Shares
allotted to Amit
Ranchhodlal
Chokshi and
6,300 Equity
Shares allotted to
Shital Mayank
Patel.
Pursuant to a resolution passed by our Board dated September 19, 2024 and a resolution passed by our Shareholders dated
September 19, 2024, Equity Shares of face value of ₹10 each of our Company were sub-divided into Equity Shares of face
value of ₹2 each. Consequently, the issued and subscribed share capital of our Company comprising 13,337,503 Equity Shares
of face value of ₹10 each was sub-divided into 66,687,515 Equity Shares of face value of ₹2 each.
(1) Our Company was originally incorporated as a limited liability partnership under the name and style of “Dev Accelerator LLP”
on September 14, 2017. Pursuant to a No Objection Certificate and an Affidavit cum Declaration, from the erstwhile partners of Dev
Accelerator LLP dated August 13, 2020, it was decided to convert the limited liability partnership into a private limited company
under Part I of the chapter XXI of the Companies Act, 2013 with the name “Dev Accelerator Private Limited” and a certificate of
incorporation dated September 5, 2020 was issued by the Registrar of Companies, Central Registration Centre for the same. Post
conversion into a private limited company, 10,000 Equity Shares of face value of ₹ 10 each was issued to the erstwhile partners of
Dev Accelerator LLP who became the first members of our Company pursuant to subscription to its MoA.
(2) The bonus issue was in the ratio of 900 Equity Shares of face value ₹ 10 for every one Equity Share held by the Shareholders,
authorized by a resolution passed by the Shareholders at the extra-ordinary general meeting held on September 19, 2024 with the
record date as September 19, 2024, in the manner set out above by capitalization of the securities premium account of our Company
or any other permitted reserve/surplus of our Company.
#Consideration for such issuance was the unsecured loan extended by the allottees.
107*While the bonus issue was approved by the Shareholders’ of the Company on September 19, 2024, the Equity Shares pursuant to the
bonus issue were allotted to the Shareholders’ on September 20, 2024.
Our Company has made the abovementioned issuances and allotments of Equity Shares from the date of incorporation
of our Company till the date of filing of this Red Herring Prospectus in compliance with the relevant provisions of the
Companies Act, 2013, to the extent applicable.
(b) Preference Share capital history of our Company
The following table sets forth the history of the Preference Share Capital of our Company:
Name of allottees
Number of Issue
Date of along with the Face value
Reason/ nature Number Preference price per
allotment of number of per Nature of
of allotment / of Shares Preferenc
Preference Preference Preference consideration
redemption allottees allotted / e Share
Shares Shares allotted to Share (₹)
redeemed (₹)
each allottee
0.01 % non-convertible, non-cumulative, non-participating, redeemable preference shares of face value of ₹10
each (“Preference Shares”)
March 26, Preferential 3,577,519 non- 1 3,577,519 10 10 Cash#
2021 allotment in lieu convertible, non-
of repayment of cumulative, non-
existing participating,
unsecured loans redeemable
extended to our preference shares
Company by allotted to Dev
Dev Information
Information Technology
Technology Limited
Limited.
# Consideration for such issuance was the unsecured loan extended by the allottees
(c) Compulsory convertible debentures history of our Company
As on date of this Red Herring Prospectus, there are no outstanding compulsory convertible debentures of our Company.
The following table sets forth the history of the compulsory convertible debentures of our Company:
Date of Face value Issue price
Number of
allotment per per
compulsory
of Reason/ nature of Details of Number compulsory compulsory Nature of
convertible
compulsory allotment allottees of allottees convertible convertible consideration
debentures
convertible debenture debentures
allotted
debentures (₹) (₹)
0.001 % compulsory convertible debentures
March 26, Preferential 1,182,008 5 2,772,065 10 10 Cash#
2021 allotment in lieu of allotted to Dev
repayment of Information
existing unsecured Technology
loans extended to Limited, 363,695
our Company by allotted to Rushit
Dev Information Shardulkumar
Technology Shah, 363,695
Limited, Rushit allotted to Umesh
Shardulkumar Satishkumar
Shah, Umesh Uttamchandani,
Satishkumar 363,695 allotted
Uttamchandani, to Parth
Parth Naimeshbhai
Naimeshbhai Shah and 498,972
108Date of Face value Issue price
Number of
allotment per per
compulsory
of Reason/ nature of Details of Number compulsory compulsory Nature of
convertible
compulsory allotment allottees of allottees convertible convertible consideration
debentures
convertible debenture debentures
allotted
debentures (₹) (₹)
0.001 % compulsory convertible debentures
Shah, M/s allotted to M/s
Parashwanath Parashwanath
Land Organisers Land Organisers
LLP LLP
March 30, Conversion of 207 Equity 5 (2,772,065) 10 57,228 Cash#
2022 compulsory Shares allotted to
convertible Dev Information
debentures into Technology
Equity Shares Limited, 64
Equity Shares
allotted to Rushit
Shardulkumar
Shah, 64 Equity
Shares allotted to
Umesh
Satishkumar
Uttamchandani,
64 Equity Shares
allotted to Parth
Naimeshbhai
Shah, and 87
Equity Shares
allotted to
Parashwanath
Land Organisers
LLP upon the
conversions of
0.001%
2,772,065
compulsory
convertible
debentures.
# Consideration for such issuance was the unsecured loan extended by the allottees
2. Shares issued for consideration other than cash or out of revaluation reserves
Our Company has not issued any Equity Shares or Preference Shares out of revaluation reserves since its incorporation.
Further, except as disclosed below, our Company has not issued any Equity Shares or Preference Shares for consideration
other than cash or as a bonus issue:
Face
No. of Issue
value Reason/Na
Date of equity Details of allottee and price per Benefits accrued to our
per ture of
allotment shares equity shares allotted equity Company
equity allotment
allotted share (₹)
share (₹)
August 29, 10,000 1,312 Equity Shares 10 10 Initial Our Company was
2020 allotted to Rushit subscriptio converted into a private
Shardulkumar Shah, 1,312 n to MOA limited company in
Equity Shares allotted to (1) accordance with the
Umesh Satishkumar applicable Companies
Uttamchandani, 1,312 Act.
109Face
No. of Issue
value Reason/Na
Date of equity Details of allottee and price per Benefits accrued to our
per ture of
allotment shares equity shares allotted equity Company
equity allotment
allotted share (₹)
share (₹)
Equity Shares allotted to
Parth Naimeshbhai Shah,
4,264 Equity Shares
allotted to Dev Information
Technology Limited and
1,800 Equity Shares
allotted to Parashwanath
Land Organisers LLP
September 13,322,700 3,492,000 Equity Shares 10 - Bonus issue N.A.
20, 2024* allotted to Dev Information in the ratio
Technology Limited, of 900
1,238,400 Equity Shares Equity
allotted to Rushit Shares for
Shardulkumar Shah, every one
1,238,400 Equity Shares Equity
allotted to Umesh Share held
Satishkumar (2)
Uttamchandani, 1,238,400
Equity Shares allotted to
Parth Naimeshbhai Shah,
148,500 Equity Shares
Ducon Consultants Private
Limited, 4,500 Equity
Shares allotted to Ankur
Maheshkumar Agrawal,
108,000 Equity Shares
allotted to Chhattisgarh
Investments Limited,
10,800 Equity Shares
allotted to Shaili Naimish
Sakhpara, 17,100 Equity
Shares allotted to Molkem
Chemicals India LLP,
6,300 Equity Shares
allotted to Ardeko Asset
Management Private
Limited, 9,000 Equity
Shares allotted to
Shakuntala Nagori, 10,800
Equity Shares allotted to
Saurabh Kumar, 10,800
Equity Shares allotted to
Ishaan Marketing Private
Limited, 10,800 Equity
Shares allotted to Shreenath
Smart Technologies Private
Limited, 218,700 Equity
Shares allotted to J P
Tobacco Products Private
Limited, 566,100 Equity
Shares allotted Parbhudas
Kishoredas Tobacco
Products Private Limited,
10,800 Equity Shares
allotted to Paresh
Anandbhai Amin,
1,526,400 Equity Shares
110Face
No. of Issue
value Reason/Na
Date of equity Details of allottee and price per Benefits accrued to our
per ture of
allotment shares equity shares allotted equity Company
equity allotment
allotted share (₹)
share (₹)
allotted to Parashwanath
Land Organisers LLP,
64,800 Equity Shares
allotted to Maximus Wealth
Management LLP, 168,300
Equity Shares allotted to
Rajesh Sunderdas
Vaswani, 168,300 Equity
Shares allotted to
Deepakkumar B Vaswani,
32,400 Equity Shares
allotted to Abhishek
Singhvi, 51,300 Equity
Shares allotted to Soham
Padmank Mehta, 784,800
Equity Shares allotted to
Unmaj Corporation LLP,
784,800 Equity Shares
allotted to Kalpesh
Harakhchand Gala, Archit
Rajul Gala (Siddhant
Investments), 43,200
Equity Shares allotted to
Dhaval Shirish Shah, Deep
Ashokbhai Modh (Nx
Capital Partners), 43,200
Equity Shares allotted to
Dhaval Shirish Shah, Deep
Ashokbhai Modh (Nx
Capital Partners), 374,400
Equity Shares allotted to
Ajay Surendrabhai Patel,
10,800 Equity Shares
allotted to Margeshkumar
Sureshchandra Shah,
10,800 Equity Shares
allotted to Shrijay
Shreyashbhai Sheth,
106,200 Equity Shares
allotted to Mitesh
Ramanbhai Patel, 10,800
Equity Shares allotted to
Shreyas Chinubhai Sheth,
10,800 Equity Shares
allotted to Pratik Shreyas
Sheth, 29,700 Equity
Shares allotted to Anshul
Devendra Shah, 45,000
Equity Shares allotted to
Utsav Devendra Shah,
204,300 Equity Shares
allotted to Advent
Envirocare Private
Limited, 4,500 Equity
Shares allotted to
Mananbhai Rameshbhai
Shah, 140,400 Equity
111Face
No. of Issue
value Reason/Na
Date of equity Details of allottee and price per Benefits accrued to our
per ture of
allotment shares equity shares allotted equity Company
equity allotment
allotted share (₹)
share (₹)
Shares allotted to Tycho
Ventures Private Limited,
33,300 Equity Shares
allotted to Rashmi Rani
Pahwa, 26,100 Equity
Shares allotted to Akshay
Indrajeet Gupta, 28,800
Equity Shares allotted to
Komal Rathi, 18,900
Equity Shares allotted to
Mohit Kumar Mathur,
5,400 Equity Shares
allotted to Megha Sethia,
21,600 Equity Shares
allotted to Sunnykumar
Pawan Kumar Agarwal,
270,900 Equity Shares
allotted to Amit
Ranchhodlal Chokshi and
6,300 Equity Shares
allotted to Shital Mayank
Patel.
(1) Our Company was originally incorporated as a limited liability partnership under the name and style of “Dev Accelerator LLP”
on September 14, 2017. Pursuant to a No Objection Certificate and an Affidavit cum Declaration, from the erstwhile partners of Dev
Accelerator LLP dated August 13, 2020, it was decided to convert the limited liability partnership into a private limited company
under Part I of the chapter XXI of the Companies Act, 2013 with the name “Dev Accelerator Private Limited” and a certificate of
incorporation dated September 05, 2020 was issued by the Registrar of Companies, Central Registration Centre for the same. Post
conversion into a private limited company and 10,000 Equity Shares of face value of Rs. 10 each was issued to the erstwhile partners
of Dev Accelerator LLP who became the first members of our Company pursuant to subscription to its MoA.
(2) The bonus issue was in the ratio of 900 Equity Shares of face value ₹ 10 for every one Equity Share held by the Shareholders,
authorized by a resolution passed by the Shareholders at the extra-ordinary general meeting held on September 19, 2024 with the
record date as September 19, 2024, in the manner set out above by capitalization of the securities premium account of our Company
or any other permitted reserve/surplus of our Company.
*While the bonus issue was approved by the Shareholders’ of the Company on September 19, 2024, the Equity Shares pursuant to the
bonus issue were allotted to the Shareholders’ on September 20, 2024.
3. Issue of shares at a price lower than the Issue Price in the last year
The Issue Price shall be determined by our Company, in consultation with the BRLM, after the Bid / Issue Closing Date.
Except as disclosed above in “Capital Structure- Equity Share capital history of our Company” on page 101, our
Company has not issued any shares at a price which may be lower than the Issue Price, during a period of one year
preceding the date of this Red Herring Prospectus.
4. Allotment of shares pursuant to schemes of arrangement
Our Company has not allotted any Equity Shares or Preference Shares in terms of any scheme approved under Sections
391 to 394 of the Companies Act 1956 or Sections 230 to 234 of the Companies Act 2013.
5. Issue of equity shares under employee stock option schemes
Dev Accelerator Limited Employee Stock Option Plan – 2023 “ESOP Scheme”
Our Company, pursuant to the resolutions passed by our Board of Directors on December 19, 2023, and our Shareholders
on December 20, 2023, adopted the ESOP Scheme. The ESOP Scheme was further amended by way of the Board and
Shareholders resolution dated March 18, 2024 and March 31, 2024, respectively. The Company has further amended and
adopted the ESOP Scheme by way of Board resolution dated September 24, 2024 and AGM resolution dated September
11225, 2024. The Company under the ESOP Scheme may grant such number of employee stock options in one or more
tranches convertible into Equity Shares, not exceeding 5,487,090 Equity Shares at face value of ₹2 each and at such price
and terms and conditions as may be fixed or determined by the board in terms of accordance of the ESOP scheme. Upon
exercise and payment of the exercise price, the option holder will be entitled to be allotted such number of Equity Shares
per employee stock option as per the ESOP Scheme. The purpose of the ESOP Scheme is, among other things, to: (a)
motivate the employees to contribute to the growth and profitability of our Company; (b) achieve sustained growth and
the creation of Shareholder value by aligning the interests of the employees with the long-term interests of our Company;
and (c) incentivize the senior and critical talents in line with corporate growth and creation of Shareholders’ value. There
are no options granted pursuant to the ESOP Scheme as of the date of this Red Herring Prospectus.
6. Details of shareholding of our Promoters, members of the Promoter Group and the directors of the corporate
Promoter
(a) Equity shareholding of the Promoters
As on the date of this Red Herring Prospectus, our Promoters collectively hold 33,201,850 Equity Shares of face
value ₹2/- each, equivalent to 49.80 % of the issued, subscribed and paid-up Equity Share capital of our Company.
(b) Preference shareholding of the Promoters
As on the date of this Red Herring Prospectus, one of our Promoters, namely, Dev Information Technology Limited
holds 3,577,519 Preference Shares of face value ₹10/- each, equivalent to 100% of the Preference Share capital of
our Company.
(c) Build-up of the shareholding of our Promoters in our Company
The details regarding the shareholding of our Promoters since incorporation of our Company are set forth in the
table below:
(i) Equity Share build-up of the Promoters in our Company
The following table sets forth the Equity Share build-up of the Promoters in our Company:
Issue price/
Percentage Percentage
Date of Number of Nature of Face value transfer
Nature of of the pre- of the post-
allotment equity considerat per equity price per
transaction Issue share Issue share
/ transfer shares ion share (₹) equity share
capital (%) * capital (%)
(₹)
RUSHIT SHARDULKUMAR SHAH
August Initial 1312 Other than 10 10 0.01 [●]
29, 2020 subscription to Cash
MOA
March 30, Conversion of 64 Cash# 10 57,228 0.00 [●]
2022 0.001%
compulsory
convertible
debentures into
Equity Shares
Septembe Bonus issue in 1,238,400 N. A. 10 - 9.29 [●]
r 20, 2024 the ratio of 900
Equity Shares
for every one
Equity Share
held(2)
Pursuant to a resolution passed by our Board dated September 19, 2024 and a resolution passed by our Shareholders’
dated September 19, 2024, Equity Shares of face value of ₹10 each of our Company were sub-divided into Equity
Shares of face value of ₹2 each. Consequently, 1,239,776 Equity Shares of face value of ₹10 each, held by Rushit
Shardulkumar Shah were sub-divided into 6,198,880 Equity Shares of face value of ₹2 each.
Total (A) 6,198,880^ 9.30 [●]
113Issue price/
Percentage Percentage
Date of Number of Nature of Face value transfer
Nature of of the pre- of the post-
allotment equity considerat per equity price per
transaction Issue share Issue share
/ transfer shares ion share (₹) equity share
capital (%) * capital (%)
(₹)
PARTH NAIMESHBHAI SHAH
August Initial 1312 Other than 10 10 0.01 [●]
29, 2020 subscription to Cash
MOA
March 30, Conversion of 64 Cash# 10 57,228 0.00 [●]
2022 0.001%
compulsory
convertible
debentures into
Equity Shares
Septembe Bonus issue in 1,238,400 N.A 10 - 9.29 [●]
r 20, 2024 the ratio of 900
Equity Shares
for every one
Equity Share
held(2)
Pursuant to a resolution passed by our Board dated September 19, 2024 and a resolution passed by our Shareholders’
dated September 19, 2024, Equity Shares of face value of ₹10 each of our Company were sub-divided into Equity
Shares of face value of ₹2 each. Consequently, 1,239,776 Equity Shares of face value of ₹10 each, held by Parth
Naimeshbhai Shah were sub-divided into 6,198,880 Equity Shares of face value of ₹2 each.
Total (B) 6,198,880^ 9.30 [●]
UMESH SATISHKUMAR UTTAMCHANDANI
August Initial 1312 Other than 10 10 0.01 [●]
29, 2020 subscription to Cash
MOA
December Transfer to Palak (1) Cash 10 10 0.00 [●]
20, 2021 Priyal Shah
December Transfer to (1) Cash 10 10 0.00 [●]
20, 2021 Vikrambhai
Ambalal Vakil
March 30, Conversion of 64 Cash# 10 57,228 0.00 [●]
2022 0.001%
compulsory
convertible
debentures into
Equity Shares
January Transfer from 1 Cash 10 10 0.00 [●]
10, 2024 Palak Priyal
Shah
January Transfer from 1 Cash 10 10 0.00 [●]
10, 2024 Vikrambhai
Ambalal Vakil
Septembe Bonus issue in 1,238,400 N.A 10 - 9.29 [●]
r 20, 2024 the ratio of 900
Equity Shares
for every one
Equity Share
held(2)
Pursuant to a resolution passed by our Board dated September 19, 2024 and a resolution passed by our Shareholders’
dated September 19, 2024, Equity Shares of face value of ₹10 each of our Company were sub-divided into Equity
Shares of face value of ₹2 each. Consequently, 1,239,776 Equity Shares of face value of ₹10 each, held by Umesh
Satishkumar Uttamchandani were sub-divided into 6,198,880 Equity Shares of face value of ₹2 each.
Total (C) 6,198,880^ 9.30 [●]
114Issue price/
Percentage Percentage
Date of Number of Nature of Face value transfer
Nature of of the pre- of the post-
allotment equity considerat per equity price per
transaction Issue share Issue share
/ transfer shares ion share (₹) equity share
capital (%) * capital (%)
(₹)
DEV INFORMATION TECHNOLOGY LIMITED
August Initial 4,264 Other than 10 10 0.03 [●]
29, 2020 subscription to Cash
MOA
March 30, Conversion of 207 Cash# 10 57,228 0.00 [●]
2022 0.001%
compulsory
convertible
debentures into
Equity Shares
December Transfer (1) (591) Cash 10 96,256.80 0.00 [●]
31, 2022
Septembe Bonus issue in 3,492,000 N.A 10 - 26.18 [●]
r 20, 2024 the ratio of 900
Equity Shares
for every one
Equity Share
held(2)
Pursuant to a resolution passed by our Board dated September 19, 2024 and a resolution passed by our Shareholders’
dated September 19, 2024, Equity Shares of face value of ₹10 each of our Company were sub-divided into Equity
Shares of face value of ₹2 each. Consequently, 3,495,880 Equity Shares of face value of ₹10 each, held by Dev
Information Technology Limited were sub-divided into 17,479,400 Equity Shares of face value of ₹2 each.
October Transfer(3) (1,392,045) Cash 2 40.49 (2.09) [•]
3, 2024
October Transfer(4) (369,410) Cash 2 40.49 (0.55) [•]
4, 2024
October Transfer(5) (369,410) Cash 2 40.49 (0.55) [•]
4, 2024
October Transfer(6) (121,635) Cash 2 40.49 (0.18) [•]
4, 2024
October Transfer(7) (369,410) Cash 2 40.49 (0.55) [•]
7, 2024
October Transfer(8) (252,280) Cash 2 40.49 (0.38) [•]
7, 2024
Total (D) 14,605,210 21.90 [●]
^
Total 33,201,850 49.80 [●]
(A+B+C+D)
*The pre-Issue Equity Share capital (%) has been rounded off up to two decimal places.
^Adjusted for split of equity shares of face value of ₹ 10 each of our Company into Equity Shares of face value of ₹ 2 each of our
Company
(1) Transfer of 105 Equity Shares to Unmaj Corporation LLP, 146 Equity Shares to Parbhudas Kishoredas Tobacco Products Private
Limited, 97 Equity Shares to J. P. Tobacco Products Private Limited and 243 Equity Shares to Kalpesh Harakhchand Gala
(Siddhant Investments).
(2) The bonus issue was in the ratio of 900 Equity Shares of face value ₹ 10 for every one Equity Share held by the Shareholders,
authorized by a resolution passed by the Shareholders at the extra-ordinary general meeting held on September 19, 2024 with the
record date as September 19, 2024, in the manner set out above by capitalization of the securities premium account of our Company
or any other permitted reserve/surplus of our Company.
(3) Transfer of 1,392,045 Equity Shares to Tipsons Consultancy Services Private Limited
(4) Transfer of 369,410 Equity Shares to Kaushal Kunjbihari Shah
(5) Transfer of 369,410 Equity Shares to Rushabh Pravinchandra Shah
(6) Transfer of 121,635 Equity Shares to Devang Arvindbhai Patel
(7) Transfer of 369,410 Equity Shares to Siddh Pulin Patel
(8) Transfer of 252,280 Equity Shares to Prabha Mahesh Modi
#Consideration for such Equity Shares was paid upfront at the time of allotment of the compulsory convertible debentures.
115Our Promoters- viz Jaimin Jagdishbhai Shah, Pranav Niranjan Pandya, Amisha Jaimin Shah and Kruti Pranav Pandya do
not hold any Equity Shares of our Company.
(ii) Preference Shares build-up of the Promoters in our Company
The following table sets forth the Preference Shares build-up of the Promoters in our Company:
Issue price/
Face value Percentage Percentage
Date of Number of transfer
Nature of Nature of per of the pre- of the post-
allotment/ preference price per
transaction consideration preference Issue share Issue share
transfer shares preference
share (₹) capital (%) capital (%)
share (₹)
DEV INFORMATION TECHNOLOGY LIMITED
March 26, Preferential 3,577,519 In lieu of 10 10 100 100
2021 allotment in lieu non- repayment of
of repayment of convertible, existing
existing non- unsecured
unsecured loans cumulative, loans
extended to our non-
Company by participating,
Dev Information redeemable
Technology preference
Limited shares
(iii) All the Equity Shares held by our Promoters were fully paid-up on the respective dates of acquisition of such Equity
Shares.
(iv) All Equity Shares held by our Promoters are in dematerialized form as on the date of this Red Herring Prospectus.
(v) None of the Equity Shares held by our Promoters and Promoter Group in our Company/its Subsidiaries are pledged
as on date of this Red Herring Prospectus.
(vi) Details of minimum Promoters’ contribution and lock-in
Pursuant to Regulations 14 and 16 of the SEBI ICDR Regulations, an aggregate of 20% of the fully diluted post-
Issue Equity Share capital of our Company held by our Promoters, shall be considered as minimum Promoters’
contribution and locked-in for a period of 3 years from the date of Allotment or any other period as may be
prescribed under applicable law (“Minimum Promoters’ Contribution”) and the shareholding of our Promoters
in excess of 20% shall be locked in for a period of 1 year from the date of Allotment. Our Promoters have given
consent to include such number of Equity Shares held by them, in aggregate, as may constitute 20% of the fully
diluted post-Issue Equity Share capital of our Company as the Minimum Promoters’ Contribution. Our Promoters
have agreed not to sell, transfer, charge, pledge or otherwise encumber in any manner, the Minimum Promoters’
Contribution from the date of filing of this Red Herring Prospectus, until the expiry of the lock-in period specified
above, or for such other time as required under SEBI ICDR Regulations, except as may be permitted, in accordance
with the SEBI ICDR Regulations.
Details of the Equity Shares held by our Promoters, which will be locked-in as Minimum Promoters’ Contribution are
set forth in the table below:
116Date of
allotment/t Percentage
Issue/ Percentage
Number of Number of ransfer of of the
Nature of Face value Acquisitio of the pre-
Name of Equity Equity Equity post-Issue
transactio per equity n price per Issue paid-
Promoter Shares Shares Shares and paid-up
n share (₹) equity up capital
held locked-in when capital
share (₹) (%)
made fully (%)
paid-up
[●] [●] [●] [●] [●] [●] [●] [●] [●]
[●] [●] [●] [●] [●] [●] [●] [●] [●]
[●] [●] [●] [●] [●] [●] [●] [●] [●]
Grand [●] [●] [●] [●]
Total
Note: To be updated at the Prospectus stage.
Our Company undertakes that the Equity Shares that are being locked-in are not and will not be ineligible for computation
of Minimum Promoters’ Contribution in terms of Regulation 15 of the SEBI ICDR Regulations. In this connection, we
confirm the following:
(i) The Equity Shares offered for Minimum Promoters’ Contribution do not include Equity Shares acquired in the three
immediately preceding years (a) for consideration other than cash, and revaluation of assets or capitalisation of
intangible assets; or (b) have resulted from bonus issue by utilization of revaluation reserves or unrealised profits
of our Company or bonus issue against Equity Shares, which are otherwise ineligible for computation of Minimum
Promoters’ Contribution. The price per share for determining securities ineligible for Minimum Promoters’
Contribution, shall be determined, after adjusting the same for corporate actions such as share split, bonus issue,
etc. undertaken by our Company;
(ii) The Minimum Promoters’ Contribution does not include any Equity Shares acquired during the immediately
preceding one year at a price lower than the price at which the Equity Shares are being offered to the public in the
Issue;
(iii) Our Company was incorporated pursuant to conversion of a limited liability partnership into a private limited
company under Part I of the chapter XXI of the Companies Act, 2013 and a certificate of incorporation dated
September 5, 2020 was issued by the RoC. For further details please see “History and Certain Corporate Matters
– Brief history of our Company” on page 239. No Equity Shares have been issued to our Promoters upon such
conversion, in the last one year, except as stated in “Capital Structure – Equity Share Capital History of our
Company” on page 101;
(iv) The Equity Shares forming part of the Minimum Promoters’ Contribution are not subject to any pledge; and
(v) All the Equity Shares held by the Promoters are held in dematerialised form.
(d) Other Lock-in requirements
(i) In terms of Regulation 17 of the SEBI ICDR Regulations, the entire pre-Issue Equity Share capital of our Company
held by the person other than the promoters, shall, unless otherwise permitted under the SEBI ICDR Regulations,
will be locked-in for a period of six months from the date of Allotment as required under the SEBI ICDR
Regulations, except for Equity Shares held by a VCF or a Category I AIF or a Category II AIF or a FVCI, provided
that such Equity Shares will be locked-in for a period of at least six months from the date of purchase by the VCF
or the Category I AIF or the Category II AIF or the FVCI, and as may be prescribed under Regulation 17 of the
SEBI ICDR Regulations. .
(ii) In terms of Regulation 21 of the SEBI ICDR Regulations, the Equity Shares held by our Promoters, which are
locked-in as per Regulation 16 of the SEBI ICDR Regulations, may be pledged only with scheduled commercial
banks, public financial institutions, NBFC-SIs or housing finance companies as collateral security for loans granted
by such entities, provided that such loans have been granted for the purpose of financing one or more of the objects
of the Issue and pledge of the Equity Shares is a term of sanction of such loans.
(iii) In terms of Regulation 22 of the SEBI ICDR Regulations, the Equity Shares held by our Promoters, which are
locked-in may be transferred to and amongst the members of the Promoter Group including other Promoters
117or to any new promoter, subject to continuation of the lock-in in the hands of the transferees for the
remaining period and compliance with the SEBI Takeover Regulations, as applicable and such transferee shall
not be eligible to transfer them till the lock-in period stipulated in SEBI ICDR Regulations has expired.
(iv) 50% of the Equity Shares allotted to Anchor Investors under the Anchor Investor Portion shall be locked-in for a
period 30 days from the date of Allotment and the remaining 50% shall be locked-in for a period of 90 days from
the date of Allotment.
(e) Shareholding of the members of our Promoter Group and the directors of our corporate Promoter, namely Dev
Information Technology Limited
As on the date of this Red Herring Prospectus, the members of our Promoter Group (other than our Promoters) and
the directors of our corporate Promoter, Dev Information Technology Limited, do not hold any Equity Shares in
our Company.
(f) Secondary Transactions involving the Promoters, Promoter Group and other Shareholders
Except as disclosed in “Capital Structure- Equity Share build-up of the Promoters in our Company” on page 113
and as set out below, there has been no acquisition of Equity Shares through secondary transactions by our
Promoters, the members of the Promoter Group and other Shareholders, as on the date of this Red Herring
Prospectus.
Face Percentage
Percentage
Date of Number of Value Transfer Nature of the
of the pre-
Name of Name of transfer of equity per price per of post-Issue
Issue share
transferor transferee equity shares equity equity Conside share
capital
shares transferred share share (in ₹) ration capital
(%)
(₹) (%)
Parashwanath Advent December 65 10 153,544.00 Cash 0.44 [•]
Land Envirocare 19, 2023
Organizers Private
LLP Limited
Parashwanath Soham December 33 10 153,544.00 Cash 0.22 [•]
Land Padmank 19, 2023
Organizers Mehta
LLP
Parashwanath Ducon May 28, 93 10 161,573.00 Cash 0.63 [•]
Land Consultants 2024
Organizers Private
LLP Limited
Komal Rathi Rashmi Rani September 37 10 208,918.92 Cash 0.25 [•]
Pahwa 13, 2024
Komal Rathi Mohit September 21 10 209,000.00 Cash 0.14 [•]
Kumar 13, 2024
Mathur
Komal Rathi Megha September 6 10 209,000.00 Cash 0.04 [•]
Sethia 13, 2024
Komal Rathi Vimla Gupta October 30, 36,040 2 46.38 Cash 0.05 [•]
2024
Komal Rathi Vishnu November 45,050 2 46.39 Cash 0.07 [•]
Kumar 18, 2024
Bhandari
Komal Rathi Rajendra January 13, 22,525 2 46.39 Cash 0.03 [•]
Bardhichand 2025
Shah
Parashwanath Dharan January 21, 200,000 2 50.00 Cash 0.30 [•]
Land Jayesh Patel 2025
Organizers
LLP
118Face Percentage
Percentage
Date of Number of Value Transfer Nature of the
of the pre-
Name of Name of transfer of equity per price per of post-Issue
Issue share
transferor transferee equity shares equity equity Conside share
capital
shares transferred share share (in ₹) ration capital
(%)
(₹) (%)
Parashwanath Biren January 21, 200,000 2 50.00 Cash 0.30 [•]
Land Suryakant 2025
Organizers Patel
LLP
Parashwanath January 21, 100,000 2 50.00 Cash 0.15 [•]
Land Riya 2025
Organizers Jayeshbhai
LLP Parikh
Parashwanath Ritu January 21, 100,000 2 50.00 Cash 0.15 [•]
Land Jayeshbhai 2025
Organizers Parikh
LLP
Parashwanath Kruti Manan January 21, 10,000 2 50.00 Cash 0.01 [•]
Land Shah 2025
Organizers
LLP
Parashwanath Prashant H January 21, 10,000 2 50.00 Cash 0.01 [•]
Land Jani 2025
Organizers
LLP
Parashwanath Sima Patel January 21, 10,000 2 50.00 Cash 0.01 [•]
Land 2025
Organizers
LLP
Parashwanath Jeetu January 21, 5,000 2 50.00 Cash 0.01 [•]
Land Kripalbhai 2025
Organizers Kundnani
LLP HUF
Parashwanath Kundnani January 21, 5,000 2 50.00 Cash 0.01 [•]
Land Naresh 2025
Organizers Kripaldas
LLP HUF
Parashwanath Evergrow January 22, 20,000 2 50.00 Cash 0.03 [•]
Land Capital 2025
Organizers Opportunitie
LLP s Fund
Parashwanath Jayesh January 22, 20,000 2 50.00 Cash 0.03 [•]
Land Kheskani 2025
Organizers
LLP
Parashwanath Kushal January 22, 20,000 2 50.00 Cash 0.03 [•]
Land Rajendrabhai 2025
Organizers Patel
LLP
Parashwanath Amit Singh January 22, 20,000 2 50.00 Cash 0.03 [•]
Land Harjitsingh 2025
Organizers Bhatia
LLP
Parashwanath Rutu January 22, 10,000 2 50.00 Cash 0.01 [•]
Land Miteshbhai 2025
Organizers Patel
LLP
119Face Percentage
Percentage
Date of Number of Value Transfer Nature of the
of the pre-
Name of Name of transfer of equity per price per of post-Issue
Issue share
transferor transferee equity shares equity equity Conside share
capital
shares transferred share share (in ₹) ration capital
(%)
(₹) (%)
Parashwanath Pankajbhai January 22, 10,000 2 50.00 Cash 0.01 [•]
Land Bhogilal 2025
Organizers Shah
LLP
Parashwanath Anjani Dyes January 22, 10,000 2 50.00 Cash 0.01 [•]
Land and 2025
Organizers Intermediate
LLP s Private
Limited
Parashwanath Anup January 22, 10,000 2 50.00 Cash 0.01 [•]
Land Mahendra 2025
Organizers Gopalka
LLP
Parashwanath Ityesha January 22, 10,000 2 50.00 Cash 0.01 [•]
Land Nidhinbhai 2025
Organizers Mehta
LLP
Parashwanath Chirag January 24, 10,000 2 50.00 Cash 0.01 [•]
Land Vadilal 2025
Organizers Thakker
LLP
Parashwanath Raval January 28, 10,000 2 50.00 Cash 0.01 [•]
Land Jayrupak 2025
Organizers Kumar
LLP
Parashwanath Siddharth April 16, 70,000 2 50.00 Cash 0.10 [●]
Land Gangal 2025
Organizers
LLP
1207. Shareholding pattern of our Company
Set forth below is the shareholding pattern of our Company as on the date of this Red Herring Prospectus:
Number of voting rights held in each class of No. of Total No No. of equity
No. of shares
securities (IX) shares of shares shares held
pledged or
underly on fully Shareholdi No. of locked in in
No. of voting Rights otherwise
Sharehold ing diluted ng, as a % shares (XI) dematerialis
encumbered
ing as a outstan basis assuming ed form
No. of (XII)
% total ding (including full (XIII)
No. of shares
No. of fully No. of convert warrants, conversion
No. of partly underlyi Total nos.
Category of paid up shares ible ESOP, of
Category Shareholde Shareho equity paid- up ng shares held (calculate Total securiti etc.) convertible
(I) r (II) lders shares held equity Deposit (VII)= (IV + d as per Class as a % es (XI=VII+ securities As a
(III) (IV) shares ory (V)+(VI) SCRR, Class (Others) Total of (includi X) (as a % of As a %
held (V) Re (c Ve Iip ) ts 1 A9 s5 a7 %(V I oI f) (Equity) A+B+C Wn ag rr a p oe fr dce iln ut ta eg de No. (a) st ho at ra el s N (ao ). o sf h t ao rt ea sl
A+B+C2) nts, share held held (b)
ESOP, capital) (b)
etc.)
(X)
(A) Promoter & 4 33,201,850 0 0 33,201,850 49.80 33,201,850 - 33,201,850 49.80 0 0 0 0 0 0 0 33,201,850
Promoter
Group
(B) Public 71 33,485,665 0 0 33,485,665 50.20 33,485,665 - 33,485,665 50.20 0 0 0 0 0 0 0 33,485,665
(C) Non- 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Promoter-
Non-Public
(C1) Shares 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
underlying
DRs
(C2) Shares held 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
by
Employee
Trusts
Total 75 66,687,515 0 0 66,687,515 100 66,687,515 - 66,687,515 100 0 0 0 0 0 0 0 66,687,515
1218. Details of equity shareholding of the major equity Shareholders of our Company
(i) The major Equity Shareholders holding more than 1% or more of the paid-up Equity Share capital of the Company
and the number of Equity Shares held by them as on the date of this Red Herring Prospectus are set forth in the table
below:
Number of Equity Percentage of the
Sr. Shares having face pre-Issue Equity
Name of the Shareholder
No. value of ₹ 2 each on Share capital (%) on
a fully diluted basis* a fully diluted basis
1. Dev Information Technology Limited 14,605,210 21.90
2. Parashwanath Land Organisers LLP 6,780,480 10.17
3. Parth Naimeshbhai Shah 6,198,880 9.30
4. Rushit Shardulkumar Shah 6,198,880 9.30
5. Umesh Satishkumar Uttamchandani 6,198,880 9.30
6. Unmaj Corporation LLP 3,928,360 5.89
7. Kalpesh Harakhchand Gala (Siddhant Investments) 3,928,360 5.89
8. Parbhudas Kishordas Tobacco Products Private Limited 2,833,645 4.25
9. Ajay Surendrabhai Patel 1,874,080 2.81
10. Tipsons Consultancy Services Private Limited 1,392,045 2.09
11. Amit Ranchhodlal Chokshi 1,356,005 2.03
12. J P Tobacco Products Private Limited 1,094,715 1.64
13. Advent Envirocare Private Limited 1,022,635 1.53
14. Rajesh Sunderdas Vaswani 842,435 1.26
15. Deepakkumar B Vaswani 842,435 1.26
16. Ducon Consultants Private Limited 743,325 1.11
17. Tycho Ventures Private Limited 702,780 1.05
Total 60,543,150 90.79
* Based on the beneficiary position statement dated August 29, 2025 and register of members of our Company, as applicable.
(ii) The major equity Shareholders who held more than 1% or more of the paid-up Equity Share capital of the Company
and the number of Equity Shares held by them 10 days prior to the date of this Red Herring Prospectus are set forth
in the table below:
Percentage of the
Number of Equity
pre-Issue Equity
Sr. Shares having face
Name of the Shareholder Share capital (%)
No. value of ₹ 2 each on a
on a fully diluted
fully diluted basis*
basis
1. Dev Information Technology Limited 14,605,210 21.90
2. Parashwanath Land Organisers LLP 6,780,480 10.17
3. Parth Naimeshbhai Shah 6,198,880 9.30
4. Rushit Shardulkumar Shah 6,198,880 9.30
5. Umesh Satishkumar Uttamchandani 6,198,880 9.30
6. Unmaj Corporation LLP 3,928,360 5.89
7. Kalpesh Harakhchand Gala (Siddhant Investments) 3,928,360 5.89
8. Parbhudas Kishordas Tobacco Products Private Limited 2,833,645 4.25
9. Ajay Surendrabhai Patel 1,874,080 2.81
10. Tipsons Consultancy Services Pvt Ltd 1,392,045 2.09
11. Amit Ranchhodlal Chokshi 1,356,005 2.03
12. J P Tobacco Products Private Limited 1,094,715 1.64
13. Advent Envirocare Private Limited 1,022,635 1.53
122Percentage of the
Number of Equity
pre-Issue Equity
Sr. Shares having face
Name of the Shareholder Share capital (%)
No. value of ₹ 2 each on a
on a fully diluted
fully diluted basis*
basis
14. Rajesh Sunderdas Vaswani 842,435 1.26
15. Deepakkumar B Vaswani 842,435 1.26
16. Ducon Consultants Private Limited 743,325 1.11
17. Tycho Ventures Private Limited 702,780 1.05
Total 60,543,150 90.79
* Based on the beneficiary position statement dated August 22, 2025 and register of members of our Company, as applicable.
(iii) The major Equity Shareholders who held more than 1% or more of the paid-up Equity Share capital of our Company
and the number of Equity Shares held by them one year prior to the date of this Red Herring Prospectus are set forth
in the table below:
Number of Equity
Percentage of the pre-
Shares having face
Issue Equity Share
Sr. No. Name of the Shareholder value of ₹ 10 each
capital (%) on a fully
on a fully diluted
diluted basis
basis*
1. Dev Information Technology Limited 3,880 26.77
2. M/s Parashwanath Land Organisers LLP 1,696 11.70
3. Mr. Umesh Satishkumar Uttamchandani 1,376 9.49
4. Mr. Parth Naimeshbhai Shah 1,376 9.49
5. Mr. Rushit Shardulkumar Shah 1,376 9.49
6. Unmaj Corporation LLP 872 6.02
7. Siddhant Investments 872 6.02
Parbhudas Kishordas Tobacco Products Private 629 4.34
8.
Limited
9. Mr. Ajay Patel 416 2.87
10. J. P. Tobacco Products Private Limited 243 1.68
11. Advent Envirocare Private Limited 227 1.57
12. Rajesh Vaswani 187 1.29
13. Deepak Vaswani 187 1.29
14. Ducon Consultants Private Limited 165 1.14
15. Tycho Ventures Private Limited 156 1.08
Total 13,658 94.23
* Based on the register of members of our Company.
(iv) The major Equity Shareholders who held more than 1% or more of the paid-up Equity Share capital of the Company
and the number of shares held by them two years prior to the date of this Red Herring Prospectus are set forth in the
table below:
Percentage of the
Number of Equity
pre-Issue Equity
Shares having face
Sr. No. Name of the Shareholder Share capital (%)
value of ₹ 10 each on
on a fully diluted
a fully diluted basis*
basis
1. Dev Information Technology Limited 3,880 31.86
2. Umesh Satishkumar Uttamchandani 1,374 11.28
3. Parth Naimeshbhai Shah 1,376 11.30
4. Rushit Shardulkumar Shah 1,376 11.30
5. Parashwanath Land Organisers LLP 1,887 15.49
123Percentage of the
Number of Equity
pre-Issue Equity
Shares having face
Sr. No. Name of the Shareholder Share capital (%)
value of ₹ 10 each on
on a fully diluted
a fully diluted basis*
basis
6. Unmaj Corporation LLP 609 5.00
7. Rajesh Vaswani 187 1.53
8. Deepak Vaswani 187 1.53
9. Kalpesh Harakhchand Gala (Siddhant Investments) 609 5.00
10. Parbhudas Kishordas Tobacco Products Private 366 3.01
Limited
11. J. P. Tobacco Products Private Limited 243 2.00
Total 12,094 99.30
* Based on the register of members of our Company.
9. Shareholding of our Directors, Key Managerial Personnel and Senior Management in our Company
Except as stated below, none of our Directors or Key Managerial Personnel or Senior Management hold any Equity
Shares of face value ₹2 each in our Company:
Pre-Issue Equity Share capital
Sr. No. Name of the Shareholder
% of total
No. of Equity Shares
Shareholding
1. Rushit Shardulkumar Shah 6,198,880 9.30
2. Parth Naimeshbhai Shah 6,198,880 9.30
3. Umesh Satishkumar Uttamchandani 6,198,880 9.30
Total 18,596,640 27.90
10. As on the date of this Red Herring Prospectus, none of the BRLM or its associates, as defined under the SEBI
Merchant Bankers Regulations, hold any Equity Shares of face value ₹ 2 each in our Company. The BRLM and its
associates may engage in transactions with and perform services for our Company in the ordinary course of business
or may in the future engage in commercial banking and investment banking transactions with our Company, for
which they may in the future receive customary compensation.
11. None of the Shareholders of our Company are directly or indirectly related to the BRLM or its associates.
12. The BRLM and persons related to the BRLM or Syndicate Member cannot apply in the Issue under the Anchor
Investor Portion, except for Mutual Funds sponsored by entities which are associates of the BRLM, or insurance
companies promoted by entities which are associates of the BRLM or AIFs sponsored by entities which are
associates of the BRLM, a FPI (other than individuals, corporate bodies and family offices) sponsored by entities
which are associates of the BRLM.
13. All Equity Shares are fully paid up and there are no partly paid-up Equity Shares as on the date of this Red Herring
Prospectus. The Equity Shares to be issued pursuant to the Issue shall be fully paid-up at the time of Allotment.
14. Other than as disclosed in “Capital Structure- Equity Share Capital History of our Company” on page 101, our
Company has not made any public issue of securities of any kind or class of securities since its incorporation.
15. No person connected with the Issue, including, but not limited to, our Company, the members of the Syndicate, or
our Directors, shall offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or services
or otherwise to any Bidder for making a Bid, except for fees or commission for services rendered in relation to the
Issue
16. As of the date of this Red Herring Prospectus, our Company has 75 Shareholders.
17. Our Company, the Promoters, our Directors and the BRLM have not made any or entered into any buy-back
arrangements for purchase of Equity Shares to be offered as a part of the Issue.
12418. Our Company may alter its capital structure within a period of six months from the Bid/Issue Opening Date, by
way of split or consolidation of the denomination of Equity Shares, or by way of further issue of Equity Shares
(including issue of securities convertible into or exchangeable, directly or indirectly for Equity Shares), whether on
a preferential basis, or by way of issue of bonus Equity Shares, or on a rights basis, or by way of further public issue
of Equity Shares, or otherwise to finance an acquisition, merger or joint venture or organic and/or inorganic growth
or for regulatory compliance or such other scheme of arrangement or for acquiring assets or for expansion or
business purposes or any other purpose as the Board may deem fit, if an opportunity of such nature is determined
by its Board of Directors to be in the interest of our Company.
19. Except for the allotment of Equity Shares pursuant to the Fresh Issue, there will be no further issue of Equity Shares
whether by way of issue shares, preferential allotment, rights issue or in any other manner during the period
commencing from the date of filing of this Red Herring Prospectus with SEBI until the Equity Shares have been
listed on the Stock Exchanges or all application monies have been refunded, as the case may be.
20. Except as disclosed in “Capital Structure- Details of shareholding of our Promoters, members of the Promoter
Group and the directors of the corporate Promoter” on page 113, none of the members of the Promoter Group, the
Promoters, the Directors of our Company, nor any of their respective relatives have purchased or sold any securities
of our Company during the period of six months immediately preceding the date of this Red Herring Prospectus.
21. There have been no financing arrangements whereby our Promoters, members of our Promoter Group, directors of
our corporate Promoter, Dev Information Technology Limited, our Directors and their relatives have financed the
purchase by any other person of securities of our Company, other than in the normal course of business of the
relevant financing entity, during a period of six months preceding the date of filing of this Red Herring Prospectus.
22. Our Company shall ensure that any transactions in the securities of our Company by our Promoters and our Promoter
Group during the period between the date of filing of the Draft Red Herring Prospectus and the date of closure of
the Issue shall be reported to the Stock Exchanges within 24 hours of the transactions.
23. Except for the options that may be granted pursuant to the ESOP Scheme, our Company does not have any
outstanding convertible securities or any other right, which would entitle any person any option to receive Equity
Shares, as on the date of this Red Herring Prospectus.
24. As on the date of this Red Herring Prospectus, our Company does not have a stock appreciation rights scheme.
25. Our Promoters and the members of our Promoter Group will not participate in the Issue.
26. There shall be only one denomination of the Equity Shares, unless otherwise permitted by law.
27. None of the Directors, Promoters and members of Promoter Group of the Company, are related to any of the lenders
to whom the Company has allotted NCDs that are proposed to redeemed out of the Net Proceeds.
28. None of our Directors, Promoters and members of our Promoter Group are related to any of the allotees who were
allotted Equity Shares by way of private placements.
29. The Book Running Lead Manager is not an associate of the Company as per Regulation 21A of the SEBI Merchant
Bankers Regulations
30. For details of price of acquisition of specified securities by our Promoter, members of the Promoter Group and other
Shareholders with nominee director rights or other rights, in the last three years preceding the date of this Red
Herring Prospectus, please see “Summary of the Offer Document – Details of the price at which equity shares were
acquired in the last three years immediately preceding the date of this Red Herring Prospectus by our Promoters,
members of our Promoter Group and the Shareholders with special rights”
125OBJECTS OF THE ISSUE
Issue of up to 23,500,000 Equity Shares for cash at price of ₹ [●] per Equity Share (including a premium of ₹ [●] per
Equity Share), aggregating up to ₹ [●] million, subject to finalization of Basis of Allotment. For details, see “Summary
of the Offer Document” and “The Issue” on pages 84 and 30, respectively.
Object of the Issue
Our Company proposes to utilize the Net Proceeds towards funding the following objects (collectively, the “Objects”):
1. Capital expenditure for fit-outs in the Proposed Centers;
2. Repayment and/or pre-payment, in full or part, of certain borrowings availed by our Company including redemption
of non-convertible debentures issued by our Company (“NCDs”); and
3. General corporate purposes.
In addition, we expect to achieve the benefit of listing of the Equity Shares on the Stock Exchanges, enhancement of our
Company’s visibility and brand name amongst our existing and potential customers and creation of a public market for
the Equity Shares in India.
The main objects clause and objects incidental and ancillary to the main objects clause as set out in the Memorandum of
Association enables our Company: (i) to undertake our existing business activities; and (ii) to undertake the proposed
activities to be funded from the Net Proceeds for which the funds are being raised by us in the Issue.
Net Proceeds
After deducting the Issue related expenses from the Gross Proceeds, we estimate the net proceeds of the Issue to be ₹ [●]
million (“Net Proceeds”). The details of the Net Proceeds of the Issue are summarized in the table below:
(₹ in million)
S.
Particulars Estimated Amount
No.
1. Gross Proceeds from the Issue Up to [●]
2. Less: Issue Expenses in relation to the Issue [●] (1)
Net Proceeds [●] (2)
(1) See “Objects of the Issue- Issue related Expenses” on page 136.
(2) Subject to the finalisation of the Basis of Allotment.
Utilisation of Net Proceeds
The Net Proceeds are proposed to be utilised in accordance with the details provided in the table below:
Particulars Amount (₹ in million)
Capital expenditure for fit-outs in the Proposed Centers 731.16
Repayment and/or pre-payment, in full or part, of certain borrowings availed 350.00
by our Company including redemption of non-convertible debentures
General corporate purposes (1) [●]
Total Net Proceeds (1) [●]
(1) To be finalised upon determination of the Issue Price and updated in the Prospectus prior to filing with the RoC. The amount utilised
for general corporate purposes shall not exceed 25% of the Gross Proceeds.
Proposed schedule of implementation and deployment of Net Proceeds
We propose to deploy the Net Proceeds for the aforesaid purposes in accordance with the estimated schedule of
implementation and deployment of funds as set forth in the table below:
126(₹ in million)
Estimated Estimated schedule of deployment
S. No. Particulars utilization from Net
Fiscal 2026 Fiscal 2027
Proceeds
1. Capital expenditure for fit-outs in the 731.16 340.44 390.72
Proposed Centers
2. Repayment and/or pre-payment, in full 350.00 350.00 -
or part, of certain borrowings availed
by our Company including redemption
of non-convertible debentures
3. General corporate purposes (1) [●] [●] [●]
Total Net Proceeds (1) [●] [●] [●]
(1) To be finalised upon determination of the Issue Price and updated in the Prospectus prior to filing with the RoC. The amount utilised
for general corporate purposes shall not exceed 25% of the Gross Proceeds.
The above requirements or deployments of funds, and the intended use of the Net Proceeds as described in this Red
Herring Prospectus are derived from our existing business plan, management forecasts, current and valid vendor
quotations, certifications from an independent architect, current business conditions, prevailing market trends and other
relevant external commercial and technical factors. However, such fund requirements and deployment of funds have not
been appraised by any bank, financial institution or any other independent agency. We may need to revise our funding
requirements due to a range of factors, including fluctuations in financial and market conditions, changes in our business
and growth strategies, competitive pressures, variations in prices and interest rates, and other general influences impacting
our operational performance, financial stability, and capital availability. These factors may be beyond the control of our
management. This may also entail rescheduling of the proposed deployment of the Net Proceeds at the discretion of our
management, subject to compliance with applicable laws. Further, in the event, the Net Proceeds are not utilized (in full
or in part) for the objects of the Issue during the period stated above due to any reason, including (i) the timing of
completion of the Issue; (ii) market conditions outside the control of our Company; and (iii) any other economic, business
and commercial considerations, the remaining Net Proceeds shall be utilized in subsequent periods as may be determined
by our Company, however, the total utilisation of Net Proceeds shall be completed within Fiscal 2026 and/ or Fiscal
2027, in accordance with applicable laws. This may also entail rescheduling or revising the planned expenditure and
funding requirements, including the expenditure for a particular purpose at the discretion of our management, subject to
compliance with applicable law. For further details, see “Risk Factors – 37. The objects of the Issue for which the funds
are being raised have not been appraised by any bank or financial institutions. Any variation in the utilization of our Net
Proceeds as disclosed in this Red Herring Prospectus would be subject to certain compliance requirements, including
prior Shareholders’ approval” on page 66.
In the event of deviations in the actual utilization of funds allocated for the purposes set forth above, any additional
funding requirements may be financed by our internal accruals, or by arranging for additional equity or debt financing as
necessary. In case the actual utilization towards any of the Objects is lower than the proposed deployment, such balance
will be used for funding other existing Objects, if necessary and/or towards general corporate purposes to the extent that
the total amount to be utilized towards general corporate purposes does not exceed 25% of the Gross Proceeds in
accordance with the SEBI ICDR Regulations.
Further, our Company may decide to accelerate the estimated Objects ahead of the schedule specified above. However,
in the event that estimated utilization out of the Net Proceeds in a scheduled Fiscal being not undertaken in its entirety,
the remaining Net Proceeds shall be utilized in subsequent Fiscals, as may be decided by our Company, however the
total utilisation of Net Proceeds shall be completed within Fiscal 2026 and/or Fiscal 2027, in accordance with applicable
laws. Any such change in our plans may necessitate rescheduling of our expenditure programs and increasing or
decreasing expenditure for a particular object vis-à-vis the utilization of Net Proceeds.
Further, in case of a shortfall in raising requisite capital from the Net Proceeds towards meeting the objects or any increase
in the actual utilisation of funds earmarked for the Objects, our Company may explore a range of options including
utilizing our internal accruals and/or seeking additional debt from existing and future lenders. We believe that such
alternate arrangements would be available to fund any such shortfalls.
Means of finance
The fund requirements for the Objects above are proposed to be entirely funded from the Net Proceeds and hence, no
amount is proposed to be raised through any other means of finance. Accordingly, we are in compliance with the
requirements prescribed under Paragraph 9(C)(1) of Part A of Schedule VI and Regulation 7(1)(e) of the SEBI ICDR
Regulations which require firm arrangements of finance to be made through verifiable means towards at least 75% of the
127stated means of finance, excluding the amount to be raised through the Issue and existing internal accruals.
Details of the Objects
1. Capital expenditure for fit-outs in the Proposed Centers
As of May 31, 2025, we have operations across 11 cities, including Delhi NCR, Mumbai, Pune, Ahmedabad,
Gandhinagar, Hyderabad, Indore, Jaipur, Udaipur, Rajkot and Vadodara, covering a total area (SBA) under management
of 860,522 sq. ft. As a key component of our growth strategy, we plan to enhance our presence in existing markets in
India where we already operate as well as establish our presence in new markets in India. For further, see “Our Business
–Our Strategies” on page 221. As on May 31, 2025, we have 28 Centers, out of which 21 Centers operate under the
straight lease model wherein landlords lease space to operators at a fixed rental amount. We operate one of our Centers
under the revenue share model, wherein the rent payment that operators make to landlords is based on a percentage of
the generated revenue. Our balance Centers i.e. 6 Centers are furnished by landlords wherein the landlord provides fully
furnished and equipped office spaces to flex operators.
We provide our flexible workspace solutions through the following distinctive formats for our workspaces each with
their own unique propositions, branding, audience and purpose.
Straight Lease Model: The Straight Lease model entails landlords leasing space to operators at a fixed rental amount.
This arrangement resembles a traditional lease, with market-standard terms and conditions, such as common area
maintenance charges, escalations, and minimum lock-in periods.
Revenue Share Model: Under this model, landlords and flex space operators enter a partnership, sharing both risks and
rewards. In the Revenue Share model, the rent payment that operators make to landlords is based on a percentage of the
generated revenue. Depending on the agreed-upon terms, landlords may or may not contribute to the capital expenditure
for fit-outs. Instead of a fixed rental amount, landlords receive a share of the revenue or profit, on pre-negotiated terms.
In certain cases, landlords may also require a minimum-guarantee component within the arrangement.
Furnished by Landlord: Under this model, the landlord provides fully furnished and equipped office spaces to flex
operators. The cost of fit-outs is either recovered in the form of fixed rentals (cost amortized over lock-in period) or a
share of the revenue/profit.
The number of Operational Centers of our Company has grown from 17 Operational Centers in Fiscal 2023 to 25
Operational Centers in Fiscal 2024 to 26 Operational Centers in Fiscal 2025. In line with our growth strategy, we intend
to increase the operational area by opening 4 Proposed Centers under the straight lease model out of the Net Proceeds.
The detailed cost incurred by our Company towards fit-outs costs under the straight lease model in the last three years are
as follows:
Fit-outs Cost incurred during the period (₹ in Total Fit-outs
million) cost per
Super-built up
Center Center for
area (sq. ft.)
Fiscal 2025 Fiscal 2024 Fiscal 2023 these periods
(₹ in million)
Ahmedabad Center 1 49,035 4.66 6.74 13.71 25.11
Ahmedabad Center 2 25,509 0.38 3.37 0.08 3.83
Ahmedabad Center 3 10,352 0.00 0.00 0.02 0.02
Ahmedabad Center 4 25,650 0.52 6.18 0.00 6.70
Ahmedabad Center 6 8,600 0.00 2.09 4.70 6.79
Ahmedabad Center 7 12,410 0.00 6.55 0.00 6.55
Hyderabad Center 2 13,731 1.13 16.12 1.09 18.34
Indore Center 1 19,204 0.25 7.24 8.84 16.33
Jaipur Center 1 30,900 5.42 32.48 38.95 76.85
Jaipur Center 2 13,190 6.56 16.97 18.70 42.23
Mumbai Center 2 23,470 1.08 2.31 34.39 37.78
Noida Center 1 55,866 0.00 8.59 29.63 38.22
128Fit-outs Cost incurred during the period (₹ in Total Fit-outs
million) cost per
Super-built up
Center Center for
area (sq. ft.)
Fiscal 2025 Fiscal 2024 Fiscal 2023 these periods
(₹ in million)
Noida Center 2 22,948 6.80 21.40 0.00 28.20
Noida Center 3 14,000 1.71 16.86 0.00 18.57
Pune Center 1 18,682 0.13 0.98 22.11 23.22
Pune Center 2 18,987 0.81 12.59 13.89 27.29
Pune Center 3 28,400 10.83 - - 10.83
Udaipur Center 1 13,333 0.00 5.22 0.00 5.22
Vadodara Center 2 49,825 11.23 57.94 6.91 76.08
Total 454,092 51.51 223.63 193.02 468.16
As certified by M/s. Nisarg J Shah & Co., Chartered Accountants pursuant to their certificate dated September 02, 2025
In order to support our growth, we intend to leverage our experience and expand our operations by opening new Centers.
We intend to open 4 new Centers under the straight lease model of various sizes over the next two Fiscals which are
proposed to be funded out of the Net Proceeds. Accordingly, our Company plans to allocate an aggregate of ₹ 731.16
million of the Net Proceeds towards capital expenditure for fit-outs in the Proposed Centers, covering a total estimated
SBA of 664,692 sq. ft.
Accordingly, the details of the total estimated costs to be incurred from the Net Proceeds for establishing the 4 Proposed
Centers are as follows:
(₹ in million)
Particulars Amount
Fit-out costs 731.16^
Total 731.16
^This amount calculated based on the quotations received from vendors, which has been certified by Upkrama Design LLP,
independent architect. The calculation has been done considering total estimated SBA of 664,692 sq. ft. square feet for the Proposed
Centers.
The details of the Proposed Centers under the straight lease model to be set-up from the Net Proceeds are as follows:
Super-built up area Estimated Cost (₹ in
Proposed Center City & State
(sq. ft.) million)
Proposed Ahmedabad Center 9(1)(3)* Ahmedabad, Gujarat 2,29,492 252.44
Proposed Ahmedabad Center 10(2)(4)* Ahmedabad, Gujarat 2,95,200 324.72
Proposed Pune Center 5 Pune, Maharashtra 80,000 88.00
Proposed Chennai Center 1 Chennai, Tamil Nadu 60,000 66.00
Total 664,692 731.16
(1) Lease deed entered into by the Company with the space owner dated May 13, 2025.
(2) MOU entered into by the Company with the space owner dated February 28, 2024.
(3) For Proposed Ahmedabad Center 9, the total SBA is 3,15,000 sq. ft., out of which 2,29,492 sq. ft. is proposed to be under straight
lease model.
(4) For Proposed Ahmedabad Center 10, the total SBA is 4,92,000 sq. ft., out of which only 2,95,200 sq. ft. is proposed to be under
straight lease model.
*As of May 31, 2025, we have paid a security deposit of ₹ 50.64 million in respect of our identified Proposed Centers.
Note: As certified by Upkrama Design LLP, independent architect, by way of their certificate dated August 29, 2025.
Depending on the business needs, the commercial terms and conditions and any other factors, as may be determined by
the Board, our Company shall have the flexibility to utilise Net Proceeds towards the aforesaid intended objects in
different proportion, subject to the overall utilisation of ₹731.16 million towards capital expenditure. Our Board by way
of its resolution dated August 01, 2025 has approved the proposal to set up these new Centers and the capital expenditure
requirements towards the fit-outs for the Proposed Centers. The establishment of the new Centers is proposed to be
undertaken entirely from the Net Proceeds of the Issue.
129Set out below is a brief description of the items that shall form part of the fit-out costs to be incurred for establishing each
Proposed Center:
Costs Particulars
Fit-out costs Our fit-out costs primarily include: (i) civil and interior hard costs towards masonry / plastering works,
flooring works, partition works, mill works, ceiling works and doors / window works; (ii) toilet
costs towards masonry / plastering works, flooring works, partition works, ceiling works and doors /
window works; (iii) soft costs towards carpets, modular furniture, chairs and loose furniture; (iv)
services costs towards plumbing works, fire-fighting works, heating, ventilation and air-conditioning
(HVAC) works, electrical works, electrical light fixtures and decorative lights; (v) security /
networking costs towards networking systems, AV system, fire alarm, access and CCTV and UPS
system; and (vi) equipment and operational items costs for IT, graphics, external signage and operation
equipment.
Methodology for computation
The estimated capital expenditure has been calculated based on per square feet cost for the fit-out items based on valid
vendor quotations as mentioned above and in respect of the total proposed SBA of 664,692 square feet in respect of the
Proposed Centers under straight lease model, as has been certified by a certificate dated August 29, 2025, issued by
Upkrama Design LLP, independent architect.
Our estimated costs for establishing of the Proposed Centers are based on: (i) valid and existing quotations received from
the below-mentioned vendors considering SBA on sq. ft. basis, for the purposes of fit-out costs; (ii) estimated size of the
Proposed Centers to be established which are to be funded from the Net Proceeds; (iii) lease deeds and MOUs, as
applicable, entered into for setting up of Proposed Centers, and (iv) specifications and item requirements based on our
experience of setting-up similar Centers.
A detailed breakdown of these estimated costs, and the methodology for computation, is as follows:
Fit-out costs
A detailed breakdown of the estimated capital expenditure for the components involved in the fit-out costs for the
Proposed Centers per sq. ft. is as follows:
Sr. Quotation Valid
Vendor Name Item Rate per Sq. ft. Quotation Date
No. Upto
1 Aradhana Enterprise Civil Work 28.26 December 27, 2024 December 26, 2025
2 Sprenza Tile Pvt. Ltd. Hard Flooring 8.73 December 25, 2024 December 24, 2025
3 Panth Infrastructure Internal Plumbing & 15.92 December 24, 2024 December 23, 2025
drainage
4 Sprenza Tile Pvt. Ltd. Sanitory Ware 13.62 December 25, 2024 December 24, 2025
5 Unimax Interior Toilet Partition 8.30 December 25, 2024 December 24, 2025
6 G N Shree Interior Carpentry including 124.80 December 26, 2024 December 25, 2025
paneling, framing
along with furniture
7 Jasmine Décor Gypsum Partition 43.74 December 20, 2024 December 19, 2025
8 Vedic System Glass Partition 35.30 December 22, 2024 December 21, 2025
9 Kunj Enterprise Soft Flooring 46.11 December 20, 2024 December 19, 2025
10 Taf Floors & Ceilings False Flooring 2.27 December 21, 2024 December 20, 2025
11 Radhamohan Painting Paints 58.58 December 25, 2024 December 24, 2025
12 Ark Furniture Pvt. Modular Workstation 131.64 December 12, 2024 December 11, 2025
Ltd.
13 Amardeep Designs Loose Furniture 38.52 December 26, 2024 December 25, 2025
India Pvt. Ltd.
14 Keni Office Seating Agronomic, 51.80 December 26, 2024 December 25, 2025
Stysem Pvt. Ltd. revolving task Chairs
130Sr. Quotation Valid
Vendor Name Item Rate per Sq. ft. Quotation Date
No. Upto
15 S M Décor Blinds/Wallpaper/ 17.04 December 20, 2024 December 19, 2025
Glass Film
16 Power Control Electrical cablings 100.39 December 26, 2024 December 25, 2025
including data
cabling, DB, Panel
DB dressing, switch
boards & light fixing
17 Shreeji Enterpise Fire 50.47 December 20, 2024 December 19, 2025
Extinguisher/vFire
Fighting Equipment
18 Sanghraka Enterprise HVAC 324.51 December 24, 2024 December 23, 2025
Total 1,100.00
*The estimates above have been certified by Upkrama Design LLP vide their certificate dated August 29, 2025.
Note: The total estimated SBA of the Proposed Centers is 664,692 sq. ft., pursuant to the certificate dated August 29, 2025 issued by
Upkrama Designs LLP, an independent firm of architects.
All quotations received from the aforementioned vendors are valid as on the date of this Red Herring Prospectus. We
have not entered into any definitive agreements with any vendors for the matters set out above. Accordingly, there can
be no assurance that the estimates received will not change at the time of entering into definitive agreements with them,
and consequently there can be no assurance that we will enter into definitive agreements with the same vendors from
whom we have received such estimates. If there is any increase in the fit- out costs, the additional costs shall be paid by
us from our internal accruals.
Our Company will not purchase any second-hand equipment as part of the above stated spend on fit-out costs.
Our Directors, Key Managerial Personnel, Senior Management, Promoters, members of the Promoter Group and Group
Companies, do not have any interest in the aforesaid Object or in the entities from whom we have obtained quotations.
Government approvals
In relation to this proposed Object, we are required to obtain certain approvals and/or licenses, which are routine in nature,
from certain governmental or local authorities, which include registration of our Centers under the shops and
establishments legislations of the states where they are located, wherever applicable and trade licenses from respective
municipal authorities of areas, as applicable. We will apply for such approvals for our new Centers, as applicable, in the
ordinary course and in accordance with applicable laws. For details of laws applicable and approvals required for the
new Centers, see “Key Regulations and Policies in India” and “Government and Other Statutory Approvals” on pages
235 and 389.
2. Repayment and/or pre-payment, in full or part, of certain borrowings availed by our Company including
redemption of non-convertible debentures.
Our Company has entered into various borrowing arrangements with banks and other financial institutions, including
borrowings in the form of terms loans, working capital facilities and non-convertible debentures. As on May 31, 2025,
our Company’s aggregate outstanding borrowings was ₹ 1,275.67 million, on a consolidated basis. For further details,
including indicative terms and conditions, see “Restated Consolidated Financial Information – Note 16 – Borrowing”
and “Financial Indebtedness” on pages 321 and 356, respectively.
Our Company intends to utilise an aggregate amount of ₹ 350.00 million from the Net Proceeds towards repayment/
prepayment/ redemption of all or a portion of certain borrowings availed by our Company, including accrued interest
thereon. Pursuant to the terms of the borrowing arrangements, prepayment of certain indebtedness may attract
prepayment charges as prescribed by the respective lender. Further, our Company shall pay the prepayment charges, if
any, on the loans identified below, out of the portion of Net Proceeds earmarked for this Object. In the event the Net
Proceeds are insufficient for payment of pre-payment penalty or accrued interest, as applicable, such payment shall be
made from the internal accruals of our Company.
Considering the nature of the borrowings and the terms of repayment/ prepayment/ redemption, the aggregate outstanding
amounts under the borrowings may vary from time to time, and our Company may, in accordance with the relevant
repayment schedule, repay or refinance some of their existing borrowings or avail additional borrowings prior to the
Allotment. Accordingly, our Company may utilise the Net Proceeds for repayment/prepayment of any such refinanced
131facilities (including any prepayment fees or penalties thereon) or any additional facilities availed by our Company.
However, the total amount to be utilised towards this Object shall not exceed ₹ 350.00 million from the Net Proceeds,
subject to the other factors mentioned herein.
For the list of the borrowings availed by our Company, which are proposed to be fully or partially repaid or pre-paid or
redeemed from the Net Proceeds, please refer to the table below.
Name of
the
Date of Amount
lender/de Sanctio
Nature Sanction / outstanding
benture Date of ned Rate of Repayment Pre-
Sr of the allotment as at May Purpose of
trustee on Disbursem amount interest(1) date / payment
No. borrow of 31, 2025 borrowing*
behalf of ent (₹ in (p.a.) (%) Schedule penalty
ing debenture (₹ in
the million)
s million)
debenture
holders
1 Tata Term February February 250.00 174.86 11.50 February 28, 4% within Capital
Capital Loan 09, 2024 14, 2024 2028, (i.e. 48 1st year expenditure
Limited equal and 2% for
monthly from 2nd development
instalments year of centers$,
commencing business
from March operations^
2024) and
repayment of
certain
unsecured
loans.^^
2 ICICI Term January March 28, 70.00 49.94 9.00 January 31, - Capital
Bank Loan 22, 2024 2024 2028 (i.e., 48 expenditure
Limited equal towards
monthly development
instalments of centers$$
commencing and security
from deposit
February
2024)
3 ICICI Cash January March 30, 30.00 29.73 9.00 - - Business
Bank credit/ 22, 2024 2024 operations^
Limited overdra
ft
facility
4 Mitcon Unrated November Not 85.00 74.38 14.00 December 2% on the Capital
Credentia , 22, 2024 Applicable# 2028 (i.e. 48 outstandin expenditures
Trusteeshi unlisted equal g amount towards
p Services , senior, monthly development
Limited on secured instalments of Centers
behalf of , commencing $$$.
debenture transfer from
holders able, December
(2)@ redeem 2024)
able,
taxable
debentu
res
5 Mitcon Unliste July 12, Not 113.90 45.82 13.00 June 2026 - Business
Credentia d 2023 Applicable# (i.e. 35 equal expansion in
Trusteeshi Unrated monthly the form of
p Services Secured instalments capital
Limited on Redee commencing expenditure
behalf of mable from June towards
debenture Non- 2023) development
holders@@ Convert of centers
ible and
Debent repayment of
ure certain loans.
6 Mitcon Unliste August Not 59.10 25.68 13.00 July 2026 - Capital
132Name of
the
Date of Amount
lender/de Sanctio
Nature Sanction / outstanding
benture Date of ned Rate of Repayment Pre-
Sr of the allotment as at May Purpose of
trustee on Disbursem amount interest(1) date / payment
No. borrow of 31, 2025 borrowing*
behalf of ent (₹ in (p.a.) (%) Schedule penalty
ing debenture (₹ in
the million)
s million)
debenture
holders
Credentia d 21, 2023 Applicable# (i.e. expenditure
Trusteeshi Unrated 35 equal towards
p Services Secured monthly development
Limited on Redee instalments of
behalf of mable commencing Centers$$$$.
debenture Non- from August
holders@@ Convert 2023)
@ ible
Debent
ure
7 Mitcon Unliste November Not 75.00 19.14 13.00 October - Capital
Credentia d 1, 2023 Applicable# 2025 (i.e. 25 expenditure
Trusteeshi Unrated equal towards part
p Services Secured monthly development
Limited on Redee instalments of Centers
behalf of mable commencing $$$$$.
debenture Non- from
holders@@ Convert November
@@ ible 2023)
Debent
ure
Total 683.00 419.55
Notes:
(a) The details included in the above table have been certified by our Statutory Auditors pursuant to their certificate dated September
02, 2025.
(b) The outstanding amounts for the NCDs shall be repaid/redeemed to the respective debenture holders as on the date of
repayment/redemption of the NCDs.
^ business operations includes operational expenses, payment of security deposits, vendor payments and finance costs.
^^unsecured loans were taken for business operations and towards capital expenditure
# The Company has received the subscription amount for the allotment of debentures during the relevant offer period.
*Our Statutory Auditors by way of their certificate dated September 02, 2025 have confirmed the utilisation of the borrowings,
specified above, for the purposes availed, as per the sanction letters/loan agreements of the respective loans and terms of allotment of
the debentures.
(1) The rate of interest mentioned in the table above, is the current rate of interest and is subject to changes as per the sanction letters/
loan agreements issued by the respective banks.
(2) Our Company has the option to redeem the debentures in full by repayment of outstanding amount (along with an additional
interest of 2% p.a. on the outstanding amount), subject to providing a 15 days prior written notice to Mitcon in terms of the debenture
trust deed dated November 22, 2024.
$ Centers include Noida Center 3, Indore Center 1, Noida Center 2, Ahmedabad Center 5, Ahmedabad Center 7, Ahmedabad Center
4, Vadodara Center 2, Jaipur Center 2, Ahmedabad Center 1, Hyderabad Center 1, Udaipur Center 1, Pune Center 2, Mumbai Center
2, Vadodara Center 1, Noida Center 2, Rajkot Center 1, Jaipur Center 1, and Hyderabad Center 2.
$$ Centers include Udaipur Center 1, Rajkot Center 1, Noida Center 3, Vadodara Center 2, Jaipur Center 2, Noida Center 2,
Ahmedabad Center 5, and Mumbai Center 2.
$$$ Centers include Noida Center 2, Hyderabad Center 2, Pune Center 2, and Hyderabad Center 1.
$$$$ Centers include Noida Center 1, Pune Center 2, Ahmedabad Center 5, Indore Center 1, Rajkot Center 1, Vadodara Center 2,
Jaipur Center 2, Ahmedabad Center 1, Vadodara Center 1, Mumbai Center 1, Jaipur Center 1, Ahmedabad Center 4, Mumbai Center
2, Pune Center 1, Hyderabad Center 2, Hyderabad Center 1, and Ahmedabad Center 7.
$$$$$ Centers include Hyderabad Center 2, Vadodara Center 2, Ahmedabad Center 5, Indore Center 1, Ahmedabad Center 1, Noida
Center 1, Pune Center 2, Pune Center 1, Ahmedabad Center 7, Noida Center 2, Noida Center 3, Mumbai Center 2, Jaipur Center 1,
and Jaipur Center 2.
133(₹ in million)
@ Debentures holders being (1) Shimoni Shridhar Sheth: ₹ 0.89, (2) Jeyarajan Sivakumar Mathan: ₹ 0.45, (3) Telerate Mercantile
Private Limited: ₹ 70.32, (4) Arun Kumar Jain: ₹ 1.34, (5) Bharati Jain: ₹ 1.36.
@@Debenture holders being (1) Neel Deshmukh: ₹ 0.60, (2) Nand Kishor Agarwal: ₹ 0.60, (3) Manoj Kumar Agarwal HUF: ₹ 0.60,
(4) Anjani Kumar Joriwal HUF: ₹ 1.21, (5) Viraj Gada: ₹ 0.60, (6) Shuchi Shah: ₹ 0.60, (7) Premchand Nathubhai Shah: ₹ 0.60, (8)
Premchand Nathubhai Shah HUF: ₹ 0.60, (9) Shantaben Premchandbhai Shah: ₹ 0.60, (10) Deepika Pankaj Kumar Shah: ₹ 0.60,
(11) Pankaj Shah HUF: ₹ 0.60, (12) Tadisina Abhinay Reddy: ₹ 0.60, (13) Venkatesh Kempalingaiah: ₹ 0.60, (14) Krutibas Bisal: ₹
0.60, (15) Jacob Mathew: ₹ 0.60, (16) Anoop T. Lalwani HUF: ₹ 0.64, (17) Thapar Builders Private Limited: ₹ 0.60, (18) Monisha
Justin: ₹ 0.60, (19) Rajendiran Subramani: ₹ 0.60, (20) Pushkar Dilip Joshi: ₹ 0.60, (21) Akash Bisaria: ₹ 0.60, (22) Santosh Kantilal
Porwal: ₹ 0.60, (23) Pranati Rath: ₹ 0.60, (24) Sundara Meenakshi S: ₹ 0.60, (25) Sarwate Jayant Madhukar (HUF): ₹ 0.60, (26)
Richa Khatod: ₹ 0.80, (27) Narayana Nadar Astamani: ₹ 0.60, (28) Natwarlal Vrandavandas Pajwani: ₹ 0.40, (29) Nita Baliga: ₹
0.60, (30) Magesh Ganesan: ₹ 0.60, (31) Lillykutty Kuriakose: ₹ 1.01, (32) Siddhartha Sankar: ₹ 0.60, (33) Saroj: ₹ 0.60, (34) Amit
Gupta: ₹ 0.60, (35) Girish Narharrao Pande: ₹ 0.60, (36) Preeti Prakash Kumar Bhansali: ₹ 0.80, (37) Shantilal Venmal Porwal: ₹
0.60, (38) Madhuri Dilip Joshi: ₹ 0.60, (39) Shalini Singh: ₹ 0.60, (40) Shalaka K Phatak: ₹ 1.01, (41) Anisha Patel: ₹ 0.60, (42)
Gautam Thapar: ₹ 0.60, (43) Vasanthkumar Suresh: ₹ 0.60, (44) Kanta Devi: ₹ 0.40, (45) Krishna Rani: ₹ 0.60, (46) Nalini
Radhakrishnan: ₹ 0.60, (47) Sornaa Nargyanam: ₹ 0.40, (48) Dimpi Agarwal: ₹ 0.60, (49) Abu Samuel: ₹ 1.01, (50) Ghanshyam K
Tiwari: ₹ 0.60, (51) Pavan Kumar Akkaraju: ₹ 0.60, (52) Sripriya Rangarajan: ₹ 0.60, (53) Mocherla Shalini: ₹ 1.21, (54) Gaurav
Chatterjee: ₹ 0.60, (55) Garg Suraj Parkash HUF: ₹ 0.60, (56) Boggaram Arun Kumar Abhishek: ₹ 1.01, (57) Jayanti Ganguly: ₹
0.60, (58) Sudhanshu Desai: ₹ 1.21, (59) Prem Nath Prasad: ₹ 0.60, (60) Rupali Yuvraj Panale: ₹ 0.60, (61) Abhi Kanubhai Patel: ₹
1.01, (62) Sudhir Ishwarlal Shah (HUF): ₹ 1.21, (63) Naman Bhatia: ₹ 0.60, (64) Mukta Rahul Bhagwat: ₹ 0.60, (65) Rounak Rander:
₹ 0.40, (66) Sanabanu Yasin Bhojawala: ₹ 0.60, (67) Shanta Ramesh Khatod: ₹ 0.72, (68) Vinit Ramesh Kajaria: ₹ 0.60, (69)
Ummineni Prathyusha Vishwanath: ₹ 0.60.
@@@ Debenture holders being (1) N S Radha: ₹ 0.43, (2) M Ramadevi: ₹ 0.65, (3) Anupama Talwar,: ₹ 0.65 (4) Manjunath B S: ₹
0.87, (5) Mansi Sethi: ₹ 0.65, (6) Pushpa Gupta: ₹ 0.65, (7) Kasi Suryanarayana Murthy Thunuguntla: ₹ 0.48, (8) Musturi Jaya : ₹
0.65, (9) Priyanka Dilipkumar Katakwar: ₹ 0.65, (10) Phulfagar Namrata C: ₹ 0.43, (11) Suchita Shah: ₹ 0.65, (12) Juhi Garg: ₹
0.65, (13) Kalpesh Amritlal Shah HUF: ₹ 0.65, (14) Hemal K Thanki HUF: ₹ 0.65, (15) Tanu Singh: ₹ 0.65, (16) Deepa Vadiraj Bhat:
₹ 0.65, (17) Dhananjay Anurag Agarwal: ₹ 0.65, (18) Amolbhai Arvindbhai Shah: ₹ 0.65 (19) Nupur Payal: ₹ 0.65, (20) Shefali
Ashwinbhai Shah: ₹ 0.65, (21) Shraddha Bhavesh Shah: ₹ 0.65, (22) Shah Bhavesh: ₹ 1.30, (23) Alpana Gupta: ₹ 0.65, (24) Aniketraj
Pargaonkar HUF: ₹ 0.65, (25) Sanjaya Pavgada Raghunanadana: ₹ 0.65, (26) Gaurav Jhangiani: ₹ 0.65, (27) Saurabh R Kahtod
HUF: ₹ 0.65, (28) H G Spurthi: ₹ 0.65, (29) Rakhi Mohta: ₹ 0.65, (30) Goutam Mishra: ₹ 0.65, (31) Ajaykumar Rambachan Singh: ₹
0.65, (32) Minu Nair S: ₹ 0.65, (33) Deepti Agrawal: ₹ 0.65, (34) Koneru N M Devi: ₹ 0.87, (35) I & I. Fintech Solutions Private
Limited: ₹ 1.09, (36) Anupam Bhatnagar: ₹ 0.65, (37) Kamlesh Kishin Manik: ₹ 0.65, (38) S Sujatha: ₹ 0.65.
@@@@ Debenture holders being (1) Lakshmi Prabha: ₹ 0.38, (2) R Sripriya: ₹ 0.38, (3) Bhavika Kakkar: ₹ 0.38, (4) Manoj Kumar
Agarwal HUF: ₹ 0.38, (5) Akash Bisaria: ₹ 0.38, (6) Pragya Agarwal: ₹ 0.38, (7) Nitin Garg HUF: ₹ 0.38, (8) Nathan Sequeira: ₹
0.26, (9) Kristen Sequeira: ₹ 0.26 , (10) Krutibas Biswal: ₹ 0.51, (11) Lillykutty Kuriakose: ₹ 0.64, (12) Deepika Pankaj Kumar Shah:
₹ 0.38, (13) Shuchi Shah: ₹ 0.38, (14) Ranjit Nath: ₹ 0.51, (15) Deepa Sandeep Jakharia: ₹ 0.38, (16) Jakharia Sandeep Hemraj: ₹
0.38, (17) Nisha Sethi: ₹ 0.38, (18) Rajiv Kumar: ₹ 0.38, (19) Moreshware Shankar Phatak HUF: ₹ 0.51, (20) Rounak Rander: ₹ 0.38,
(21) Shah Bhavesh: ₹ 0.51, (22) Sudhir Ishwarlal Shah (HUF): ₹ 0.77, (23) Jayshree P Seth: ₹ 0.38, (24) Nandan Shah HUF: ₹ 0.38,
(25) Ajaykumar Rambachan Singh: ₹ 0.38, (26) Nidhi Rajani: ₹ 0.38, (27) Gandhi Vidhi A: ₹ 0.38, (28) Meka Venkateswara Rao: ₹
0.38, (29) Sonal Gupta: ₹ 1.28, (30) Amita Mangal: ₹ 0.64, (31) Rajeev Mangal: ₹ 0.77, (32) Sant Sarup Gupta: ₹ 0.51, (33) Nikhil
Lakhotia: ₹ 0.38, (34) Gaurav Bhardwaj: ₹ 0.38, (35) Dhruvik J Shah: ₹ 0.38, (36) Saurabh H Mehta HUF: ₹ 0.38, (37) Dhruva
Poonia: ₹ 0.26, (38) Rohit P: ₹ 0.38, (39) Gautam Thapar: ₹ 0.38, (40) Anurag Ahuja: ₹ 0.38, (41) Mayank Sharma: ₹ 0.26, (42)
Suryaben Jashwant Shah: ₹ 0.26, (43) Khatod Rameshwarlal Durgaprasad (HUF): ₹ 0.26, (44) Vinayak Ramchandra Athalye: ₹ 0.26,
(45) Sameer Panchangam: ₹ 0.38.
Our Company may consider the following factors for identifying the borrowings that will be repaid out of the Net
Proceeds:
1. Costs, expenses and charges relating to the facility including interest rates involved;
2. presence of onerous terms and conditions under the facility;
3. ease of operation of the facility;
4. terms and conditions of consents and waivers;
5. provisions of any law, rules, regulations governing such borrowings;
6. terms of pre-payment to lenders, if any; and
7. other commercial considerations including, among others, the amount of the loan outstanding and the remaining
tenor of the loan
There have neither been any delays or defaults by us in relation to the above-mentioned borrowings intended to be
repaid/prepaid/redeemed using the Net Proceeds nor has there been any rescheduling/restructuring of such borrowings.
We have obtained the necessary consents from our lenders/ debenture holders required under the relevant financing
134documentation for undertaking activities in relation to the Issue, including, inter alia, effecting a change in our capital
structure, change in our shareholding pattern, change in our constitutional documents, prepayment or repayment of
borrowings and change in the composition of our Board. For further details, see “Risk Factors – 30. Our inability to meet
our obligations, including financial and other covenants under our debt financing arrangements could adversely affect
our business, results of operations and financial condition.” on page 63.
The repayment/ pre-payment/redemption will help reduce our Company’s outstanding indebtedness on a consolidated
basis and debt servicing costs and will enable utilisation of the internal accruals for further investment towards business
growth and expansion. In addition, we believe that this would improve our ability to raise further resources in the future
to fund potential business opportunities.
Further, following are the details of our total equity and debt in the last three Fiscals:
(₹ in million, unless otherwise specified)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Debt/Equity 2.39 3.51 27.17
Equity 169.15 35.91 35.90
Other equity 378.71 251.97 (23.68)
Total Equity 547.86 287.88 12.22
Long-term borrowings 989.37 701.12 239.11
Current borrowings 317.36 309.38 92.90
Total Debt 1,306.73 1,010.50 332.01
Debt Service coverage Ratio (DSCR) and Interest Service Coverage Ratio (ISCR)
(₹ in million, unless otherwise specified)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue from operation 1,588.75 1,080.87 699.11
EBITDA 804.57 647.39 298.81
Total borrowings 1,306.73 1,010.50 332.01
Debt / Equity 2.39 3.51 27.17
Debt Service Coverage
Principal repayment 230.83 442.48 148.32
Interest payment 169.67 68.22 29.60
Total Payment / Re-payment 400.50 510.70 177.92
DSCR Ratio (1) 2.01 1.27 1.68
ISCR Ratio (2) 4.74 9.49 10.09
Note: (1)Debt Service Coverage Ratio (DSCR)=Earning available for debt services divided by total interest and principal repayment.
(2) Interest Service Coverage Ratio (ISCR)=Earnings available for debt services divided by total interest payment.
Funds raised from the Issue, when utilized for loan repayment, will directly lower the total debt balance. Reducing our
debt will decrease leverage, improve cash flow, and strengthen the overall balance sheet. Additionally, by repaying debt,
our Company will lower its interest expenses, potentially leading to higher net income and improved profitability.
3. General corporate purposes
Our Company proposes to deploy the balance Net Proceeds aggregating to ₹ [●] million towards general corporate
purposes, subject to such amount not exceeding 25% of the Gross Proceeds, in compliance with the SEBI ICDR
Regulations. The general corporate purposes for which our Company proposes to utilise the Net Proceeds, include,
without limitation, strategic initiatives, funding organic and inorganic growth opportunities including acquisitions,
strengthening marketing capabilities and brand building exercises, meeting ongoing general corporate contingencies,
investment in subsidiaries / associates, expenses incurred in ordinary course of business, meeting our working capital and
business requirements, marketing and advertisement expenses, payment of lease liabilities, payment of commission
and/or fees to consultants, acquisition of fixed assets, business development initiatives, any of the other Objects, other
135expenses including salaries and wages, rent, administration, insurance, repairs and maintenance, payment of taxes and
duties and any other purpose, as may be approved by our Board or a duly constituted committee thereof from time to
time, subject to compliance with applicable law, including provisions of the Companies Act, 2013.
The quantum of utilisation of funds towards each of the above purposes will be determined by our Board, based on the
amount available under this head and the business requirements of our Company, from time to time. Our Company’s
management, in accordance with the policies of the Board, shall have flexibility in utilising surplus amounts, if any. In
the event that we are unable to utilise the entire amount that we have currently estimated for use out of Net Proceeds in
a Fiscal, we will utilise such unutilised amount(s) in the subsequent Fiscals.
Bridge Financing
We have not raised any bridge loans from any bank or financial institution as on the date of this Red Herring Prospectus,
which are proposed to be repaid from the Net Proceeds. However, depending upon business requirements, our Company
may consider raising bridge financing facilities including by way of any other short-term instrument, which may be repaid
from the Net Proceeds.
Interim use of Net Proceeds
We, in accordance with the policies formulated by our Board from time to time, will have flexibility to deploy the Net
Proceeds.
Pending utilisation of the Net Proceeds for the purposes described above, our Company will temporarily invest the Net
Proceeds in deposits only in one or more scheduled commercial banks included in the Second Schedule of the Reserve
Bank of India Act, 1934, as amended, as may be approved by our Board or a duly constituted committee thereof. In
accordance with the Companies Act, 2013, we confirm that we shall not use the Net Proceeds for buying, trading or
otherwise dealing in shares of any other listed company or for any investment in the equity markets.
Monitoring of Utilisation of Funds
In terms of Regulation 41 of the SEBI ICDR Regulations, our Company has appointed a Monitoring Agency, namely,
Infomerics Valuation and Rating Ltd. for monitoring the utilisation of gross proceeds, as our size of the Issue exceeds ₹
1,000 million. Our Audit Committee and the Monitoring Agency will monitor the utilisation of the Gross Proceeds. Our
Company undertakes to place the report(s) of the Monitoring Agency on receipt before the Audit Committee without any
delay. Our Company will disclose the utilisation of the Net Proceeds, including interim use under a separate head in our
balance sheet for such periods as required under the SEBI ICDR Regulations, the SEBI Listing Regulations and any other
applicable laws or regulations, clearly specifying the purposes for which the Net Proceeds have been utilised if any, of
such currently unutilised Net Proceeds. Our Company will also, in its balance sheet for the applicable Fiscals, provide
details, if any, in relation to all such Net Proceeds that have not been utilised, if any, of such currently unutilised Net
Proceeds.
Pursuant to Regulation 18(3) and Regulation 32(3) of the SEBI Listing Regulations, our Company shall, on a quarterly
basis, disclose to the Audit Committee the uses and applications of the Net Proceeds. On an annual basis, our Company
shall prepare a statement of funds utilised for purposes other than those stated in this Red Herring Prospectus and place
it before the Audit Committee and make other disclosures as may be required until such time as the Net Proceeds remain
unutilised. Such disclosure shall be made only until such time that all the Net Proceeds have been utilised in full. The
statement shall be certified by the statutory auditor of our Company. Furthermore, in accordance with Regulation 32(1)
of the SEBI Listing Regulations, our Company shall furnish to the Stock Exchanges on a quarterly basis, a statement
indicating (i) deviations, if any, in the actual utilisation of the proceeds of the Issue from the objects of the Issue as stated
above; and (ii) details of category wise variations in the actual utilisation of the proceeds of the Issue from the objects of
the Issue as stated above. This information will also be published in newspapers simultaneously with the interim or annual
financial results and explanation for such variation (if any) will be included in our director’s report, after placing the
same before the Audit Committee. We will disclose the utilisation of the Net Proceeds under a separate head along with
details in our balance sheet(s) until such time as the Net Proceeds remain unutilised clearly specifying the purpose for
which such Net Proceeds have been utilised. Our Company will indicate investments, if any, of unutilised Net Proceeds
in the balance sheet of our Company for the relevant Fiscals subsequent to receipt of listing and trading approvals from
the Stock Exchanges.
Issue related Expenses
The total expenses of the Issue are estimated to be approximately ₹ [●] million. The expenses of the Issue include,
amongst others, listing fees, selling commission, fees payable to the BRLM, fees payable to legal counsel, fees payable
to the Registrar to the Issue, Bankers to the Issue, processing fee to the SCSBs for processing ASBA Forms, brokerage
136and selling commission payable to members of the Syndicate, Registered Brokers, Collecting RTAs and CDPs, printing
and stationery expenses, advertising and marketing expenses and all other incidental and miscellaneous expenses for
listing the Equity Shares on the Stock Exchanges.
The estimated Issue expenses are as follows:
As a % of total As a % of
Estimated
estimated Gross
Activity expenses *(1)
Issue related Proceeds@@
(₹ in million)
expenses@
Fixed fees payable to Book Running Lead Manager [●] [●] [●]
Underwriting/Selling Commission to BRLM [●] [●] [●]
Commission/processing fee for SCSBs, Sponsor Banks and fees
payable to Sponsor Banks for bids made by RIBs, Bankers to the
[●] [●] [●]
Issue, Brokerage and Syndicate Fees, bidding charges for Members
of the Syndicate, Registered Brokers, RTAs and CDPs(1)(2)(3)(4)(5)
Fees payable to the Registrar to the Issue [●] [●] [●]
Others including but not limited to:
(i) Listing fees, SEBI filing fees, upload fees, BSE and NSE
processing fees, book building software fees and other regulatory
expenses;
(ii) Printing and distribution of stationery;
(iii) Advertising and marketing expenses; [●] [●] [●]
(iv) Fees payable to legal counsel;
(v) Fees payable to other advisors to the Issue, including but not
limited to Statutory Auditors, industry service provider and
independent architect; and
(vi) Miscellaneous expenses
Total estimated Issue expenses [●] [●] [●]
*Issue expenses include taxes, where applicable. Issue expenses will be incorporated at the time of filing of the Prospectus with the
RoC.
@Issue expenses are estimates and are subject to change.
@@Amounts and Amounts as a % of the Gross Proceeds will be finalised and incorporated in the Offer Document on determination
of the Issue Price including applicable taxes, where applicable.
(1) Selling commission payable to the SCSBs on the portion for RIBs and Non-Institutional Bidders, Eligible Employees and Eligible
Shareholders which are directly procured and uploaded by the SCSBs, would be as follows:
Portion for RIBs* 0.30% of the Amount Allotted (plus applicable taxes)
Portion for Non-Institutional Bidders* 0.15% of the Amount Allotted (plus applicable taxes)
Portion for Eligible Employees* 0.20% of the Amount Allotted (plus applicable taxes)
Portion for Eligible Shareholders* 0.20% of the Amount Allotted (plus applicable taxes)
* Amount Allotted is the product of the number of Equity Shares Allotted and the Issue Price.
Selling commission payable to the SCSBs will be determined on the basis of the bidding terminal ID as captured in the bid
book of BSE or NSE. No additional processing fees shall be payable to the SCSBs on the applications directly procured by
them.
(2) Processing / uploading fees payable to the SCSBs on the portion for RIBs and Non-Institutional Bidders, Eligible Employees
and Eligible Shareholders which are procured by the members of the Syndicate / sub-Syndicate / Registered Broker / RTAs /
CDPs and submitted to SCSB for blocking, would be as follows:
Portion for RIBs* ₹ 10/- per valid Bid cum Application form (plus applicable
taxes)
Portion for Non-Institutional Bidders* ₹ 10/- per valid Bid cum Application form (plus applicable
taxes)
Portion for Eligible Employees* ₹ 10/- per valid Bid cum Application form (plus applicable
137taxes)
Portion for Eligible Shareholders* ₹ 10/- per valid Bid cum Application form (plus applicable
taxes)
* Based on valid applications
Processing fees payable to the SCSBs will be subject to a maximum cap of ₹ 0.50 million plus applicable taxes.
Notwithstanding anything contained above the total processing fee payable will not exceed ₹0.50 million (plus applicable
taxes) and in case, if the total processing fees exceeds ₹0.50 million (plus applicable taxes) then processing fees will be
paid on pro-rata basis.
(3) Selling commission on the portion for RIBs, Non-Institutional Bidders, Eligible Employees and Eligible Shareholders which are
procured by members of the Syndicate (including their sub-Syndicate Members), RTAs and CDPs or for using 3-in-1 type
accounts- linked online trading, demat & bank account provided by some of the brokers which are members of Syndicate
(including their Sub-Syndicate Members) would be as follows:
Portion for RIBs* 0.30 % of the Amount Allotted (plus applicable taxes)
Portion for Non-Institutional Bidders* 0.15 % of the Amount Allotted (plus applicable taxes)
Portion for Eligible Employees* 0.20 % of the Amount Allotted (plus applicable taxes)
Portion for Eligible Shareholders* 0.20 % of the Amount Allotted (plus applicable taxes)
* Amount Allotted is the product of the number of Equity Shares Allotted and the Issue Price.
The Selling Commission payable to the Syndicate / Sub-Syndicate Members will be determined on the basis of the application
form number / series, provided that the application is also bid by the respective Syndicate / Sub-Syndicate Member. For
clarification, if a Syndicate ASBA application on the application form number / series of a Syndicate / Sub-Syndicate Member,
is bid by an SCSB, the Selling Commission will be payable to the SCSB and not the Syndicate / Sub-Syndicate Member.
(4) Uploading charges payable to members of the Syndicate (including their sub-Syndicate Members), RTAs and CDPs on the
applications made by RIBs using 3-in-1 accounts and Non-Institutional Bidders, Eligible Employees and Eligible Shareholders
which are procured by them and submitted to SCSB for blocking or using 3-in-1 accounts, would be as follows: ₹10 plus
applicable taxes, per valid application bid by the Syndicate (including their sub- Syndicate Members), RTAs and CDPs. (In case
the total uploading charges payable under this head exceeds ₹ 0.50 million, the amount payable would be proportionately
distributed based on the number of valid applications such that the total uploading charges payable does not exceed ₹ 0.50
million.)
The selling commission and bidding charges payable to Registered Brokers, the RTAs and CDPs will be determined on the basis
of the bidding terminal id as captured in the Bid Book of BSE or NSE.
(5) Uploading charges / Processing fees for applications made by UPI Bidders using the UPI Mechanism would be as under:
Payable to members of the Syndicate ₹ 10 per valid application (plus applicable taxes)*
(including their sub- Syndicate Members) /
RTAs / CDPs
Up to 3,50,000 valid applications-NIL,
Above 3,50,000 valid applications ₹ 6.5 per valid application (plus
applicable taxes)
Payable to Sponsor Bank – ICICI Bank
The Sponsor Banks shall be responsible for making payments to the
Limited
third parties such as remitter bank, NPCI and such other parties as
required in connection with the performance of its duties under
applicable SEBI circulars, agreements and other Applicable Laws
Up to 60,000 valid applications-NIL,
Above 60,000 valid applications ₹ 6.5 per valid application (plus
applicable taxes)
Payable to Sponsor Bank- Kotak Mahindra
The Sponsor Banks shall be responsible for making payments to the
Bank Limited
third parties such as remitter bank, NPCI and such other parties as
required in connection with the performance of its duties under
applicable SEBI circulars, agreements and other Applicable Laws
* The total uploading charges / processing fees payable to members of the Syndicate, RTAs, CDPs, Registered Brokers
will be subject to a maximum cap of ₹ 1.00 million (plus applicable taxes). In case the total uploading charges/processing
fees payable exceeds ₹ 1.00 million, then the amount payable to members of the Syndicate, RTAs, CDPs, Registered
Brokers would be proportionately distributed based on the number of valid applications such that the total uploading
charges / processing fees payable does not exceed ₹ 1.00 million
All such commissions and processing fees set out above shall be paid as per the timelines in terms of the Syndicate
Agreement and Escrow and Sponsor Bank Agreement.
138The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the remitter banks
(SCSBs) only after such banks provide a written confirmation on compliance with the SEBI ICDR Master Circular and
the SEBI Circular No: SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, read with SEBI Circular No:
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 read with SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 and such payment of processing fees to the SCSBs
shall be made in compliance with SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and SEBI
circular number SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022 each to the extent applicable and not rescinded
by the SEBI ICDR Master Circular.
Appraising Agency
None of the Objects of the Issue for which the Net Proceeds will be utilized have been appraised by any bank or financial
institution or other independent agency.
Other Confirmations
No part of the proceeds of the Issue will be paid by our Company to our Promoters, members of the Promoter Group, our
Directors or our Key Managerial Personnel or Senior Management.
Our Company has not entered into and is not planning to enter into any arrangement / agreements with any of our
Promoters, members of the Promoter Group, our Directors or our Key Managerial Personnel or Senior Management in
relation to the utilisation of the Net Proceeds. Further, there are no material existing or anticipated interest of such
individuals and entities in the objects of the Issue except as set out above.
Variation in Objects
In accordance with Sections 13(8) and 27 of the Companies Act, 2013 and the applicable rules, and the SEBI ICDR
Regulations, our Company shall not vary the objects of the Issue without our Company being authorised to do so by the
Shareholders by way of a special resolution. In addition, the notice issued to the Shareholders in relation to the passing of
such special resolution (“Notice”) shall specify the prescribed details as required under the Companies Act, 2013. The
Notice shall simultaneously be published in the newspapers, one in English and one in Gujarati, the vernacular language
of the jurisdiction where our Registered Office is situated. Pursuant to Section 13(8) of the Companies Act, 2013, our
Promoters will be required to provide an exit opportunity to such Shareholders who do not agree to the proposal, to vary
the objects, subject to the provisions of the Companies Act, 2013 and in accordance with such terms and conditions,
including in respect of proving of the Equity Shares, in accordance with the Companies Act, 2013 and the SEBI ICDR
Regulations.
139BASIS FOR ISSUE PRICE
The Price Band and Issue Price will be determined by our Company, in consultation with the BRLM, on the basis of
assessment of market demand for the Equity Shares offered through the Book Building Process and on the basis of the
qualitative and quantitative factors as described below. The face value of the Equity Shares is ₹ 2 each and the Issue Price
is [●] times the face value at the lower end of the Price Band and [●] times the face value at the higher end of the Price
Band.
Investors should also refer to “Our Business”, “Risk Factors”, “Restated Consolidated Financial Information”,
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Other Financial
Information” on pages 43, 284, 359 and 354, respectively, to have an informed view before making an investment
decision.
Qualitative factors
Some of the qualitative factors and our strengths which form the basis for computing the Issue Price are:
• Leadership position as one of one of the largest managed space operator in Tier 2 markets well positioned to
capture industry tailwinds and growth prospects for the flexible workspace sector in India: Our Company is the
largest managed space operator in Tier 2 markets in terms of operational flex stock, with Centers across 6 cities
(Source: JLL Report). Accordingly, we are positioned favourably to capture this growth in the flexible workspace
sector. With an operational footprint of nearly 0.6 million sq. ft. and more than 9,000 seats, our Company has a
strong presence across cities such as Ahmedabad (including Gandhinagar), Indore, Jaipur, Udaipur, and Vadodara.
Alongside being one of the largest operators, our Company maintains impressive average occupancy levels of ~88%
across these locations (Source: JLL Report). This indicates a basis for expansion in the flexible workspace industry.
Competitive pricing that aligns with industry standards, has been driving our growth. In line with our growth
strategy, we aim to establish 8 new Centers, under the straight-lease model and furnished by landlords model, having
a total estimated SBA of 940,961sq. ft. over the course of the next two Fiscals in cities in India and abroad, and
enhance our service offerings in these emerging markets. Out of these 8 new Centers, 4 having a total estimated
SBA of 664,692 sq. ft. are proposed to be set-up from the Net Proceeds of the Issue, under the straight-lease model.
For further details, see “Objects of the Issue” on page 126.
• Pan-India presence with consistently high occupancy rates across our Centers: Our ability to comprehend the
characteristics of the market and clientele has helped us better understand their needs and expand our presence.
With help of our network and the relations which our employees have built through proximity and interactions, we
are able to serve both current and potential customers. As of May 31, 2025, we have operations across 11 cities,
including Ahmedabad, Mumbai, Noida, Pune, Hyderabad, Jaipur, Rajkot, Udaipur, Indore, Gandhinagar and
Vadodara, covering a total area under management of SBA 860,522 sq. ft. Our understanding of evolving consumer
preferences has not only enabled us to grow but also enabled us to expand our presence across the country more
seamlessly. Our Company is present in four out of the top seven markets in Tier 1 cities. Further, we are the largest
managed space operator in terms of operational flex stock, with Centers across 6 cities (Source: JLL Report).
• Customer-centric business model with an integrated platform approach, ensuring long-term relationships with
customers: We offer fully customizable office spaces tailored to specific business needs, with added advantage of
zero capital expenditure for our customers. This enables businesses to establish their presence without significant
upfront investment, thereby enabling them to allocate their financial resources more effectively towards their core
business activities. For further details in relation to our business models, see “Our Business– Our Asset Procurement
Strategy” on page 227. Our in-house design and execution teams endeavour to ensure the quality in delivery while
adhering to customer specifications. Our bespoke office space solutions are built within 90 to 120 days timeframe,
ensuring prompt turnaround time and minimal disruption to client operations. Our customization process involves
presenting prospective clients with a range of design templates for various workspace formats. Additionally, clients
have the option to engage our comprehensive facility management services, which encompass housekeeping,
security, and valet parking services. This integrated approach allows clients to concentrate on their core operations.
We believe our customer-centric business model has led to long term relationships with customers. Our registrations
under ISO 9001:2015 for providing co-working spaces and ongoing support to customers and registration under
ISO 27001:2022 for information security management system encompassing all processes for providing co-working
spaces and continuous support emphasizes the standard of services provided to our clients.
• Delivering strong financial and operating metrics: We have experienced rapid growth in our business, including in
the number of change our operational seats, Operational Centers and in the size of our client base. Between March
31, 2023 to March 31, 2025, our Operational Centers, Operational seats and Operational Super Built-Up Area grew
140at a CAGR of 23.67% 16.34%, and 15.24%, respectively. The growth of our business for the Financial Years ended
March 31, 2025, March 31, 2024 and March 31, 2023 has contributed to our financial strength. Our revenue from
operations grew at a CAGR of 50.75% from ₹699.11 million in Fiscal 2023 to ₹1,588.75 million in Fiscal 2025,
based on our Restated Consolidated Financial Information.
• Experienced Promoters and management team with deep industry expertise: We are led by a qualified and
experienced management team that has the expertise and vision to manage and grow our business. We are led by
our Promoters, namely, Parth Naimeshbhai Shah, Umesh Satishkumar Uttamchandani and Rushit Shardulkumar
Shah, who have been associated with our Company since its incorporation, having a cumulative experience of over
21 years in the flexible workspace sector Our Board comprises of ten Directors, of whom five are Independent
Directors, with several years of experience in their respective fields. For further details on our management see
“Our Management –Brief profiles of our Directors” on page 256. Our senior management team includes 6 (six)
members who have a cumulative experience of over 57 years across various industries. Our senior management
team contributes to our overall strategic planning and business development and growth of our Company. We run
our business professionally with dedicated senior management teams. The knowledge and experience of our
Promoters and our team of dedicated personnel, provide us with a competitive advantage as we seek to grow our
existing markets and enter new geographic markets. For further details see “Our Management –Key Managerial
Personnel and Senior Management” on page 268.
For further details, see “Our Business – Our Strengths” on page 219.
Quantitative factors
Some of the quantitative factors which may form the basis for calculating the Issue Price are as follows:
I. Basic and diluted earnings per share (“EPS”)
Based on / derived from the Restated Consolidated Financial Information:
Basic and Diluted EPS (in ₹) at
As at, and for the Fiscal ended face value of ₹ 2 each (Post Weight
bonus & split)
March 31, 2025 0.27 3
March 31, 2024 0.08 2
March 31, 2023 (2.55) 1
Weighted Average (0.26)
Notes:
1. Basic EPS (₹) = Basic earnings per share are calculated by dividing the restated profit/(loss) for the year attributable to
equity shareholders by the weighted average number of Equity Shares outstanding during the year.
2. Diluted EPS (₹) = Diluted earnings per share are calculated by dividing the restated profit/(loss) for the year attributable
to equity shareholders by the weighted average number of Equity Shares outstanding during the year as adjusted for the
effects of all dilutive potential Equity Shares during the year.
3. Basic and diluted earnings per equity share: Basic and diluted earnings per equity share are computed in accordance with
Indian Accounting Standard 33 notified under the Companies (Indian Accounting Standards) Rules of 2015 (as amended).
4. Weighted average number of equity shares is the number of equity shares outstanding at the beginning of the year adjusted
by the number of equity shares issued during the year multiplied by the time weighting factor.
5. Pursuant to resolutions passed by our Board at its meeting dated September 19, 2024 and the Shareholders at their EGM
dated September 19, 2024, our Company has issued bonus shares in the proportion of 900:1 i.e. 900 Equity Shares of ₹10
each for every 1 Equity Share of ₹10 each held by existing equity Shareholders of the Company.
6. Pursuant to resolutions passed by our Board at its meeting dated September 19, 2024 and the Shareholders at their EGM
dated September 19, 2024, our Company has sub-divided its Equity Shares of face value of ₹10 each to Equity Shares of
face value of ₹2 each.
II. Price / Earning (“P / E”) ratio in relation to Price Band of ₹ [●] to ₹ [●] per Equity Share:
P / E at the Floor Price (number P / E at the Cap Price (number
Particulars
of times)* of times) *
Based on basic EPS for Fiscal 2025 [●] [●]
Based on diluted EPS for Fiscal 2025 [●] [●]
*To be updated on finalisation of the Price Band.
141III. Industry Peer Group P / E ratio
Particulars P/E Ratio Company Name
Highest 60.95 Awfis Space Solutions Ltd
Lowest 60.95 Awfis Space Solutions Ltd
Average 60.95 Awfis Space Solutions Ltd
Source: All the financial information for listed industry peers mentioned above is on consolidated basis and is sourced from the
financial results/annual reports/quarterly financials of the respective company for the year ended March 31, 2025.
The industry highest and lowest has been considered from the listed industry peer excluding the industry peer which has reported
losses for Financial Year 2024-25. The average/industry composite has been calculated as per the arithmetic average P/E of
the industry peer excluding the industry peer which has reported losses for Financial Year 2024-25.
P/E Ratio for the listed industry peer has been computed on the basis of the closing market price as on August 13, 2025 of equity
shares derived from the website of BSE, divided by the diluted EPS for the Financial Year ended March 31, 2025, and derived
from the consolidated financial results published on the Company’s website.
IV. Return on Net Worth (“RoNW”)
As derived from the Restated Consolidated Financial Information:
As at, and for the Fiscal ended Return on Net Worth (%) Weight
March 31, 2025 3.24 3
March 31, 2024 1.52 2
March 31, 2023 (1,049.92) 1
Weighted Average (172.86)
Notes:
1. Weighted average = Aggregate of year-wise weighted RoNW divided by the aggregate of weights i.e. (RoNW x Weight) for
each year/Total of weights;
2. Return on net worth is calculated as restated profit/(loss) for the year divided by net worth.
3. Net Worth means the aggregate value of the paid up share capital and all reserves created out of the profits and securities
premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the
accumulated losses, deferred expenditure and miscellaneous expenditure not written off, but does not include reserves
created out of revaluation of assets, write back of depreciation and amalgamation, in accordance with Regulation 2(1)(hh)
of the SEBI ICDR Regulations.
V. Net Asset Value per Equity Share
As derived from the Restated Consolidated Financial Information:
As at NAV per Equity Share (in ₹)
March 31, 2025 7.68
March 31, 2024 4.10
March 31, 2023 (0.43)
After completion of the Issue [•]
Note: Net Asset Value per Equity Share (in ₹) = Net Asset Value per Equity Share is calculated as total of equity share capital and other
reserves as of the end of relevant year divided by the number of equity shares outstanding at the end of the year. The Net Asset Value per
equity share disclosed above is after considering the impact of bonus and subdivision of the issued equity shares.
As at the Floor Price and the Cap Price:
As at NAV per Share (in ₹)
After the completion of the Issue:
(i) At Floor Price [●]
(ii) At Cap Price [●]
Issue Price (1) [●]
(1) Issue Price per Equity Share will be determined on conclusion of the Book Building Process.
142VI. Comparison of accounting ratios with listed industry peers
The following peer group has been determined based on the companies listed on the Stock Exchanges:
Name Market Net Worth Face
Revenue from NAV (₹
of the Price per Basic RONW (₹ in value
operations (₹ P/E Ratio per
Compa equity EPS Diluted (%) million) (₹ per
in million) share)
ny share EPS share)
Dev
Accelera
[●]# 1,588.75 0.27* 0.27* 3.24 [●]# 547.86 7.68 2.00
tor
Limited
Awfis
Space
589.35 12,075.35 9.75 9.67 14.78 60.95 4,592.19 64.71 10.00
Solution
s Ltd
Smartw
orks
Coworki
457.55 13,740.56 (6.18) (6.18) (58.56) (74.04) 1,078.81 10.45 10.00
ng
Spaces
Limited
Indiqube
Spaces 219.38 10,592.86 (7.65) (7.65) NA** (28.69) (31.11) (0.24) 1.00
Limited
#To be included in respect of our Company in the Prospectus based on the Issue Price.
*The same is after giving effect of bonus and split.
**RONW cannot be determined as networth and PAT are negative
Notes:
(1) All the financial information for the listed industry peer mentioned above is on a consolidated basis and is sourced from
the annual reports/ financial statements prospectus and investor presentations of the respective company for the year ended
March 31, 2025 submitted to stock exchanges.
(2) P/E ratio has been computed based on the closing market price of equity shares on NSE on August 13, 2025divided by the
Diluted EPS for the year ended March 31, 2025.
(3) Revenue from operation means revenue from operations as per the Consolidated Financial Information.
(4) Net Asset Value per Equity Share (₹) = Net Asset Value per Equity Share is calculated as total of equity share capital and
other reserves as of the end of relevant year divided by the number of equity shares outstanding at the end of the year. The Net
Asset Value per equity share disclosed above is after considering the impact of bonus and subdivision of the issued equity shares.
(5) Return on net worth is calculated as profit/ (loss) for the year divided by the Net Worth:
(6) Net Worth means the aggregate value of the paid up share capital and all reserves created out of the profits and securities
premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the
accumulated losses, deferred expenditure and miscellaneous expenditure not written off, but does not include reserves created
out of revaluation of assets, write back of depreciation and amalgamation, in accordance with Regulation 2(1)(hh) of the SEBI
ICDR Regulations.
(7) Net worth for peer represents the Total Equity as mentioned in their annual reports for the relevant year submitted to the
Stock Exchanges.
VII. Key financial and operational performance indicators (“KPIs”)
In evaluating our business, we consider and use certain KPIs, as presented above, as a supplemental measure to
review and assess our financial and operating performance. The presentation of these KPIs are not intended to be
considered in isolation or as a substitute for the Restated Consolidated Financial Information. We use these KPIs to
evaluate our financial and operating performance. Some of these KPIs are not defined under Ind AS and are not
presented in accordance with Ind AS. These KPIs have limitations as analytical tools. Further, these KPIs may differ
from the similar information used by other companies and hence their comparability may be limited.
The KPIs disclosed below have been used historically by our Company to understand and analyze the business
performance, which in result, help us in analyzing the growth of various verticals in comparison to our peers.
The KPIs disclosed below have been approved by resolutions of our Board and Audit Committee each dated
September 02, 2025, respectively, and the members of the Audit Committee have verified the details of all KPIs
pertaining to our Company. Further, the members of the Audit Committee have confirmed that there are no other
143KPIs pertaining to our Company that have been disclosed to any investors at any point of time during the three years
period prior to the date of filing of this RHP, except as disclosed below. Further, the KPIs herein have been certified
by our Statutory Auditors, Nisarg J. Shah & Co, Chartered Accountants, by their certificate dated September 02,
2025.
A list of financial KPIs as certified by our Statutory Auditors, Nisarg J. Shah & Co, Chartered Accountants by way
of their certificate dated September 02, is set out below for the indicated years:
(₹ in million, unless otherwise stated)
Particulars Unit Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue from Operations(1) ₹ 1,588.75 1,080.87 699.11
Revenue CAGR (Fiscal 2023 to 2025)(2) % 50.75
EBITDA(3) ₹ 804.57 647.39 298.81
EBITDA Margin (%)(4) % 50.64 59.90 42.74
Restated Profit/ (Loss) for the year(5) ₹ 17.73 4.37 (128.30)
Restated Profit/ (Loss) for the year as a
% 1.00 0.39 (17.98)
% of total Income(6)
Total Equity(7) ₹ 547.86 287.88 12.22
Capital Employed(8) ₹ 1,820.96 1,292.95 338.79
Total Assets(9) ₹ 5,403.76 4,110.89 2,824.22
ROCE(%)(10) % 25.95 17.31 3.65
Debt / Equity (11) times 2.39 3.51 27.17
Operational Cities(12) Number 11 11 9
Operational Centers(13) Number 26 25 17
Operational Super Built-up Area (14) Million square
0.84 0.81 0.63
feet
Number of Capacity Seats in Number
13,759 12,543 10,165
Operational Centers(15)
Number of Occupied Seats in Number
12,054 10,422 8,218
Operational Centers(16)
Occupancy rate in Operational Centers %
87.61 83.09 80.85
(%)(17)
Notes:
1. Revenue from operations means revenue from operations as per the Restated Consolidated Financial Information;
2. Revenue CAGR growth provides information regarding the growth in terms of our business for the respective period in terms
of CAGR;
3. EBITDA is calculated as profit / (loss) before tax plus finance costs, depreciation and amortisation expense and less other
income;
4. EBITDA Margin is calculated as EBITDA divided by Revenue from Operations;
5. Restated Profit / (Loss) for the year means the restated profit / (loss) for the year after tax as per the Restated Consolidated
Financial Information;
6. Restated Profit / (Loss) for the year as a % of Total Income is calculated as restated profit / (loss) for the year divided by
Total Income;
7. Total Equity is calculated as total Net worth excluding non-controlling interest;
8. Capital employed is calculated as the sum of total Net worth, total borrowings minus cash & cash equivalents;
9. Total Assets means sum for non- current and current assets of our Company;
10. Return on Capital Employed (ROCE) is calculated as EBIT divided by capital employed where (i) EBIT means EBITDA plus
depreciation and amortization expense including other income;
11. Debt to Equity Ratio is calculated as total borrowings divided by total net worth;
12. Operational Cities refer to cities where (i) our Company have entered into binding lease or operating arrangements with
our space owners; (ii) our Company have paid the security deposit to the space owners; and (iii) clients can start availing
our Company’s services at the Centers;
13. Operational Centers refer to centers where (i) our Company have entered into binding lease or operating arrangements
with their space owners; (ii) our Company have paid the security deposit to the space owners; and (iii) clients can start
availing our Company’s services at the Centers;
14. Operational Super Built-up Area of a property is the total contracted area, which includes the carpet area, along with the
terrace, balconies, areas occupied by walls, and areas occupied by common/shared construction for all our Centers;
14415. Number of Capacity Seats in Operational Centers means the maximum number of Seats available across all our Operational
Centers;
16. Number of Occupied Seats in Operational Centers means Total number of Seats contracted in the Company’s Operational
Centers;
17. Occupancy rate in Operational Centers - The percentage of Number of Occupied Seats in Operational Centers divided by
the Capacity seats in Operational Centers.
For details of our other operating metrics disclosed elsewhere in this Red Herring Prospectus, see the sections “Our
Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” starting on
pages 215 and 359, respectively.
Our Company confirms that it shall continue to disclose all the KPIs included in this section on a periodic basis, at least
once in a year (or any lesser period as determined by the Board of our Company), for a duration of one year after the date
of listing of the Equity Shares on the Stock Exchange or till the complete utilisation of the proceeds of the Issue as per
the disclosure made in the Objects of the Issue Section, whichever is later or for such other duration as may be required
under the SEBI ICDR Regulations.
Explanation for KPI metrics
KPI Explanation
Revenue from Operations Revenue from operations is used by the management to track the revenue
profile of the business and in turn helps assess the overall financial
performance of our Company and size of our business.
Revenue CAGR (Fiscal 2023 to 2025) Revenue CAGR growth provides information regarding the growth in
terms of our business for the respective period in terms of CAGR.
EBITDA EBITDA provides information regarding the operational efficiency of the
business.
EBITDA Margin (%) EBITDA Margin is EBITDA divided by Revenue from Operations.
Restated Profit/ (Loss) for the year It is an indicator of the overall profitability and financial performance of
our business.
Restated Profit/ (Loss) for the year as a % Restated profit / (loss) for the years as percentage of total income is
of total Income calculated as restated loss for the years divided by total income
Total Equity It assesses the shareholder’s funds
Capital Employed It indicates the amount of capital investment a business uses to operate and
provides an indication of how a company is investing its money.
Total Assets Total Assets refers to the sum of all the assets of our Company and is
deployed in the business to generate economic benefit for all the
stakeholders as per the Restated Consolidated Financial Information.
ROCE ROCE provides how efficiently our Company generates earnings from the
capital employed in the business
Debt / Equity It is used to measure the financial leverage of our Company and provides
comparison benchmarks against peers.
Operational Cities Operational Cities indicates the total number of cities in which the
Company have geographic presence via Centers that are operational
Operational Centers Operational Centers refers to the total number of individual operational
Centers for which the Company have signed contracts with the space
owners and the Centers are ready for clients to start availing our
Company’s services.
Operational Super Built-up Area (million Operational Super Built-up Area indicates the total area of Centers for
square feet) which the Company have signed contracts with the space owners
Number of Capacity Seats in Operational Capacity seats is the maximum number of Seats available across all the
Centers Company’s Operational Centers
Number of Occupied Seats in Operational Total number of Seats contracted in Company’s Operational Centers.
Centers
Occupancy rate in Operational Centers The percentage of Number of Occupied Seats in Operational Centers
(%) divided by the Capacity seats in Operational Centers
145Comparison of financial KPIs of our Company and our listed peers
Set forth below is a comparison of our KPIs with our listed peer group company:
(₹ in million unless otherwise specified)
Smartworks Coworking Spaces
Key Dev Accelerator Limited Awfis Space Solutions Ltd. Limited Indiqube Spaces Limited
Performance Unit
Indicators Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal
Fiscal 2023 Fiscal 2025 Fiscal 2024 Fiscal 2023 Fiscal 2025
2025 2024 2025 2024 2023 2024 2023
Financial
KPIs
Revenue from
₹ 1,588.75 1,080.87 699.11 12,075.35 8,488.19 5,452.82 13,740.56 10,393.64 7,113.92 10,592.86 8,305.73 5,797.38
Operations(1)
Revenue
CAGR (Fiscal
% 50.75 48.81 38.98 35.17
2023 to
2025)(2)
EBITDA(3) ₹ 804.57 647.39 298.81 4,274.80 2,454.10 1,555.58 8,572.64 6,596.70 4,239.98 6,165.42 2,263.36 2,366.90
EBITDA
% 50.64 59.90 42.74 35.40 28.91 28.53 62.39 63.47 59.60 58.20 27.25 40.83
Margin (%)(4)
Restated
Profit/ (Loss) ₹ 17.73 4.37 (128.30) 678.70 (175.67) (466.37) (631.79) (499.57) (1,010.46) (1,396.17) (3,415.08) (1,981.09)
for the year(5)
Restated
Profit/ (Loss)
for the year as % 1.00 0.39 (17.98) 5.38 (2.01) (8.24) (4.48) (4.49) (13.58) (12.66) (39.36) (32.95)
a % of total
Income(6)
Total Equity(7) ₹ 547.86 287.88 12.22 4,592.19 2,514.31 1,693.64 1,078.81 500.07 314.66 (31.11) 1,306.33 (3,081.01)
Capital
₹ 1,820.96 1,292.95 338.79 4,009.07 2,787.26 1,621.87 4,367.21 4,249.81 3,445.13 2,133.26 2,942.00 3,045.99
Employed(8)
Total Assets(9) ₹ 5,403.76 4,110.89 2,824.22 25,069.84 13,980.79 9,306.05 46,508.54 41,470.84 44,735.03 46,851.23 36,679.13 29,693.17
ROCE(10) % 25.95 17.31 3.65 51.09 27.05 16.08 58.82 61.34 29.15 81.12 (43.79) (13.11)
Debt /
times 2.39 3.51 27.17 0.05 0.13 0.06 3.69 8.55 16.38 (71.51) 1.26 (2.02)
Equity(11)
Operational
KPIs
Operational
Number 11 11 9 18 17 16 15 13 12 14.00 12.00 10.00
Cities(12)
Operational
Number 26 25 17 208 160 119 46.00 39.00 39 105.00 85.00 70.00
Centers(13)
Operational Million
0.84 0.81 0.63 6.90 4.80 3.5 8.99 8.00 6.16 6.26 5.33 4.25
S uper Built- square
146Smartworks Coworking Spaces
Key Dev Accelerator Limited Awfis Space Solutions Ltd. Limited Indiqube Spaces Limited
Performance Unit
Indicators Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal
Fiscal 2023 Fiscal 2025 Fiscal 2024 Fiscal 2023 Fiscal 2025
2025 2024 2025 2024 2023 2024 2023
up Area (14) feet
Number of
Capacity
Seats in Number 13.759 12,543 10,165 1,34,121 95,030 68,203 1,83,613 1,63,022 1,37,564 1,39,183 1,18,530 94,410
Operational
Centers(15)
Number of
Occupied
Seats in Number 12,054 10,422 8,218 1,11,378 67,414 51,140 1,52,619 1,30,047 1,05,568 1,18,467 95,076 79,002
Operational
Centers(16)
Occupancy
rate in
% 87.61 83.09 80.85 83.04 70.94 74.98 83.12 79.77 76.74 85.12 80.21 83.68
Operational
Centers (%)(17)
NA indicates Not Available
Source: All the financial and operational information for the listed industry peer mentioned above is on a consolidated basis and is sourced from the financial statements for the year ended March 31, 2025, prospectus and
investor presentations of the company submitted to stock exchanges and at the listing of the Initial Public Offering (IPO) with SEBI.
Notes:
1. Revenue from operations means revenue from operations as per the Restated Consolidated Financial Information;
2. Revenue CAGR growth provides information regarding the growth in terms of our business for the respective period in terms of CAGR;
3. EBITDA is calculated as profit / (loss) before tax plus finance costs, depreciation and amortisation expense and less other income;
4. EBITDA Margin is calculated as EBITDA divided by Revenue from Operations;
5. Restated Profit / (Loss) for the year means the restated profit / (loss) for the year after tax as per the Restated Consolidated Financial Information;
6. Restated Profit / (Loss) for the year as a % of Total Income is calculated as restated profit / (loss) for the year divided by Total Income;
7. Total Equity is calculated as total Net worth excluding non-controlling interest;
8. Capital employed is calculated as the sum of total Net worth, total borrowings minus cash & cash equivalents;
9. Total Assets means sum for non- current and current assets of our Company;
10. Return on Capital Employed (ROCE) is calculated as EBIT divided by capital employed where (i) EBIT means EBITDA plus depreciation and amortization expense including other income;
11. Debt to Equity Ratio is calculated as total borrowings divided by total net worth;
12. Operational Cities refer to cities where (i) our Company have entered into binding lease or operating arrangements with our space owners; (ii) our Company have paid the security deposit to the space owners; and (iii)
clients can start availing our Company’s services at the Centers;
13. Operational Centers refer to Centers where (i) our Company have entered into binding lease or operating arrangements with their space owners; (ii) our Company have paid the security deposit to the space owners; and
(iii) clients can start availing our Company’s services at the Centers;
14. Operational Super Built-up Area of a property is the total contracted area, which includes the carpet area, along with the terrace, balconies, areas occupied by walls, and areas occupied by common/shared construction
for all our Centers;
15. Number of Capacity Seats in Operational Centers means the maximum number of Seats available across all our Operational Centers;
16. Number of Occupied Seats in Operational Centers means Total number of Seats contracted in the Company’s Operational Centers;
17. Occupancy rate in Operational Centers - The percentage of Number of Occupied Seats in Operational Centers divided by the Capacity seats in Operational Centers.
147VIII. Weighted average cost of acquisition
a) The price per share of our Company based on the primary / new issue of shares (equity / convertible securities)
Details of the Equity Shares or convertible securities during the 18 months preceding the date of filing of this RHP,
excluding shares issued under the ESOP Scheme and issuance of bonus shares, 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) and excluding employee stock options granted but not vested), in a single transaction or
multiple transactions combined together over a span of 30 days, are as follows:
Face
No. of
value per Issue price Nature of Total
Date of Specified Reason / Nature of
Specified per Specified considerati Consideration (₹
allotment Security allotment
Security Security* (₹) on in million)
allotted
(₹)
August
162,180 2 46.38 Private Placement Cash 7.52
23, 2024
August
45,050 2 46.38 Private Placement Cash 2.09
23, 2024
August
702,780 2 46.38 Private Placement Cash 32.60
23, 2024
August
540,600 2 46.38 Private Placement Cash 25.07
23, 2024
August
22,525 2 46.38 Private Placement Cash 1.04
23, 2024
August
432,480 2 46.38 Private Placement Cash 20.06
23, 2024
August
130,645 2 46.38 Private Placement Cash 6.06
23, 2024
August
54,060 2 46.38 Private Placement Cash 2.51
23, 2024
September
1,356,005 2 46.38 Private Placement Cash 62.89
10, 2024
September
31,535 2 46.38 Private Placement Cash 1.46
10, 2024
Total 3,477,860 161.31
Weighted average cost of acquisition (WACA) (primary issuances) (₹
46.38
per specified security)
*The same is after effect for bonus and split
b) The price per share of our Company based on the secondary sale / acquisition of shares (equity / convertible
securities)
There have been no secondary sale / acquisitions of Equity Shares or any convertible securities, where the
Promoters, members of the Promoter Group, or Shareholder(s) having the right to nominate director(s) on the Board
of Directors of the Company are a party to the transaction (excluding gifts), during the 18 months preceding the
date of filing of this RHP, 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) Weighted average cost of acquisition, floor price and cap price
Weighted average cost of Floor price* (i.e. Cap price* (i.e.
Types of transactions acquisition (₹ ₹ [●]) ₹ [●])
per specified security)
Weighted average cost of acquisition of 46.38 [●] times [●] times
148Weighted average cost of Floor price* (i.e. Cap price* (i.e.
Types of transactions acquisition (₹ ₹ [●]) ₹ [●])
per specified security)
primary issuance
Weighted average cost of acquisition of NA [●] times [●] times
secondary issuance
*To be updated at Prospectus stage.
As certified by our Statutory Auditors, Nisarg J. Shah & Co, Chartered Accountants, by their certificate dated September 02,
2025.
Explanation for Issue Price / Cap Price being [●] times of weighted average cost of acquisition of primary
issuance price / secondary transaction price of Equity Shares (as set out above) along with our Company’s
key performance indicators and financial ratios for the Fiscals 2025, 2024 and 2023.
[●]*
*To be included on finalisation of Price Band
Explanation for Issue Price / Cap Price being [●] times of weighted average cost of acquisition of primary
issuance price / secondary transaction price of Equity Shares (as set out above) in view of the external factors
which may have influenced the pricing of the Issue.
[●]*
*To be included on finalisation of Price Band
The Issue Price of ₹ [●] has been determined by our Company, in consultation with the BRLM, on the basis of
market demand from investors for Equity Shares, as determined through the Book Building Process, and is justified
in view of the above qualitative and quantitative parameters. Investors should read the above-mentioned information
along with “Risk Factors”, “Our Business”, “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” and “Restated Consolidated Financial Information” on pages 43, 215, 359 and 284,
respectively, to have a more informed view. The trading price of the Equity Shares could decline due to the factors
mentioned in the “Risk Factors” and you may lose all or part of your investments.
149STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS
Date: September 02, 2025
To,
Dev Accelerator Limited,
C-01, The First Commercial Complex,
Behind Keshavbaug Party Plot,
Near Shivalik High Street,
Vastrapur, Ahmedabad-380015,
Gujarat, India
(the “Company”)
and
Pantomath Capital Advisors Private Limited
Pantomath Nucleus House,
Saki – Vihar Road,
Andheri (East),
Mumbai 400 072
Maharashtra, India
(Pantomath Capital Advisors Private Limited is referred to as the “Book Running Lead Manager”)
Dear Sir/Madam,
Sub: Proposed initial public offering of equity shares of face value of ₹ 2 each (“Equity Shares”) of Dev Accelerator
Limited, (“Company” and such Issue, the “Issue”).
We report that the enclosed statement in the Annexure, states the possible special tax benefits under direct tax laws i.e.
Income-tax Act, 1961 and Income tax Rules, 1962 including amendments made by the Finance Act, 2025 (hereinafter
referred to as “Income Tax Laws”), and indirect tax laws i.e. the Central Goods and Services Tax Act, 2017, Integrated
Goods and Services Tax Act, 2017, respective State Goods and Services Tax Act, 2017, Customs Act, 1962, Customs
Tariff Act, 1975 as amended, the Foreign Trade (Development and Regulation) Act, 1992 (read with Foreign Trade
Policy), including the relevant rules and regulations there under (hereinafter referred to as “Indirect Tax Laws”)
presently in force in India, available to the Company and its shareholders. Several of these benefits are dependent on the
Company, its shareholders as the case may be, fulfilling the conditions prescribed under the relevant provisions of the
statute. Hence, the ability of the Company or the shareholders of the Company to derive the special tax benefits is
dependent upon their fulfilling such conditions, which based on business imperatives the Company and its shareholders
faces in the future, the Company and its shareholders may or may not choose to fulfill.
We confirm that while providing this certificate, we have complied with the Code of Ethics issued by the Institute of
Chartered Accountants of India. We have complied with the relevant applicable requirements of the Standard on Quality
Control (SQC) 1, ‘Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and
Other Assurance and Related Services Engagements,’ issued by the ICAI.
The benefits discussed in the enclosed Statement cover only possible special tax benefits available to the Company and
to the shareholders of the Company and are not exhaustive and also do not cover any general tax benefits available to the
Company. Further, any benefits available under any other laws within or outside India have not been examined and
covered by this Statement.
This statement of possible special tax benefits available to the Company, and its shareholders is required as per Schedule
VI (Part A) (9)(L) of the SEBI ICDR Regulations. While the term ‘special tax benefits’ has not been defined under the
SEBI ICDR Regulations, it is assumed that with respect to special tax benefits available to the Company, and its
shareholders, the same would include those benefits as enumerated in the Statement. The benefits specified in the
enclosed Statement are not exhaustive and any benefits under the Taxation Laws other than those specified in the
Statement are considered to be general tax benefits and therefore not covered within the ambit of this Statement. Further,
any benefits available under any other laws within India, except for those specifically mentioned in the Statement, have
not been examined and covered by this Statement.
150Our views are based on the existing provisions of law and its interpretation, which are subject to change from time to
time. We do not assume responsibility to update the views consequent to such changes.
The benefits discussed in the enclosed Annexure are not exhaustive. This statement is only intended to provide general
information to the investors and is neither designed nor intended to be a substitute for professional tax advice. In view of
the individual nature of the tax consequences and the changing tax laws, each investor is advised to consult his or her
own tax consultant with respect to the specific tax implications arising out of their participation in the Issue. We are
neither suggesting nor advising the investor to invest in the Issue based on this statement.
We do not express any opinion or provide any assurance as to whether:
(i) the Company or its shareholders will continue to obtain these benefits in future; or
(ii) the conditions prescribed for availing the benefits have been/would be met with; and
(iii) the revenue authorities/courts will concur with the views expressed herein.
The contents of the enclosed statement are based on information, explanations and representations obtained from the
Company and on the basis of our understanding of the business activities and operations of the Company.
We also consent to the references to us as “Experts” as defined under Section 2(38) of the Companies Act, 2013, read
with Section 26(5) of the Companies Act, 2013 to the extent of the certification provided hereunder and included in the
Issue Documents of the Company or in any other documents in connection with the Issue.
We hereby give consent to include this statement of special tax benefits in the Issue Documents and in any other material
used in connection with the Issue.
This certificate is issued for the sole purpose of the Issue, and can be used, in full or part, for inclusion in the Issue
Documents and any other material used in connection with the Issue, and for the submission of this certificate as may be
necessary, to any regulatory/statutory authority, recognized stock exchanges, any other authority as may be required
and/or for the records to be maintained by the Lead Manager in connection with the Issue and in accordance with
applicable law, and for the purpose of any defense the Lead Manager may wish to advance in any claim or proceeding in
connection with the contents of the Issue Documents.
This certificate may be relied on by the Company, Lead Manager, their affiliates and the legal counsel in relation to the
Issue.
We undertake to immediately update you, in writing, of any changes in the abovementioned information until the date
the Equity Shares issued pursuant to the Issue commence trading on the recognized stock exchanges. In the absence of
any such communication, you may assume that there is no change in respect of the matters covered in this certificate until
the date the Equity Shares commence trading on the recognized stock exchanges.
Yours faithfully,
For, Nisarg J Shah & Co.
Chartered Accountants
ICAI Firm Registration Number: 128310W
Partner: CA Parag Bhatt
Membership No. 133342
Place: Ahmedabad
UDIN:
CC:
Legal Counsel to the Issue
Messrs. Kanga and Company,
Advocates and Solicitors
Readymoney Mansion,
43, Veer Nariman Road,
Fort, Mumbai - 400 001.
151ANNEXURE I
ANNEXURE TO THE STATEMENT OF POSSIBLE TAX BENEFITS AVAILABLE TO THE COMPANY,
ITS SHAREHOLDERS, AND ITS MATERIAL SUBSIDIARIES UNDER THE APPLICABLE DIRECT TAX
LAWS IN INDIA
Taxation aspects relating to eligible securities
A. Key taxation aspects applicable to the Company
Corporate rate of tax
The tax rate structure has been divided into 2 regimes for corporate taxpayers — while the old regime remains as it
is, wherein corporate income is taxed at 30% / 25% respectively; the new regime provides for a lower tax rate of 22%
as discussed in the later paragraphs.
The surcharge on Income tax is 7%, if the total income exceeds ₹1 Crore and, 12% if the total income exceeds ₹10
crores under the old tax regime. The said surcharge is levied at 10% if the Company has opted for the new tax regime.
Health & Education cess (H&EC) is 4% on tax and surcharge, both under the old and new tax regime.
Minimum Alternate Tax (“MAT”) is imposed at 15% (plus the surcharge and H&EC) on the adjusted book profits of
Companies whose tax liability under normal provisions of Act is less than 15% of their book profits. Corporate
taxpayers who have opted for the new tax regime with reduced tax rate have been exempted from provisions of MAT.
Dividend Income
Any income by way of dividends referred to in Section 115-O (3) of the Act (i.e. dividends declared, distributed or
paid by domestic companies on or after April 1, 2020) received on the investment made by Investor/ Shareholders in
the Company is taxable in the hands of Investors/ Shareholders and the Company is not required to pay dividend
distribution tax on the same. However, such dividend payments by the Company would be subject to withholding tax
provisions as per the Act.
Domestic Companies to pay tax on Dividends received
Domestic Companies to pay tax on Dividends received from Domestic Companies, LLPs, Trusts, etc. to pay tax on
dividends received under Income from other sources as per the tax rate applicable to such entities
• However, if the recipient domestic company distributes dividend to another person on or before 1 month prior
to the due date of furnishing the return of income, then such original recipient will get deduction to the extent
of dividend so distributed as per section 80M of the Act.
• Only interest expense is allowed as a deduction up to 20% of the dividend income.
B. Taxation aspects relating to eligible securities applicable to Shareholders
1. Resident Shareholders
Dividend Income
Dividend income earned by the shareholders would be taxable in their hands at the applicable rates. However, in case
of domestic corporate shareholders, deduction under Section 80M of the Act would be available on fulfilling the
conditions (as discussed above). Further, in case of shareholders who are individuals, Hindu Undivided Family,
Association of Persons, Body of Individuals, whether incorporated or not and every artificial juridical person,
surcharge on such tax would be restricted to 15%, irrespective of the amount of total income.
Taxability of gain/ loss arising from sale of shares
Long-term capital gain
Under section 10(38) of the Act, LTCG up to March 31, 2018 arising to a shareholder on transfer of equity shares
would be exempt from tax where the sale transaction has been entered into on a recognised stock exchange of India
and is chargeable to STT.
152The Finance Act, 2018 has terminated the exemption granted under section 10(38) of the Act to LTCG arising on
transfer of listed equity shares or units of equity oriented mutual funds or units of business trusts by introduction of
section 112A in the Act and provided that long-term capital gains arising from transfer of long-term capital asset
referred to in section 112A of the Act will be liable to tax at the rate of 12.50% on such capital gain exceeding ₹ 1.25
lakh for transfers taking place on or after 23rd day of July, 2024.
As per section 112A of the Act, the concessional rate of 12.50% (plus applicable surcharge and health and education
cess) shall be available only if STT has been paid on both acquisition and transfer of equity shares and STT has been
paid on transfer in case of units of equity-oriented mutual funds or units of business trust. As per section 112A(4) of
the Act, the Central Government by notification in the official gazette shall specify the modes of acquisition of equity
shares which shall be exempt from the condition of payment of STT. The CBDT came out with the final notification,
dated 01 October 2018, identical to draft notification, barring few additions. The final notification has specified that
the requirement to pay STT will not apply to (1) share acquisitions undertaken prior to October 1, 2004, (2) share
acquisitions undertaken on or after October 1, 2004, subject to certain exceptions.
LTCG arising from transfer of capital assets on which STT is not paid and other than those covered by section 112A,
will be taxable at 12.50%. For individuals, Hindu Undivided Family (HUF), AOP and BOI, the rate of surcharge is
capped at 15%.
Short-term capital gain
As per section 111A of the Act, STCG arising on transfer of equity share or units of an equity-oriented fund or units
of a business trust would be taxable at a rate of 20% (plus applicable surcharge and health and education cess) where
such transaction of sale is entered on a recognised stock exchange in India and is chargeable to STT. Further, as per
second proviso to section 111A of the Act, the requirement of a transfer being chargeable to STT is not applicable to:
• Transactions undertaken on a recognized stock exchange located in International Financial Services Centre; and
• The consideration for such transactions is payable in foreign currency.
STCG arising from transfer of capital assets, other than those covered by section 111A of the Act, would be subject
to tax as calculated under the normal provisions of the Act. STCG arising from transfer of capital assets, other than
those covered by section 111A of the Act and on which STT is not paid at the time of transfer, would be subject to
tax as calculated under the normal provisions of the Act. No deduction under Chapter VIA of the Act shall be allowed
from such STCG. For individuals, HUF, AOP and BOI, the rate of surcharge is capped at 15%.
Notes:
1. Eligible securities refer to issue of equity shares.
2. The above Statement sets out the provisions of Taxation laws in a summary manner only and is not a complete
analysis or listing of all potential tax consequences of the purchase, ownership and disposal of shares.
3. This statement is intended only to provide general information to the investors and is neither designed nor
intended to be a substitute for professional tax advice. In view of the individual nature of tax consequences, each
investor is advised to consult his/her own tax advisor with respect to specific tax consequences of his/her investment
in the shares of the Company.
4. In respect of non-residents, the tax rates and the consequent taxation mentioned above shall be further subject
to any benefits available under the Double Taxation Avoidance Agreement, if any, between India and the
country/specified territory (outside India) in which the non-resident has fiscal domicile and in view of the individual
nature of tax consequence, each investor is advised to consult his/ her own tax adviser with respect to specific tax
consequences of his/ her participation in the scheme.
5. No assurance is given that the revenue authorities/courts will concur with the views expressed herein. Our views
are based on the existing provisions of law and its interpretation, which are subject to changes from time to time. We
do not assume responsibility to update the views consequent to such changes.
For Dev Accelerator Limited
Parthiv Panchal
Jt. Chief Financial Officer
Place: Ahmedabad
Date:
153ANNEXURE II
ANNEXURE TO THE STATEMENT OF POSSIBLE TAX BENEFITS AVAILABLE TO THE COMPANY,
ITS SHAREHOLDERS AND ITS MATERIAL SUBSIDIARIES UNDER THE APPLICABLE INDIRECT
TAX LAWS IN INDIA
Benefits available to the company and the Shareholders of the Company under the Central Goods and Services Tax
Act, 2017, Integrated Goods and Services Tax Act, 2017, respective State Goods and Services Tax Act, 2017, Goods
and Services Tax (Compensation to States) Act, 2017, Custom Act, 1962, customs Tariff Act, 1975 as amended,
including the relevant rules, notifications and circulars issued there under, the Foreign Trade (Development and
Regulation) Act, 1992 (read with Foreign Trade Policy 2015-20) are as under (collectively referred to as “Indirect
Tax Regulations”).
1. Special tax benefits available to the Company under the Indirect Tax Laws
There are no special indirect tax benefits available to the Company.
2. Special Tax Benefits available to the Shareholders of the Company under the Indirect Tax Laws
The shareholders of the Company are not required to discharge any GST on transaction in securities of the Company.
Securities are excluded from the definition of Goods as defined u/s 2(52) of the Central Goods and Services Tax Act,
2017 as well from the definition of Services as defined u/s 2(102) of the Central Goods and Services Tax Act, 2017.
Apart from above, the shareholders of the Company are not eligible to special tax benefits under the provisions of the
Customs Tariff Act, 1975 and/or Central Goods Services Tax Act, 2017, Integrated Goods and Services Tax Act,
2017, respective Union Territory Goods and Services Tax Act, 2017 respective State Goods and Services Tax Act,
2017, Goods and Services Tax (Compensation to States) Act, 2017 including the relevant rules, notifications and
circulars issued there under as well as the Foreign Trade (Development and Regulation) Act, 1992 (read with Foreign
Trade Policy 2015-20).
Note:
1. These special tax benefits are dependent on the Company or its shareholders fulfilling the conditions prescribed
under the relevant provisions of the Indirect Tax Regulations. Hence, the ability of the Company or its shareholders
to derive the tax benefits is dependent upon fulfilling such conditions, which based on the business imperatives, the
Company or its shareholders may or may not choose to fulfil.
2. The special tax benefits discussed in the Statement are not exhaustive and is only intended to provide general
information to the investors and hence, is neither designed nor intended to be a substitute for a professional tax advice.
In view of the individual nature of the tax consequences aid the changing tax laws, each investor is advised to consult
his or her own tax consultant with respect to the specific tax implications arising out of their participation in the issue.
3. The Statement has been prepared on the basis that the shares of the Company are listed on a recognized stock
exchange in India and the Company will be issuing shares.
4. The Statement is prepared on the basis of information available with the Management of the Company and there is
no assurance that:
i. The Company or its shareholders will continue to obtain these benefits in future;
ii. The conditions prescribed for availing the benefits have been/ would be met with; and
iii. The revenue authorities/courts will concur with the view expressed herein.
5. The above views are basis the existing provisions of law and its interpretation, which are subject to change from
time to time.
For Dev Accelerator Limited
Parthiv Panchal
Jt. Chief Financial Officer
Place: Ahmedabad
Date:
154SECTION IV-ABOUT OUR COMPANY
INDUSTRY OVERVIEW
Chapter 1: Overview of the Global Economy
1.1 Introduction
The global economy currently navigates a complex landscape marked by significant policy shifts and heightened
uncertainties. Following a period of unprecedented shocks, global growth remained stable yet somewhat subdued through
2024. However, the macroeconomic environment has evolved considerably, primarily influenced by newly imposed trade
measures and subsequent responses. These developments have substantially increased uncertainty, introducing a notable
negative shock to global growth prospects. This unpredictable trade landscape, coupled with existing domestic
imbalances and policy gaps across various economies, tests the resilience of the global system. While inflation has
generally declined from multi-decade highs, disinflation has recently stalled in some regions, with more countries
exceeding inflation targets. Labour markets, though largely normalized, are showing signs of slowing. The confluence of
escalating trade tensions, persistent policy uncertainty, and lingering domestic vulnerabilities necessitates a careful
assessment of the global macroeconomic situation.
1.2 GDP Growth: Trends and Outlook
On a year-on-year basis, the global growth rate bottomed out at 2.3% at the end of 20221. In 2023, growth recovered to
3.3%, despite challenges such as tighter financial conditions and the ongoing conflicts in Ukraine and the Middle East.
However, the resilience of the global economy was not universal. The United States experienced robust growth driven
by strong household consumption and unexpectedly expansionary fiscal policy, as did many large emerging-market
economies. On the other hand, several advanced economies, especially in Europe, and low-income countries experienced
weakened growth. In 2024, global growth stands at 3.3%, according to IMF estimates.
Looking ahead, global growth is projected to fall from 3.3% in 2024 to 2.8% in 2025, before recovering to 3.0% in 2026.
This outlook is subject to significant downside risks, including potential escalation of trade measures, prolonged policy
uncertainty, financial market volatility, and rising long-term interest rates. The growth impact of tariffs is expected to
vary across countries, depending on trade relationships, industry compositions, policy responses, and opportunities for
trade diversification.
Notably, India's growth is projected to remain relatively more stable at 6.2% in 2025 and 6.3% in 2026. This divergence
from broader global trends highlights the potential for dynamic emerging markets to become engines of global growth.
1 Source: IMF World Economic Outlook Database
155Figure 1.1: Gross Domestic Product, constant prices; percentage change
World Output
AEs
United States
Euro Area
United Kingdom
Canada
Japan
EMDEs
6.5
India 6.2
6.3
China
Russia
Brazil
South Africa
- 1.0 2.0 3.0 4.0 5.0 6.0 7.0
2024 2025F 2026F
Source: MoSPI, IMF World Economic Outlook Database
Note: For India, data and forecasts are presented on a fiscal year basis, 2024 refers to FY 2024-25 and so on; For others, data and
forecasts are on a calendar year basis
AEs – Advanced Economies; EMDEs – Emerging Market and Developing Economies
1.3 Inflation: Trends and Outlook
Global headline inflation has declined from an annual average of 6.6% in 2023 to 5.7% in 2024 and further projected to
decrease to 4.3% in 2025. In 2024, the global decline in inflation is primarily influenced by a broad-based reduction in
global core inflation. This stands in contrast to 2023, where core inflation only slightly decreased on an annual average
basis, while the decline in headline inflation was mainly driven by lower fuel and food price inflation.
Regarding India’s inflation outlook, headline inflation is expected to decline further and move below RBI’s medium-
term target of 4%. CPI inflation for FY 2025-26 is forecasted at 3.7%. The inflation outlook stays favourable, underpinned
by subdued oil prices and abundant crop yields. Notably, recent surveys indicate a downward shift in household inflation
expectations, further reinforcing the positive trend in price stability.
156Figure 1.2: Headline inflation, average consumer prices; percentage change
12.0
10.0
8.0
6.0
4.0 3.6 3.7
2.0
-
2017 2018 2019 2020 2021 2022 2023 2024 2025F
World AEs EMDEs India
Source: IMF World Economic Outlook Database; RBI
Note: For India, data and forecasts are presented on a fiscal year basis, 2017 refers to FY 2017-18 and so on; For others, data and
forecasts are on a calendar year basis
AEs – Advanced Economies; EMDEs – Emerging Market and Developing Economies
1.4 Risks to the Outlook
As the global economy continues to recover from the unprecedented impact of multiple overlapping shocks, it is crucial
to analyse the potential risks that lie ahead. While downside risks persist, the current environment presents opportunities
for further favourable surprises that can potentially propel global economic recovery to new heights. Overall, risks to the
global economic landscape have diminished since last year, resulting in a more balanced distribution of possible outcomes
around the baseline global growth projection. With inflationary pressures abating faster than anticipated in many
countries, risks to the inflation outlook are also broadly balanced. In this dynamic landscape, governments, policymakers,
and businesses must remain vigilant in addressing downside risks while capitalizing on upside prospects.
Downside Risks
Escalation of trade tensions and protectionism: Increased trade barriers and policy uncertainty present a significant risk.
Further escalation of trade tensions, including retaliatory measures, could lead to a more significant slowdown in global
growth, disrupt supply chains, and increase inflation. An increase in US bilateral tariffs could lower global output.
Financial instability and tighter financial conditions: There is a risk of abrupt repricing of assets, sharp adjustments in
foreign exchange rates, and capital outflows, especially for emerging markets and developing economies with high debt
levels. Higher or more persistent inflation could lead to tighter monetary policy, increasing borrowing costs and
potentially triggering financial stress. Risks are also associated with historically elevated equity valuations and the
leveraged investment strategies of non-bank financial intermediaries.
Geopolitical tensions and conflict: Worsening geopolitical stress and conflicts in various parts of the world could lead
to lasting output losses, particularly in emerging market and developing economies. Such events can disrupt economic
activity, increase uncertainty, and weaken investor confidence. A broader regional conflict could result in economic
contraction and wider fiscal deficits.
Weaker-than-expected growth in major economies and spillovers: A marked slowdown in major economies would
have sizable adverse spillovers to the rest of the world through trade, financial, and commodity market channels. A
decrease in U.S. growth could significantly impact output in other economies.
Upside Drivers
Resolution of trade tensions and new trade agreements: A de-escalation of trade tensions and the establishment of
new trade agreements that lower tariffs and reduce uncertainty could significantly boost global growth and investment.
Agreements that lower tariffs could increase global growth. Non-discriminatory agreements covering digital and services
trade could also facilitate broad-based gains.
157Productivity gains from technological adoption, especially ai: The adoption of new technologies, particularly artificial
intelligence (AI), could lead to stronger-than-anticipated investment and productivity growth. The integration of AI
technologies has the potential for knowledge spillovers across industries and regions, fostering innovation and driving
down costs globally.
Stronger-than-expected fiscal support: A synchronous loosening of fiscal policy in several large economies could
mitigate downward pressures on demand. Higher defence and infrastructure spending in large economies could generate
a significant upturn.
Increased resilience and use of household savings: A stronger-than-expected use of accumulated household savings
could strengthen private consumption. Additionally, the global economy could prove more resilient to shocks than
anticipated, as it has in recent years.
Chapter 2: Overview of the Indian Economy
2.1 Introduction
India stands as the most populous country in the world with an estimated population of 1.45 billion people2. Over its
extensive history spanning thousands of years, India has undergone significant transformation to emerge as a highly
dynamic and diverse economic force. India's economy exhibits remarkable growth, positioning it among the fastest-
growing economies worldwide. This success can be attributed to a range of factors, including its diverse population,
robust domestic consumption, strategic geographical location, skilled workforce, and thriving entrepreneurial ecosystem.
Currently, India is the world's fifth-largest economy in terms of nominal gross domestic product (GDP). Looking to the
future, it is projected that within the next four years, India will surpass both Germany and Japan to become the world's
third largest economy. This underscores the significant growth potential and undeniable momentum of India's economy.
Figure 2.1: GDP 2024, current prices (USD bn)
3rd
US 29,185
2028
China 18,748
4th
Germany 4,659
2025
Japan 4,026
5th
India 3,824 2022
UK 3,645
6th
2019
France 3,162
Italy 2,372
7th
2015
Canada 2,241
Brazil 2,171
10th
2012
Source: IMF World Economic Outlook Database; RBI
Note: For India, data and forecasts are presented on a fiscal year basis, 2024 refers to FY 2024-25
2Source: UN World Population Prospects
1582.2 Trends in Key Economic Indicators
GDP Growth
The Indian economy faced significant challenges when the COVID-19 pandemic hit in 2020, leading to a 5.8% GDP
contraction in FY 2020-21. However, it demonstrated remarkable resilience in subsequent years, surpassing pre-
pandemic levels and maintaining its position as the fastest-growing major economy globally. In FY 2023-24, real GDP
grew by 9.2% year-on-year, driven by government capital expenditure and strong private consumption. In FY 2024-25,
the Indian economy continues to demonstrate resilience amid global headwinds.
The country has managed to navigate challenges such as trade tensions and global uncertainty better than many of its
peers. Looking ahead, India is expected to maintain its position as one of the fastest-growing major economies in the
world. India's growth outlook remains relatively stable, with GDP growth projected at 6.2% in FY 2025-26 and 6.3% in
FY 2026-27. This forecast, while positive, represents a slight moderation from the current year and is lower than previous
projections due to heightened levels of trade tensions and global uncertainty.
Figure 2.2: Real annual GDP growth
9.7%
9.2%
8.0% 8.3%
7.6%
6.8%
6.5% 6.5% 6.2% 6.3%
3.9%
2015-16 2016-17 2017-18 2018-19 2019-20 2020-21 2021-22 2022-23 2023-24 2024-25 2025-26F 2026-27F
Impactof the
pandemic
-5.8%
Source: MoSPI, IMF World Economic Outlook Database
Note: FY 2024-25 figures are provisional estimates
Contribution of Services Sector to GDP Growth
The services sector, also known as the tertiary sector, is a pivotal driver of India's GDP, consistently contributing over
50% to the country's Gross Value Added (GVA). It not only holds dominance in India's GDP but also attracts significant
foreign investments, makes substantial contributions to exports, and generates widespread employment.
India's services exports have significantly expanded their global presence, with the country's share in global services
exports more than doubling to 4.3% in 2023 from 1.9% in 2005. India ranks as the world's second-largest exporter in
'Telecommunications, Computer, & Information Services', commanding 10.2% of the global market. This reflects India's
strong position in IT outsourcing, software development, and digital services. In the 'Other Business Services' sector,
India holds 7.2% of the world share, ranking third globally, driven by its expertise in professional and consulting services.
The substantial growth in exports of telecommunication, computer, and information services, along with other business
services, underscores India's status as a preferred destination for Global Capability Centres (GCCs). These GCCs have
evolved from basic business process outsourcing units to managing high-value, mission-critical operations.
159Figure 2.3: Contribution of different sectors to GVA, constant prices
104.9 113.3 120.3 127.3 132.4 126.9 138.8 148.8 161.5 171.9
53% 53% 53% 54% 55% 53% 53% 54% 55% 55%
29% 28% 29% 29% 27% 28% 29% 28% 29% 29%
18% 18% 18% 17% 17% 19% 18% 18% 17% 16%
2015-16 2016-17 2017-18 2018-19 2019-20 2020-21 2021-22 2022-23 2023-24 2024-25
Primary Secondary Tertiary Gross Value Added (GVA), INR trillion
Source: NSO, MoSPI
Inflation
In FY 2024-25, India’s inflationary landscape has unfolded in different phases. The fiscal year began on a positive note.
Retail inflation, as measured by the Consumer Price Index (CPI) held steady at 4.8% in April and May. However, June
saw a slight uptick to 5.1%, primarily due to a sharp increase in food prices that outweighed the favourable base effects.
July marked the onset of the second phase, characterized by a statistical windfall. Despite persistent price pressures across
food and core categories, substantial favourable base effects led to a significant 1.5 percentage point reduction in headline
CPI inflation, bringing it down to 3.6%. August witnessed a marginal increase of 5 basis points, pushing inflation to
~3.7%, solely attributable to base effects, as the overall price index remained static. The third phase began with a sharp
and unexpected increase in inflation. September saw a jump to 5.5%, followed by a further rise to 6.2% in October. This
surge was primarily driven by an unanticipated spike in food prices. Even core inflation, which had been subdued,
registered an uptick in October. Since October, inflationary pressures have continued to ease, with March 2025 marking
the fifth consecutive month of decline. The headline rate dipped to 3.3% from 3.6% in February, largely attributable to a
slowdown in food price increases, particularly in the vegetable category.
The RBI projects CPI inflation for FY 2025-26 at 3.7%, with quarterly projections ranging from 2.9% to 4.4%. The
inflation outlook stays favourable, underpinned by subdued oil prices and abundant crop yields. Notably, recent surveys
indicate a downward shift in household inflation expectations, further reinforcing the positive trend in price stability.
While the outlook has turned decisively positive, concerns on lingering global market uncertainties and recurrence of
adverse weather-related supply disruptions pose upside risks to the inflation trajectory.
Figure 2.4: CPI inflation
6.7%
6.1%
5.5% 5.4%
4.9% 4.5% 4.8% 4.6%
3.6% 3.4% 3.7%
2015-16 2016-17 2017-18 2018-19 2019-20 2020-21 2021-22 2022-23 2023-24 2024-25 2025-26F
Source: MoSPI, RBI
160Repo Rate
Headline inflation continues to follow a disinflationary trajectory, benefitting from both monetary policy actions and
supply-side developments. Having implemented a cumulative rate hike of 250 basis points between May 2022 and
February 2023, the Monetary Policy Committee (MPC) decided to keep the policy repo rate unchanged throughout 2024.
In 2025, the Reserve Bank of India's has cut the repo rate by a cumulative 100 basis points, marking a bold move in the
face of global economic headwinds. This decisive action amid global trade uncertainties signals a powerful commitment
to economic revival. The move is a clear vote of confidence in India's economic resilience, aiming to reignite
consumption, investment, and improve consumer sentiments in a challenging global landscape.
Figure 2.5: Repo Rate
10.0%
8.0%
7.7% 6.5%
5.5%
6.0%
4.0%
2.0%
0.0%
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
Source: RBI
Foreign Direct Investment
India has successfully maintained its appeal as a prime destination for long-term foreign capital investments, benefitting
from a consistent inflow of Foreign Direct Investment (FDI) in recent years. Notably, equity inflows reached a pinnacle
of INR 442,569 crores in FY 2020-21. While many countries experienced declining FDI during the pandemic, India saw
record-high foreign investments in its computer services sector. The country was strategically positioned to meet the
surging demand for outsourced IT and business services from nations grappling with lockdown measures. FDI in India
moderated from its peak in FY 2022-23, primarily due to the adverse impact of the Ukraine conflict and the subsequent
intensification of geoeconomic fragmentation. However, FDI equity inflows in FY 2023-24 remained stable, mirroring
the levels of the previous fiscal year. Remarkably, FY 2024-25 saw a growth of 15% compared to 2023-24, underscoring
continued investor confidence in India's economic landscape despite external geopolitical challenges.
Figure 2.6: FDI equity inflows, INR billion
4,42,569 4,37,188
4,21,929
3,67,435 3,67,899
3,53,558
3,09,867
2,91,696 2,88,889
2,62,322
2015-16 2016-17 2017-18 2018-19 2019-20 2020-21 2021-22 2022-23 2023-24 2024-25
Source: DPIIT
Exchange Rate
In FY 2024-25, the Indian Rupee experienced fluctuations against the US Dollar, ranging from 83.4 to 87.6 INR per
USD. The overall trend showed a depreciation bias until early March 2025, primarily due to the broad-based
strengthening of the USD amid geopolitical tensions and disruptions in global trade. However, the trend reversed in the
last few weeks, with the rupee appreciating against the dollar. This turnaround was supported by a combination of
161favourable global and domestic factors. A decline in the US dollar index, signs of a weakening US economy, and
sustained portfolio inflows into Indian markets contributed to the rupee's strength. Additionally, improved investor
sentiment toward emerging markets, driven by optimism surrounding a potential easing in trade tensions, encouraged
capital inflows into India, further supporting the rupee's appreciation.
Figure 2.7: Exchange rate of the Indian Rupee vis-à-vis the USD (monthly average)
100
84.6
80 66.4
60
40
20
0
r t r t r t r t r t r t r t r t r t r
p c p c p c p c p c p c p c p c p c p
A O A O A O A O A O A O A O A O A O A
- 6 - 6 - 7 - 7 - 8 - 8 - 9 - 9 - 0 - 0 - 1 - 1 - 2 - 2 - 3 - 3 - 4 - 4 - 5
1 1 1 1 1 1 1 1 2 2 2 2 2 2 2 2 2 2 2
0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2
Source: RBI
Consumer Confidence
RBI’s Consumer Confidence Survey (CCS) collects current perceptions (vis-à-vis a year ago) and one year ahead
expectations of households on general economic situation, employment scenario, overall price situation, own income and
spending across nineteen major cities. Consumer confidence as reflected in the CSI (Current Situation Index) was at its
lowest in July 2021. Since then, CSI has been on a path of recovery and stands at 95.5 in March 2025. For the year ahead,
households expect further improvement across parameters like general economic situation, employment prospects and
income conditions as reflected in the FEI (Future Expectations Index), which stood at 122.4 in March 2025.
Figure 2.8: Consumer Confidence Indices
150
122.4
100
95.5
50
0
5 5 5 6 6 6 7 7 7 8 8 8 9 9 9 0 0 0 1 1 1 2 2 2 3 3 3 4 4 4 5
1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2
-r
a
-lu -v
o
-r
a
-lu -v
o
-r
a
-lu -v
o
-r
a
-lu -v
o
-r
a
-lu -v
o
-r
a
-lu -v
o
-r
a
-lu -v
o
-r
a
-lu -v
o
-r
a
-lu -v
o
-r
a
-lu -v
o
-r
a
M J N M J N M J N M J N M J N M J N M J N M J N M J N M J N M
CSI FEI
Source: RBI
Note: CSI and FEI are compiled based on net responses on the economic situation, income, spending, employment, and the price level
for the current period (as compared with one year ago) and a year ahead, respectively. CSI and FEI = 100 + Average of Net Responses
of the above parameters
2.3 Conclusion
The global economic landscape is in flux, with recent trade tensions introducing new uncertainties and potential obstacles
to growth and inflation worldwide. Despite this, India's economic outlook remains relatively robust. The National
Statistics Office has estimated real GDP growth for FY 2024-25 at 6.5%. Domestic growth drivers have played a crucial
role in supporting economic expansion, even amid uncertain global economic conditions. Looking ahead, sustained rural
demand, anticipated urban consumption revival, increased government capital expenditure, higher capacity utilization,
and healthy corporate and bank balance sheets are expected to support growth. While merchandise exports face challenges
from global uncertainties, services exports are expected to remain resilient. However, headwinds from global trade
disruptions pose downward risks. Taking these factors into consideration, real GDP growth for 2025-26 is projected at
1626.3%. Moreover, the long-term outlook of the Indian economy remains optimistic, driven by factors such as its expanding
middle class, expected growth in working-age population, competitive unit labour costs, planned infrastructure
augmentation, and healthy savings and investment rates.
Real estate has accounted for over 7% of the overall Gross Value Added (GVA) in the past decade, underscoring its
integral role in the economy. Following two challenging years of pandemic-related lockdowns and economic instability,
the real estate sector has undergone a robust recovery. Several factors have contributed to the sector's growth, including
rapid urbanization, rising income levels, enabling government reforms, a growing tech sector, and improved credit
availability for developers.
Furthermore, the inflation outlook has turned decisively positive, which has afforded the RBI leeway to reduce the repo
rate by 100 basis points, demonstrating a powerful commitment to economic revival. Additionally, consumer confidence
has continued to improve from its all-time low registered in July 2021. These promising indicators signal favourable
conditions for the real estate sector to thrive and expand in the coming years.
Chapter 3: Drivers of India’s Office Real Estate Market
3.1 Demographic Advantage
According to recent estimates from the United Nations, India has surpassed China to become the world’s most populous
country. It is projected that the country’s population will reach it peak size around 2064 and then decline gradually.
Notably, India continues to maintain its status as one of the youngest nations globally, with a median age of 28.6 years
and 42% of the population below the age of 25. A young working population with higher disposable incomes will play a
crucial role in boosting economic output and giving India an edge in its technology and innovation journey.
Additionally, population ageing is unfolding at a slower pace in India over an extended period. At present, the number
of adults aged 25-64 in India exceeds the number of children and youth under the age of 25 by around 20%. The working-
age population is expected to continue growing both in quantity and proportion to the total population until the middle
of the century, ensuring a continuing positive contribution of demographic change to per capita economic growth. The
development and well-being of this population holds the key to unleashing India's demographic dividend. Achieving this
relies critically on investments in the education and health of the youth. Additionally, it requires implementing policies
that foster equal opportunities for women and girls.
Figure 3.1 Population distribution by age, 2024
80+
70-74
60-64
50-54
40-44
30-34
20-24
10-14
0-4
10% 8% 6% 4% 2% 0% 2% 4% 6% 8% 10%
Female Male
Source: UN World Population Prospects
3.2 Increasing Urbanization
India has witnessed remarkable urban progress and is projected to have one of the largest urban populations in the world
163in 2024, at ~532 million. The country sees nearly 20 million individuals migrating from rural to urban areas annually,
combined with intrinsic population growth inside urban areas.
According to the 2011 Census, the urban share of India's population stood at around 31%. Estimates for 2024 indicate an
increase to approximately 36.9%, with UNDP (United Nations Development Programme) projections suggesting that the
percentage of urban dwellers will surpass that of rural dwellers by 2046. By 2050, it is anticipated that more than 880 mn
people will reside in urban areas in India. This rapid urbanization will consequently fuel the demand for real estate across
all asset classes.
Figure 3.2: Annual percentage of population residing in urban area
52.8%
46.4%
40.1%
32.8% 33.2% 33.6% 34.0% 34.5% 34.9% 35.4% 35.9% 36.4% 36.9%
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2030F 2040F 2050F
Source: UN World Urbanization Prospects
3.3 Enabling Government Reforms
The last couple of decades have witnessed a measured march towards transparency, governance, and financial discipline
in India’s real estate market. The transformation of the sector has been driven by a confluence of factors, with
technological advancements, a maturing investment landscape and regulatory reforms like RERA, GST and REITs
playing a pivotal role.
Figure 3.3: Key reforms within the real estate sector
2017
GST; infra status to
logistics & affordable
housing 2022
Infra status to Data
2015 Centers; National
Relaxation of FDI Logistics Policy
norms; Housing for
All & Credit Linked 2024
Subsidy Scheme SM REIT regulations
notified
200 201 2020
0 0
2014
Securities and
2005
Exchange Board 2023
RE opens to FDI; SEZ
of India (SEBI) Special Economic
Act passed
Notifies REIT Zones (Fifth
Guidelines Amendment) Rules,
2016
2023
RERA; Benami Transactions
(Prohibition) Amendment Act;
Insolvency and Bankruptcy Code;
164 DemonetizationListed below are a few noteworthy measures and government initiatives that have had or are expected to have a substantial
impact on the real estate sector in India.
Real Estate (Regulation and Development) Act, 2016
For several decades, the real estate sector in India lacked a centralized statute to regulate and govern its operations.
Matters related to real estate projects, land, and transfer of ownership were under the purview of state governments.
However, increasing instances of project delays and rising consumer complaints necessitated the establishment of an
independent regulatory body for the sector. In 2016, the Central Government introduced the Real Estate (Regulation and
Development) Act, as the first comprehensive central statute governing the real estate industry.
The primary objective was to foster the growth of the real estate sector by creating a level playing field for all stakeholders
and fostering an environment of trust, accountability, transparency, credibility, and efficiency. The introduction of Real
Estate Regulatory Authority (RERA) has led to a systemic transformation in the real estate sector. Unorganized players,
including fly-by-night developers, have struggled to comply with the strict regulations imposed by RERA. Consequently,
there has been an increase in industry consolidation, with smaller developers, lacking sound corporate governance and
financial management practices, partnering with larger developers through joint development ventures, development
management agreements, or the outright sale of land parcels.
Goods and Services Tax
GST was introduced in India on July 1, 2017, marking one of the most significant tax reforms in the country since
independence. Its core principle of "one nation, one tax, one market" aims to transform India's tax system. Prior to the
implementation of GST, the real estate sector faced the burden of numerous state and central taxes throughout the
construction process. These taxes varied across states, leading to ambiguity and confusion among stakeholders regarding
applicable rates. However, with the introduction of GST, these multiple taxes were streamlined and consolidated into a
uniform regime, providing clarity and simplicity for consumers in the real estate sector.
Insolvency and Bankruptcy Code, 2016
The Insolvency and Bankruptcy Code (IBC) was introduced by the government with the aim of consolidating and
amending the outdated regulations regarding insolvency and bankruptcy. Its objective is to enable better access to credit
and address the challenges posed by non-performing assets. The Indian real estate sector has faced significant challenges
such as non-performing assets and incomplete projects. The implementation of the IBC has brought about a time-bound
and unified insolvency process, providing investors with the opportunity to resolve issues related to unpaid assets and
outstanding dues.
FDI in real estate
The Government of India has implemented various initiatives to encourage foreign direct investments (FDI) in the real
estate sector. In 2005, the construction development sector was initially opened for 100% FDI through the automatic
route. Since then, the government has pursued efforts to further liberalize and streamline the FDI policy, aiming to attract
more foreign investments and foster growth in the real estate sector. In 2018, the FDI policy was relaxed to allow 100%
FDI under the automatic route in Single Brand product retail trading as well. These eased FDI policy norms have also
facilitated increased private equity (PE) inflows into the sector, generating significant momentum for its development.
Special Economic Zones (Fifth Amendment) Rules, 2023
The sunset clause withdrew direct tax holidays for units commencing operations in SEZs. Global tech firms did not prefer
SEZs, given significant compliance requirements without sufficient financial incentives. This led to a sharp drop in
leasing in IT / ITeS SEZs, especially in the past two years. As lease contracts expired, occupier exits piled up leading to
a substantial increase in vacancy.
The Central Government's notification of Rule 11B under the Special Economic Zones Rules, 2006 has paved the way
for floor-wise demarcation in the built-up area of an IT/ITeS SEZ as a Non-Processing Area (NPA). This demarcated
area may then be used for setting up and operation of IT/ITeS businesses. While some developers have already de-notified
under-construction SEZs and SEZ land parcels, this recent amendment is more focused on converting existing vacancies
in operational IT/ITeS SEZ office assets into ‘relevant space’ for IT/ITeS occupiers. The timely intervention is expected
to infuse relevant supply in core IT markets and breathe new life into the fading attractiveness of IT/ITeS SEZs.
1653.4 Emphasis on Infrastructure Upgradation
The infrastructure sector holds a critical position in propelling India's economic growth and overall development. As the
country steadily progresses towards attaining the status of a global economic powerhouse, the significance of having a
strong and well-developed infrastructure becomes increasingly evident. The government's dedication to this cause is
evident through various initiatives and substantial funds allocated to bolster the infrastructure sector.
National Infrastructure Pipeline
In 2020, India introduced the National Infrastructure Pipeline (NIP) with a vision of investing INR 111 trillion (USD 1.5
trillion) from 2020 to 2025. Public-Private Partnerships (PPPs) have been identified as a valuable mechanism to accelerate
infrastructure development and facilitate investments outlined in the NIP. Engaging the private sector promotes industry
competitiveness, allowing access to a broader talent pool and optimized resource utilization. Initially launched with 6,835
projects, the NIP has expanded to encompass over 14,100 projects spanning 61 sub-sectors, with a capital outlay of ~USD
2,400 billion.
PM Gati Shakti
In 2021, the government introduced the PM Gati Shakti National Master Plan (NMP) to consolidate the various
infrastructure schemes such as Bharatmala, Sagarmala, and UDAN under a unified digital platform. Integrated with the
GIS-enabled PM Gati Shakti platform, it enables streamlined planning, design, and monitoring of next-generation
infrastructure projects through a single portal. Consequently, there has been a significant expansion of roads, railways,
and waterways, while ports and airports have undergone substantial upgrades.
3.5 Institutional Investments in Real Estate
In 2024, the real estate sector in India witnessed a significant surge in institutional investments, with a total value
exceeding USD 8.8 billion spread across 78 deals. This figure stands as the highest on record and represents a significant
51% increase compared to the previous year, showcasing sustained investor confidence in India's growth story amidst
global uncertainties. The bolstered confidence can be attributed to progressive government initiatives that aim to augment
transparency and accountability within the real estate sector. Notably, these efforts have resulted in a prominent rise in
the proportion of investments coming from foreign institutional investors in recent years, with their contributions
accounting for an average share of ~74% over the past five years.
Figure 3.4: Institutional Investments in real estate, USD mn
8,878
4,825 5,952 5,797 5,431 5,034 5,151 5,878
4,373 4,011
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
Source: JLL Research
The office sector emerged as the frontrunner commanding ~44% of overall institutional investments from 2015 to 2024,
which translates to ~USD 25 billion. It was followed by the residential and warehousing sectors. Given the rapid growth
of data consumption, the digitization of the economy, the arrival of 5G technology, and the increasing focus on data
localization, there is a foreseen surge in demand for investments in data centers in the coming years. It is pertinent to note
the industry has witnessed a rising trend of portfolio-level investments as opposed to individual asset investments in
recent years. Moreover, investors are demonstrating a preference for development partnerships with selected developers,
which is driving consolidation in the market.
166Figure 3.5: Distribution of institutional investments across sectors
3%
3% 1% 1% 1%
6% 4% 10% 2% 8% 10% 7% Alternatives
9% 8% 15% 9% 2%
8% 23%
6% 6%
14% 13%
6% 8% Hotels
11%
3%
3%
29% 6% 10% 1%
18% 14%
Warehousing
20%
16%
66%
35%
71% 45% Mixed Use
27%
86%
Retail
57% 59%
53% 52%
34% 36% Residential
28%
22%
14%
Office
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
Source: JLL Research
Note: Alternatives include Data Centers, Student Housing, Co-Living, Senior Living, Hospitals, and others
3.6 China + 1 Strategy
Propelled by the economic initiatives of the Indian government, such as 'Make in India' and improvements in the ease of
doing business index, global giants are increasingly looking to invest in India. This has been further supported by rapid
infrastructure development and the government's efforts to position India as an attractive investment destination on the
world stage. To de-risk supply chain requirements and mitigate production challenges, many multinational companies
are adopting strategies like China+1 and Europe+1. This approach could potentially benefit India amongst other Southeast
Asian countries across various sectors. Furthermore, manufacturing firms are expected to create more R&D jobs in India
as it offers efficiencies in managing both research and production in the same geographical region. We are already
witnessing the impact of these initiatives with major companies like Apple setting up manufacturing units in India.
3.7 Availability of Skilled Labour at Competitive Costs
The rapid adoption of emerging technologies like cloud computing and artificial intelligence/machine learning has led to
an exponential increase in the demand for tech talent. India boasts one of the world's largest pools of STEM graduates,
positioning it as a major global player in producing highly skilled professionals. Furthermore, as the second-largest
English-speaking country globally, India offers an added advantage by providing a large talent pool with minimal
language barriers.
Additionally, one of India's key strengths is its highly competitive cost structure. There is a significant disparity between
salary costs in India and those in developed countries. This cost advantage attracts global tech companies to outsource
work to Indian BPOs and IT/ITeS companies, resulting in considerable cost savings. The heightened workflow and
increased demand for quality office space by these companies have a significant impact on driving the growth of the real
estate sector in India.
167Figure 3.6: Number of STEM enrolments across countries, 2023
Source: UNESCO Institute of Statistics, PayScale, JLL Research
Notes: Figures are estimated based on STEM enrolments across all levels of higher education
3.8 Growth of Tier 2 markets
Commercial office activity has been growing in Tier 2 cities driven by factors such as increase in remote working and
work from home concepts propelled by the COVID-19 pandemic, rising cost of real estate in Tier 1 cities, the availability
of a skilled workforce, infrastructure developments, and government initiatives. These cities offer cost-effective
alternatives for businesses without compromising on quality, attracting companies looking to reduce operational costs.
The expanding talent pool, coupled with improved infrastructure, has made Tier 2 cities more accessible and connected.
The government's focus on promoting investments in these cities through initiatives like Smart City projects further
enhances their attractiveness.
3.9 Growing Tech Sector
The journey of the Indian IT industry started with US-based companies beginning to outsource work to Indian-born tech
companies. The industry relied on cost arbitrage as its primary value proposition with organizations outsourcing back-
office functions and low-value tech development to India, driven by its low-cost talent pool. Ironically, it was during the
dot com bubble and the Y2K crisis3 that India’s IT industry received its biggest boost. India was able to leverage its
human capital to pitch in and ensure business continuity corporations around the globe. With increased visibility in the
international arena and improved confidence in solving complex problems, IT companies in India grew in terms of size
as well as scope of services offered. Indian firms became multinational companies with delivery centers across the globe.
The resultant trust established with companies across the globe laid the foundation for the growth of GCCs in India.
The tech industry in India has grown exponentially in the last two decades. Amid global geo-political tensions and
headwinds, India’s technology industry revenue (including hardware) is estimated to reach USD 283 billion in FY 2024-
25, a 3.8% year-on-year growth. Tech export revenues are poised to reach nearly USD 200 billion while the domestic
technology sector is expected to cross USD 54 billion. Despite the tough market conditions, the industry continues to be
a net hirer, taking the total employee base to 5.43 mn, a year-on-year growth of ~1%.
3 The dot-com bubble was a speculative frenzy of internet company investments that collapsed in 2000, coinciding with the Y2K crisis—
widespread fear that computer systems would malfunction when dates changed from 1999 to 2000, prompting massive global
preparation efforts that ultimately prevented major disruptions
168
U S A
3 .6 m n
B ra zil
1 .6 m n
U K
6 7 0 k
1 .2 m n
G e rm a n y
In d ia
C
1 1
h in a
.5 m n
1 3 .5 m n
3
9 5 0
5 0 k
k
A
J
9 7 0 k
P h ilip p in
u s tra lia
a
e
p
s
a n
Low talent cost High talent costFigure 3.7: IT-BPM industry revenue, USD billion
350+
269 283
245
227
143 154 167 177 191 196
2015-16 2016-17 2017-18 2018-19 2019-20 2020-21 2021-22 2022-23 2023-24 2024-25 2029-30F
Source: NASSCOM, JLL Research
Despite challenging market conditions, the industry remains a net hirer, expanding its total employee base to 5.8
million in FY 2024-25. The employee base is projected to surpass 6.5 mn by FY 2029-30.
Figure 3.8: IT-BPM Industry Headcount, million
6.5
5.1 5.4 5.7 5.8
3.7 3.9 4.0 4.1 4.4 4.7
2015-16 2016-17 2017-18 2018-19 2019-20 2020-21 2021-22 2022-23 2023-24 2024-25 2029-30F
Source: NASSCOM, JLL Research
3.10 Increasing Demand from Global Capability Centers
Global Capability Centers (GCCs) remain the biggest industry segment in terms of potential growth accounting for a
lion’s share of current active space requirements. The opportunity for entry of new GCCs remains significant with ~65%-
70% of the Global 500 companies (excluding India-headquartered firms) yet to leverage the India opportunity. The next
few years are likely to witness an accelerated increase in the number of GCC units in India as more companies attempt
to leverage India’s growth favouring ecosystem and the existing ones execute their expansion plans within the country.
India's proven credentials and trained workforce will ensure that it remains among the top innovation geographies. As
firms increasingly consider offshoring R&D work and utilizing GCCs as transformation hubs to drive business excellence
and organizational growth, India will continue to be a leading destination.
3.11 Expansion of Innovation Driven Businesses and Start-Ups
Over the past decade, the startup ecosystem in India has experienced exponential growth, driven by innovation,
substantial venture capital investments, and government support. The number of startups recognized by the Department
for Promotion of Industry and Internal Trade (DPIIT) increased from around 700 back in 2016 to over 181,000 as of June
2025.
Figure 3.9: Number of start-ups in India
181,000+
1,64,289
1,17,254
82,475
56,145
36,774
22,976
12,372
2018 2019 2020 2021 2022 2023 2024 Jun-25
Source: DPIIT, JLL Research
This remarkable growth has positioned India as the third-largest startup ecosystem in the world, which has yielded over
100 unicorn startups. The thriving startup ecosystem also presents opportunities for Global Capability Centers (GCCs)
169to leverage emerging technologies and evolving tech solutions. This enables them to tap into a digitally advanced
ecosystem for serving their global clients effectively. Furthermore, the surge in the number of startups in India has fuelled
the demand for flexible office spaces in recent years. Flexible space providers offer startups a convenient and ready-to-
use office space solution with low capital expenditure requirements. This allows startups to focus on their core operations
without the hassle of day-to-day facility management, vendor coordination, and the flexibility to scale their team as
needed.
Figure 3.10: Number of unicorn start-ups in India
117 120
109 111
87
42
30
23
2018 2019 2020 2021 2022 2023 2024 Jun-25
Source: Invest India, JLL Research
Chapter 4: Overview of India’s Office Markets
4.1 Top Seven Office Markets of India
Table 1: Overview of India’s top seven office markets
Bengaluru Chennai Delhi NCR Hyderabad Kolkata Mumbai Pune Overall
Grade A
Stock, mn sq
218.8 78.5 157.9 136.5 29.6 156.9 85.8 863.9
ft (March
2025)
Vacancy, %
11.4% 6.7% 21.4% 25.7% 16.2% 11.9% 15.6% 15.7%
(March 2025)
Average
Annual Net
Absorption,
9.6 3.2 6.3 6.8 1.0 5.7 3.4 36.1
mn sq ft
(2016 – March
2025)
Average
Annual New
Supply,
12.2 3.2 7.2 10.7 1.1 6.0 4.4 44.9
mn sq ft
(2016 – March
2025)
Average Rent,
INR/sq
95.5 73.7 86.9 73.8 67.2 143.6 81.5 94.9
ft/month
(March 2025)
Note: Figures are in Gross Floor Area (GFA) and include only Grade A stock. Gross Floor Area refers to all covered areas including
the thickness of external walls, common areas such as services areas and parking area.
Source: JLL Research, Q1 2025
170Introduction
India's office market has witnessed significant growth over the past two and half decades, establishing itself as a
prominent player in the global commercial real estate industry. The top seven markets* in India have experienced a
tremendous surge in Grade A office stock, growing over 14.5 times, from ~59.5 mn sq ft in 2004 to around 863.9 mn sq
ft as of March 2025. The rise of the business process outsourcing (BPO) industry in the early 2000s played a pivotal role
in attracting major multinational companies to set up operations in the country, subsequently kickstarting the
transformation of the office market. What was once a landscape of unorganised standalone buildings has now evolved
into Grade A commercial developments owned by reputed developers and institutional investors. Today, India's office
market presents a wide array of opportunities for companies seeking to expand their operations.
With its robust economy, abundant cost-effective talent pool, and favourable business environment, India has become an
attractive destination for both domestic and international companies looking to establish their presence in the country.
Looking ahead, the Grade A stock is projected to grow at a CAGR of ~6.7% between March 2025 and December 2027
to reach 1,033 mn sq ft.
Figure 4.1: Total Grade A office stock in India’s top seven markets, mn sq ft
19.6%
1100.0 1,033
973
915
900.0 854
810
763
712
670
700.0 633
580
545
516
479
500.0 439
408
373
341
291
300.0 248
200
153
117
85
60
100.0
-100.0
Source: JLL Research, Q1 2025
*Note: Top seven markets include Bengaluru, Chennai, Delhi NCR, Hyderabad, Kolkata, Mumbai, and Pune
Bengaluru emerges as the dominant force in India's office market with a Grade A office stock reaching around 218.8 mn
sq ft, making it the second-largest office market in the Asia-Pacific (APAC) region, only surpassed by Tokyo. Following
Bengaluru, Delhi NCR, Mumbai, and Hyderabad take the lead as the top office markets in India. Collectively, these
markets contribute ~78% of the total Grade A stock in India's top seven markets. With well-established infrastructure,
access to a highly skilled workforce, and flourishing business ecosystems, these cities offer optimal conditions for
companies seeking prime office spaces. Notably, Hyderabad has experienced the most rapid growth in Grade A stock
addition over the past five years.
171Figure 4.2: Distribution of Grade A office stock across India’s top seven markets, March 2025
Kolkata
Chennai
3.4%
9.1% Bengaluru
25.3%
Pune
9.9%
Hyderabad
15.8%
Delhi NCR
18.3%
Mumbai
18.2%
Source: JLL Research, Q1 2025
Classification of Office Stock
Based on quality
As of March 2025, ~56% of India's commercial office stock, totalling around 486.7 mn sq ft, belongs to the Grade A+
category. The upward trend in the share of Grade A+ stock is a result of the evolving nature of the sector and changing
preferences of occupiers. The demand for Grade A+ grade assets has led to an increased introduction of such properties
in the market.
Figure 4.3: Distribution of Grade A+ vs Grade A over the years, March 2025
100%
80%
52% 51% 49% 48% 47% 46% 45% 44% 44% 44%
e 60%
r
a
h
s
% 40%
48% 49% 51% 52% 53% 54% 55% 56% 56% 56%
20%
0%
2016 2017 2018 2019 2020 2021 2022 2023 2024 Q1 2025
Grade A+ Grade A
Source: JLL Research, Q1 2025
Note: Grade A+ stock has been identified based on project quality assessment, project age & upkeep, tenant quality, current rent and
rent growth, sustainability certifications and other relevant factors.
Based on Ownership
As of March 2025, ~32% of India’s Grade A office stock, aggregating to ~275.0 mn sq ft is institutionally (institutional
+ REIT) held. The remaining 588.9 mn sq ft is divided, with ~41.2% under non-institutional single ownership and the
rest being strata titled.
172Figure 4.4: Distribution of office stock based on ownership, March 2025
Strata Institutional
26.9% 21.1%
REIT
10.7%
Non-Institutional Single
41.2%
Source: JLL Research, Q1 2025
The southern markets of Bengaluru, Chennai, and Hyderabad account for ~55% of the total institutionally held stock.
Alongside cost competitiveness, a rise in institutionalization and a growing emphasis on sustainability is driving the
quality of commercial real estate sector in India. This has fostered the development of a strong ecosystem for the
sustainable growth of India's office market. It is worth noting that projects owned by institutional investors consistently
attract occupiers and consequently enjoy higher occupancy levels compared to strata-owned assets. This signifies the
preference for institutionally owned projects and highlights their role in shaping the success of India's office market.
Figure 4.5: Market-wise distribution of office stock based on ownership, March 2025
100%
8.1% 10.1%
90%
26.1% 27.3%
34.4%
80%
45.1%
70% 40.4%
60% 57.8% 77.0%
e 30.7%
r
a h s 50% 3.2% 34.3% 45.6%
%
40%
34.2%
12.6%
30%
11.8%
46.3% 12.8% 9.0%
20% 5.7%
11.1% 29.4%
10% 22.3% 18.5% 19.3% 10.8%
6.5% 9.6%
0%
Bengaluru Chennai Delhi NCR Hyderabad Kolkata Mumbai Pune
Institutional Owner REIT Non-Institutional Owner Strata
Source: JLL Research, Q1 2025
Based on Type
IT/ITeS SEZ space represents 21.9% of India’s Grade A office stock, translating to ~189.3 mn sq ft. The sunset clause
withdrew direct tax holidays for IT/ITeS SEZ units. The withdrawal of direct tax holidays for IT/ITeS SEZ units through
the sunset clause has had a significant impact on leasing activity. The imposition of compliance requirements without
corresponding financial benefits has resulted in a notable decrease in leasing activity within SEZ units. As lease contracts
expired, a surge in occupier exits occurred, leading to a significant rise in vacancy levels from ~10% in December 2020
to ~19% by end-2023. Post the denotification amendment, the vacancy has for the first time fallen to ~16% in March
2025. This now compares well with the high-quality IT/ITeS office assets across India’s top seven markets that maintain
a lower vacancy rate of ~13%. This discrepancy highlights the leasing potential that has arisen as SEZ spaces are being
denotified and designated as Non-Processing Areas (NPA), allowing for their usage in the establishment and operation
of businesses engaged in IT/ITeS activities.
173Figure 4.6: Distribution of office stock based on usage type, March 2025
SEZ
21.9%
Non
SEZ
78.1%
Source: JLL Research, Q1 2025
The SEZ spaces in India are primarily concentrated in the tech markets of Bengaluru, Chennai, Hyderabad, and Pune.
Together, these markets contribute nearly 80% of the total SEZ stock in the country.
Figure 4.7: Market-wise distribution of office stock based on usage type, March 2025
100%
80%
66%
72% 70% 73%
60%
e r 84% 86%
a 94%
h
s
% 40%
20%
34%
28% 30% 27%
16% 14%
6%
0%
Bengaluru Chennai Delhi NCR Hyderabad Kolkata Mumbai Pune
SEZ Non SEZ
Source: JLL Research, Q1 2025
Based on Green-Certification
Sustainability has become a top priority for businesses worldwide, with particular emphasis on achieving net zero carbon
(NZC) commitments. The built environment, responsible for nearly 40% of global carbon emissions is crucial for
reducing carbon emissions. Hence, ‘responsible real estate’ plays an important role in helping organisations achieve their
ambitious decarbonisation goals.
The Indian market is making significant strides towards sustainable real estate, as demonstrated by the growing presence
of green-certified office buildings. Notably, the penetration of green-certified office stock has increased from ~39% in
December 2020 to ~62% in March 2025. Also, it is pertinent to note that there is substantial evidence confirming that
green-certified assets command a rental premium of 10-20% over their non-certified counterparts.
174Figure 4.8: Green-certified office stock (mn sq ft), March 2025
534.8
264.0
2020 Q1 2025
Source: JLL Research, Q1 2025
Trends in Supply, Net Absorption and Vacancy
The office market in India has shown considerable vibrancy over the past few years, setting new benchmarks in 2019.
Net absorption across the top seven cities in India grew at a robust 52% Y-o-Y, reaching a historic high of ~48.3 mn sq
ft. At the same time, new supply grew at 51% Y-o-Y, crossing the 50 mn sq ft mark. The market was expected to continue
its upward trajectory in 2020. However, the COVID-19 pandemic and subsequent containment measures brought about
unprecedented challenges for the office sector in 2020. On a Y-o-Y basis, net absorption, and new supply in 2020 dipped
by 51% and 31% respectively.
In 2021, net absorption witnessed a marginal uptick, driven by an impressive Q4 leasing performance. The following
year, India’s office market made a full recovery as net absorption surpassed the four-year pre-pandemic average (2016-
2019). 2023 was another historic year for India’s office market as net absorption in India’s top seven markets breached
the 40 mn sq ft mark and stood at ~42.0 mn sq ft. This not only marked a new post-COVID milestone but also the second
highest annual absorption, trailing only the levels recorded in 2019. The resilient expansion-driven occupier activity is a
testament to the country’s quality talent pool and competitive costs. India office market has built on the gains through
the 2022-23 period as it remains the focal point of headcount addition and RE growth for global occupiers. It was
reiterated by the net absorption for 2024 hitting historic peak levels of ~50.0 mn sq ft. Q1 2025 saw net absorption jump
by 54% y-o-y on a pan-India basis to ~12.8 mn sq ft. The net absorption numbers for Q1 2025 were the highest among
all first quarters going back all the way to 2008.
India’s continued strength in terms of its talent pool, costs and overall tech ecosystem is a key driver for global firms to
invest into their RE growth with India as the focal point. Over the next three years, we anticipate that the market activity
seen in 2024 will become the new norm, with net absorption in each year from 2025 to 2027 expected to exceed that of
2024.
Figure 4.9: New supply, net absorption, and vacancy trends
100 20%
90
17.2% 17.2%
80 15.9% 16.2% 15.7% 15.8% 15.6% 15.6% 16%
70 14.1% 13.8%
tf q 60 13.2% 12.9% 12.6% 12% %
s n m n i a e rA 2345 0000 2 .7 3 2 .6 3 0 .9 2 5 .0 3 0 .5 3 7 .1 3 0 .3 5 3 .8 4 8 .6 3 8 .3 6 .2 4 1 .4 4 .0 5 9 .7 3 6 .7 4 0 .2 4 2 .3 4 0 .0 5 9 .0 6 9 .4 5 4 .8 5 2 .1 5 4 .0 6 4 .1 5 48 %% y c n a c a V
10 2 2 5 8
.0 .2
1 1
0 0%
2016 2017 2018 2019 2020 2021 2022 2023 2024 Q1 2025 2025F 2026F 2027F
New Supply (LHS) Net Absorption (LHS) Vacancy (RHS)
Source: JLL Research, Q1 2025
175Rental Trends
Rents have moved up post pandemic across most cities, with core micromarkets seeing healthy growth in rents driven by
sustained demand and higher-grade, green-certified buildings being able to command a premium. The rental values on a
y-o-y basis (Q1 2025 vs Q1 2024) have increased across all cities, with Hyderabad witnessing the maximum growth of
14.5%, followed by Kolkata and Bengaluru with a growth of 13.2% and 6.3% respectively. Mumbai, Delhi NCR, Chennai
and Pune recorded y-o-y rental growth of 6.1%, 6.0%, 3.1% and 1.7%, respectively.
Figure 4.10: Market-wise rental index trend
180
Bengaluru , 171
170
Hyderabad, 167
160
Pune , 157
150
0 0 Chennai , 147
1
=
4 1140 Kolkata, 139
0
2
4
Q130
:tn
e
R120
Mumbai , 118
Delhi NCR, 113
110
100
90
2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 Q1 2025
Source: JLL Research, Q1 2025
Trends in Gross Leasing Activity
Gross leasing in India’s top seven markets exceeded the 60 mn sq ft milestone for the very first time in 2023, reaching
an impressive 63.0 mn sq ft, a significant 26.4% y-o-y increase. In a year marked by global headwinds, these
achievements were a testament to the market’s strong underlying fundamentals and growth prospects. Leasing activity
in India continues to see a sustained period of intense activity, underpinned by demand from both global and domestic
occupiers. The annual gross leasing of 77.2 mn sq ft across the top seven cities is the best-ever for the India office market,
outshining the previous peak recorded in 2023 by a significant 22.6% y-o-y. Gross leasing in Q1 2025 at ~19.5 mn sq ft
was the highest among comparable first-quarter numbers and carried forward the momentum of the past two years. On a
y-o-y basis, gross leasing for the top seven cities was up 28.4% at the pan-India level.
Figure 4.11: Gross leasing trends
100.0
t 77.2
f
q s 58.8 63.0
n m 50.0 40.8 37.1 47.2 41.9 33.5 49.8
n i
a
19.5
e
r
A
-
2016 2017 2018 2019 2020 2021 2022 2023 2024 Q1 2025
Source: JLL Research, Q1 2025
Bengaluru and Delhi NCR followed by Mumbai, Chennai and Hyderabad have dominated the gross leasing activity over
the last few years. For the full year of 2024, Bengaluru and Delhi NCR accounted for 28.5% and 22.9% of the yearly
gross leasing, respectively. On a full-year comparison, gross leasing volumes were highest ever in Bengaluru, Delhi NCR,
Mumbai and Pune underlining the strong market momentum that prevailed throughout during the year. Hyderabad and
Chennai also saw their second best ever annual leasing numbers in 2024 with the previous peaks being 2019 and 2023,
respectively. Kolkata also saw its second-best leasing performance in 2024, after the previous year. During Q1 2025,
Bengaluru remained the leader in quarterly leasing activity for the fourth straight quarter with a 21.9% share. Delhi NCR
followed closely behind with 21.6%. Pune jumped to the third spot with a 16% share of gross leasing in Q1, backed by
176strong pre-commitments with Hyderabad and Mumbai following behind.
Figure 4.12: Distribution of gross leasing by markets
100%
5.2%
9.4% 11.1% 10.1% 8.9% 8.9%
90% 6.9% 15.9%
10.5% 0.8% 11.6% 13.3% Pune
80% 1.5% 18.4% 15.0% 19.5% 3.0% 2.2% 13.9%
1.6% Mumbai
70% 16.3% 1.3% 14.7% 13.9% 2.1%
13.8%
10.7%
60% 18.5% 14.8% Kolkata
50% 22.1% 22.9%
28.1% Hyderabad
24.3% 24.6%
15.0% 21.6%
40%
10.3% Delhi NCR
15.1%
30% 8.7% 9.7% 11.8% 9.8%
20% Chennai
35.1%
28.5%
10% 25.5% 24.4% 21.9% 24.6% 21.9%
Bengaluru
0%
2016-2019 Yearly Avg 2020 2021 2022 2023 2024 Q1 2025
Source: JLL Research, Q1 2025
An analysis of the deal sizes reveals that small-sized deals (<50,000 sq ft) accounted for ~89% of the total leasing
transactions, translating into ~38% of the overall area leased between January 2016 and March 2025. Mid-sized deals
(50,000 – 100,000 sq ft) accounted for ~6% of the total leasing transactions, translating into ~17% of the overall area
leased. Large-sized deals (>100,000 sq ft) accounted for ~4% of the total leasing transactions, translating into ~44% of
the overall area leased.
Figure 4.13: Break-up of leasing from 2016 to Q1 2025 basis transaction size - no of deals (left) and area, mn sq ft
(right)
1%
< 50,000 sq ft
3%
6%
23%
50,000 -
38%
100,000 sq ft
100,001-
250,000 sq ft
21%
>250,000 sq ft
89% 17%
Source: JLL Research, Q1 2025
Sectors driving gross leasing activity
Tech has been the largest occupier category in India’s office market. Post the pandemic, while tech continues to remain
the major driver of leasing activity in the country, its share in overall leasing activity has reduced. While the tech sector
saw a noticeable drop in its share (~21%) in pan India overall leasing activity during 2023 amid reduced space take-up
by third-party outsourcing firms, global headwinds and slower revenue growth, it made a partial recovery this year with
its share rising to ~26% in 2024. India's office ecosystem is a blend of “office to the world” and strong domestic sector
growth. In a period of global sluggishness, India office market remained resilient given its underlying fundamentals. The
same factors have now come together to create a period of sustained growth, with India at the forefront of global firms’
177real estate decisions and strategies. Strong domestic economy parameters are also fuelling space take-up by home-grown
firms. The India office growth story is strongly supported by the remarkable growth shown by GCCs. With a substantial
36% share of the total leasing in 2024, GCCs continue to remain the dominant occupier group. This has been driven by
large volumes of AI and related domain work increasingly coming into the country, chasing the quality talent pool. BFSI
and Manufacturing/engineering GCCS have also closed the gap in recent times and were not far behind in terms of their
contribution, showcasing increasing demand across a wider spectrum of R&D and cutting-edge innovation work by
GCCs. The flex segment had a substantial ~20% share in the annual leasing numbers, its best share underscoring the
momentum in this segment. It is interesting to note that, the flex hit the gross leasing number of over 15 mn sq ft in 2024,
another peak in this sector’s performance and showcasing its continued growth and contribution to India’s office market
amid the evolving workplace and portfolio strategies across industries.
GCCs remained the leader in overall gross leasing activity in Q1 2025 with ~35% share, with flex operators and domestic
tech firms following. Going forward, leasing activity is anticipated to be primarily driven by Global Capability Centers
(GCCs) and flex operators, which will remain as the top occupier categories. An intriguing trend in the market is the
increasing collaboration between new GCCs entering the country and flex operators for their office space needs. This
partnership has contributed to a surge in office space demand from flex operators. At the same time, the declining
proportion of GCCs in recent years can be attributed to this emerging trend.
Figure 4.13: Sector-wise share of gross leasing
100% 2% 3% 2% 1% 1% 0.1%
7%
7% 8% 11% 9% Others
11% 14%
90%
10%
9%
12%
80% MNC Front Office
13% 9% 15% 24% 22% 14%
70% 6%
20%
10% 11% Indian Corporates
10% 20%
60%
10% 5% 19% 16%
7%
Flex Operator
50% 11%
4% 7%
11% 4%
8% 16%
40% 9%
12% Foreign - IT/ITeS
30%
57%
44% Domestic -
20% 41%
38% 36% 35% IT/ITeS
31%
10%
GCCs
0%
2016-2019 2020 2021 2022 2023 2024 Q1 2025
Yearly Avg
Source: JLL Research, Q1 2025
1784.2 Emerging Tier 2 Office Markets
Table 2: Overview of emerging office markets
Stock, Rental Range,
mn sq ft INR/sq ft/month
(March 2025) (March 2025)
Ahmedabad ~16.0 40-75
Jaipur ~4.5 45-90
Indore ~5.2 35-55
Chandigarh/ Mohali/Tri-City ~7.5 40-120
Kochi ~13.8 40-75
Coimbatore ~8.4 40-65
Bhubaneshwar ~6.4 35-95
Source: JLL Research, Q1 2025
Key Trends
Commercial office activity has been growing in Tier 2 cities driven by factors such as increase in remote working and
work from home concepts propelled by the COVID-19 pandemic, rising cost of real estate in Tier 1 cities, the availability
of a skilled workforce, infrastructure developments, and government initiatives. These cities offer cost-effective
alternatives for businesses without compromising on quality, attracting companies looking to reduce operational costs.
The expanding talent pool, coupled with improved infrastructure, has made Tier 2 cities more accessible and connected.
The government's focus on promoting investments in these cities through initiatives like Smart City projects further
enhances their attractiveness.
Ahmedabad is home to India’s first operational smart city spread across ~3,400 acres, which houses the International
Financial Services Centers Authority HQ. The market is witnessing a notable increase in demand from BFSI and tech
companies, particularly in the post-COVID era. Flex operators based in Ahmedabad, are proactively acquiring a
significant portion of Grade A assets as speculative investments for their future clients. As a result, the city is currently
facing a shortage of Grade A supply in the market, which is expected to drive up rental rates for these premium buildings.
4.3 The Road Ahead
Hybrid a reality but with an ‘Office-first’ approach
The role of an office has evolved. It is a place to collaborate, foster innovation and help companies communicate their
values, ethos, and culture to their dynamic and diverse workforce. Given this context, the significance of bringing
employees back to offices, albeit in a hybrid or phase-wise manner has become critical. Corporates continue to be on a
transformation journey with respect to RTO (return to office), with flexibility in the workplace and provision of unique
offerings to employees being key to facilitate their journey back to office. Employee experience through evolved
workplaces, immersive services and flexibility in working will be key in the war for talent. Companies have started
charting out their return to office plans in a phased manner and are taking up new spaces to cater to their increased
headcount requirements. Office portfolios are likely to expand further as hybrid working evolves with a strong ‘office-
first’ approach.
Also, over the past couple of years, many firms in India have increased their employee pool without taking up additional
office space to accommodate said employees. In such scenarios, hybrid and work from home models are more of a
‘necessity’ than a ‘preference’. With a rise in office occupancies, driven by return to office mandates, most large
enterprises are likely to have space overruns, where the existing portfolio may not be enough to the higher in-office
attendance. This will likely bring in additional space demand to the market. This ‘pent-up demand’ is expected to translate
into additional space leasing over the next few years.
179Figure 4.14: Return to office across markets
Dec- Mar- Jun-21 Sep- Dec- Mar- Jun-22 Sep- Dec- Mar- Jun-23 Sep- Dec- Mar- Jun-24 Sep-24 Dec- Mar-
20 21 21 21 22 22 22 23 23 23 24 24 25
Bengaluru
Chennai
Delhi NCR
Hyderabad
Kolkata
Mumbai
Pune
Low (< 50%)
Medium (50%-70%) High (70%-90%) Normal (90%+)
Source: JLL Research, Q1 2025
Focus to shift towards building performance data and active collaboration with landlords
While green office spaces have been an important step towards sustainable real estate portfolios, by 2030 leasing in
green-certified will be a de-facto requirement when prominent occupiers lease office spaces. The focus will shift towards
credible building sustainability data, making the green lease contract crucial for ensuring transparency in data and active
mission-aligned collaboration between landlords and occupiers throughout the life of the lease.
It will become increasingly evident that corporates must adopt a proactive approach to sustainability, integrating it deeply
into their business operations and decision-making processes. They must embrace innovation and leverage cutting-edge
technologies to drive efficiency, reduce environmental impacts, and enhance the quality of their workplaces. By doing
so, occupiers can not only contribute to a greener future but also boost their brand reputation, attract, and retain talent,
and ensure long-term business resilience. Those that take bold and decisive actions will pave the way for societal and
environmental progress, setting a benchmark for others to follow.
Flight to quality
It is pertinent to note that recently completed projects and lower-quality assets contribute the most to headline vacancy
numbers. The flight to quality is evident in terms of office occupancy being polarized towards core markets and superior-
grade projects. Institutionally owned and green certified projects continue to find favour from occupiers and hence see
much better occupancy levels. Premium quality assets enjoy 500 – 800 basis points (bps) higher occupancy levels and
command rental premiums of 10% - 20% when compared to other Grade A assets. This trend is expected to continue as
institutional-quality assets account for a large share of the upcoming supply and will remain the first choice for corporate
occupiers.
GCCs key to increasing occupier demand
India is increasingly becoming the preferred choice for large conglomerates to set up Global In-house Centers or Global
Capability Centers (GCCs). As of March 2025, office Stock occupied by GCCs account for ~34% of all occupied Grade
A stock across the top seven cities, which translates to ~245 mn sq ft. The holistic ecosystem provided by the bigger
metros across a strong physical and office infrastructure, talent pool and support amenities have seen GCCs expand
mostly across these cities, although some Tier 2 have also emerged. Over the last couple of years, with talent dispersion
and trends around hybrid working, GCCs have been quite active in increasing their footprint in such emerging urban
centers.
180Figure 4.15: Grade A office space occupied by GCCs, mn sq ft
300+
245+
174.7
65.7
Q4 2012 Q4 2017 Q1 2025 2027F
Source: JLL Research, Q1 2025
The next few years will witness a multifold increase in the number of GCC units in India as more companies attempt to
leverage India’s growth favouring ecosystem and the existing ones execute their expansion plans within the country. The
number of GCC units is expected to cross 2,350 over the next 3 years with the corresponding office occupancy footprint
expected to grow to over 300 mn sq ft. India’s status as a GCC powerhouse has been built on its longstanding and
successful service delivery models which have supported global firms increasingly in their business transformation
journey. As the GCC ecosystem evolved in India, it has not been a surprise that the country’s talent pool has continued
to deliver complex services and tech solutions to the global parent and its client base. India’s proven credentials and
trained workforce will remain the momentum drivers as firms increasingly look at offshoring R&D work and using GCCs
as transformation hubs which drive business excellence and organization growth.
Figure 4.16: Number of GCC units in India
2,350+
2,000+
Q1 2025 2027F
Source: JLL Research, Q1 2025
India’s office market to remain growth-oriented
India’s strong leasing momentum is driven by its strong tech ecosystem which is seeing strong offshoring and R&D work
across multiple sectors. The combination of the available and qualified talent pool, cost advantage and quality real estate
is creating a sustained growth trend even as the country’s office markets were impacted to a limited extent by the global
headwinds.
India office market scaled new peaks in 2024 and surpassed even the optimistic forecasts to exceed 77 mn sq ft in terms
of occupier leasing volumes. As ‘office to the world’, India is key to headcount augmentation and capacity growth for
global firms, while domestic occupiers remain ebullient in the wake of economic resilience and growth opportunities.
This has created a sustained runway for the market to grow further.
A short-term sluggishness in market activity may be seen as firms evaluate the impact of tariffs – both implied as well as
explicit. The uncertainty may also act as a tailwind to more offshoring opportunities for India from global firms. The
fundamentals seem to support India’s continued dominance as an office destination among global firms, mostly driven
by its prominence as a R&D capability hub across multiple industry domains. This being said, these are still early days
as the global trade and macroeconomic situation continue to evolve. India’s office market looks to be well on track to
match its 2024 performance. There remains a sustained runway for growth as we continue to see strong demand from
global and domestic occupiers. While the growth is expected to pivot around GCC activity, domestic occupiers will likely
play a bigger role, especially those from the flex, BFSI and manufacturing segments.
181Figure 4.17: Rental Comparison: Q1 2025 Average Office Rent (USD/sq ft/month)
London 11.09
Hong Kong (Central) 7.19
New York 7.05
San Francisco 6.00
Washington, DC 5.95
Paris 5.71
Los Angeles 5.05
Dallas 4.92
Singapore (CBD) 4.77
Seattle 4.31
Chicago 4.29
Munich 3.65
Atlanta 3.42
Amsterdam 3.27
Berlin 3.14
Tokyo (5 Kus) 2.78
Mumbai 1.68
Manila (Makati) 1.29
Bengaluru 1.11
Delhi NCR 1.01
Pune 0.95
Chennai 0.86
Hyderabad 0.86
Kuala Lumpur (City Centre) 0.68
Source: JLL Research, Q1 2025
India’s rising might as an offshoring destination will be crucial to the continued resilience and growth of India’s office
markets. GCCs remain the biggest industry segment in terms of potential growth, accounting for a lion’s share of current
active space requirements. BFSI firms lead in terms of active space requirements followed by the tech sector. Going
forward, these two sectors along with Engineering R&D will continue to drive demand for GCCs in India.This multi-
year trend is expected to keep the Indian office markets among the most growth-oriented globally.
The rise of flex
As portfolio strategies increasingly prioritize flexibility and talent retention, flex space operators are playing a crucial
role in India's office markets. The top seven markets account for ~75-80% of the total office market activity in India. In
2024, flex space accounted for ~20% of gross leasing, highlighting its growing significance. It is worth noting that the
flex space stock has experienced significant growth, increasing from 18.6 mn sq ft in 2018 to 74.0 mn sq ft in 2024, with
a CAGR of 26%. This translates to an overall office stock penetration of ~7.0% for the flex sector. Post-COVID, the flex
segment has accounted for a 17-18% share of the annual gross leasing on average. Going forward, the trend of flex space
expansion is expected to continue with the operational flex stock estimated to double over the next five years and reach
~129 mn sq ft by 2028. This projected growth reflects the sustained demand for flexible office solutions and the
recognition of their value in meeting evolving workplace dynamics.
Education Infrastructure
India, with its 45,473 colleges and 1.49 mn schools (as of 2021-22), is one of the largest education markets
globally
Gross Enrolment Ratio in higher education is projected to increase from 28.4 in 2021-22 to 36.3 in 2027-28
Subsequently, total enrolment in higher education is projected to increase from ~43.3 million in 2021-22 and surpass
50 million by 2027-28
Education infrastructure is rapidly emerging as a significant driver for flex space and managed space providers in India,
reflecting the country's evolving educational landscape and the limitations of traditional infrastructure. This trend is
fuelled by the exponential growth of India's education sector, which is experiencing rising enrolment rates across all
182levels, from primary schools to higher education institutions.
As the demand for quality education surges, educational institutions face mounting challenges in acquiring suitable real
estate for expansion. Flex spaces offer a timely and cost-effective solution to address these infrastructure needs, allowing
institutions to establish presence in new locations without significant capital investment.
Moreover, the shift towards blended learning models, accelerated by the pandemic, has further amplified the need for
adaptable spaces that can seamlessly accommodate both in-person and online learning environments. Flex spaces excel
in this regard, offering the flexibility to reconfigure layouts for various purposes, from traditional classrooms to
collaborative workspaces and high-tech learning labs. This adaptability is particularly crucial for institutions offering a
mix of full-time courses, part-time programs, and short-term skill development initiatives. Flex space providers are
capitalizing on this opportunity by offering comprehensive solutions that go beyond mere space provision. These
offerings often include pre-installed technological infrastructure, which are essential for modern educational delivery.
This turnkey approach is especially attractive to educational institutions looking to rapidly deploy digital learning tools
and platforms without the hassle of managing complex IT setups.
The financial advantages of flex spaces are also a key driver of their adoption in the education sector. By opting for
flexible leasing arrangements, institutions can significantly reduce upfront capital expenditure and optimize operational
costs. This financial model allows for more efficient allocation of resources towards core educational activities, such as
curriculum development and faculty recruitment, rather than tying up funds in fixed assets. As educational institutions
increasingly focus on their core competencies of teaching and research, the outsourcing of space management to
specialized providers becomes more attractive. This allows institutions to redirect their energy and resources towards
academic excellence and student outcomes, rather than the complexities of real estate management.
The trend of education infrastructure driving flex space and managed space demand is likely to continue and even
accelerate in the coming years. As the education sector in India continues to evolve, adapting to technological
advancements and changing pedagogical approaches, the role of flexible and managed spaces in supporting this
transformation will become increasingly vital. This shift not only addresses immediate infrastructure needs but also
positions the education sector to be more agile and responsive to future changes in the learning landscape.Top of Form
Chapter 5: Introduction to Flexible Workspaces
At a time when work is finding new meaning, digitization is taking over traditional businesses and new sectors are
emerging, the office is no longer just a workplace. Most people spend a greater part of their day at work (physically or
virtually) and hence workspaces have a greater role to play than ever before. The need for collaboration and collisional
conversations that engender innovation while fostering organizational culture and ethos is increasing. Demand for
flexibility in work patterns has become a key ask from the workforce and organizations are, consequently, looking at
making their real estate portfolios suitable in this evolved workspace model.
So, what are flexible workspaces?
Flexible workspaces have been defined in multiple ways. Simplification of this term for many meant flexibility in
duration of the contract and an ability to scale up or down as requirements change. In basic terms, flex spaces refer to
fully furnished and serviced office spaces provided by flex space operators to end-users. Initially considered a niche
offering, flex spaces have gone mainstream over the last 3-4 years, particularly as large enterprises started prioritizing
flexibility in their portfolios. Across the globe, traditional working models are shifting, placing flexibility at the forefront
of real estate decision-making for occupiers and commercial real estate (CRE) executives. There are several key reasons
why this trend has become mainstream, and although COVID has played the role of a catalyst, the inherent advantages
of flexible workspaces extend beyond the pandemic.
As this trend evolved, the focus has shifted from cost savings and fulfilling short-term space needs to embracing activity-
based working styles and incorporating flexible spaces into the overall portfolio. In the post-COVID return-to-office
scenario, flex spaces also support occupiers' portfolio optimization strategies and enable the creation of attractive spaces
to attract and retain talent. The flex space industry has undergone a significant transformation, moving away from
standardized workspace options towards a more tailored and focused approach. There is now a strong emphasis on
providing end-to-end space and amenities management, leading to the emergence of a distinct category of managed space
operators within the flex ecosystem. These operators, along with others adopting a hybrid model, are catering to the needs
of large enterprises, and offering on-demand, modern workspaces that align with the requirements of today's workforce.
There is increasing demand even on traditional space owners to offer such integrated flex options in their portfolios. The
demand for greater flexibility from occupiers, driven by evolving workplace models and the needs of employees, has
expanded the role of flex operators within conventional lease models.
183With evolving workplace trends, companies have come to realize that a multifaceted approach to workplace styles and
the development of a workplace playbook that encompasses all aspects of an appealing workspace and flexible work
patterns are critical factors that impact talent retention in the medium to long term. Flex space operators are already
playing a key role, and this role will continue as businesses and corporations adopt a multi-type of approach to their real
estate portfolios, reflecting the changing needs of employees. Having flexibility within the portfolio enables corporations
not only to optimize costs but also to create a working ecosystem that aligns with the needs of a fluid workforce seeking
greater workplace and working style flexibility.
It's important to note that the hybrid model will not be a one-size-fits-all solution. As new workplace models such as
remote work, working near home, staggered work timings, and a distributed workweek split between the office, home,
and flex spaces gain prominence, managed space providers will play a crucial role as enablers, assisting occupiers in
finding the perfect fit for their specific requirements and conducting experiments that enable them to identify the most
effective workplace arrangements.
On the other hand, flex space operators and developers are also embracing new types of space agreements, which are
reshaping the risk-reward dynamics for both parties involved. Landlords have started introducing their own branded flex
spaces, acknowledging the fact that flex offerings have become a distinguishing factor in real estate decision-making.
Additionally, there is significant investor interest in the flex sector due to the shifting dynamics of occupiers and the
emergence of long-term contracts between operators and tenants, which creates new income opportunities. Improved
investment flows will further support the growth of the sector in the future.
Figure 5.1: Flex as a business solution drives the following benefits
Foray into newer markets without incurring any substantial capital expenditureby
taking up spaces in flex space centers in addition to their own traditional offices
Experiment with permanent or temporary new divisions that serve as
innovation hubs to brainstorm and nurture ideas
Create a fluid workplace model using flex spaces to improve talent
mobility and diverse working models to choose from
Capex to Opex -resulting in cost savings and upfront fitout cost reduction
while improving operational efficiences
Locate creative teamsin co-working spaces to benefit from professional socializing
Chapter 6: Flex Spaces – A Global Perspective
6.1 Growth in Flex Space Stock across Regions
The global flex market has experienced substantial growth over the past five years, with the APAC region leading the
charge. In APAC, the flex space stock has experienced significant growth at a strong CAGR of 12.4% since 2019,
showcasing the momentum in this segment. This growth can be attributed to the region's robust growth fundamentals,
including the rise of the shared economy, startup segments, and substantial venture capital funding across multiple
184sectors. As new businesses and companies have emerged, APAC has become a major hub for business expansion and
flex operators have played a crucial role in facilitating quick operational turnarounds by creating an enabling ecosystem
for corporations.
In the United States, it is interesting to note that major cities have witnessed a significant contraction in flex space stock
over the past few years. This decline can be attributed to various factors, including market consolidation, changing
business preferences, and adjustments in real estate market dynamics, including reduction in portfolio of a big operator.
Figure 6.1: Region-wise growth of flex stock (2019 v/s Q1 2025)
160 12.4% 15.0%
136.1
140
10.0%
120
100
t f
q
84.3 5.0%
s n80 73.7
m
n60
55.2 0.0%
i
a
e
r A40
-7.8% -5.0%
20
0 -10.0%
USA APAC
2019 Q1 2025 CAGR
Source: JLL Research, Q1 2025
6.2 Market Penetration across Global Markets
Fuelled by the presence of start-up clusters, creative industries, SMEs, and corporate headquarters, global gateway cities
have become thriving hubs for the expansion of flexible workspace operations. Bengaluru, in particular, has experienced
rapid growth in flexible office space, driven by the popularity of managed offices. As of March 2025, it ranks as one of
the leading global cities in terms of flex stock, boasting an operational stock of 28.3 mn sq ft and a flex market penetration
rate of 11.5%. In addition to Bengaluru, five other Indian cities feature among the top ten globally in terms of total
operational flex stock.
185Figure 6.2: Flex stock and market penetration across major global and Indian cities, March 2025
30 14.0%
Flex Stock, mn sq ft Market Penetration, %
11.5%
12.0%
25
9.0% 10.0%
20
t f
q
7.9%
s n 6.8% 6.6% 8.0%
m15
n
5.6%
i
a
6.0%
e
r A10 3.6%
3.0% 4.0%
2.3% 2.1% 2.3%
5
2.0%
3 .8 2 2 .3 1 1 .1 1 2 .0 1 4 .7 4 .7 2 .7 4 .3 8 .2 7 .2 7 .1
0 0.0%
u r u la g n e B R C N ih le D e n u P d a b a r e d y H o y k o T ia n n e h C ia b m u M e n r u o b le M e r o p a g n iS y e n d y S a t a k lo K
Source: JLL Research, Q1 2025
Note: Penetration rates of flex in Indian cities are based on office stock across all grades; For other cities, the penetration rates are
based on Grade A stock
While the APAC region is expected to maintain its impressive growth in flex stock, India is primed to surpass all other
regional and global cities in terms of growth rate. The flex market in India is projected to expand at a remarkable pace,
surpassing the growth rates seen in other cities worldwide.
Key factors driving growth of flex spaces in India include:
India remains a shining light in terms of overall office demand, driven by GCCs expanding their headcount and
implementing key business transformation strategies and R&D work in the country. The entry of new GCCs into
the market further contributes to the robustness of office demand.
The emergence of tier 2 and 3 cities is also fuelling office demand as organizations seek to expand beyond the
larger cities and establish a dynamic and flexible workplace model. This trend creates opportunities for flex
operators, who play an essential role in supporting occupiers' footprint expansion in these cities. Flex operators
offer fully integrated services that provide compliant and well-managed flexible workspaces to support business
operations.
Flex operators also bridge the gap between older, existing buildings in key markets and the requirements of
corporations. Given the significant stock of such buildings in Tier 1 cities, flex spaces play an important role in
transforming and making these spaces compliant for corporate use.
Flex operators are evolving into fully integrated service providers, offering a seamless design and build model for
occupiers. This approach eliminates efficiency concerns and time constraints associated with managing multiple
vendors, providing a streamlined solution for occupiers.
1866.3 Evolution of Global Flex: Trends and Outlook
Flex was reborn in the post-COVID period
After the unprecedented demand disruption in the office segment, tenants emerged with a relevant realisation – flexibility
was the greatest amenity in times when the conventional workplace models needed to be redrawn. With workers
demanding flexibility, it became critical for occupiers to look at their real estate portfolio strategy in a new light. As a
result, there was renewed demand for lease terms being more flexible for expansion/ contraction/termination options and
to allow tenants access to on-demand spaces. This shift in tenant preferences resulted in many flex space operators
reporting a sharp increase in enquiries, so much more that they surpassed pre-COVID levels. Accelerated seat sales saw
them recording occupancy gains of 1-3% in every month. Historically, like in India, the global flex industry also catered
to freelancers, start-ups, and small teams. Since then, large companies have grown to account for over one-third of the
flex industry revenue, clearly validating demand for pre-built, flexible-term, amenity-rich spaces.
Global operator perspective
Globally, flex operators are in the midst of an evolutionary change, driven by rising demand for integrating flex space
into traditional real estate portfolios. As occupiers have started demanding more from flex spaces, operators are looking
at adopting new practices both in terms of space offerings as well as their operating models.
The continuum of workspace options offered by operators is moving towards an enterprise-driven managed/spec model.
Enterprise Spec suites Enterprise flex Agile flex Workspace on Work from
Bespoke space space demand home
Long-term Pre-built space with Dedicated team Plug-and-play Individual desks Fully virtual
space tailored modest levels of space for short terms spaces or or meeting with no
to specific customization (< 3 years) with networks of rooms available access to
tenant needs, limited or no options for by the hour, day, physical
brand, and customization individuals and or week office space
culture small teams
Future tenant demand
Enterprise demand changing the occupier mix in flex centers in favour of large firms
Flex operators are now spending nearly 1.5-2X more than their traditional fit-out costs as they look to customise flex
spaces for large enterprises. At an operational level, the landlord-flex operator relationship is undergoing a big shift,
driven by occupiers who are looking at buildings which also offer on-demand flexible spaces to accommodate project
teams and rapid growth within their business. As a result, flex is now a key partner in ensuring commercial buildings are
more relevant for occupiers who are looking for such managed services within the building.
Table 3: Key Global Flex Market Predictions
Operator-Occupier relationship Operator-Landlord relationship
Landlords will need to increasingly adapt to tenant Managed solutions will become aligned partnerships.
demands as increased flexibility portfolio strategies Landlords to prefer hybrid contracts versus vanilla leases
undergo a structural shift. with greater insight into operating performance and seek
greater control of the customer relationship.
Flexible workspaces to be critical and mainstream
element of commercial real estate as they become fully Owner-operated platforms and management agreements
integrated with not just conventional office buildings, but will continue to gain scale.
retail shopping centers, multi-housing developments and
other property types. Flex partners with hospitality skills will stand out. Given
the operational and execution complexities of managing
Plug-and-play solutions to be in high demand as an flex spaces investors/landlords will prefer partners with
alternative for small requirements, but basic landlord specialized hospitality, community engagement skills and
187Operator-Occupier relationship Operator-Landlord relationship
offerings are likely to lose out to full-service offerings broader customer acquisition channels.
over the long run.
Chapter 7: Flexible Workspaces in India
7.1 Evolving role of Flex in the Indian Office Ecosystem
India’s flex market started coming into its own from 2016-2017. Initially, fully serviced office offerings were available
through business centers, but they were primarily designed for new or small-sized companies, offering cabin and cubicle-
based models. However, fully serviced spaces were always part of developer offerings, serving as interim or incubation
spaces for large corporates when their permanent offices were not yet ready. Coworking operators were the first to tap
into the growing startup culture by providing more accessible and affordable serviced space options for freelancers and
SMEs. The key differentiating factors for coworking operators were their service offerings and collaboration-oriented
culture. These coworking spaces also influenced corporate India as firms realized the significant flexibility, they offered
in terms of managing fit-out costs and having shorter, on-demand occupancy tenures. This shift in mindset was driven
largely by new-age companies that emphasized agility, were tech-oriented, and had younger workforces. The market was
transitioning into a new definition for itself - flex spaces or managed space providers.
In 2019, flex spaces leased over 10 mn sq ft across the top seven cities, marking a significant milestone. However, 2020
presented challenges, with many flex operators closing centers due to low occupancy as part of portfolio rationalization
and some in-discussion leases were put on hold indefinitely. The COVID-19 pandemic in 2020 further transformed the
flex space industry in India. With a massive remote working experiment underway during 2020 and 2021, physical
occupancies in offices and flex spaces dwindled. The crisis led to a fundamental shift in workplace and work patterns,
requiring occupiers and CRE decision-makers to redefine their workplace strategies and find a balance that met
employees' revised expectations. Nevertheless, the flex space segment demonstrated its agility by adapting to new
revenue models, taking on more managed office responsibilities, and becoming a partner to corporates seeking a balance
between remote work and optimizing their real estate portfolios. Additionally, the ethos of serving freelancers and the
startup culture remains essential within the flex space industry. This industry segment has become a strategic imperative
for occupiers in managing their real estate portfolios. The sector continues to learn and evolve, and it has emerged stronger
in the last 3 years.
Figure 7.1: Evolution of flex space in India
2023
2017 2018 2019 2020 2021 2022 onwards
Aggressive Flex spaces Landmark Onset of Re-opening Growth in Managed
expansion of become year, flex COVID-19 of centers, flex footprint and
flex space popular space leased pandemic in demand for being led by enterprise
players among large over 10 mn India. managed & managed bespoke
corporates sq ft across hybrid and operators
Occupancies
top 7 cities spaces enterprise continue to
decreased,
improves, bespoke grow
flex spaces
continuous operators
closed, Occupiers
expansion of
expansion Occupiers leasing long
flex players
plans stalled. looking at term large
across cities
flex as a bespoke
medium to enterprise
long term solution
solution centers
New Operating Models and Offerings
The COVID-19 pandemic has not only had a profound impact on the traditional office market but also fast-tracked trends
in the flexible space segment. As businesses are actively seeking ways to make their real estate portfolios more agile and
adaptable, the flexible space market is poised for a period of sustained growth. With the return of the workforce to
physical offices, the emphasis on business continuity and operational resilience has become paramount for companies.
Employees are demanding flexible work arrangements, prompting the need for agile workplace strategies. Flexible space
188solutions offer a swift and versatile turnaround, making them an ideal option for companies seeking satellite offices that
minimize their employees' commute times and reliance on public transportation. Additionally, flexible space provides
cost optimization and operational efficiency benefits, making it an attractive solution for businesses.
The primary reasons why flexible space is becoming a favoured choice for occupiers are the savings in capital
expenditure, the ability to meet all long/medium/short-term space requirements for all team sizes and business processes
along with expedited occupancy timelines. In fact, many companies have come to recognize flexibility as one of the most
valuable amenities in the current business landscape.
Various types of flexible space options are now available to companies, offering them the flexibility to choose based on
their specific objectives. The flex space market has evolved significantly from its roots in coworking, which primarily
catered to startups and small companies, to the enterprise bespoke model that serves the needs of larger corporates.
Figure 7.2: Flex Space Offerings
Evolution from pure Co-working Space to Enterprise Bespoke Model
Co-working spaces Virtual offices Enterprise/Managed Office Enterprise Bespoke Model
•Individual desks or •Subscription based •End-to-end custom built •Location will be selected
meeting rooms available membership allowing workplace in the existing as per company
by the hour, day or week usage of prime office centers requirements
address while working
remotely, providing
• Various options available •Designed and developed •Build-to-suit design as per
support services like mail
including Private offices, as per company company requirements
handling and storage
enclosed cabins, requirements
facilities.
dedicated seats and hot
•Fully managed in terms of
desk
•Fully managed in terms of administration and
•Subscription flexibility
administration and upkeep of the workspace
available at firm level or
•Access to common areas, upkeep of the workspace by the operator as per the
individual employee level.
cafeteria and amenities by the operator as per the enterprise protocols
company protocols
•Official business address
•No customisation and •Facilitation of branding
can be used in all
separate workspaces •Facilitation of branding and design guidelines of
communication materials
and design guidelines of the enterprises
the enterprises
•When required, access to
community lounge and
meeting spaces
Where is flex heading next?
As the flex space market evolves, portfolio integration of flex by occupiers will also be accompanied by landlords and
developers enhancing such flex offerings in their buildings. Flex operators who have achieved scale and adequate funding
will be at the forefront of driving portfolio synergies for both occupiers and landlords going forward.
Hotelization/amenitization of As the demand for managed spaces continues to grow, it is evident that these spaces
the workspace will be highly amenitized to enhance the overall workplace experience. The concept
of Space as a Service is driving the need for hotel-like characteristics and top-quality
services. Occupancy management, experiential food and beverage options, events,
wellness and health offerings, and employee engagement programs will be key
components of these managed spaces.
Larger player, larger market Key brands, particularly those supported by prominent developers and investors, and
share with a presence in multiple cities, are anticipated to excel in the market and attract
larger enterprises. The strength of their historical track records and demonstrated
performance positions them as preferred choices for larger organizations seeking
flexible workspace solutions.
Operators leverage scale to By offering a complete range of services across various locations, operators can
enable client stickiness significantly enhance their relationships with enterprises. This comprehensive service
portfolio serves as a valuable tool for operators in supporting client growth and
189occupancy plans. Furthermore, it acts as a catalyst for clients seeking to expand into
Tier II cities, providing them with the necessary support and resources to successfully
enter new markets.
Shift in the landlord – Landlords are increasingly considering the inclusion of flexible space within their
operator relationship property portfolios. This can be achieved through a combination of collaborating with
multiple operators or by directly entering the flex space segment via strategic
investments and partnerships. This allows for a flexible and scalable expansion model,
benefiting both landlords and flex space providers.
“Core + Flex” strategy Flex is no longer just a short-term serviced space requirement of ‘swing space.’ As
enablement workplace models and hybrid work arrangements have evolved, business sensibilities
need to be married to new work practices. Flex is and will remain mainstream as
organisations look to optimize their portfolios through flexible space agreements and
traditional leases. Flex will be key to expansion into smaller cities to ensure compliant
workspaces while also managing a fluid workforce. Even in larger cities, satellite
office set-ups, access to fully managed space on short notice and headcount changes
will require a flexible space solution.
7.2 Top Seven Flex Markets of India
Table 4: Overview of India’s top seven markets, March 2025
Bengaluru Chennai Delhi NCR Hyderabad Kolkata Mumbai Pune
No of operators 140-150 60-70 60-70 60-70 25-35 45-55 55-65
WorkEZ,
Simpliwork, Table Space, WeWork, Smartworks,
IndiQube, Awfis,
IndiQube, WeWork, Smartworks, Redbrick, Table Space,
Smartworks, Smartworks,
WeWork, Smartworks, Simpliwork, Awfis, Redbrick,
Prominent Awfis, Simpliwork,
Table Space, Incuspze, WeWork, Smartworks, IndiQube,
operators Table Space, Regus,
Smartworks, Table Space iSprout Table Space, WeWork,
Symbyont Akasa
Bhive Awfis, Awfis, Cowrks, Awfis,
Smart Coworking
DevX DevX DevX DevX
Spaces
No. of centers 590-600 180-190 360-370 190-200 70-80 215-225 220-230
Operational flex
~28.3 ~7.4 ~13.2 ~10.2 ~1.7 ~7.2 ~11.1
stock, mn sq ft
Operational
~437,435 ~121,320 ~210,565 ~164,025 ~30,340 ~109,450 ~181,780
number of seats
Average
80-90 80-90 75-85 80-90 75-85 80-90 80-90
occupancy, %
Rental range, 5,000 – 4,500 – 5,000 – 6,000 – 5,500 – 5,000 – 5,000 –
INR/seat/month 40,000 25,000 52,000 26,000 26,000 85,000 38,000
Source: JLL Research, Q1 2025
Trends in Flex Stock
India's flexible office sector is increasingly becoming an integral part of the commercial real estate landscape, playing a
crucial role in occupier real estate strategies. A noteworthy statistic supporting the statement above is the remarkable
growth of operational flexible space stock, which has reached a substantial 79.1 mn sq ft (as of March 2025) across the
top seven cities. This translates to an overall office stock penetration of ~7.3%, positioning India as one of the fastest-
growing flex office markets globally.
Despite the challenges posed by the pandemic, the flex office sector has demonstrated remarkable resilience, achieving
a remarkable CAGR of ~26% since 2018. Going forward, we anticipate the operational flex stock to nearly double over
the next four to five years and reach ~135 mn sq ft by 2028.
190Figure 7.3: Cumulative flex stock across top seven markets, mn sq ft
160.0
134.8
140.0
1.7X Growth
120.0
101.9
tf q100.0
4.18X Growth
s n 79.1
m 80.0 74.0
n
i
a
62.6
e
rA 60.0 50.5
39.6
40.0 30.3 32.8
18.6
20.0
0.0
2018 2019 2020 2021 2022 2023 2024 Q1 2025 2026F 2028F
Source: JLL Research, Q1 2025
The flex stock has seen robust growth across all cities since 2018, with Pune witnessing the maximum growth followed
by Hyderabad and Chennai. The tech-dominated cities of Bengaluru, Hyderabad, Pune, and Chennai today account for
more than 72% of the operational flex footprint across the top seven cities. Bengaluru is the overall leader, accounting
for ~36% followed by Delhi NCR with a share of ~17%. Pune, Hyderabad and Chennai have displaced Mumbai to emerge
as the markets with the next highest flex stock across the top seven cities.
Figure 7.4: Flex stock across markets, mn sq ft
30 28.3 41.0% 45%
40%
25 34.2%
32.0% 35%
29.5%
20 26.5% 30%
t %
f q 21.6% 25% y
s n15 13.2 c n
m n 11.1 10.2 14.9% 20%a c a V
i
a10 8.3 15%
e r 7.4 7.2
A
10%
5 3.0 3.0
1.3 1.6 1.3 1.7 5%
0.3
0 0%
Bengaluru Delhi NCR Pune Hyderabad Chennai Mumbai Kolkata
2018 Q1 2025 CAGR
Source: JLL Research, Q1 2025
Flex Penetration in Total Office Stock
The penetration of the flex segment in India's total office stock has experienced significant growth, rising from 3.0% in
2020 to 7.3% in March 2025. Bengaluru, in particular, stands out with its high penetration level, surpassing even global
standards. It will continue to be a driving force in the segment, along with other gateway cities like Delhi NCR, Mumbai,
and Hyderabad, which are expected to witness rapid growth. Additionally, Pune and Chennai are also witnessing a surge
in popularity, further contributing to the positive trajectory of the flex segment. Considering these factors, it is evident
that the flex segment has a promising future, with tremendous potential for expansion. We anticipate that India's overall
flex penetration levels will reach around 8-9% over the next five years.
191Figure 7.5: Flex market penetration across markets, March 2025
Source: JLL Research, Q1 2025
Note: Penetration of flex space is calculated basis office stock of all grades within the markets
Flex Space Operator Category-wise Growth Trends
Managed spaces Fully customized as per client needs, furnished and serviced for the client, private or semi-
private space, operator maintains it fully, client pays a fee
Hybrid spaces Fully serviced, mix of open and dedicated desks, meeting rooms and private cabins also
included, leased to multiple tenants as per workstation basis for a fixed tenure (say 1-2 years
or less depending on agreement), focus is on enterprise clients, community engagement and
design are given some importance while meeting needs of multiple clients
Coworking Membership based, social working environment, events and community set up, includes hot
/ dedicated desks and private offices
In the post-COVID era, pure-play managed space providers have emerged as the primary drivers behind the resurgent
demand for flexible office spaces, growing at a faster pace compared to other players in the market. Among the three
categories of flex operators, hybrid players still maintain the largest share, accounting for a significant 45.2% of the
operational flex stock (as of March 2025). The boundaries between hybrid and managed space providers continue to fade
as customization becomes essential for securing enterprise clients. As a result, numerous hybrid operators are increasingly
incorporating managed space characteristics into their new locations and expansion plans. This evolution underscores the
rising significance of managed space providers and their capability to address unique requirements of large enterprises.
Their focus on customized offerings establishes them as favoured partners for businesses in search of flexible workspace
solutions.
192
S t o c k (m n s q ft
N o . o f S e a t s
S h a r e o f fle x s pIn
d ia ’s t o ta l s t o
N o o f fle x c e n t e
)
ac
r
ck
s
In
e in
(%
d
)
ia
7 9 .1
~ 1 ,2 5 4 ,9 1
7 .3 %
1 ,8 0 0 – 1 ,9
7 .2
~ 1 0 9 ,4 5 0
3 .0 %
2 1 5 – 2 2 5
1 1 .1
~ 1 8 1 ,7 8 0
9 .0 %
2 1 5 - 2 2 5
2 8 .3
~ 4 3 7 ,4 3 5
1 1 .5 %
5 9 5 - 6 0 0
5
0 0
M u m
P
b
u
a
n
i
e
D
B
e
e
lh
n
i N
H y
g a
C R
d e r
lu r u
C h
a
e
b
n
a
n
d
a i
~
3
1 3 .2
2 1 0 ,5 6 5
6 .8 %
5 0 – 3 6 0
K o
7 .4
~ 1 2 1 ,3 2
7 .9 %
1 8 0 - 1 9
lk
~
1
0
0
a t a
1 0 .2
1 6 4 ,0
6 .6 %
9 5 - 2
2
0
5
5
1 .7
~ 3 0 ,3 4 0
3 .8 %
7 0 - 8 0Figure 7.6: Category-wise operational flex stock, mn sq ft
40
Managed flex formats 35.8 Pure play coworking &
35 growing at a CAGR of ~54% hybrid growing at a
15X footprint growth to CAGR of ~18% &
30 ~22.7 mn sq ft ~22%, respectively
25 22.7
t f
q 19.1
20.7
s 20
n
m
n 15 12.6
i
a 10.1
e
r A 10 8.4 7.3
5
1.5
0
Managed Space Hybrid Coworking
2018 2021 Q1 2025
Source: JLL Research, Q1 2025
Enterprise Flex Seat Leasing Trends
Enterprises, regardless of their origin (foreign or domestic), scale (startups, MSMEs, large corporates, Fortune 500), or
industry segments (tech, financial services, manufacturing, consulting, and others), have increasingly embraced flexible
office spaces as an integral part of their real estate portfolios. These flexible spaces cater to a range of requirements, from
flagship office locations to high-end R&D teams and various business functions. The flexibility offered by such spaces
allows for short to long-term accommodation needs, with the added advantage of on-demand scaling up or down,
providing the necessary flexibility for dynamic resource planning. Notably, the space uptake by enterprises in the flexible
office sector has witnessed a substantial increase, reaching record-high numbers in 2023. The enterprise flex seat demand
reached a new record in 2024, with over 183,200 seats taken up. This was 9.2% higher than the previous peak in 2023.
The first quarter of 2025 also started on a strong note, with enterprises leasing over 39,800 seats.
Figure 7.7: Enterprise leasing trends, no of seats
183,200+
167,800+
1,31,700+
86,500+
35,500+ 39,800+
2020 2021 2022 2023 2024 Q1 2025
Source: JLL Research, Q1 2025
Among the top seven markets, Bengaluru, Pune, and Delhi NCR have emerged as the leading destinations, accounting
for ~61% of all enterprise seat take-up between 2021 and Q1 2025.
193Figure 7.8: Distribution of enterprise seat leasing across markets
100%
10% 15% 11% 15% Pune
90% 22% 19%
12%
80% 20% 11% Mumbai
12% 2% 18%
13% 1%
70% 1% 2% 8% 10%
1% 2% Kolkata
60% 22% 14% 13% 15% 11%
e
r a 23%
h 50% Hyderabad
s % 9% 12% 16% 11% 15%
40%
Delhi NCR
30% 16% 13% 12% 16% 16%
Chennai
20% 39%
10% 23% 25% 25% 24% 23%
Bengaluru
0%
2020 2021 2022 2023 2024 Q1 2025
Source: JLL Research, Q1 2025
Enterprise deal sizes getting bigger
The increasing demand for managed space solutions has driven a significant expansion in deal sizes with the share of
deals in the >500 seats segment increasing from 31% in 2020 to 40% in 2024. During the first quarter of 2025, transactions
of size between 301-500 seats dominated the market, with deals of 500+ seats ranking as the second most significant
category. With the increasing demand for managed workspace solutions, providers are adapting by delivering highly
amenitized, tailored environments. The market has evolved from simpler, flexible office leases to sophisticated
arrangements spanning multiple floors or entire buildings. This transformation reflects businesses' growing preference
for flexible, amenity-rich workspaces that can readily scale and adjust to their changing operational requirements and
business environment.
Figure 7.9: Enterprise seat leasing trends based on size of transactions (no. of seats leased)
100%
90%
27% > 500
31% 31% 31%
80% 38% 40%
70%
301-500
60% 17% 17% 20%
31%
15%
50% 16% 201-300
9%
14%
40% 13% 12%
12%
15%
30% 24% 100-200
23% 22% 22%
20%
20%
16%
10% 19% < 100
14% 14% 14% 12% 11%
0%
2020 2021 2022 2023 2024 Q1 2025
Source: JLL Research, Q1 2025
194The table below provides an understanding of the most prevalent deal sizes across markets:
Table 5: Enterprise seat leasing based on size of transactions (no. of seats leased): Key Trends
< 100 100-200 201-300 301-500 > 500
Delhi NCR, Chennai Demand is more The top four cities in Bengaluru, Pune, Bengaluru, Pune,
and Bengaluru spread across markets, terms of operational Hyderabad, and Delhi Delhi NCR, and
dominate small deal with Bengaluru, flex stock – NCR account for over Chennai have been
sizes of <100 seats Chennai and Delhi Bengaluru, Delhi 80% of all seat the leading cities in
with a combined share NCR typically NCR, Pune, and demand in this this segment with a
of around 65-70% accounting for a 60- Hyderabad dominate segment in recent combined ~80% share
across all time periods 65% share in the past this segment, times across all time periods
two-three years accounting for over
Share of smaller deals 2/3rds of seat demand Share in overall flex Highest share among
has reduced as Decline in share of seat demand has all deal size segments,
demand from large deals due to larger Share has remained remained range-bound pointing towards
enterprises has requirements now relatively range-bound increased demand for
increased being directed towards with a slight bigger, managed
flex downward trend solutions from large
enterprises
Enterprise seat take-up demand becomes more secular
The tech sector has traditionally been at the forefront of seat take-up by enterprises. However, its share witnessed a
decline in 2021 and 2022. In contrast, Indian startups have experienced a remarkable rise, claiming the second-highest
share over the same period, and reaching a peak of 30% in 2022. This highlights how the Indian startup ecosystem has
embraced flexible workspaces, which provide the ideal combination of cost-effectiveness, convenient locations, and
flexible lease terms while creating modern, flagship workplaces for their employees. In 2023 and 2024, the share of tech
in flex seat take-up starting inching upwards. Tech continued to dominate the flex seats take up during the first quarter
of the 2025, followed by BFSI and manufacturing sector. However, the evolving segment share shows a wider acceptance
of flex with even traditional industries like BFSI showing a much greater share in enterprise flex leasing trends.
What makes this story even more compelling is the diversification of demand across various industries.
Manufacturing/industrial companies, BFSI firms, and consulting organizations are all increasingly gravitating toward
flexible office solutions. This widespread adoption across sectors underscores the growing recognition of flexible
workspace advantages throughout the business landscape. Such universal appeal confirms that flexible office
environments can effectively serve diverse organizational needs, enabling companies from various industries to develop
modern workplaces specifically designed to address their distinct operational requirements.
195Figure 7.10: Enterprise seats leasing trend by tenant segment
Telecom,Healthcare-
100%
5% Biotech, Real Estate &
3% 11% 10% 12% 9% 8% Construction
90% 6% Startups
10%
14%
12%
17%
16%
80%
7%
Miscellaneous
30%
8%
6%
70% 9%
13%
Manufacturing / Industrial
12% 14%
2%
60% 11%
11%
e
r IT & ITeS
a
h50%
s
% 69% 31%
40% 37% Education
41% 39%
35%
30%
4%
E-Commerce
9%
1%
20%
7%
1% 1% 1% 1% Consultancy Business
3%
6% 9% 7% 5%
10%
9% 18%
6% 9% 8% 9% 9% BFSI
0%
2020 2021 2022 2023 2024 Q1 2025
Source: JLL Research, Q1 2025
Competitive Landscape: Tier I Cities
The growth of the flex space market can be attributed to the rapid scaling up of existing players and the entry of new
players with innovative business models. The strong demand for flex spaces, combined with low entry barriers, has
attracted new players to venture into this segment. Currently, there are over four hundred flex space operators in India, a
significant increase from just a handful in 2010. However, the top seven players dominate the market, accounting for
~51% of the flex office stock across the top seven markets in India.
Table 6: Largest flex space operators in India, March 2025
Number of Operational Operational
Name of Tier I Presence
centers in Area in number of
flex cities in Tier Highlights
Tier I Tier I, mn seats in
operator present in II cities
markets sq ft Tier I
Table Space Bengaluru, ~85 – 95 ~7.5 – 9.5 ~118,500 No One of the most premium managed
Chennai, space providers and among the
Delhi NCR, fastest growing with new offerings
Hyderabad, of serviced suites and asset
Mumbai & management. They mostly cater to
Pune large requirements of greater than
100 seats
196Number of Operational Operational
Name of Tier I Presence
centers in Area in number of
flex cities in Tier Highlights
Tier I Tier I, mn seats in
operator present in II cities
markets sq ft Tier I
Smartworks Bengaluru, ~55 – 60 ~8.0 – 9.5 ~125,600 Yes Smartworks is a leading player in
Chennai, the market, offering managed
Delhi NCR, enterprise solutions across all top 7
Hyderabad, cities. They are now expanding
Kolkata, their offering to include campus-
Mumbai & style facilities and looking at
Pune opportunistic demand led growth
in key markets. They mostly cater
to large requirements of greater
than 100 seats
WeWork Bengaluru, ~65 – 70 ~7.0 – 8.5 ~108,000 No Premium operator offering a
Chennai, combination of coworking,
Delhi NCR, enterprise and managed space
Hyderabad, offerings, the brand is now
Mumbai & completely owned by domestic
Pune entities. It typically caters to
requirements across all sizes.
Having achieved profitability, the
brand is now seeking to expand
primarily in Tier 1 markets, with a
greater emphasis on enhancing
their managed offerings
IndiQube Bengaluru, ~95 – 105 ~6.0 – 7.0 ~100,050 Yes Mostly managed space solutions
Chennai, being offered across its centers.
Delhi NCR, Has one of the largest center
Hyderabad, networks across Tier 1 and Tier 2
Mumbai & markets with mostly mid-sized
Pune facilities
Awfis Bengaluru, ~160 – 170 ~5.0 – 6.0 ~88,200 Yes Provides coworking as well as
Chennai, managed space solutions across its
Delhi NCR, centers. Highest number of
Hyderabad, operational centers covering
Kolkata, multiple Tier 1 and 2 cities. Caters
Mumbai & to requirements across all sizes,
Pune with a greater emphasis on catering
to larger size requirements through
their managed space offering. It is
also the first listed flex operator
Simpliwork Bengaluru, ~40 – 50 ~3.5 – 4.5 ~55,000 No Managed workspace provider
Chennai, spread across all major Tier 1 cities
Delhi NCR,
Hyderabad,
Kolkata,
Mumbai &
Pune
Redbrick Bengaluru, ~55 – 60 ~3.0 – 3.5 ~46,750 No Specializes in custom-designed,
Hyderabad, managed office spaces. Maximum
Mumbai & number of centers in Mumbai and
Pune Pune. Plans to expand to other
Tier 1 cities
Source: JLL Research, Q1 2025
DevX - an emerging flex operator
In addition to the seven largest operators, DevX (Dev Accelerator Limited) is rapidly emerging as one of the fastest-
growing flex space solution providers in the country in terms of growth in flexible workspace stock. Specializing in
197complete Built to Suit Managed Office Solutions for enterprises, DevX has established a presence across 15+ submarkets
in the Tier 1 markets of Delhi NCR, Hyderabad, Mumbai, Pune, and Tier 2 markets of Ahmedabad (including
Gandhinagar), Indore, Jaipur, Udaipur, and Vadodara. In addition to these, DevX also has an operational center in Rajkot.
In the larger Tier 1 markets of Delhi NCR, Hyderabad, Mumbai, and Pune, DevX has ten operational centers occupying
more than 0.2 mn sq ft and a capacity of ~4,700 seats. In Tier 2 markets, DevX is one of the largest flex space operators
in terms of operational flex stock. With an operational footprint of nearly 0.6 mn sq ft and more than 9,000 seats, DevX
has a strong presence across cities such as Ahmedabad (including Gandhinagar), Indore, Jaipur, Udaipur, and Vadodara.
Impressively, DevX maintains impressive average occupancy levels of ~88% across these tier 2 locations (as of March
2025).
7.3 Emerging Tier II Flex Markets
Table 7: Overview of Tier II flex markets, March 2025
Operational Operational Average Rental
Name of No. of Prominent No. of
Flex Stock, number of Occupancy, Range,
market operators Operators centers
mn sq ft flex seats % INR/seat/ m
DevX,
Opulence,
6,000 –
Ahmedabad* 25-30 The 50-60 1.5-1.7 ~24,500 80-85
13,000
Address,
Incuspaze
Awfis,
DevX,
IndiQube, 3,500 –
Jaipur 30-35 50-60 0.6-0.8 ~11,300 70-75
Regus, 13,000
Skootr,
Smartworks
DevX,
Akshat
1,500 –
Udaipur 12-18 Coworking, 15-20 0.05-0.1 ~1,100 30-40
5,500
The Artist
House
DevX,
6,000 –
Vadodara 15-20 Regus, The 20-25 0.2-0.3 ~4,900 70-75
9,000
Address
Nexus,
Incuspaze,
5,000 –
Indore 30-35 DevX, 40-50 0.6-0.8 ~14,000 70-80
18,000
Awfis,
Smartworks
Awfis, Bigg
Bang,
Magnet
Chandigarh/ Cowork, My 3,000 –
25-30 50-60 0.3-0.4 ~7,800 65-70
Mohali/Tri-City Soho, Next 12,500
57, Regus,
Starthub
Nation
Awfis, The
Office, 6,000 –
Kochi 15-20 20-25 0.4-0.5 ~6,400 75-85
KUBZ, 13,000
Smartworks
MyBranch,
2,500 –
Coimbatore 20-25 Discover, 30-40 0.2-0.3 ~5,200 60-70
12,000
Aztech
Awfis, 6,000 –
Bhubaneshwar 10-15 20-25 0.2-0.3 ~4,500 60-65
Workloop 12,500
Source: JLL Research, Q1 2025
*Ahmedabad data includes Gandhinagar
198Why the push for Tier 2 cities?
Tier 2 cities have emerged as alternative locations for many occupiers, given the changing workplace strategies in a post-
COVID world. As hybrid models have evolved, so have occupier strategies with respect to their office portfolios. While
some firms have experienced increased occupancies in Tier 1 cities as employees return to the office and shift back from
their hometowns, others have recognized the value of establishing a presence in Tier 2 cities as well. In fact, many are
using this opportunity to explore such smaller towns that serve as tech talent hubs for setting up permanent offices. As a
result, Tier-2 cities are becoming vibrant centers of activity. The increasing role of employees in determining their work
patterns and requesting more flexibility has led employers to consider space demand and headcount in a different light.
The distribution of headcount across Tier 1 and Tier 2 cities will determine the space needs across both these categories.
The overall space demand may then also change in terms of its distribution between conventional and flex spaces, as flex
workspaces are well-suited to meet this kind of on-demand space needs and fulfil requirements in Tier 2 cities.
Flex operators are playing a significant role as new working models are evolving. Indian companies, SMEs, startups, and
large corporations are increasingly focusing on India's interiors, recognizing the untapped business potential across
various segments including fintech, edtech, and consumer support. This has led to the establishment of offices in these
cities to expand business outreach and provide local support services. In this scenario, the opportunity for flex operators
to partner with such companies and offer them quality office infrastructure becomes prominent. Enhanced workforce
mobility and employee flexibility have driven the hub-and-spoke model, where firms cater to their dispersed workforce
while also accessing the talent pool available in these locations. The need for ready-to-use, serviced offices with reliable
real estate and supporting infrastructure puts flex operators at the forefront of supporting growth in Tier 2 cities. Flex
operators bridge the gap created by a lack of quality real estate and infrastructure, resulting in a symbiotic environment
that fuels the growth of flex in Tier 2 cities. This post-COVID transition is primarily driven by enterprises, highlighting
the importance of flexibility across the entire real estate stakeholder spectrum. Business continuity is also a crucial
consideration for occupiers looking at Tier 2 cities as part of their expansion and geographic diversification plans. Lower
operational costs and the ability to retain talent through flexible and mobile options are additional factors contributing to
the push toward Tier 2 cities.
India Tier II* Cities Flex Stock Growth
As of March 2025, the operational flexible stock in the nine emerging tier II office markets analysed stands at 4.59 mn
sq ft. This represents ~9x growth compared to the 2018 flex stock numbers in these cities.
Figure 7.11: Flex stock in Tier II, mn sq ft
5.00 4.59
4.27
4.00 9X Growth 3.50
t
f
q
s
n
3.00 2.54
m
n
i
a
2.00
1.50
e
r
A
0.88
1.00 0.71
0.51
0.00
2018 2019 2020 2021 2022 2023 2024 Mar-25
Source: JLL Research, Q1 2025
*Tier II cities include, Ahmedabad, Jaipur, Udaipur, Vadodara, Indore, Chandigarh/Mohali/Tri-City, Kochi, Coimbatore,
Bhubaneswar
The stock of flexible workspaces in Tier 2 cities has tripled since 2021, following the COVID-19 pandemic. This growth
can be attributed to the expansion of national operators such as DevX, Awfis, and Smartworks in these markets, as well
as the emergence of several regional and local operators opening centers in these cities. DevX is one of the largest flex
space operators in Tier 2 markets in terms of operational flex stock. With an operational footprint of nearly 0.6 mn sq ft
and more than 9,000 seats, DevX has a strong presence across cities such as Ahmedabad (including Gandhinagar), Indore,
Jaipur, Udaipur, and Vadodara. Furthermore, ~69% of their presence in Tier 2 markets is concentrated in Ahmedabad
(including Gandhinagar), where DevX accounts for more than one-fourth of the total operational flex stock. Alongside
being one of the largest operators, DevX maintains impressive average occupancy levels of ~87% across these tier 2
199locations (as of March 2025).
Figure 7.12: Market share of operators in Tier 2 markets based on operational flex stock, March 2025
DevX, 12.2%
Operator 2, 10.6%
Operator 3, 8.6%
Others , 56%
Operator 4, 6.9%
Operator 5, 5.7%
Source: Company, JLL Research, Q1 2025
7.4 The Managed Space Universe
Pure-play managed space operators have experienced the fastest growth compared to other flex space operators. In fact,
the managed space segment has grown at a CAGR of 54% since 2018, with its footprint expanding approximately fifteen
times during the same period. It is worth noting that managed space, as a subset of the larger flex space market, is expected
to continue witnessing significant expansion. This is evident in the increasing number of large-seat take-ups (>500 seats),
which now account for ~30% - 40% of all seats taken up in the flex space sector.
The key benefits of managed spaces are given below:
Stakeholders Benefits
Landlord Perspective - Long-term lease by operators is backed by a similar term agreed between
occupier and operator, thus ensuring safety of lease revenues.
- Opting for a managed space enables the inclusion of a well-known brand within
the building premises, thereby enhancing the project's profile and adding
significant value
- When a new occupier enters the project through the managed space route, there
is potential for further expansion, creating opportunities to fill the project
- Possibility of partnering with the operator to run value-added services within the
building premises, enhancing the overall experience for occupants and
potentially attracting more tenants
Operator Perspective - Long-term occupier contract ensures capex recovery. Contractual terms allow
for lock-in periods, mitigating downside risks
- Achieving occupancy from day zero ensures the generation of income right from
the inception stage
- Stable income stream and full occupancy support improved cash flow
management
- Occupier profile adds value to operator’s brand and facilitates future expansion
opportunities
200- Ability to repurpose fitouts after an occupier's exit allows for extracting further
returns on investment and maximizing the utilization of the space
Occupier Perspective - One stop solution: from identifying suitable locations to design & build services
and ongoing space management, all provided by a single vendor
- Moving away from long gestation periods typically associated with creating
operational spaces, which include time needed to source space, employ multiple
vendors for project management to needing an administrative team for managing
daily operations
- Consolidated opex model, eliminating the need for upfront capex costs
- Enhanced, modern workspaces with the right branding and amenities
- Provision to expand through compliant workspaces in Tier 2 cities, unlocking
new growth opportunities
- Flexibility to scale up or down without incurring penalties, based on terms of
contractual agreement
- No hassles of capex recovery or removal of fitouts post space exit
Table 8: Prominent players in the managed space universe, March 2025
Table
Smartworks Incuspaze IndiQube Simpliwork DevX Highlights
Space
Smartworks has the
highest operational
Current footprint; DevX is
operational 8.0-10.0 7.5-9.5 1.6-1.8 6.0-7.0 3.5-4.5 0.8-0.9 emerging as one of
footprint the fastest growing
managed space
operators
Incuspaze, Table
Space. Smartworks
~33.8-
CAGR in and DevX are
38.8%
footprint ~57.4- ~111.1- ~30.6- ~23.5-28.5% amongst the fastest
~43.0-48.0% (since
(2018 - 62.4% 116.1% 35.6% (since 2019) growing flex space
March
2024) operators in terms of
2022)
flex operational
stock
Smartworks leads in
terms of operational
seats as well amongst
Number
~126,000 ~118,500 ~26,700 ~103,300 ~55,000 ~13,759 the benchmarked
of seats
operators followed
by IndiQube and
Table Space
IndiQube leads in
terms of number of
centers; DevX has
Number lager number of
55-65 85-95 20-25 100-110 40-50 25-30
of centers centers compared to
Incuspaze even
though footprint is
much lesser
Smartworks prefers
to operate on a
Average
campus format and
center size 0.12-0.15 0.09-0.10 0.11-0.12 0.05-0.06 0.09-0.10 0.03-0.04
hence has the highest
(mn sq ft)
average facility size;
For DevX, the
201Table
Smartworks Incuspaze IndiQube Simpliwork DevX Highlights
Space
average center size is
around 0.03-0.04 mn
sq ft, given its
presence largely in
Tier 2 markets
Presence in Bengaluru, Bengaluru, Bengaluru, Bengaluru, Bengaluru, Delhi DevX is present in
Tier I Cities Chennai, Chennai, Delhi NCR, Chennai, Chennai, NCR, four out of the top
Delhi NCR, Delhi Hyderabad Delhi Delhi NCR, Hyderabad seven markets with
Hyderabad, NCR, & Mumbai NCR, Hyderabad, , Mumbai plans of expanding to
Kolkata, Hyderabad Hyderabad, Kolkata, & Pune other markets in the
Mumbai & , Mumbai Mumbai & Mumbai & future
Pune & Pune Pune Pune
Presence in Ahmedabad, NA Ahmedabad, Coimbatore NA Ahmedaba DevX is the largest
Tier 2 Indore, Bhubanesh , Jaipur, d, Indore, managed space
Cities Jaipur, war Madurai, Jaipur, operator in Tier 2
Kochi Dehradun, Kochi, Udaipur & markets in terms of
Indore, Vijayawad Vadodara operational flex
Kochi, a stock, with centers
Lucknow, across 6 cities
Trivandrum
& Vadodara
Typical Most deal Most deal Most deal Most deal Most deal Most deal While DevX caters
deal size sizes over sizes over sizes over sizes over sizes over sizes over to clients across
(seat 100 seats, 100 seats, 100 seats, 100 seats, 100 seats, 100 seats, cohort sizes,
leasing to with a with a with a with a with a with emphasis is on larger
occupiers) maximum maximum maximum maximum maximum maximum size managed space
share in share in share in share in share in share in deals
>500 seats >500 seats >500 seats >500 seats >500 seats >150 seats
Average 12,000 – 18,000 – 6,500 – 7,500 – 13,000 – 8,000 – DevX offers
per seat 13,000 20,000 8,500 10,000 14,000 10,000 competitive pricing
pricing that aligns with
(INR/mont industry standards
h
Source: Company, JLL Research, Q1 2025
DevX is emerging as a prominent player in the managed space segment. Their specialization lies in providing enterprises
with fully customized and technologically advanced offices, encompassing all aspects from design and execution to
management. Managed spaces (including payroll and facility management) contribute to approximately 70-80% of their
overall revenue from operations. Importantly, it is worth noting that most deals encompass over 150 seats and have
average lease tenures ranging from 5 to 9 years, with lock-in periods of 3.5 to 5 years.
Table 9: Comparison of lease tenures
Traditional spaces Managed Spaces
DevX
(Industry Average Range) (Industry Average Range)
Lease Tenure 5 – 9 years 3 – 5 years 5 – 9 years
Lock-in 3 – 5 years 2.5 – 4 years 3.5 – 5 years
Source: Company, JLL Research, Q1 2025
These longer lease commitments provide a stable and predictable revenue stream, help build stronger relationships with
occupiers potentially leading to contract renewals or expansions in the future, and achieve operational efficiency in the
managed space segment.
202Table 10: Key financial KPIs (cumulative) for the top 5* managed space operators
2019-20 2020--21 2021-22 2022-23 2023-24
Revenue from
operations 6,315.6 10,454.4 13,524.5 23,836.1 34,178.5
(INR mn)
EBIDTA
1,548.1 2,888.0 5,316.7 12,985.5 17,224.0
(INR mn)
PAT
(748.4) (732.9) (272.9) (673.0) (4,631.5)
(INR mn)
Net worth
3,024.9 2,329.2 1,584.9 3,853.4 2,342.9
(INR mn)
Long-term
borrowings 2,896.8 3,000.0 3,504.2 14,507.0 14,081.0
(INR mn)
Revenue growth
173.6 65.5 29.4 76.2 43.4
(%)
EBIDTA margins
24.5 27.6 39.3 54.5 50.4
(%)
Source: MCA
*Top 5 operators include Smartworks, Tablespace, Incuspaze, IndiQube and Simpliwork
7.5 Operating Models for Flexible Workplaces
In the Indian flex market, landlords and flex space operators typically engage in four types of arrangements as given
below. Among prominent landlords in India, the Straight Lease model remains the most popular choice.
Straight Lease Model: The Straight Lease model entails landlords leasing space to operators at a fixed rental amount.
This arrangement resembles a traditional lease, with market-standard terms and conditions, such as common area
maintenance charges, escalations, and minimum lock-in periods. By opting for this model, landlords can minimize risk
and enjoy a stable income stream while also limiting their involvement in the day-to-day operations of the flex space. It
is favoured by established landlords in the market who prefer a straightforward and predictable financial arrangement.
~73% of DevX’s operational flex centers operate under this type of agreement with landlords.
Revenue Share Model: Under this model, landlords and flex space operators enter a partnership, sharing both risks and
rewards. In the Revenue Share model, the rent payment that operators make to landlords is based on a percentage of the
generated revenue. Depending on the agreed-upon terms, landlords may or may not contribute to the capital expenditure
for fit-outs. Instead of a fixed rental amount, landlords receive a share of the revenue or profit, on pre-negotiated terms.
In certain cases, landlords may also require a minimum-guarantee component within the arrangement.
Furnished by Landlord: Under this model, the landlord provides fully furnished and equipped office spaces to flex
operators. The cost of fit-outs is either recovered in the form of fixed rentals (cost amortized over lock-in period) or a
share of the revenue/profit. ~23% of DevX’s operational flex centers operate under this type of agreement with landlords.
Management Contract: Under the management contract model, the flex operator acts as a service provider, offering
expertise in managing and operating the flex space, while the property owner retains ownership of the premises. The
operator provides a range of services, including space design and layout, community management, marketing and sales,
technology infrastructure, and overall facility management in exchange for a fixed service fee.
Advantages and considerations under different operating models
For the Landlord
Advantages Challenges
- Lower risk with certainty of revenue regard-l ess Upside potential is limited with rentals
of the performance of the center. remaining fixed during the agreed upon period.
Straight Lease
- Limited involvement in day-to-day operati-o ns No control over center design and tenant profile.
of the flex space center.
203Advantages Challenges
- No capital expenditure incurred on fit-out of the
center.
- Greater upside potential based on performa-n ce Might need to incur capital expenditure on fit-
of the flex space center. out of the center based on nature of agreement.
Revenue Share
- More control over center design and ten- ant Higher risk with returns linked to the
profile based on nature of agreement. performance of the center.
Furnished by - More control over center design and tena- nt Incurs capital expenditure on fit-out of the
Landlord profile center.
- Maximum upside potential based -o n Incurs capital expenditure on fit-out of the
performance of the flex space center. center.
Management
Contract
- Total control over center design and tena- nt Highest risk with returns linked to the
profile. performance of the center.
For the Operator
Advantages Challenges
- Greater revenue potential linked to performan- ce Higher risk with operator having to pay fixed
of the flex space center. The entire upside rentals irrespective of the occupancy of the
potential in terms of revenue from F&B, digital center.
Straight Lease products belong to the operator.
- Higher upfront cost with the entire capital
- Limited or no intervention by the landlord in how expenditure on fit-out of the center being
the center is operated incurred by the operator.
- Lower risk with the operator having to pay no- or Upside potential from the center is reduced
minimum guarantee rentals in case of low
occupancy in the center. - Time and effort required in coordinating with
Revenue Share the landlord, who will have a say in how the
- Potential for lower capital expenditure incurred center is operated.
on fit-out of the center, based on agreement with
the landlord.
Furnished -b y Zero capital expenditure incurred on fit-out of -th e Limited control over center design
Landlord center
- Lowest risk with certainty of revenue regardle- ss Upside potential is limited with service fee
of the performance of the center remaining fixed during the agreed upon period
Management
Contract
- Zero capital expenditure incurred on fit-out of the
center
In addition to the four types of prevalent arrangements between landlords and flex operators, the Opco-Propco structure
is also being utilized in the flex industry. The Opco-Propco model, short for Operating Company-Property Company
model, is a structure which is being utilized in the flex industry. It involves the separation of the operational functions
(Opco) from the ownership of the physical properties (Propco). Under this model, the Opco is responsible for the day-to-
day operations of the flex space. This includes managing memberships, providing services and amenities, facilitating
community engagement, and ensuring smooth functioning of the workspace. The Opco generates revenue through
membership fees and service offerings. On the other hand, the PropCo owns the physical properties and leases them to
the Opco. Their primary role is to acquire, develop, and maintain the real estate assets that are used as flex spaces. The
Propco generates revenue through rental income from leasing the spaces to the Opco.
This separation allows for greater flexibility and scalability in the flex industry. The Opco can focus on providing a high-
quality experience for its members, while the PropCo can focus on optimizing the real estate portfolio and value creation.
Additionally, the Opco can expand its operations by leasing new properties from the Propco without the need for
significant capital investment. The model also provides benefits in terms of risk management and financial stability. The
Propco, as the owner of the properties, holds the real estate assets and can generate a steady rental income, even if the
Opco faces challenges or changes in demand. This helps in mitigating risks and ensuring the long-term sustainability of
the business.
2047.6 Flex Spaces: Benefit to all Stakeholders
Tenant perspective
Traditionally, occupiers only had the option of entering conventional leases directly with the landlord. These conventional
leases typically involved standard tenures, lock-in periods, and required occupiers to invest in fitouts. However, the rise
of flex space operators has transformed the commercial real estate landscape, providing occupiers with alternative ways
to secure office space and tailored solutions. In the recent years, tenant preferences are gravitating toward agile space
options. Average lease terms have compressed, workforces have become increasingly mobile, and companies have been
more cautious and deliberate in making capital expenditures. The benefits linked to operating out of a flex office setup
over a conventional setup are manifold.
Cost Savings: Leasing with a flex space operator often translates to lower costs with reduced administrative costs and
other overhead expenses. Pre-built, move-in ready space can reduce initial out-of-pocket expenses, enable greater
efficiency, and potentially drive down total occupancy costs.
Zero capital expenditure: The key benefit for occupiers opting for customised spaces over traditionally leased spaces
is the savings on the upfront expenditure for fit outs. In simple terms, while the operational costs are mostly higher
because occupiers end up paying a composite rent for a bouquet of services, there are significant savings on capital
expenditure.
Lease tenure flexibility: Flexible space helps organizations “buy time” as they launch new initiatives, establish growth
projections, and develop longer-term space strategies. Tenants with space requirement for a shorter duration face certain
challenges in leasing out space with space owners as the minimum lock-in period for organized office spaces is typically
three or more years. Flexible workspaces allow the tenants to take up spaces as per their requirement in terms of lease
tenures / lock-ins, thus allowing for greater flexibility.
Increased portfolio flexibility: Companies can scale up or down easily based on changing business needs. The flexibility
to increase or decrease seat take-up is a key attraction for start-ups and SMEs, many of whom are faced with uncertain
growth and cash flow expectations.
Innovation and collaboration opportunities: Flex arrangements foster innovation through increased employee
interaction, exposure to new business concepts and cross-pollination of ideas. Employees share the space with
professionals from diverse industries which provides them with networking opportunities and can lead to valuable
partnerships.
Customization and convenience: For large corporates, the possibility of getting spaces customised to their requirements,
a low gestation period and the convenience of managed flex spaces are important factors. Corporates today view their
workplace environment as an instrument to drive business performance and enhance engagement, empowerment, and
fulfilment among staff. The furtherance of this agenda requires an element of specialisation, and flex space operators are
filling this gap, thereby yielding tangible benefits to the occupier.
However, it is pertinent to note that the associated benefits vary, depending on the type of occupiers and their scale of
operations. Start-ups and SMEs, many of whom are faced with uncertain growth and cash flow expectations are primarily
attracted to the cost and flexibility factor. For large corporates, the savings on upfront expenditure for fit outs as well as
the customization and convenience are major pull factors. Large corporates are enticed by the savings on upfront
expenditure for fit outs, as well as the enhanced customization options and unparalleled convenience provided by flex
space operators.
Thus, flex office space is a viable real estate option for all types of office occupiers—from freelancers and start-ups to
large corporates. Varied in-house amenities like gym, spa, food court, gaming zones, sleeping pods, crèche services, etc.,
and perks such as seamless access to the operator’s flex spaces across locations only add to the attractiveness of the deal.
A study of costs incurred in a Grade A traditional office space and flex space offerings of a prominent operator reveals
that while co-working setups can potentially offer cost savings of 10 – 15% when compared to a traditional lease deal in
a similar property in the vicinity, the cost of a managed space setup will be similar. In the case of managed flex spaces,
savings in capital expenditure, convenience and customization are the pull factors for occupiers.
205Table 11: Unit Economics – Traditional vs flex
Traditional Lease Flex
Co-working/Hot desk Managed
Rental 290 - 300 NA NA
(INR/sq ft/m)
CAM 15 - 20 NA NA
(INR/sq ft/m)
Fit - Out 40 – 50 NA NA
(INR/sq ft/m)
Operating Expenses 45 – 50 NA NA
(INR/sq ft/m)
Occupancy Cost 390 - 420 NA NA
(INR/sq ft/m)
Occupancy Cost 31,200 – 33,600 25,000 – 30,000 30,000 – 35,000
(INR/seat/m)
Source: JLL Research, Q1 2025
Note: Comparison based on quoted rentals and costs in a central business district in Mumbai; Area occupied per seat is assumed to
be 80 sq ft in case of traditional lease
Landlords’ perspective
The willingness of prominent landlords to embrace flex space operators in their portfolios has significantly increased in
recent years. Recognizing the benefits that flex spaces bring to their buildings, landlords are adapting to the changing
landscape.
The presence of flex space operators leads to a transformation of the building ecosystem, creating a diverse occupier base
and fostering a vibrant working environment. These operators also offer a range of amenities, such as meeting rooms,
conference facilities, and crèche services, available to all tenants for a fee. Moreover, having reputable flex space players
in a building enhances its appeal, increasing its branding and marketability.
By providing flexible solutions, landlords can retain their existing tenants by offering overflow space and avoiding the
need for tenants to relocate. This helps ensure longer tenant retention.
There are multiple reasons why space owners prefer partnering with or leasing to flexible workspace operators in
comparison to traditional tenants. Flex space operators have the capability to provide fully customized office solutions,
catering to specific client needs that landlords may not have the capacity to accommodate. Additionally, when tenants
have existing spaces with a particular operator and are satisfied with the service, they prefer to continue working with
that operator in other locations. This allows developers to attract tenants by partnering with flexible workspace operators.
Co-working spaces also serve as an added amenity to a building. They often fulfil small and short-term requirements,
requiring the operator to manage multiple tenants' needs simultaneously. This may necessitate an extensive leasing and
customer relationship team. While space owners typically prefer long-term leases, they recognize the importance of co-
working spaces as an essential amenity and provide space to co-working operators to meet smaller requirements. This
arrangement also helps space owners retain existing tenants with smaller space needs that can be accommodated by these
co-working spaces.
• Chapter 8: Challenges for the Flex Industry
The flexible workspace industry in India has experienced significant growth in recent years, driven by evolving work
preferences and the changing nature of the workforce. However, it also faces certain challenges and risks that can impact
its long-term viability. These include:
o Economic Volatility: The flex space industry can be heavily influenced by economic fluctuations and downturn
cycles. During economic downturns or periods of low business activity, occupiers may face corporate budget cuts
or there may be hiring freezes which impacts real estate demand. As a result, tenant demand for office spaces can
reduce translating into lower demand for flex workspaces, which can impact occupancy levels and rental incomes
for operators.
206o Real Estate Market Dynamics: The flex space industry relies heavily on the availability of suitable real estate
spaces. Fluctuations in the real estate market, including rising rental costs, limited availability of prime locations,
or changes in property ownership, can pose challenges for operators seeking to expand or establish spaces. Matching
supply with fluctuating demand can be challenging and requires effective market analysis and forecasting.
o Market Demand and Competition: The flexible workspace industry in India is highly competitive, with numerous
global and domestic operators like WeWork, AWFIS, Smartworks, Table Space, Incuspaze, IndiQube, Simpliwork
and DevX fighting for market share. Increased competition can lead to price wars, reducing profit margins and
creating challenges for operators to differentiate their offerings. Understanding and accurately predicting market
demand for flex workspaces can be challenging. Competition among operators has grown significantly over the
years, leading to a demand-supply mismatch of spaces and pricing pressures in certain submarkets.
o Lease Commitments: Flex space operators often enter long-term leases with landlords, while offering flexible
lease terms to their tenants. This discrepancy in lease commitments can create potential risks if the operator is unable
to fill the space or if there is a high turnover of tenants, resulting in revenue gaps. Flex workspaces strive to offer
flexible leases to tenants, but this can pose challenges in terms of maintaining operational stability and financial
sustainability. Operators need to strike the right balance between providing flexibility to tenants while ensuring a
stable business model. It will be important for operators to minimize their exposure to short-term leases to mitigate
this risk.
o Tenant Retention and Occupancy: Flex workspace operators need to consistently attract and retain tenants to
maintain high occupancy levels. Providing value-added services, maintaining a positive community culture, and
offering flexible lease terms are essential to meet tenant expectations and drive long-term occupancy.
o Evolving Workplace Preferences: The pandemic has accelerated the shift towards hybrid work models. Operators
need to adapt to changing workplace dynamics and cater to the evolving needs and expectations of tenants, such as
flexible terms, health and safety protocols, and remote work support.
o Changing landlord-flex operator dynamic – From straight lease models to landlords becoming partners through
fitouts cost funding route (partially or fully) to revenue share or management contract type arrangements, the
dynamic between the flex space operator and landlord is constantly evolving. These formats also differ across
markets, given the risk profile of the office cluster, the landlord/property owner’s standing and asset quality. As
landlords want to be more participative in the flex market, there is potential for contractual conflicts which may
disrupt the centre’s operations. Also, landlords may choose to enter the business of competing flex offerings.
However, the risks here are evened out as operators bring in specialised service characteristics and expertise which
a landlord may not be able to match. Offering a property is different than the service and the flex market is now
differentiated on its overall service offering than just the property or fitouts.
o The flex versus conventional space debate – For large enterprise outgrowing flex spaces or choosing to move to
conventional spaces will be potential risks for the operator or sector. The occupiers may also tie up directly with
property owners through a fully fitted option being made available by such landlords. However, the overall service
and experience offering is the demand from occupiers, which flex operators specialise in. Also, the demand
continuum has evolved where flex is now a part of mainstream portfolio strategy for large enterprises. Managed
operators protect their downside through lock-ins which allows them recovery of their investment capex as well as
cover lease considerations. Managed operators also can refurbish and offer the same space as ‘second generation’
to other occupiers as well. This carries some re-leasing risk but as a fully, serviced offering will find new takers.
The transformation of real estate from a commodity or product to a service is now complete and flex has laid down the
roadmap for offices of the future – agile, distributed, modern and engaging. Managed offices and hybrid flex centers
catering to a wider demand for private offices as well as coworking set-ups will continue to remain the mainstay for the
flex industry. However, service offerings, scale of the platform, the evolving developer/landlord partnership and occupier
relationships will be key differentiators across the operators in this segment. The flex workspace industry has proven its
resilience and adaptability, which is underscored by its sustained presence and growing prominence. Flex spaces have
become an integral part of the corporate ecosystem, providing organizations with the flexibility and agility required in an
ever-evolving business landscape. As the demand for flexible workspace solutions continues to rise, operators must
anticipate and cater to the changing needs of occupiers. This includes addressing evolving work practices and
technological advancements, as well as ensuring personalized experiences and dynamic offerings.
In conclusion, flex workspaces are not just a passing trend, but a fundamental shift in how offices are conceived and
utilized. The industry's ability to provide customized, scalable, and service-oriented environments ensures its sustained
relevance in the future of work. Flex workspaces are here to stay, serving as hubs of innovation, collaboration, and
productivity for businesses of all sizes.
207Chapter 9: The Design & Build Industry
This industry (Design & Build) has evolved from single and specific work outcomes’ entities converging/converting into
a seamless service delivery one, mostly in the engineering, design, and construction industry.
Design & Build brings designers and the construction/execution/EPC team together as one entity streamlining the process
& schedules, thereby ensuring optimal results in terms of delivery and costs while creating a single point of contact for
both the design and construction phases of a project.
A project with multiple vendors or consultants can create potential conflicts thus resulting in both cost and time overruns.
In fact, successful delivery of a project is often a balancing act between the consultant and contractors, making the client
in essence a sort of a mediator who is either figuring out the origins of the overruns or resolving disputes. Successful
project delivery can often be a balancing act between the MEP (Mechanical, Engineering and Plumbing) consultant and
MEP (Mechanical, Engineering and Plumbing) contractor where the end client becomes the intermediary settling disputes
or sorting out the origins for cost overruns and associated issues between consultant and contractor.
Design & Build allows the costs to be agreed upon upfront under a single consultant/vendor, negating coordination on
multiple fronts. This also reduces rework on projects, inherently allowing for design errors to be rectified before
construction given that the consultant comes with expertise in both fields. With a singular contract, risks are carried to a
significant extent by the vendor given that he is responsible for resolving design issues as well as execution omissions.
This is a solution-based approach to work, enabling greater efficiency and optimum results.
The design and build market in India have experienced significant growth and evolution in recent years. This market
segment encompasses the seamless integration of architectural design, engineering, and construction services, offering a
comprehensive approach to creating innovative and efficient office spaces. With the growth of various industries and the
increasing demand for modern infrastructure, the design and build market has become a thriving sector in India. This
approach allows for greater collaboration between design professionals, construction firms, and clients, enabling
streamlined project delivery and enhanced cost and time efficiencies. The design and build market in India is
characterized by its focus on sustainable and eco-friendly practices, incorporating sustainable building materials, energy-
efficient systems, and green technologies. This market holds immense potential as more organizations and individuals
recognize the advantages of a holistic approach to creating office spaces that are aesthetically pleasing, functional, and
environmentally responsible.
Sizing the design & build market
There is a great deal of synergy between the Design & Build sector and the managed space segment. All managed space
operators are in effect Design & Build consultants too, as they offer the full bouquet of services from design inception to
execution and handover of operational space and over and above then offer superior space management and operational
excellence services. Many of managed space operators could keenly look at offering standalone design & build services
as part of their overall offerings with asset management and services being an optional one as part of creating a completely
unique revenue stream. Having achieved a high degree of economies of scale on the design side, with their in-house team
of designers churning out multiple design options, the execution capability is visible in the quality of spaces they deliver.
Many operators have also added key manufacturing capabilities, such as in-house furniture production etc, which adds a
further layer of improving revenue by adding new avenues of growth and offering capabilities which can be monetised
individually or grouped in multiple ways.
India’s design & build market includes developer fitouts as well as fitouts through consultants and vendors. Nearly all
global as well as domestic companies opt for design & build given the efficiencies inherent in this model compared to a
Remove the
The yearly gross developer fitted Assumed D&B Total D&B
leasing across out and second opportunity in potential
top 7 cities + generation 100% of all derived from
incremental fitout leases foreign- average fit-out Total D&B
leasing volumes and derive a domiciled firms costs in Market Size
from top 10 ratio from the leasing space respective cities INR 120,000 -
Tier 2 cities last 3 years and 25% of to derive the 130,000 million
(between 10- trend on overall domestic firms Total
15% of top share of third looking at D&B Addressable
seven cities) party fitout solutions. Market (SAM)
opportunity
208multiple vendor-contractor-project manager approach. To understand the potential of the design & build market,
particularly in view of the opportunity that managed space operators can potentially target, we used the following
methodology:
Table 12: Design and Build Industry Size
2025E 2029F
D&B TAM (mn sq ft) 45 – 49 60 – 65
D&B TAM (INR million) 120,000 – 130,000 195,000 – 200,000
Source: JLL Research
The total addressable market (TAM) for the design and build industry represents a sizeable opportunity of INR 120,000
– 130,000 million and this is estimated to grow at a CAGR of 8.5 – 9% to reach INR 195,000 – 200,000 million by 2029.
Annexure
Company and Peer KPIs
Key Performance Indicators Dev Accelerator Limited Awfis Space Solutions Limited
As at and for Fiscal As at and for Fiscal
2025 2024 2023 2025 2024 2023
Financial KPIs
Revenue from Operations (INR 1,588.75 1,080.87 699.11 12,075.35 8,488.19 5,452.82
million)
Revenue CAGR (Fiscal 2023 to 50.75% 48.81%
2025)
EBITDA (INR million) (1) 804.57 647.39 298.81 4,274.80 2,454.10 1,555.58
EBITDA Margin (%) (2) 50.64 59.90 42.74 35.40 28.91 28.53
Restated Profit/ (Loss) for the year 17.73 4.37 (128.30) 678.70 (175.67) (466.37)
(INR million) (3)
Restated Profit/ (Loss) for the year as 1.00 0.39 (17.98) 5.38 (2.01) (8.24)
a % of total Income (4)
Total Equity (INR million) (5) 547.86 287.88 12.22 4,592.19 2,514.31 1,693.64
Capital Employed (INR million) (6) 1,820.96 1,292.95 338.79 4,009.07 2,787.26 1,621.87
Total Assets (INR million) (7) 5,403.76 4,110.89 2,824.22 25,069.84 13,980.79 9,306.05
ROCE (%) (8) 25.95 17.31 3.65 37.82 17.73 3.44
Debt / Equity (9) 2.39 3.51 27.17 0.05 0.13 0.06
Operational KPIs
Operational Cities (10) 11 11 9 18 17 16
Operational Centers (11) 26 25 17 208 160 119
Operational Super Built-up Area 0.84 0.81 0.63 6.90 4.80 3.50
(million square feet) (12)
Number of Capacity Seats in 13,759 12,543 10,165 134,121 95,030 68,203
Operational Centers (13)
Number of Occupied Seats in 12,054 10,422 8,218 111,378 67,414 51,140
Operational Centers (14)
Occupancy rate in Operational 87.61 83.09 80.85 83.04 70.94 74.98
Centers (%) (15)
209WeWork India Management Limited IndiQube Spaces Limited
Key Performance Indicators As at and for Fiscal As at and for Fiscal
2025* 2024 2023 2025 2024 2023
Financial KPIs
Revenue from Operations
NA 16,651.36 13,145.18 10,592.86 8,305.73 5,797.38
(INR million)
Revenue growth (Fiscal 2023 to
26.67% 35.17%
2025)
EBITDA (INR million) (1) NA 10,471.02 7,956.10 6,165.42 2,263.36 2,366.90
EBITDA Margin (%)(2) NA 62.88 60.52 58.20 27.25 40.83
Restated Profit/ (Loss) for the year
NA (1,357.73) (1,468.10) (1,396.17) (3,415.08) (1,981.09)
(INR million) (3)
Restated Profit/ (Loss) for the year
NA (7.82) (10.32) (12.66) (39.36) (32.95)
as a % of total Income (4)
Total Equity (INR million) (5) NA (4,374.53) (2,921.11) (31.11) 1,306.33 (3,081.01)
Capital Employed (INR million) (6) NA 1,554.76 1,381.17 2,133.26 2,942.00 3 , 0 4 5 .99
Total Assets (INR million) (7) NA 44,827.61 44,140.17 46,851.23 36,679.13 29,693.17
ROCE (%)(8) NA 194.84 115.06 60. 66 (56.39) (20.18)
Debt / Equity (9) NA (1.41) (1.65) (71.51) 1.26 (2.02)
Operational KPIs
Operational Cities (10) NA 7 6 14 12 10
Operational Centers (11) NA 53 43 105 85 70
Operational Super Built-up Area
NA 6.33 5.54 6.26 5.33 4.25
(million square feet) (12)
Number of Capacity Seats in
NA 89,154 74,240 139,183 118,530 94,410
Operational Centers (13)
Number of Occupied Seats in
NA 73,139 62,200 118,467 95,076 79,002
Operational Centers (14)
Occupancy rate in Operational
NA 82.04 83.78 85.12 80.21 83.68
Centers (%)(15)
210Smartworks Coworking Spaces Limited
Key Performance Indicators As at and for Fiscal
2025 2024 2023
Financial KPIs
Revenue from Operations 13,740.56 10,393.64 7,113.92
(INR million)
Revenue CAGR (Fiscal 2023 to 2025) 38.98%
EBITDA (INR million) (1) 8,572.64 6,596.70 4,239.98
EBITDA Margin (%)(2) 62.39 63.47 59.60
Restated Profit/ (Loss) for the year (INR million)(3) (631.79) (499.57) (1,010.46)
Restated Profit/ (Loss) for the year as a % of total
(4.48) (4.49) (13.58)
Income (4)
Total Equity (INR million)(5) 1078.81 500.07 314.66
Capital Employed (INR million) (6) 4,367.21 4,249.81 3,445.13
Total Assets (INR million) (7) 46,508.54 41,470.84 44,735.03
ROCE (%) (8) 50.67 43.99 19.67
Debt / Equity (9) 3.69 8.55 16.38
Operational KPIs
Operational Cities (10) 15 13 12
Operational Centers (11) 46 39 39
Operational Super Built-up Area (million square feet) (12) 8.99 8.00 6.16
Number of Capacity Seats in Operational Centers (13) 183,613 163,022 137,564
Number of Occupied Seats in Operational Centers (14) 152,619 130,047 105,568
Occupancy rate in Operational Centers (%) (15) 83.12 79.77 76.74
Source: Financial statements, prospectus and investor presentations submitted to stock exchanges and at the listing of the Initial
Public Offering (IPO) with SEBI; For DevX Accelerator Limited – Received from Company
Notes:
*For WeWork India, data for FY 2024-25 is not available in the public domain
(1) EBITDA is calculated as profit / (loss) before tax plus finance costs, depreciation and amortisation expense and less other
income.
(2) EBITDA Margin is calculated as EBITDA divided by Revenue from Operations.
(3) Restated Profit / (Loss) for the year means the restated profit / (loss) for the year after tax as per the Restated Consolidated
Financial Information.
(4) Restated Profit / (Loss) for the year as a % of Total Income is calculated as restated profit / (loss) for the year divided by Total
Income.
(5) Total Equity is calculated as Total Net worth excluding non-controlling interest.
(6) Capital employed is calculated as the sum of total equity, total borrowings minus cash & cash equivalents.
(7) Total Assets means sum of non- current and current assets of the company.
(8) ROCE is calculated as EBIT divided by capital employed.
(9) Debt to Equity Ratio is calculated as total borrowings divided by total equity.
(10) For DevX and Awfis, Operational Cities refer to cities where (i) company has entered into binding lease or operating
arrangements with space owners; (ii) company has paid the security deposit to the space owners; and (iii) company’s clients
can start availing their services at the centers. For WeWork, Operational Cities refers to cities in which the company has Centers,
as at the end of each respective period. For IndiQube, it refers to the total number of cities in which the company has geographic
presence through rentable area plus area of centers under fitout. For Smartworks, it refers to the total number of cities in which
they have geographic presence.
(11) For DevX and Awfis, Operational Centers refer to centers where (i) company has entered into binding lease or operating
arrangements with space owners; (ii) company has paid the security deposit to the space owners; and (iii) company’s clients
can start availing their services at the centers. For WeWork, Operational Centers refers to Centers which are operational as at
211the end of each respective period/year; it excludes centers under Fit-outs and centers yet to receive handover from the landlord
as at the end of each respective period. For IndiQube, it refers to the total number of individual centers with rentable area plus
area of centers under fitout. For Smartworks, it refers to any facility (floor, building) with or without shared amenities or services
for which lease agreement has been executed with the Landlords; includes the total number of operational centers, centers under
fit outs and centers yet to be handed over by the landlord.
(12) For DevX, Awfis and Smartworks, Operational Super Built-up Area of a property is the total contracted area, which includes
the carpet area, along with the terrace, balconies, areas occupied by walls, and areas occupied by common/shared construction
for all Centers. For WeWork, it refers to leasable Area for Operational Centers plus Warmshell Area, as at the end of each
respective period. For IndiQube, it refers to the Super Built-up Area across the company’s centers where they are receiving rent
from clients or could potentially receive rent from clients.
(13) For DevX, Awfis and Smartworks, Number of Capacity Seats in Operational Centers means the maximum number of Seats
available across all their Operational Centers. For WeWork, it refers to the maximum number of seats available across all
Operational Centers across Core Operations, Digital Operations and Facility Management and/or Fit-out rentals Operations,
as at the end of each respective period. For IndiQube, it refers to the seats across the company’s centers where they are receiving
rent from clients or could potentially receive rent from clients.
(14) For DevX, Awfis and Smartworks, Number of Occupied Seats in Operational Centers means Total number of Seats contracted
in Operational Centers. For WeWork, it means the total number of desks contracted with Clients in Operational Centers from
Core Operations, Digital Operations and Facility Management and/or Fit-out rentals Operations; it also includes the desks
occupied by the Company in respective Centers. For IndiQube, it refers to the total number of seats contracted with their clients.
(15) Occupancy rate in Operational Centers - Number of Occupied Seats in Operational Centers divided by the Capacity seats in
Operational Centers
Classification of Submarkets/Micromarkets
City Submarkets Locations
St. Marks Road, MG Road, Ulsoor/Halasuru, Infantry Road, Racecourse
Road, Millers Road, Madras Bank Road, Brunton Road, Sampangi Rama
CBD
Nagar, Lady Curzon Road, Lalbagh Road, Cubbon Road, Lavelle Road,
Raj Bhavan Road, Sadashivanagar, Vasanthnagar
CV Raman Nagar, Inner Ring Road, Koramangala, Outer Ring Road,
Bengaluru
Hebbal, Thanisandra Road, Yeshwanthpur, Tumkur Road, Bellary Road,
SBD
Peenya, Bannerghatta Road, Kanakapura Road, Sarjapur Main Road,
Yelahanka, Devanahalli
Whitefield Whitefield, Brookfield, Kundalahalli, ITPL Road, Hoodi
Electronic City Hosur Road, Electronic City Phase I and II
Anna Salai, Cathedral Road, NH Road Junction, RK Salai, MRC Nagar,
CBD
Egmore and T Naga
Anna Nagar, SP Road, Mount Poonamallee Road, Guindy, Velachery,
SBD
Adyar, Vadapalani, Nelson Manickam Road
Chennai SBD OMR Pre-toll Old Mahabalipuram Road (OMR).
PBD OMR Post-toll OMR + Pallavaram Thoraipakkam Road (PTR)
PBD GST GST Road
PBD West Ambattur
Connaught Place (CP), Barakhambha Road, Kasturba Gandhi Marg,
Delhi CBD Janpath Road, Parliament Street, Tolstoy Marg, Baba Kharak Singh Marg,
Shankar Market, Bhai Veer Singh Marg
Aerocity, Mathura Road, Jasola, Jhandewalan, Malviya Nagar, Mohan
Delhi NCR Delhi SBD Co-operative, Munirka, Nehru Place, New Friends Colony, Okhla, Saket,
Vasant Kunj
NH8 (including DLF Cyber city and Udyog Vihar), MG Road, Golf
Gurugram
Course Road, Golf Course Extension Road, Manesar, Sohna Road
Noida Noida City, Noida – Greater Noida Expressway, Greater Noida
CBD Nariman Point, Cuff Parade, Fort, Ballard Estate
SBD Central Worli, Parel, Prabhadevi, Lower Parel, Dadar
Mumbai
SBD BKC Bandra Kurla Complex, Kurla, Kalina
SBD North Juhu, Andheri-Kurla Complex, Andheri East, Andheri West, Santa Cruz,
212City Submarkets Locations
Vile Parle, Jogeshwari
Western Suburbs Malad, Goregaon
Eastern Suburbs Ghatkopar, Vikhroli, Kanjurmarg, Powai, Mulund
Navi Mumbai Vashi, Belapur, Mahape, Airoli
Thane Thane
Pune Cantt, Bund Garden Road, Shivaji Nagar, Deccan, Station Road,
CBD
Koregaon Park, Shankar Seth Road, Wakdewadi, Senapati Bapat Road
Karve Road, Baner, Satara Road, Kalyani Nagar, Airport Road, Nagar
Pune SBD Road, Yerwada, Hadapsar, Viman Nagar, Aundh, Kharadi, Kothrud,
Mundhwa
Hinjewadi, Lohegaon, Pimpri, Chinchwad, Bhosari, Balewadi, Wakad,
Suburbs
Pashan, Fursungi, NIBM
CBD Begumpet, SP Road, Punjagutta, Raj Bhavan Road, Somajiguda
SBD Banjara Hills, Jubilee Hills, Ameerpet
Hyderabad Hitec City Madhapur, Kondapur, Hitec City, Kukatpally
Gachibowli Gachibowli, Nanakramguda, Raidurg, Gopanpally, Kokapet
Suburbs Others Shamshabad, Uppal, Pocharam
Park Street, Camac Street, Russell Street, AJC Bose Road, Sarat Bose
CBD
Road, Chowringhee, Shakespeare Sarani, Landsdowne
Kolkata SBD EM Bypass near Ruby till Abhishar, Tangra, Topsia
Salt Lake Salt Lake
Rajarhat Rajarhat
CBD Industrial Area Phase 1, Phase 2, DLF IT Park
Chandigarh SBD Sector 74, 75, 67, 82, 83 Mohali
PBD Panchkula IT Park, Zirakpur
CBD C- scheme, MI Road
Malviya Nagar, New Sanganer, Road, Vaishali Nagar, Jhotwara, Tonk
Jaipur SBD
Road
PBD Sitapura, Jagatpura, Mahindra SEZ
CBD University Main 100 feet road
Udaipur SBD Ashok Nagar main road, Hathipole, Chetak Circle, Durga Nursery Road
PBD Sukher
Racecourse, Rs Puram, Saibaba Colony, Peelamedu (Part), Nava india and
CBD
Ramanathapuram
Coimbatore Saravanapatti, Kalapatti, Keeranatham, Ondipudur, Vilankurichi,
SBD
Peelamedu(part), Singanallur & Hope College
PBD Neelambur, Marudhamalai, L&T Bypass
CBD M.G. Road, Marine Drive
Kochi SBD Vytilla Bypass, Edapally
PBD Kakkanad
CBD Old Palasia, New Palasia, Rajwara
SBD North Vijay Nagar, MR10, Nipania
Indore SBD South Pithampur, Rau
PBD West Super Corridor
PBD East By-pass Road, Eastern Link Road
CBD CG Road, Ashram Road, Ambawadi, Navrangoura
Ahmedabad
SBD SG Road, Prahladnagar, Sindhubhavan Road, Vastrapur, Bodakdev
213City Submarkets Locations
Extended SBD Science City Road, Gota, Vaishnodevi
PBD GIFT City, Info City, Shantigram, Gandhinagar
Janpath, Acharya Vihar, Shaheed Nagar, Rajmahal, Master Canteen,
CBD
Bhubaneshwar Rasulgarh Square
SBD Jaidev Vihar, Chandrasekharpur, Patia, Infocity
214OUR BUSINESS
Unless otherwise stated, references in this section to “we”, “our” or “us” (including in the context of any financial
information) are to the Company, on a consolidated basis. To obtain a complete understanding of our Company and
business, prospective investors should read this section along with “Risk Factors”, “Industry Overview”, “Other
Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
on pages 43, 155, 354 and 359, respectively, as well as financial and other information contained in this Red Herring
Prospectus as a whole. Additionally, please refer to “Definitions and Abbreviations” on page 6 for definitions of certain
terms used in this section.
The industry information contained in this section is derived from the industry report titled “India’s Flex space market”
dated July 25, 2025, which is exclusively prepared for the purposes of the Issue and issued by JLL and is commissioned
and paid for by our Company (“JLL Report”). JLL was appointed by our Company pursuant to a consulting services
agreement dated May 23, 2024, as amended. We commissioned and paid for the JLL Report for the purposes of
confirming our understanding of the industry specifically for the purposes of the Issue, as no report is publicly available
which provides a comprehensive industry analysis, particularly for our Company’s services, that may be similar to the
JLL Report. The JLL Report is available on the website of our Company at https://devx.work/. Unless otherwise indicated,
financial, operational, industry and other related information derived from the JLL Report and included herein with
respect to any particular year refers to such information for the relevant calendar year.
We have included certain non-GAAP financial measures and other performance indicators relating to our financial
performance and business in this Red Herring Prospectus, each of which are supplemental measures of our performance
and liquidity and are not required by, or presented in accordance with Ind AS, Indian GAAP, IFRS or U.S. GAAP. Such
measures and indicators are not defined under Ind AS, IFRS or U.S. GAAP, and therefore, should not be viewed as
substitutes for performance, liquidity or profitability measures under Ind AS, IFRS or U.S. GAAP. In addition, such
measures and indicators are not standardized terms, and a direct comparison of these measures and indicators between
companies may not be possible. Other companies may calculate these measures and indicators differently from us,
limiting their usefulness as a comparative measure. Although such measures and indicators are not a measure of
performance calculated in accordance with applicable accounting standards, our Company’s management believes that
they are useful to an investor in evaluating us as they are widely used measures to evaluate a company’s operating
performance. For risks relating to non-GAAP measures, see “Risk Factors – 27. We have presented certain supplemental
information of our performance and liquidity which is not prepared under or required under Ind AS and reliance on
such information may not provide an accurate or complete picture of our financial condition or results of operations.”
on page 62.
Some of the information set out in this section, especially information with respect to our business plans and strategies,
contain forward-looking statements that involve risks and uncertainties. You should read “Forward Looking Statements”
on page 28 for a discussion of the risks and uncertainties related to those statements and “Risk Factors” on page 43 for
a discussion of certain factors that may affect our business, financial condition or results of operations. Our actual results
may differ materially from those expressed in or implied by these forward -looking statements.
Our financial year ends on March 31 of every year, so all references to a particular financial year are to the twelve
months period ended March 31 of that year.
Overview
We are one of the largest flex space operators in terms of operational flex stock in Tier 2 markets (Source: JLL report).
Since our inception, we have established our presence in both Tier 1 and Tier 2 markets across India, including regions
such as Delhi NCR, Hyderabad, Mumbai, Pune, Ahmedabad, Gandhinagar, Indore, Jaipur, Udaipur, Rajkot and Vadodara
as of May 31, 2025.
Our comprehensive office space solutions include sourcing office spaces, customizing designs, developing spaces and
providing technology solutions to providing complete asset management. This means we not only create and manage
office environments but also ensure that they operate efficiently, allowing our clients to focus on their core business
activities. For this purpose, we ensure property upkeep, including regular cleaning, HVAC (heating, ventilation, and air
conditioning) maintenance, plumbing, electrical systems, house keeping, administrative assistance, etc. This ensures that
the office environment is always ready for use, without clients needing to manage these day-to-day operational tasks.
As on May 31, 2025, we have over 250 clients and 28 centers across 11 cities in India, with 14,144 seats covering a total
area under management of SBA 860,522 square feet.
215Our clientele comprises of large corporates, MNCs and SMEs, to whom we offer a variety of flexible office space
solutions such as managed office spaces and coworking spaces as well as design and execution services through our
Subsidiary, Neddle and Thread Designs LLP.
The flexible workspace solutions provided by us at our Centers are divided in the following segments:
Managed office spaces: This workspace solution is tailored for large businesses seeking customized office set-ups,
ranging from 100 to 500 seats. We provide a broad spectrum of services to enterprises, encompassing customised design,
developing spaces, and management of the same, which are aimed at creating a bespoke workspace environment for our
clients.
Coworking spaces: This workspace solution allows individuals to any available desk at our ready-to-use workspaces,
promoting a collaborative work environment. This model is ideal for freelancers, start-ups, and remote workers seeking
adaptability and networking opportunities.
Design and execution services: As part of our workspace solution offerings, we provide comprehensive design and build
solutions, for developing our Centers as well as developing external commercial offices of our clients, through our
Subsidiary, Neddle and Thread Designs LLP.
Payroll management services: We offer end-to-end solutions, from employee onboarding to exit, using our employee
management software to streamline payroll processing, compliance, and statutory requirements.
Facility management services: Our facility management services include dedicated IT infrastructure, housekeeping,
valet parking, security services, and stationery management. These services are designed to support our clients’
operational needs and enhance their overall workplace experience.
IT/ITes services: As part of this offering, we, amongst others, offer software development solutions, cloud services, data
analytics services, digital marketing, through our Subsidiary, Saasjoy Solutions Private Limited.
Our primary focus is on serving large corporates by offering managed office solutions. Such offerings have average lease
tenures ranging from 5 to 9 years, with lock-in periods of 3.5 to 5 years. These longer lease commitments provide a stable
and predictable revenue stream, help build stronger relationships with occupiers potentially leading to contract renewals
or expansions in the future, and achieve operational efficiency in the managed space segment (Source: JLL Report).
Our revenue contribution from managed office space solutions in Fiscals 2025, 2024 and 2023 is ₹933.75 million,
₹740.35 million and ₹353.14 million respectively, constituting 58.77%, 68.50% and 50.51%, respectively, of our revenue
from operations.
Our understanding of the modern workforce has enabled us to deliver customized solutions for our clientele. This has
established us as a comprehensive, one-stop platform for flexible workplace requirements as shown below:
216For further details in relation to our flexible workspace solutions, see “Our Business- Our Service Offerings” on page
224.
The table below sets forth a break-down of revenue generated from our service offerings for the years indicated below:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
% of Revenue
Segment wise Amount (₹ Amount (₹ in % of Revenue Amount (₹ in % of Revenue from
from
Revenue in million) million) from Operations million) Operations
Operations
Managed Space 933.75 58.77 740.35 68.50 353.14 50.51
Services
Co-working Space 89.07 5.61 85.23 7.89 47.66 6.82
217Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Payroll 22.24 1.40 38.88 3.60 34.71 4.96
Management
Service
Designing & 403.01 25.37 185.70 17.18 220.83 31.59
Execution
Facility 58.85 3.70 30.71 2.83 42.77 6.12
Management &
Other Services
IT/ ITes Services 81.83 5.15 - - -- -
Total 1,588.75 100.00 1,080.87 100.00 699.11 100.00
Our key performance indicators for the last three Fiscals are as follows:
(₹ in million, unless otherwise stated)
Particulars Unit Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue from Operations(1) ₹ 1,588.75 1,080.87 699.11
Revenue CAGR (Fiscal 2023 to 2025)(2) 50.75
EBITDA(3) ₹ 804.57 647.39 298.81
EBITDA Margin (%)(4) % 50.64 59.90 42.74
Restated Profit/ (Loss) for the year(5) ₹ 17.73 4.37 (128.30)
Restated Profit/ (Loss) for the year as a % of % 1.00 0.39 (17.98)
total Income(6)
Total Equity(7) ₹ 547.86 287.88 12.22
Capital Employed(8) ₹ 1,820.96 1,292.95 338.79
Total Assets(9) ₹ 5,403.76 4,110.89 2,824.22
ROCE(%)(10) % 25.95 17.31 3.65
Debt / Equity (11) times 2.39 3.51 27.17
Operational Cities(12) Number 11 11 9
Operational Centers(13) Number 26 25 17
Operational Super Built-up Area (14) Million square 0.84 0.81 0.63
feet
Number of Capacity Seats in Operational Number 13,759 12,543 10,165
Centers(15)
Number of Occupied Seats in Operational Number 12,054 10,422 8,218
Centers(16)
Occupancy rate in Operational Centers % 87.61 83.09 80.85
(%)(17)
Notes:
1. Revenue from operations means revenue from operations as per the Restated Consolidated Financial Information;
2. Revenue CAGR growth provides information regarding the growth in terms of our business for the respective period in terms of
CAGR;
3. EBITDA is calculated as profit / (loss) before tax plus finance costs, depreciation and amortisation expense and less other income;
4. EBITDA Margin is calculated as EBITDA divided by Revenue from Operations;
5. Restated Profit / (Loss) for the year means the restated profit / (loss) for the year after tax as per the Restated Consolidated
Financial Information;
6. Restated Profit / (Loss) for the year as a % of Total Income is calculated as restated profit / (loss) for the year divided by Total
Income;
7. Total Equity is calculated as total Net worth excluding non-controlling interest;
8. Capital employed is calculated as the sum of total Net worth, total borrowings minus cash & cash equivalents;
9. Total Assets means sum for non- current and current assets of our Company;
10. Return on Capital Employed (ROCE) is calculated as EBIT divided by capital employed where (i) EBIT means EBITDA plus
depreciation and amortization expense including other income;
11. Debt to Equity Ratio is calculated as total borrowings divided by total net worth;
21812. Operational Cities refer to cities where (i) our Company have entered into binding lease or operating arrangements with our
space owners; (ii) our Company have paid the security deposit to the space owners; and (iii) clients can start availing our
Company’s services at the Centers;
13. Operational Centers refer to centers where (i) our Company have entered into binding lease or operating arrangements with
their space owners; (ii) our Company have paid the security deposit to the space owners; and (iii) clients can start availing our
Company’s services at the Centers;
14. Operational Super Built-up Area of a property is the total contracted area, which includes the carpet area, along with the terrace,
balconies, areas occupied by walls, and areas occupied by common/shared construction for all our Centers;
15. Number of Capacity Seats in Operational Centers means the maximum number of Seats available across all our Operational
Centers;
16. Number of Occupied Seats in Operational Centers means Total number of Seats contracted in the Company’s Operational
Centers;
17. Occupancy rate in Operational Centers - The percentage of Number of Occupied Seats in Operational Centers divided by the
Capacity seats in Operational Centers.
Our Strengths
We attribute our capabilities, which both differentiate us from the competition and allow us to capitalize on the expansion
of India’s evolving flexible workspace market, for our growing position in the flexible workspace ecosystem.
Leadership position as one of the largest managed space operator in Tier 2 markets well positioned to capture industry
tailwinds and growth prospects for the flexible workspace sector in India
India’s flexible office sector is increasingly becoming an integral part of the commercial real estate landscape, playing a
crucial role in occupier real estate strategies. (Source: JLL Report) It is worth noting that the flex space stock has
experienced significant growth, increasing from 18.6 mn sq ft in 2018 to 74.0 mn sq ft in 2024, with a CAGR of 26%.
Going forward, the trend of flex space expansion is expected to continue with the operational flex stock estimated to
double over the next five years and reach ~129 mn sq ft by 2028. This projected growth reflects the sustained demand
for flexible office solutions and the recognition of their value in meeting evolving workplace dynamics. (Source: JLL
Report). Further, Tier-2 cities are becoming vibrant centres of activity. The stock of flexible workspaces in Tier 2 cities
has almost tripled since 2021, following the COVID-19 pandemic. (Source: JLL Report).
Our Company is one of the largest managed space operator in Tier 2 markets in terms of operational flex stock, with
Centers across 6 cities (Source: JLL Report). Accordingly, we are positioned favourably to capture this growth in the
flexible workspace sector. With an operational footprint of nearly 0.6 million sq. ft. and more than 9,000 seats, our
Company has a strong presence across cities such as Ahmedabad (including Gandhinagar), Indore, Jaipur, Udaipur, and
Vadodara. Alongside being one of the largest operators, our Company maintains impressive average occupancy levels of
88% across these locations (Source: JLL Report). This indicates a basis for expansion in the flexible workspace industry.
Competitive pricing that aligns with industry standards, has been driving our growth. In line with our growth strategy,
we aim to establish 8 new Centers, under the straight-lease model and furnished by landlords model, having a total
estimated SBA of 940,961 sq. ft. over the course of the next two Fiscals in cities in India and abroad, and enhance our
service offerings in these emerging markets. Out of these 8 new Centers, 4 having a total estimated SBA of 664,692 sq.
ft. are proposed to be set-up from the Net Proceeds of the Issue, under the straight-lease model. For further details, see
“Objects of the Issue” on page 126.
Pan-India presence with consistently high occupancy rates across our Centers
Our ability to comprehend the characteristics of the market and clientele has helped us better understand their needs and
expand our presence. With help of our network and the relations which our employees have built through proximity and
interactions, we are able to serve both current and potential customers. As of May 31, 2025, we have operations across
11 cities, including Ahmedabad, Mumbai, Noida, Pune, Hyderabad, Jaipur, Rajkot, Udaipur, Indore, Gandhinagar and
Vadodara, covering a total area under management of SBA 860,522 sq. ft. Our understanding of evolving consumer
preferences has not only enabled us to grow but also enabled us to expand our presence across the country more
seamlessly. Our Company is present in four out of the top seven markets in Tier 1 cities. Further, we are one of the largest
managed space operator in Tier 2 markets in terms of operational flex stock, with Centers across 6 cities (Source: JLL
Report).
We maintain consistently high occupancy rates across all Centers, driven by the quality of services and the strategic
location of office spaces. Our occupancy rates as of May 31, 2025 and for Fiscals 2025, 2024, 2023 were 87.19% and
87.61%, 83.09%, 80.85%, respectively. This is indicative of high degree of satisfaction amongst our clients.
Our pan-India presence coupled with our ability to provide customisable workspace solutions at competitive prices has
helped us strengthen our position in the industry. This is evidenced by the growth in our Operational Centers, Operational
219Seats and Operational Super Built-up Area at a CAGR of 23.67%, 16.34% and 15.24%, respectively between March 31,
2023 to March 31, 2025.
Customer-centric business model with an integrated platform approach, ensuring long-term relationships with
customers
We offer fully customizable office spaces tailored to specific business needs, with added advantage of zero capital
expenditure for our customers. This enables businesses to establish their presence without significant upfront investment,
thereby enabling them to allocate their financial resources more effectively towards their core business activities. For
further details in relation to our business models, see “Our Business– Our Asset Procurement Strategy” on page 227. Our
in-house design and execution teams endeavour to ensure the quality in delivery while adhering to customer
specifications. Our bespoke office space solutions are built within 90 to 120 days timeframe, ensuring prompt turnaround
time and minimal disruption to client operations. Our customization process involves presenting prospective clients with
a range of design templates for various workspace formats. Additionally, clients have the option to engage our
comprehensive facility management services, which encompass housekeeping, security, and valet parking services. This
integrated approach allows clients to concentrate on their core operations. We believe our customer-centric business
model has led to long term relationships with customers. Our registrations under ISO 9001:2015 for providing co-working
spaces and ongoing support to customers and registration under ISO 27001:2022 for information security management
system encompassing all processes for providing co-working spaces and continuous support emphasizes the standard of
services provided to our clients.
Further, as of May 31, 2025, we have over 250 clients, including domestic corporations and MNCs such as QX Global
Services Private Limited, Paperchase Accountancy India Private Limited, Zomato Limited and Wipfli India LLP, our
clientele underscores our ability to meet the needs of various industries and business sizes.
Set forth below is the revenue contribution of our top 10 and top 20 clients to our revenue from operations, for the years
indicated:
Fiscal 2025 Fiscal 2024 Fiscal 2023
Client Amount (₹ in % of Revenue Amount (₹ in % of Revenue Amount (₹ in % of Revenue
from from from
million) million) million)
Operations Operations Operations
Top 10 612.99 38.58 401.87 37.18 265.19 37.93
Top 20 860.04 54.13 578.60 53.53 372.84 53.33
We believe that our association with our top clients serves as testament to our operational and functional capabilities and
makes us an attractive choice for potential clients in the industry.
Delivering strong financial and operating metrics
We have experienced rapid growth in our business, including in the number of change our operational seats, Operational
Centers and in the size of our client base. Between March 31, 2023 to March 31, 2025, our Operational Centers,
Operational seats and Operational Super Built-Up Area grew at a CAGR of 23.67%, 16.34% and 15.24%, respectively.
The growth of our business for the Financial Years ended March 31, 2025, March 31, 2024 and March 31, 2023 has
contributed to our financial strength. Our revenue from operations grew at a CAGR of 50.75% from ₹ 699.11 million in
Fiscal 2023 to ₹ 1,588.75 million in Fiscal 2025, based on our Restated Consolidated Financial Information.
Set forth below are certain key financial and operational metrics demonstrating our strong financial performance over the
following years.
(₹ in million, unless otherwise stated)
Particulars Unit Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue from Operations ₹ 1,588.75 1,080.87 699.11
Revenue CAGR (Fiscal 2023 to 2025) % 50.75
EBITDA ₹ 804.57 647.39 298.81
EBITDA Margin (%) % 50.64 59.90 42.74
Restated Profit/ (Loss) for the year ₹ 17.73 4.37 (128.30)
220Particulars Unit Fiscal 2025 Fiscal 2024 Fiscal 2023
Restated Profit/ (Loss) for the year as a % of % 1.00 0.39 (17.98)
total Income
Operational Cities Number 11 11 9
Operational Centers Number 26 25 17
Operational Super Built-up Area Million square 0.84 0.81 0.63
feet
Number of Capacity Seats in Operational Number 13,759 12,543 10,165
Centers
Number of Occupied Seats in Operational Number 12,054 10,422 8,218
Centers
Occupancy rate in Operational Centers (%) % 87.61 83.09 80.85
Experienced Promoters and management team with deep industry expertise
We are led by a qualified and experienced management team that has the expertise and vision to manage and grow our
business. We are led by our Promoters, namely, Parth Naimeshbhai Shah, Umesh Satishkumar Uttamchandani and Rushit
Shardulkumar Shah, who have been associated with our Company since its incorporation, having a cumulative experience
of over 21 years in the flexible workspace sector Our Board comprises of ten Directors, of whom five are Independent
Directors, with several years of experience in their respective fields. For further details on our management see “Our
Management –Brief profiles of our Directors” on page 256. Our senior management team includes 6 members who have
a cumulative experience of over 57 years across various industries. Our senior management team contributes to our
overall strategic planning and business development and growth of our Company. We run our business professionally
with dedicated senior management teams. The knowledge and experience of our Promoters and our team of dedicated
personnel, provide us with a competitive advantage as we seek to grow our existing markets and enter new geographic
markets. For further details see “Our Management –Key Managerial Personnel and Senior Management” on page 268.
Our Strategies
We aim to leverage our strengths and as a part of our strategies, we look to expand into new and existing markets, enhance
our client offerings, enhance our asset procurement strategy, and leverage the potential of global capability Centers.
Expansion into new and existing markets
We evaluate potential locations and cities for expansion carefully, based on a comprehensive set of criteria, including,
client potential, availability of office infrastructure, presence of competition and demographic profile. This ensures that
our expansion efforts align with our long-term objectives and market opportunities. The flex market in India is projected
to expand at a remarkable pace, surpassing the growth rates seen in other cities worldwide. The penetration of the flex
segment in India's total office stock has experienced significant growth, rising from 3.0% in 2020 to its current level of
7.3%. It is anticipated that India's overall flex penetration levels will reach around 8-9% over the next five years (Source:
JLL Report). As a key component of our growth strategy, we plan to enhance our presence in existing markets in India
where we already operate as well as establish our presence in new markets in India. This strategic initiative aims to
strengthen our footprint within these regions, and further increase our operational capacity. Accordingly, we propose to
establish 4 Centers, under the straight lease model, having a total estimated SBA of 664,692 sq. ft. over the course of the
next two Fiscals and enhance our service offerings in the emerging markets of India, which will be funded from the Net
Proceeds. For further details, see “Objects of the Issue” on page 126.
Fuelled by the presence of start-up clusters, creative industries, SMEs, and corporate headquarters, global gateway cities
have become thriving hubs for the expansion of flexible workspace operations. (Source: JLL Report) In line with this,
we are expanding our offerings to the global markets and have entered into an LoI for setting up of a Center in Sydney,
Australia for providing managed office space solutions, which has been targeted to be operational in Fiscal 2026. We
will meticulously assess potential locations to ensure strategic alignment with our expansion goals and effectively capture
opportunities in both new and existing markets.
In addition to the Centers mentioned above , the details of our Centers proposed to be set-up by our Company, in India
and abroad, under the furnished by landlords model, are provided below:
Center City Super built-up area (sq. ft.) Number of Seats
Upcoming Surat Center 1 Surat, Gujarat 24,600 320
221Center City Super built-up area (sq. ft.) Number of Seats
Upcoming Sydney Center 1 Sydney, Australia 24,907 498
Upcoming Pune Center 4 Pune, Maharashtra 29,962 413
Upcoming Ahmedabad Center 11 Ahmedabad, Gujarat 196,800 1968
Total 276,269 3,199
Note: These Centers will not be set-up/funded from the Net Proceeds of the Issue.
Flex operators bridge the gap created by a lack of quality real estate and infrastructure, resulting in a symbiotic
environment that fuels the growth of flex in Tier 2 cities (Source: JLL Report). The expanding talent pool, coupled with
improved infrastructure, has made Tier 2 cities more accessible and connected. (Source: JLL Report) In line with our
strategic objectives, we plan to expand our footprint in Tier 2 cities to capture untapped market potential and cater to the
growing demand for flexible office spaces.
Enhance our client offerings
In 2024, flex space accounted for 20% of gross leasing, highlighting its growing significance. It is worth noting that the
flex space stock has experienced significant growth, increasing from 18.6 mn sq ft in 2018 to 74.0 mn. Sq. ft in 2024,
with a CAGR of 26%. Going forward, the trend of flex space expansion is expected to continue with the operational flex
stock estimated to double over the next five years and reach ~129 mn. Sq. ft by 2028. This projected growth reflects the
sustained demand for flexible office solutions and the recognition of their value in meeting evolving workplace dynamics.
(Source: JLL Report) In response to the escalating demand for integrated business solutions, we have introduced a suite
of additional services, encompassing HR consulting, IT support, networking, and cafeteria management. These
supplementary services are designed to augment our existing offerings, with the objective of improving client retention
and satisfaction. By broadening our service capabilities, we aim to provide a more comprehensive suite of business
services that aligns with the evolving needs of our clients. The tech industry in India has grown exponentially in the last
two decades. (Source: JLL Report) In recognition of this, we have taken strategic steps to enhance our IT service offerings
to better serve our clients. Through our Subsidiary, Saasjoy Solutions Private Limited, we have commenced offering
bespoke software solutions specifically tailored to meet the specific business requirements of our clients. Such custom
software development services encompass the following (i) designing and developing scalable enterprise solutions that
streamline business processes; (ii) offering end-to-end product development services from ideation to deployment and
maintenance; (iii) creating intuitive mobile apps for iOS and Android platforms to enhance user engagement; and (iv)
developing robust web applications that ensure high performance and security. We believe that such enhanced offerings
will lead to client stickiness and thereby foster client loyalty.
Enhancing our asset procurement strategy
As on May 31, 2025, we have 28 Centers, out of which 21 Centers operate under the straight lease model wherein
landlords lease space to operators at a fixed rental amount. We had in Fiscal 2024 set up a Center at GIFT City under the
revenue share model wherein the rent payment that we make to the landlords is based on a percentage of the generated
revenue, in addition to the minimum guarantee committed, irrespective of revenue generation. As per the terms agreed
upon with the landlord, we are required to make a payment of 60% of the revenue generated and have committed to make
minimum guarantee payments. Our balance Centers i.e. 6 Centers are furnished by landlords wherein the landlord
provides fully furnished and equipped office spaces to flex operators. For details in relation to the sourcing and
procurement of our workspaces, see “Our Business- Our Asset Procurement Strategy” on page 227.
We have recently started procuring assets under the OpCo-PropCo Model. The Opco-Propco model, short for Operating
Company-Property Company model, is a structure which is being utilized in the flex industry. It involves the separation
of the operational functions (Opco) from the ownership of the physical properties (Propco). Under this model, the Opco
is responsible for the day-to-day operations of the flex space. This includes managing memberships, providing services
and amenities, facilitating community engagement, and ensuring smooth functioning of the workspace. The Opco
generates revenue through membership fees and service offerings. On the other hand, the PropCo owns the physical
properties and leases them to the Opco. Their primary role is to acquire, develop, and maintain the real estate assets that
are used as flex spaces. The Propco generates revenue through rental income from leasing the spaces to the Opco. (Source:
JLL Report)
In pursuance of this model, our Company had made the following investments, through debt and equity financing, in
Janak Urja Private Limited (“JUPL”), who in turn holds 49% of the paid-up equity share capital of Ausil Enterprise
Private Limited (“AEPL”), an entity engaged in the business of constructing and developing various types of real estate
projects:
222Amount (₹ in million) Interest rate per
Nature of transaction Source of financing
as on March 31, 2025 annum
Equity Investment in Janak Urja Private Partially through funds 257.40 -
Limited received from the
private placement of
Equity Shares and
partially through funds
received from NCDs
issued by our Company.
Loan given to Janak Urja Private Funds received from 257.50 11%
Limited NCDs issued by our
Company.
Loan given to Ausil Enterprises Private 49.12 11%
Limited
Total 564.02
For details of the agreements entered into for this acquisition, see “History and Certain Corporate Matters - Acquisition
of the Shares of Janak Urja Private Limited (“JUPL”)” on page 241 and “History and Certain Corporate Matters –
Other Agreements” on page 245. Please also see “Risk Factors – 3. We acquired 43.69% of the paid-up equity share
capital of Janak Urja Private Limited (JUPL), one of our Associates, in pursuance of our PropCo-OpCo model and if
we fail to realise the financial benefit of such investments, it could have a material adverse effect on our business,
financial condition, cash flows and results of operations. Further, we may fail to successfully make acquisitions or
investments, and we may not be able to successfully integrate acquisitions or achieve the anticipated benefits from these
acquisitions or investments that we make.” on page 45.
Pursuant to a memorandum of understanding dated February 28, 2024 (“AEPL MOU”), entered into between our
Company and AEPL, AEPL is responsible for developing the land situated at Gallops Hyundai, GMDC Ground,
Andhajan Mandal Road, near Ahmedabad, Vastrapur, Gujarat - 380015 (“the said Project”) which upon completion will
be leased to our Company for providing managed office space solutions to our clients.
Pursuant to the AEPL MOU, the minimum conditions for the handover of the land for the said Project to us, inter alia,
include (i) fire sprinkler system, (ii) adequate provisions for accessibility of handicap persons, (iii) control room for lifts,
(iv) adequate provisions for fibre connectivity, (v) adequate washrooms in all common areas.
Pursuant to a fund management agreement dated September 27, 2024 entered into between AEPL and our Company, we
have been appointed as fund manager by AEPL for inter alia providing certain services in relation to the said Project. In
terms of the Fund Management Agreement, our Company is entitled to receive management fees of 15% (fifteen percent)
of the carry interest which is to be calculated by deducting total investment value and total accumulated interest from the
total sale value of the said Project. We seek to leverage the developments from these investments and arrangements to
build upon and enhance our asset procurement strategy.
For further details, see “History and Certain Corporate Matters – Other Agreements” on page 245.
Leveraging the potential of Global Capability Centres
A Global Capability Centre (GCC) is a specialized operational unit established by a multinational company in a specific
location, typically in a lower-cost region, to centralize and consolidate certain business functions, processes, and
capabilities. These centres are strategically designed to leverage the advantages of the location, such as skilled labour,
cost efficiencies, and regional expertise (Source: JLL Report). The next few years are likely to witness an accelerated
increase in the number of GCC units in India as more companies attempt to leverage India’s growth favouring ecosystem
and the existing ones execute their expansion plans within the country (Source: JLL Report). Office Stock occupied by
GCCs account for ~34% of all occupied Grade A stock across the top seven cities, which translates to ~245 mn sq ft. The
number of GCC units is expected to cross 2,350 over the next 3 years with the corresponding office occupancy footprint
expected to grow to over 300 mn. Sq. ft. (Source: JLL Report). In order to leverage this potential, we, through our
Associate, Scaleax Advisory Private Limited, provide solutions to GCCs for building global teams in India. The service
offerings being provided to GCCs by us include facility management services and payroll management services. We also
in some instances provided recruiting services for GCCs encompassing talent sourcing, artificial intelligence based tools
for screening processes and team augmentation. For details in relation to Scaleax Advisory Private Limited, see “Our
Subsidiaries and Associates - Scaleax Advisory Private Limited (“SAPL”)” on page 249.
223Our Service Offerings
We have categorized our service offerings into three categories, namely, (i) managed office solutions; (ii) co-working
space solutions; (iii) design and build solutions.
We offer space solutions in the form of flexible workspaces to our clients, from individual desks to customized office
spaces with exclusive access for clients. We have established ourselves as a one-stop integrated solution platform for any
flexible workplace requirement. We offer the following workspace solutions Center as part of our service offerings:
(i) Managed office space solutions:
Our managed office space solutions are tailored for large business enterprises, including domestic companies and MNCs,
seeking build-to-suit office solutions. We provide integrated services to enterprises, comprising of design, fit-outs, and
management of the office premises, which are aimed at accommodating the demands of our clients in a harmonious and
efficient manner. We collaborate with our clients’ teams to design and build the workspace as per their requirements and
specifications, while also integrating our workspace design sensibilities to create a ready-to-move-in workspace
infrastructure. We typically enter into client agreements with corporate clients with average lease tenures ranging from
5 to 9 years, with lock-in periods of 3.5 to 5 years. These longer lease commitments provide a stable and predictable
revenue stream (Source: JLL Report). Our managed office space solutions involve offering either: (a) private managed
offices to clients, giving them exclusive use of a new facility without having to share space with other businesses or
clients; or (b) managed offices on common floor with other businesses within the premises of the Center while developing
and constructing the managed office in accordance with the needs of the client. As on May 31, 2025, majority of our
managed office spaces are provided to our clients on a common floor within the premises of the relevant Center.
The fee structure for our managed office space solutions depends on the scope of the services and client specifications.
We primarily secure our clients through business development efforts and engaging in requests for proposals from
independent property consultants and third-party aggregators in specific instances.
Our managed office space solutions comprise a mix of premium grade Centers and standard grade Centers.
a) Premium grade Centers: Our premium grade Centers are situated across Grade A and Grade A+ buildings having
a density of 70 sq. ft. to 95 sq. ft. per seat. We incur higher investments in the fit-outs for our premium grade Centers
as compared to our standard grade Centers. Therefore, these premium grade Centers are typically priced at a higher
premium leading to higher margins. As of May 31, 2025, we have 5 premium grade Centers located in Tier 1 and
Tier 2 cities such as Mumbai, Pune, Ahmedabad, Jaipur and Udaipur.
b) Standard grade Centers: Our standard grade Centers offer economically viable workspace solutions to our clients
typically in the IT/ITES industry as compared to our premium grade centers. As of May 31, 2025, we have 23
standard grade Centers located across 10 cities.
224(ii) Co-working solutions:
Our co-working space offerings are designed to meet the needs of clients seeking ready-to-move workspace solutions,
available by the day, week, month, or year, or for a longer fixed term as per our design style.
Additionally, we offer common amenities such as meeting rooms, conference rooms, games room and event areas that
are utilized by all companies, generating revenue through hourly or daily rentals. Moreover, some of our Centers are also
equipped with crèche facilities, gymnasiums and meditation rooms to suit the specific needs of our clients. Our clients
consist of freelancers, start-ups, SMEs as well as large corporates, and span diverse industries such as information
technology, information technology enabled services (collectively, “IT/ITES”), media and entertainment, banking,
financial services and insurance, and consulting.
We present a variety of workspace options to accommodate different work styles and company sizes:
a) Private Cabin: These offerings are for exclusive use by a single company and can accommodate 8 to 50 seats,
providing a predefined, private area for corporate teams. The average lock-in tenures for private cabins range from
2.5 years to 4 years.
b) Dedicated Desks: In this offering, desks are grouped together and reserved for users throughout their agreement
tenure which typically range from 3 months to 12 months. This type of offering is preferred by individuals or
corporate teams who prefer a consistent workspace.
c) Individual Desks: Our free-flowing desk option provides members with individual desks or meeting rooms on a
short-term basis ranging from hourly, daily to weekly usage.
d) Manager Cabins: Tailored for professionals who frequently have visitors, these cabins accommodate 2 to 3 people,
offering a private space for meetings as and when needed.
e) Meeting and Conference Rooms: Available on a credit basis for internal clients and for external bookings on an
hourly basis, these rooms support various business needs from corporate team sessions to client presentations as per
the business needs of our clients.
Reservations for various offerings forming part of our co-working spaces can be made by way of bookings through one
of our sales or community managers or via our network of channel partners which include independent property
consultants and third-party aggregators. Once the relevant offering has been confirmed by our clients, a membership
agreement is signed between the client and our Company. Such agreements encapsulate key terms for the offering such
as the number of seats, per seat price, tenure, lock-in period, notice period and security deposit. The fee structure for our
co-working solutions follows per seat pricing.
225All of our Centers, including Centers offering managed office spaces solutions, are equipped with several amenities such
as WiFi network, access to meeting rooms, pantry services such as tea, coffee, water, fridge and microwave and access
to printing solutions. Further, we also provide facility management such as house-keeping, cleaning and maintenance of
the assets and technology driven services such as server room set-up, payroll and information technology solutions to our
clients based on their specific needs on demand. We also offer various allied services ranging from food and beverages,
information technology support services such as LAN connectivity, intra-cloud-based network support and infrastructure
services such as storage and customization to event hosting and meeting arrangements. Our clients typically require allied
services on both an ad hoc and long-term basis.
(iii) Design and execution solutions:
We, through our Subsidiary, Neddle and Thread Designs LLP offer comprehensive design and execution solutions, for
developing our Centers as well as developing external commercial offices of our clients.
In respect of external commercial offices, we undertake custom design and execution solutions for office spaces typically
admeasuring 7,000 sq. ft. to 8,000 sq. ft. In developing our own Centers, we use technology-based tools available to us
to provide tailor-made workspaces as per our client’s taste preferences and in line with the virtual walkthrough of the
designs approved by our clients. In respect of projects for external commercial offices of our clients, initial site visits to
client locations are conducted and site measurements are undertaken to align the workspaces with the specific
requirements of the clients.
Catering to our clients’ ever-evolving business needs is paramount for the success of our business. Therefore, we have
put in place processes to efficiently achieve this by considering factors such as operational and technological requirements
of the end-users, designing workspaces for enhancing user experience by focusing on accessibility, mobility, compliance
and efficiency requirements, considering the implementation of adequately spaced work zones and traffic flows to ensure
a smooth functioning office environment and providing sustainable solutions to our customers. Further, through our
Subsidiary, Saasjoy Solutions Private Limited, we, amongst others, offer software development solutions, cloud services,
data analytics services digital marketing solutions to clients.
For developing workspaces under this type of offering, client agreements to develop the premises are entered into, which
require an agreed advance payment as a percentage of the contract price upon signing, with the remainder paid upon
achieving the agreed project milestones. The overall contract price is determined on an item rate basis (whereby actual
quantities for all bills of quantities are calculated at project completion).
Our clients under this offering are primarily secured through our marketing efforts with a focus on digital marketing as
well as engaging in requests for proposals from independent property consultants.
Our network
226As on May 31, 2025, we have 28 Centers across 11 cities in India, with 14,144 seats covering a total area under
management of SBA 860,522 square feet. In addition to the seven largest operators, our Company is rapidly emerging as
one of the fastest-growing flex space solution providers in the country in terms of growth in flexible workspace stock.
We are one of the largest managed space operator in Tier 2 markets in terms of operational flex stock, with Centers across
6 cities (Source: JLL Report).
The stock of flexible workspaces in Tier 2 cities has almost tripled since 2021, following the COVID-19 pandemic. This
growth can be attributed to the expansion of national operators such as our Company, Awfis, and Smartworks in these
markets, as well as the emergence of several regional and local operators opening Centers in these cities. (Source: JLL
Report).
Our Company present in four out of the top seven markets with plans of expanding to other markets in the future. Further,
in the larger Tier 1 markets of Delhi NCR, Hyderabad, Mumbai, and Pune, our Company has ten Operational Centers
occupying more than 0.2 mn sq ft and a capacity of ~4,700 seats (Source: JLL Report).
The table below sets forth certain information relating to the presence of our Centers across various cities along with the
city wise revenue for the years indicated below:
Number of Fiscal 2025 Fiscal 2024 Fiscal 2023
Location
Centers (₹ in million) (₹ in million) (₹ in million)
Tier 1 Cities
Mumbai, Maharashtra 2 142.12 126.27 57.49
Pune, Maharashtra 3 90.52 71.10 43.50
Noida, Uttar Pradesh 3 91.41 74.71 44.65
Hyderabad, Telangana 2 78.37 73.00 56.98
Total (A) 10 402.42 345.08 202.62
Tier 2 Cities
Ahmedabad, Gujarat 8 482.84 375.90 242.08
Vadodara, Gujarat 2 130.35 83.30 76.94
Rajkot, Gujarat 1 15.78 12.35 9.61
Gandhinagar, Gujarat 1 47.15 11.54 -
Jaipur, Rajasthan 2 95.37 129.16 74.96
Udaipur, Rajasthan 1 5.87 - -
Indore, Madhya Pradesh 1 26.61 23.10 -
Total (B) 16 803.97 635.35 403.59
Grand Total (A+B) 26 1,206.39 980.43 606.21
Note: (1) The table above sets forth information relating to the presence of our centers across various cities along with the center wise
revenue for the periods indicated above. The overall revenue of the Company is generated from service offerings which comprise: (i)
Managed service spaces, (ii) Co-working space, (iii) Payroll management services, (iv) Designing & execution, and (v) Facility
management & other services, as disclosed on page 216 of the RHP.
Our Asset Procurement Strategy
Our presence in these markets have helped us build a strong network of space owners and developers. Our in-house team
further supports this by identifying suitable locations for our Centers and targeting space owners through our asset
procurement models. For further details in relation to our operations network based on number of Occupied seats in
Operational Centers, Operational Super Built-Up Area, Operational Cities and Occupancy rate in Operational Centers,
see “Our Business- Operations network and process” on page 228.
We source and procure our workspaces through the following models:
Straight Lease Model: The Straight Lease model entails landlords leasing space to operators at a fixed rental amount.
This arrangement resembles a traditional lease, with market-standard terms and conditions, such as common area
maintenance charges, escalations, and minimum lock-in periods. By opting for this model, landlords can minimize risk
and enjoy a stable income stream while also limiting their involvement in the day-to-day operations of the flex space. It
is favoured by established landlords in the market who prefer a straightforward and predictable financial arrangement.
227(Source: JLL Report). We typically enter into arrangement under this model for a period of five to nine years. The capital
expenditure for fitting out the property is entirely borne by us. Under the Straight Lease Model, there is greater revenue
potential linked to performance of the flex space Center. The entire upside potential in terms of revenue from F&B,
digital products belong to the operator (Source: JLL Report). As on May 31, 2025, 75% of our Centers operate under this
type of model.
Revenue Share Model: Under this model, landlords and flex space operators enter a partnership, sharing both risks and
rewards. In the Revenue Share model, the rent payment that operators make to landlords is based on a percentage of the
generated revenue. Depending on the agreed-upon terms, landlords may or may not contribute to the capital expenditure
for fit-outs. Instead of a fixed rental amount, landlords receive a share of the revenue or profit, on pre-negotiated terms.
In certain cases, landlords may also require a minimum-guarantee component within the arrangement (Source: JLL
Report). We currently have only one Center at GIFT City, operating under this model. As per the terms agreed upon with
the landlord for this Center, we are required to make a payment of 60% of the revenue generated and have committed to
making minimum guarantee payments.
Furnished by Landlord: Under this model, the landlord provides fully furnished and equipped office spaces to flex
operators. The cost of fit-outs is either recovered in the form of fixed rentals (cost amortized over lock-in period) or a
share of the revenue/profit (Source: JLL Report). As on May 31, 2025, 21.43% of our Centers operate under this type of
model.
OpCo - Propco Model: The Opco-Propco model, short for Operating Company-Property Company model, is a structure
which is being utilized in the flex industry. It involves the separation of the operational functions (Opco) from the
ownership of the physical properties (Propco). Under this model, the Opco is responsible for the day-to-day operations
of the flex space. This includes managing memberships, providing services and amenities, facilitating community
engagement, and ensuring smooth functioning of the workspace. The Opco generates revenue through membership fees
and service offerings. On the other hand, the PropCo owns the physical properties and leases them to the Opco. Their
primary role is to acquire, develop, and maintain the real estate assets that are used as flex spaces. The Propco generates
revenue through rental income from leasing the spaces to the Opco (Source: JLL Report). For further details please refer
to “Our Business- Our Strategies – Enhancing our asset procurement strategy” on page 222.
Further, details of our revenue contribution from our models are as follows:
(₹ in million)
Model As of Fiscal 2025 As of Fiscal 2024 As of Fiscal 2023
Furnished by landlords 377.26 313.48 162.38
Furnished by straight- lease 636.44 512.10 238.42
Revenue Share 9.12 - -
Total 1,022.82 825.58 400.80
Operations network and process
The following table further sets forth details of our operations network for the years indicated:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Operational Centers (1) 26 25 17
Operational Seats (2) 13,759 12,543 10,165
Number of Occupied Seats in Operational Centers (3) 12,054 10,422 8,218
Occupancy rate in Operational Centers (%) (4) 87.61 83.09 80.85
Operational Super Built-up Area (sq. ft.) (5) 835,035 806,635 628,737
Notes:
(1) Operational Centers refer to Centers where (i) we have entered into binding lease or operating arrangements with our space
owners; (ii) we have paid the security deposit to the space owners; and (iii) our clients can start availing our services at the Centers.
(2) Operational Seats refer to seats where (i) we have entered into binding lease or operating arrangements with our space owners;
(ii) we have paid the security deposit to the space owners; and (iii) our clients can start availing our services at the Centers.
(3) Number of Occupied Seats in Operational Centers means Total number of Seats contracted in our Operational Centers.
(4) Occupancy Percentage is calculated as Occupied Seats divided by the total operational seats within the period.
(5) Operational Super Built-up Area of a property is the total contracted area, which includes the carpet area, along with the terrace,
balconies, areas occupied by walls, and areas occupied by common/shared construction for all our Centers.
228Between March 31, 2023 to March 31, 2025, our Operational Centers, Operational Seats and Operational Super Built-
Up Area grew at a CAGR of 23.67%, 16.34% and 15.24%, respectively.
Identification of Cities and Submarkets
In order to identify and select the cities and submarkets where we propose to set up our Centers, comprehensive market
research and financial analysis is conducted to assess the practicality and viability of establishing a Center. We also
deploy a dedicated team for carrying out in person site inspections and evaluations. Factors such as availability of office
infrastructure, surrounding location profile, client potential and competitor landscape to evaluate future growth prospects
of the location are taken into consideration.
In addition, we inspect office spaces to ensure alignment with our quality standards. We also assess certain operational
parameters such as potential seat price, operating expenses and occupancy timeframe, to assess the financial viability of
a potential Center. On the basis of the resulting metrics, we assess whether to proceed with establishing a Center at the
selected city and submarket.
Our space owner portfolio
After identifying the appropriate city and location, we typically either work directly with the space owner or use brokers
to find suitable space owners. We generally employ the straight lease model for procuring workspaces. Thereafter,
negotiations are held with the identified space owners on key commercial terms such as long rent-free periods, especially
for bigger spaces of 150,000 sq. ft. and above, lease duration and lock-in period, rent/ license fees, payment terms, and
renewal conditions. We also endeavour to secure the right of first refusal under these agreements for any larger office
spaces that might become available later as well as exclusivity rights to ensure that we are the only workspace solution
provider at the particular location. After the stage of initial negotiations and completion of site visits, due diligence and
finalisation of layout plans, the definitive agreements are entered into.
We usually enter into definitive agreements with space owners for a term of 5 to 9 years.
The agreement in respect of our Center at GIFT City, which is under the revenue share model, include certain key terms
regarding fit-out, minimum guarantees, and license fees.
For details in relation to the arrangements for setting up of our Center under the OpCo - PropCo model, see “Our
Business- Our Strategies” and “History and Certain Other Corporate Matters – Other Agreements” on pages 221 and
245, respectively.
Our space owners range from real estate developers to companies, institutions and other non-corporate entities. Details
of the type of space owners across our Centers as of May 31, 2025, are set forth below:
Type of Space owner Count
Developers (A) 11
Companies/Institutions (B) 11
Non-corporates (C) 191
Total Space Owners (A) + (B) + (C) 213
Our client base
The COVID-19 pandemic has not only had a profound impact on the traditional office market but also fast-tracked trends
in the flexible space segment. As businesses are actively seeking ways to make their real estate portfolios more agile and
adaptable, the flexible space market is poised for a period of sustained growth (Source: JLL Report). The key benefit for
occupiers opting for customised spaces over traditionally leased spaces is the savings on the upfront expenditure for fit
outs. In simple terms, while the operational costs are mostly higher because occupiers end up paying a composite rent for
a bouquet of services, there are significant savings on capital expenditure. (Source: JLL Report). We offer fully
customizable office spaces tailored to specific business needs, with zero capital expenditure to our customers, enabling
businesses to establish their presence without significant upfront investment. This model allows clients to focus their
financial resources on their core business activities.
We have 12,054, 10,422 and 8,218 Occupied Seats at our Centers in the Fiscals 2025, 2024 and 2023, respectively. As
on May 31, 2025, we have over 250 clients, which includes large corporates or multinational corporations, SMEs, start-
ups and freelancers.
229Our clients operate in a diverse range of industries such as information technology, information technology enabled
services, media and entertainment, banking, financial services and insurance, and consulting. Our clients include QX
Global Services Private Limited, Nemetschek lndia Private Limited, Darwinbox Digital Solutions Private Limited, Wipfli
India LLP and Paperchase Accountancy India Limited. For further details in relation to our operations network based on
number of Operational Centers, Operational seats, Operational Super Built-Up Area, and occupancy percentage, see
“Our Business- Operations Network and Process” on page 228.
Our client acquisition strategy and demand
Our in-house sales team primarily handles client acquisition and executes transactions with our clients. We also engage
the services of real estate brokers and third-party aggregators like independent property consultants, to identify and
acquire clients for our Centers. We employ various digital media advertising strategies to increase our digital presence
with our target clients. In Fiscal 2025, 56.25% of our seats sold were through direct channels, that is sales were completed
without the involvement of a broker and 43.75% of our seats sold were through brokers. The usage of direct channels
includes our in-house team, referrals from brokers, expansion of current clients and digital media advertising.
Alongside being one of the largest operators, our Company maintains impressive average occupancy levels of 88% across
Ahmedabad, Gandhinagar, Indore, Jaipur, Udaipur, and Vadodara (Source: JLL Report). Our occupancy rates as of May
31, 2025 and for Fiscals 2025, 2024, 2023 were 87.19% and 87.61%, 83.09%,80.85%, respectively.
There has also been a steady increase in demand for our flexible workspace solutions over the last three Fiscals. The
details of the number of clients, Number of Occupied Seats in Operational Centers and Operational Super Built-Up Area
across our workspace solution offerings are provided for the years indicated below:
As on March 31, As on March 31, As on March 31,
Particulars
2025 2024 2023
Total number of clients 468 300 227
Managed office spaces 103 69 55
Co-working spaces 365 231 172
Number of Occupied Seats in Operational Centers (1) 12,054 10,422 8,218
Occupancy rate in Operational Centers (2) (%) 87.61 83.09 80.85
Operational Super Built-Up Area (3) (in sq. ft) 835,035 806,635 628,737
(1) Number of Occupied Seats in Operational Centers means Total number of Seats contracted in our Operational Centers.
(2) Occupancy rate in Operational Centers means the percentage of Number of Occupied Seats in Operational Centers divided by the
Capacity seats in Operational Centers.
(3) Operational Super Built-up Area of a property is the total contracted area, which includes the carpet area, along with the terrace,
balconies, areas occupied by walls, and areas occupied by common/shared construction for all our Centers.
Project management
Execution
As of May 31, 2025, the project execution department is headed by a professional with 18 (eighteen) years of experience
in the industry, and consists of 27 (twenty-seven) professional team members. Our project management services include
facility management in addition to site feasibility; designing; handling the operational phase, including managing vendor
bills, purchase orders, and weekly progress reports; conducting client handover and snag clearance; and complete
documentation and transition to operations. Our entire project management procedure is tech-driven, which enables quick
project turnaround times. Further, we are committed to providing our clients with timely execution of projects and quality
assurance.
In order to ensure that the project is completed on schedule, within budget, and with the necessary quality, our project
managers work closely with our clients, suppliers, and internal procurement and design teams.
Project managers are staffed on individual projects track projects on a real time and daily basis, and aim to ensure that
each project progresses smoothly and meets its intended milestones.
Design
We provide our clients design customizations that align with their brand aesthetic. This encompasses providing them
with varied range of product catalogue options, aesthetic and maintainable design options. We also provide a 360-degree
panoramic version of every design.
230Our design process for bespoke spaces starts with an understanding of the requirements and expectations of the particular
client. This is accomplished by having in-depth conversations and consultations to obtain the required knowledge. The
next step is to create a unified design theme that aligns with the client’s brand. This includes the technical components,
such as specifications, materials, and finishes, as well as the aesthetic components, like color palettes and spatial layouts.
Following that, we move into the detailed design stage, where the conceptual plans are developed into thorough and
useful design blueprints. Throughout this stage, our primary goal is to consider factors such as the right usage of technical
specifications to ensure efficient use of the available space and achieve optimal functionality. We also have in place
compliance measures to ensure that finished designs conform to the applicable rules, regulations and guidelines.
Information Technology
We believe that an appropriate information technology infrastructure is important in order to support the growth of our
business. Our in-house technology enabled services provide a seamless work experience to our clients as highlighted in
the following infographic:
We will continue to ensure timely upgradation of our information technology systems, to improve our operational
efficiency, customer service and decision-making process while improving our business continuity and reducing the
impact of internal and external risks.
231Marketing, Advertisement and Sales Promotion
Marketing
Recognizing that the co-working space business model is service-oriented, we understand that marketing the amenities
is crucial for achieving sustainable growth. To draw in new customers, we might have to incur marketing as well as other
costs like advertising and business promotion expenses. Digital marketing has been a key component of our approach. In
order to increase brand awareness and attract high-quality website traffic, we have concentrated on implementing the
best industry practices.
Key Marketing Strategies Implemented:
Developing Industry Content: We have developed over 500 live blogs on various topics related to the global workspace
industry. This extensive content library enhances our organic reach, positioning us as thought leaders across multiple
submarkets.
Performance Marketing: We actively engage in performance marketing in new cities to increase brand visibility.
Partnerships with Local Ecosystem Players: By forming strategic barter deals with local city communities, we host
various events at our spaces to increase foot traffic and presence in the city.
Digital marketing expenditures, client get-togethers, exhibitions and other associated charges that we incur are all
included in the expenses related to advertising and sales promotion. During Fiscals 2025, 2024 and 2023, our marketing
expenditure, comprising of advertisement, marketing and business promotion expenses amounted to ₹ 18.66 million, ₹
4.68 million and ₹ 0.64 million, respectively, constituting 1.07%, 0.39 % and 0.07 % of our total expense, respectively.
Our marketing initiatives promote customer engagement, increase brand awareness, and enable efficient communication.
By using newsletters and social media platforms for a variety of marketing initiatives, including expansion stories,
industry features, Center launches, company news, and client onboarding announcements, our marketing team builds and
maintains our brand identity.
Our marketing strategy helps us to raise brand awareness through online and offline marketing, including social media
and public relations. Events and meetups with tenants, space owners and channel partners also help us to generate leads
for our business. Further, we also engage with our clients through community events.
Sales
Our sales department is made up of 11 (eleven) employees as of May 31, 2025. The main responsibility of the sales
department is to develop and implement a sales strategy that covers a range of activities, including growing the clientele,
managing accounts, and fostering connections with existing customers. The key responsibilities of our sales department
include:
(a) Lead generation and conversion: It includes finding potential customers and arousing their interest in the offerings
of our Company.
(b) Account management: Maintaining strong relationships with existing customers and ensuring their ongoing
satisfaction requires effective account management
(c) Customer lifecycle management: This regulates the entire customer journey from the first contact to post purchase
support.
(d) Business development: This involves finding new avenues for growth, such as entering into new markets or forming
strategic alliances
Competition
The growth of the flex space market can be attributed to the rapid scaling up of existing players and the entry of new
players with innovative business models. The strong demand for flex spaces, combined with low entry barriers, has
attracted new players to venture into this segment. Currently, there are over four hundred flex space operators in India, a
significant increase from just a handful in 2010. However, the top seven players dominate the market, accounting for
~51% of the flex office stock across the top seven markets in India (Source: JLL Report). Our competitors include
WeWork, AWFIS, Smartworks, Table Space, Incuspaze, IndiQube, and Simpliwork (Source: JLL Report).
The flexible workspace industry in India is highly competitive, with numerous global and domestic operators like
WeWork, AWFIS, Smartworks, Table Space, Incuspaze, IndiQube and Simpliwork fighting for market share. Increased
232competition can lead to price wars, reducing profit margins and creating challenges for operators to differentiate their
offerings. Understanding and accurately predicting market demand for flex workspaces can be challenging. Competition
among operators has grown significantly over the years, leading to a demand-supply mismatch of spaces and pricing
pressures in certain sub markets. (Source: JLL Report)
Intellectual property
As on the date of this Red Herring Prospectus, our trademark is registered with the trademark
registry in the name of Dev Accelerator LLP under class 35, bearing trademark no. 4060901, dated January 18, 2019.
Our Company has filed the necessary application under Form TM-P on July 2, 2024 with the Trademark Registry for the
transfer of trademark post conversion of our Company from LLP to a body corporate, and the same is pending at the
office of the registrar of trademark.
Human Resources
As on May 31, 2025, we have 182 permanent employees. The following table sets forth information on the number of
our staff by department, for the period ended May 31, 2025:
Department Number of Employees
Accounts 8
Secretarial and Compliance 2
Interior Designing 26
Finance 6
Human Resources 8
IT Network and Infrastructure 28
Legal 1
Marking 9
Operations/ Facility Management 50
Procurement 6
Project Execution 27
Sales 11
Grand Total 182
Set out below are details of our attrition for our employees, KMPs and SMPs, for the years indicated:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Total number of KMPs and SMPs 9 0 0
Annual attrition rate of KMPs and SMPs (in %)* 11.11 NA NA
Total number of permanent employees 166 109 92
Annual attrition rate of our permanent employees (in %)* 13.09 52.74 33.71
*Attrition rate has been calculated by dividing the total number of permanent employees/KMPs/SMPs who resigned during the year
with the average of opening and closing total head count of the permanent employees/KMPs/SMPs during the respective year.
Also see, “Risk Factors– 14. We had an attrition rate of 13.09%, 52.74% and 33.71% in Fiscals 2025, 2024 and 2023,
respectively, for our permanent employees. Our operations are dependent on our ability to attract and retain qualified
personnel, including our Key Managerial Personnel and Senior Management Personnel and any inability on our part to
do so, could adversely affect our business, results of operations and financial condition” on page 53.
In addition, as of May 31, 2025, we had 98 contract labourers who are involved in various aspects of our business such
as housekeeping, security service and valet services.
As of the date of this Red Herring Prospectus, we do not have recognized trade unions at our Centers. We have not
experienced any material work stoppages due to labour disputes or cessation of work in the last three fiscal years.
233Insurance
The flexible workspace industry poses risks in relation to personal injury, fires, natural disasters, the spread of infectious
diseases, acts of terrorism, and other unanticipated events. Accordingly, we have obtained insurance policies in relation
to building, office spaces and equipment covering losses due to fire, burglary, business interruption and allied perils.
The following table sets forth details of our insurance coverage as on March 31, 2025, March 31, 2024, and March 31,
2023:
(₹ in million unless otherwise stated)
Particulars As of March 31, 2025 As of March 31, 2024 As of March 31, 2023
Total sum insured (₹ in million) 1,895.59 1,245.26 57.00
Total assets* (₹ in million) 5,101.83 3,911.88 2,747.28
Total Insurance coverage (in %) 37.16 31.83 2.07
*Total assets include current and non-current assets but exclude deferred tax assets (net) and current tax assets as mentioned in
Restated Consolidated Financial Information.
There has been no claim in the past that has exceeded the insurance cover. Also see, “Risk factors – 25. Our insurance
coverage may not be adequate to protect us against all potential losses, which may have a material adverse effect on our
business, financial condition, cash flows and results of operations” on page 60.
Property
Our Registered Office is located at C-01, The First Commercial Complex, behind Keshavbaug Party Plot, Vastrapur,
Ahmedabad, Gujarat -380015, India, and is on a long-term lease for 9 years expiring in 2027. Our Corporate Office is
located at A – 1101, B-1101 The First, B/h. Keshavbaug Party Plot, near Shivalik High Street, Vastrapur, Ahmedabad –
380015, and is on a long-term lease for 9 years expiring in 2031.
As of May 31, 2025, we have a total of 28 Centers (out of which 21 are under the straight lease model; 1 is under the
revenue share model and 6 are furnished by landlords), and the premises of all our Centers have been taken on lease or
leave and license basis.
Awards and Accreditations
Over the years we have won awards and accreditations and have received ISO 9001:2015 registration for providing co-
working spaces and ongoing support to customers and have also received ISO 27001:2022 registration for information
security management system encompassing all processes for providing co-working spaces and continuous support. For
further details, see “History and Certain Corporate Matters –Awards, accreditations and recognitions received by our
Company” on page 240.
234KEY REGULATIONS AND POLICIES IN INDIA
The following description is a summary of certain key statutes, rules, regulations, notifications, memorandums, circulars and
policies which are applicable to our Company and the business undertaken by our Company.
The information detailed in this chapter, is based on the current provisions of key statutes, rules, regulations, notifications,
memorandums, circulars and policies which are subject to amendments, changes and/or modifications. The information in
this section has been obtained from publications available in the public domain. The description of the applicable regulations
as given below has been provided in a manner to provide general information to the investors and may not be exhaustive and
is neither designed nor intended to be a substitute for professional legal advice. The indicative summary is based on the current
provisions of applicable law, which are subject to change or modification or amended by subsequent legislative, regulatory,
administrative or judicial decisions002E
Information Technology Act, 2000 (the “IT Act”) and the rules made thereunder
The IT Act seeks to: (i) provide legal recognition to transactions carried out by various means of electronic data
interchange involving alternatives to paper-based methods of communication and storage of information; (ii) facilitate
electronic filing of documents; and (iii) create a mechanism for the authentication of electronic documentation through
digital signatures. The IT Act provides for extraterritorial jurisdiction over any offence or contravention under the IT Act
committed outside India by any person, irrespective of their nationality, if the act or conduct constituting the offence or
contravention involves a computer, computer system or computer network located in India. Additionally, the IT Act
empowers the Government of India to direct any of its agencies to intercept, monitor or decrypt any information in the
interest of sovereignty, integrity, defence and security of India, among other things. The Information Technology
(Procedure and Safeguards for Blocking for Access of Information by Public) Rules, 2009 specifically permit the
Government of India to block access of any information generated, transmitted, received, stored or hosted in any computer
resource by the public, the reasons for which are required to be recorded by it in writing.
The IT Act facilitates electronic commerce by recognizing contracts concluded through electronic means, protects
intermediaries in respect of third-party information liability and ensures that a body corporate failing to protect sensitive
personal data is liable to pay damages by way of compensation. The IT Act also prescribes civil and criminal liability
including fines and imprisonment for computer related offences including those related to unauthorized access to
computer systems, tampering with or unauthorised manipulation of any computer, computer system or computer network
and damaging computer systems and creates liability for negligence in dealing with or handling any sensitive personal data
or information in a computer resource and in maintaining reasonable security practices and procedures in relation thereto,
among others.
The IT Act empowers the Government of India to formulate rules with respect to reasonable security practices and
procedures and sensitive personal data. In exercise of this power, the Department of Information Technology, (“DoIT”)
Ministry of Electronics and Information Technology, Government of India, in April 2011, notified the Information
Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011 (“IT
Security Rules”) which prescribe directions for the collection, disclosure, transfer and protection of sensitive personal
data by a body corporate or any person acting on behalf of a body corporate. The IT Security Rules require every such
body corporate to provide a privacy policy for handling and dealing with personal information, including sensitive
personal data, ensuring security of all personal data collected by it and publishing such policy on its website. The IT
Security Rules further require that all such personal data be used solely for the purposes for which it was collected and any
third-party disclosure of such data is made with the prior consent of the information provider, unless contractually agreed
upon between them or where such disclosure is mandated by law.
The DoIT also notified the Information Technology (Intermediaries Guidelines and Digital Media Ethics Code) Rules,
2021 (“IT Intermediary Rules”) requiring intermediaries receiving, storing, transmitting, or providing any service with
respect to electronic messages to not knowingly host, publish, transmit, select or modify any information prohibited under
the IT Intermediary Rules, to disable hosting, publishing, transmission, selection or modification of such information
once they become aware of it, as well as specifying the due diligence to be observed by intermediaries. The IT Intermediary
Rules further requires the intermediaries to provide for a grievance redressal mechanism and also appoint a nodal officer
and a resident grievance officer.
Digital Personal Data Protection Act, 2023 (“DPDP Act”)
The DPDP Act was introduced to provide for the processing of digital personal data in a manner that recognizes both the
right of individuals to protect their personal data and the need to process such personal data for lawful purposes and for
matters connected therewith or incidental thereto. The DPDP act replaces Article 43(A) (Compensation for failure to
235protect data) of IT Act 2000. Under the DPDP Act the personal data of a data principal may only be processed for a lawful
purpose for which the data principal has given consent or for certain legitimate purposes.
A request for consent of the data principal must be accompanies or preceded by a notice given by the data fiduciary,
informing the data principal of the personal data and the purpose for which the same is proposed to be processed and the
rights and remedies available to the data principal under the act. The notice provided must be clear concise and
comprehensible to the data principal. The Act further provides that the consent given by the data principal shall be free,
specific, informed, unconditional and unambiguous with a clear affirmative action and shall signify an agreement to the
processing of the personal data for the specified purpose and be limited to such personal data as is necessary for such
specified purpose.
The act establishes “legitimate purpose" for which personal data can be processed; (i) for the specified purpose for which
the data principal has voluntarily provided her personal data to the data fiduciary and in respect of which she has not
indicated to the data fiduciary that she does not consent to the use of her personal data; (ii) for the state and any of its
instrumentalities to provide or issue to the data principal such subsidy, benefit, service, certificate, licence or permit as
may be prescribed, subject to certain conditions; (iii) for the performance by the state or any of its instrumentalities of
any function under any law for the time being in force in India or in the interest of sovereignty and integrity of India or
security of the state; (iv) for fulfilling any obligation under any law for the time being in force in India on any person to
disclose any information to the State or any of its instrumentalities, subject to such processing being in accordance with
the provisions regarding disclosure of such information in any other law for the time being in force (v) for compliance
with any judgment or decree or order issued under any law for the time being in force in India, or any judgment or order
relating to claims of a contractual or civil nature under any law for the time being in force outside India; (vi) for
responding to a medical emergency involving a threat to the life or immediate threat to the health of the Data Principal
or any other individual; (vii) for taking measures to provide medical treatment or health services to any individual during
an epidemic, outbreak of disease, or any other threat to public health; (viii) for taking measures to ensure safety of, or
provide assistance or services to, any individual during any disaster, or any breakdown of public order; (ix) for
employment related purposes.
The DPDP act imposes penalties for contravention, wherein a penalty up to ₹ 10,000 may be imposed for a breach in
observance of duty by data principal and a penalty up to ₹ 2.5 billion may be levied for non-compliance of provisions by
data fiduciaries.
The Registration Act, 1908 (the “Registration Act”)
The Registration Act was introduced for the purpose of, among other things, to provide a method of public registration
of documents so as to give information to people regarding legal rights and obligations arising or affecting a particular
property and to perpetuate documents which may afterwards be of legal importance and also to prevent fraud. The
Registration Act provides details regarding the formalities required for registering an instrument. Further, the Registration
Act identifies the documents for which registration is compulsory and includes, among other things, a lease of immovable
property for any term exceeding one year or reserving a yearly rent. A document required to be compulsorily registered
if not registered, shall not affect any immovable property comprised therein, confer any power to adopt, or be received
as evidence of any transaction affecting such property or conferring such power (except may be received as evidence of
a contract in a suit for specific performance or as evidence of any collateral transaction not required to be effected by
registered instrument), unless it has been registered.
Municipality Laws
Pursuant to the Constitution (Seventy-Fourth Amendment) Act,1992 the respective state legislatures in India have power
to endow the municipalities with power to implement schemes and perform functions in relation to matters listed in the
Twelfth Schedule to the Constitution of India. The respective States of India have enacted laws empowering the
municipalities to issue trade license for operating businesses and implementation of regulations relating to such license
along with prescribing penalties for non-compliance.
The Transfer of Property Act, 1882 (“TP Act”)
The TP Act regulates the transfer of property rights. It encompasses various aspects of property transactions and provides
guidelines and legal principles to ensure fair and transparent dealings. The TP Act covers different types of property
transfers, such as sales, gifts, mortgages, leases, and transfers by will. It sets out the requirements and procedures for each
type of transfer, including the necessary documentation, conditions, and obligations of the parties involved. The TP Act
also addresses mortgages, defining various types such as simple mortgage, usufructuary mortgage, and English mortgage.
It establishes the rights and liabilities of the mortgagor (borrower) and the mortgagee (lender), ensuring the protection of
their respective interests. Additionally, the TP Act covers leases of immovable property, providing guidelines for the
lessor (Landlord) and lessee (tenant). It includes provisions regarding the duration of the lease, rent payment, and the
obligations of both parties during the tenancy. Overall, the TP Act is a comprehensive legislation that addresses various
236aspects of property transfers in India. It aims to establish clear guidelines, protect the interests of the parties involved,
and ensure transparency and fairness in property transactions.
Shops and Establishments legislations in various states
Under the provisions of local shops and establishment legislations applicable in the states in which establishments are set
up, establishments are required to be registered under the respective legislations. These legislations regulate the condition
of work and employment in shops and commercial establishments and generally prescribe obligations in respect of inter
alia registration, opening and closing hours, daily and weekly working hours, holidays, leave, health and safety measures
and wages for overtime work.
Foreign Investment Regulations
Foreign investment in India is governed by the provisions of Foreign Exchange Management Act, 1999 (“FEMA”) along
with the rules, regulations and notifications made by the Reserve Bank of India thereunder, and the consolidated FDI
Policy (“FDI Policy”) issued by the Department of Industrial Policy and Promotion, Ministry of Commerce and Industry,
Government of India from time to time. Under the current FDI Policy (effective from August 28, 2017), foreign direct
investment in the sector in which company operates is permitted up to 100% of the paid-up share capital of the Company
under the automatic route, i.e. without requiring prior government approval, subject to compliance with certain prescribed
pricing guidelines and reporting requirements.
Laws related to Employment
We are subject to various labour laws for the safety, protection, condition of working, employment terms and welfare of
labourers and/or employees of us. We are also subject to other laws concerning condition of working, benefit and welfare
of our labourers and employees such as:
• the Apprentices Act, 1961,
• the Child Labour (Prohibition and Regulation) act, 1986;
• the Employees (Provident Fund and Miscellaneous Provisions) Act, 1952;
• the Employees State Insurance Act 1948;
• the Equal Remuneration Act, 1976;
• the Industrial Disputes Act, 1947;
• the Industrial Employment (Standing Orders) Act, 1946;
• the Maternity Benefit Act, 1961;
• the Minimum Wages Act, 1948;
• the Payment of Bonus Act, 1965;
• the Payment of Gratuity Act, 1972;
• the Payment of Wages Act, 1936;
• the Public Liability Insurance Act, 1991;
• the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
• the Workmen’s Compensation Act, 1923.
In order to rationalise and reform labour laws in India, the Government has enacted the following codes:
• Code on Wages, 2019, which regulates, inter alia, the minimum wages payable to employees, the manner of payment
and calculation of wages and the payment of bonus to employees. It subsumes four existing laws, namely the Payment
of Wages Act, 1936, the Minimum Wages Act, 1948, the Payment of Bonus Act, 1965, and the Equal Remuneration
Act, 1976.
• Industrial Relations Code, 2020, which consolidates and amends laws relating to trade unions, the conditions of
employment in industrial establishments and undertakings and the investigation and settlement of industrial disputes.
It subsumes the Trade Unions Act, 1926, the Industrial Employment (Standing Orders) Act, 1946 and the Industrial
Disputes Act, 1947.
237• Code on Social Security, 2020, which amends and consolidates laws relating to social security. It governs the
constitution and functioning of social security organisations such as the employees’ provident fund and the
employees’ state insurance corporation, regulates the payment of gratuity, the provision of maternity benefits, and
compensation in the event of accidents to employees, among others. It subsumes various legislations including the
Employee’s Compensation Act, 1923, the Employees’ State Insurance Act, 1948, the Employees’ Provident Funds
and Miscellaneous Provisions Act, 1952, the Maternity Benefit Act, 1961, and the Payment of Gratuity Act, 1972.
• Occupational Safety, Health and Working Conditions Code, 2020, amends and consolidates laws regarding the
occupational safety, health and working conditions of persons employed in an establishment. It subsumes various
legislations including the Factories Act, 1948, and the Contract Labour (Regulation and Abolition) Act, 1970.
• Certain portions of the Code on Wages, 2019, have come into force upon notification by the Ministry of Labour
and Employment. The remainder of these codes shall come into force on the day that the Government shall notify for
this purpose.
Intellectual Property Laws
Intellectual property in India enjoys protection under both common law and statutes. Under statutes, India provides for
trademark protection under the Trade Marks Act, 1999, registration of designs under the Designs Act, 2000 and for the
registration of patents under the Patents Act, 1970. These enactments provide for the protection of intellectual property
by imposing civil and criminal liability for infringement.
Laws Related to Taxation
Some of the tax legislations that may be applicable to the operations of our Company include:
• Central Goods and Services Tax Act, 2017 and various state-wise legislations made thereunder:
• Integrated Goods and Services Tax Act, 2017;
• Income Tax Act, 1961, as amended by the Finance Act in respective years;
• Customs Act, 1961;
• Indian Stamp Act, 1899 and various state-wise legislations made thereunder;
• State-wise legislations in relation to professional tax.
Other Indian laws
In addition to the above, we are also governed by the provisions of the Companies Act and rules framed thereunder,
relevant central and state tax laws, foreign exchange and investment laws and foreign trade laws and other applicable
laws and regulation imposed by the central and state government and other authorities for over day to day business,
operations and administration.
238HISTORY AND CERTAIN CORPORATE MATTERS
Brief history of our Company
Our business originally started as a limited liability partnership under the name and style of “Dev Accelerator LLP” on
September 14, 2017 under the Limited Liability Partnership Act, 2008, pursuant to a certificate of incorporation issued
by the RoC with Rushit Shardulkumar Shah, Umesh Satishkumar Uttamchandani, Parth Naimeshbhai Shah and Dev
Information Technology Limited as its partners. Subsequently, Parashwanath Land Organisers LLP joined Dev
Accelerator LLP on July 1, 2019. Pursuant to a No Objection Certificate and an Affidavit cum Declaration, from the
erstwhile partners of Dev Accelerator LLP dated August 13, 2020, the limited liability partnership was converted into
a private limited company and a certificate of incorporation dated September 05, 2020 was issued by the Registrar of
Companies, Central Registration Centre under the name and style of ‘Dev Accelerator Private Limited’. Our Company
was further converted into a public limited company pursuant to a special resolution passed by our Shareholders at the
extra-ordinary general meeting held on July 12, 2024 and a fresh certificate of incorporation consequent upon
conversion to public limited company dated September 3, 2024 was issued by the RoC. The name of our Company was
changed to its present name, ‘Dev Accelerator Limited’.
Changes in the registered office
There has been no change in the registered office of our Company since the date of its incorporation.
Main objects of our Company
The main objects contained in our Memorandum of Association are as follows:
To carry on the business to develop, nurture, promote and successfully commercialise ventures - that are based on
innovative products, models, tools, techniques, and technologies and/or render services in the area of Technologies like,
Internet of Things, Machine Learning, Artificial intelligence, Cyber security; ventures that would conceptualise, develop
and manufacture innovative processes, formats, mediums of communication for reaching out to individuals or masses by
providing training, mentoring, intellectual support services, providing co-working space with all amenities and other
facility management services to the individuals, organizations and Start-ups.
The main objects and matters necessary for furtherance of the main objects as contained in the Memorandum of
Association enable our Company to carry on the business presently being carried out.
Amendments to the Memorandum of Association
Set out below are the amendments to our Memorandum of Association since incorporation:
Date of
Details of the modifications
amendment
March 15, 2021 Clause V of the MoA was amended to reflect the increase in our authorised share capital
from ₹10,000,000 divided into 1,000,000 Equity Shares of ₹10 each to ₹50,000,000 divided
into 1,422,480 Equity Shares of ₹10 each and 3,577,520 Preference Shares of ₹10 each.
June 11, 2022 Clause V of the MoA was amended to reflect the reclassification of our authorised share
capital from ₹50,000,000 divided into 1,422,480 Equity Shares of ₹10 each and 3,577,520
Preference Shares ₹10 each to ₹50,000,000 divided into 1,350,000 Equity Shares of ₹10 each
and 3,650,000 Preference Shares of ₹10 each.
July 12, 2024 Clause I of the MoA was amended to reflect the change in name of our Company from ‘Dev
Accelerator Private Limited’ to ‘Dev Accelerator Limited’, pursuant to the conversion of our
Company into a public limited company.
September 3, 2024 Clause V of the MoA was amended to reflect the increase in the authorised share capital of our
Company from ₹50,000,000 divided into 1,350,000 Equity Shares of ₹10 each and 3,650,000
Preference Shares of ₹10 each to ₹ 300,000,000 divided into 26,350,000 Equity Shares of ₹ 10
each and 3,650,000 Preference Shares of ₹10 each.
September 19, 2024 Clause V of the MoA was substituted to reflect the sub division in the authorized share capital
of our Company from ₹ 300,000,000 divided into 26,350,000 Equity Shares of ₹ 10 each and
3,650,000 Preference Shares of ₹10 each to ₹ 300,000,000 divided into 131,750,000 Equity
Shares of ₹ 2 each and 3,650,000 Preference Shares of ₹10 each.
239Major events and milestones of our Company
Fiscal Year Event
Started the business as a limited liability partnership on September 14, 2017 under the name
2017
and style of “Dev Accelerator LLP”.
Launched our first Center in Ahmedabad, admeasuring 49,035 sq. ft. with 1,250 seating
capacity.
2018
Launched our first Center in Vadodara, admeasuring 30,320 sq. ft. with a capacity of 550 seats.
Launched our first Center in Mumbai admeasuring 21,000 sq. ft. with a capacity of 400 seats.
2019
Added a new Center in Ahmedabad, admeasuring 25,509 sq. ft. with 550 seating capacity.
Converted the limited liability partnership into a private limited company on September 5, 2020
2020 under the name and style of ‘Dev Accelerator Private Limited’.
Launched our first Center in Hyderabad, admeasuring 35,564 sq. ft. with a capacity of 700 seats.
2021 Added two new Centers in Ahmedabad admeasuring 36,002 sq. ft. with a capacity of 380 seats.
Launched our first Center in Rajkot, admeasuring 22,173 sq. ft. with a capacity of 280 seats.
Launched our first Center in Pune, admeasuring 18,682 sq. ft. with a capacity of 400 seats.
Launched our first Center in Noida, admeasuring 55,866 sq. ft. with a capacity of 800 seats.
Launched our first Center in Noida, admeasuring 30,900 sq. ft. with a capacity of 350 seats.
2022
Added a new Center in Mumbai, admeasuring 23,470 sq. ft. with a capacity of 500 seats.
Added two new Centers in Ahmedabad admeasuring 179,010 sq. ft. with a capacity of 1960
seats.
Added a new Center in Pune, admeasuring 18,987 sq. ft. with a capacity of 350 seats.
2023 Launched our first Center in Indore, b admeasuring 19,204 sq. ft. with a capacity of 255 seats.
Launched our first Center in Udaipur, admeasuring 13,333 sq. ft. with a capacity of 110 seats.
Added two new Centers in Ahmedabad admeasuring 23,886 sq. ft. with a capacity of 480 seats.
2024
Our private limited company was converted into a public limited company and received fresh
Certificate of Incorporation on September 3, 2024.
2025 Added a new Center in Pune, admeasuring 28,400 sq. ft. with a capacity of 369 seats.
2026 Added two new Centers in Hyderabad admeasuring 25,487 sq. ft. with a capacity of 385 seats.
Awards, accreditations and recognitions received by our Company:
Calendar Year Award
Received certificate of recognition as a start-up by Department of Industrial Policy and
2019
Promotion (DIPP)
Received “Co-working space of the year” award at 11th Realty+ Conclave and Excellence
2019
Awards 2019 Gujarat by Estate Consultants Chembur Private Limited
2023 Received “Co-working space of the year” award by eChai Startup Awards
Received ISO 9001:2015 registration for providing co-working spaces and ongoing support to
2024
customers.
Received ISO 27001:2022 registration information security management system encompassing
2024
all processes for providing co-working spaces and continuous support.
2025 Received “Co-working Startup of the year” award by The Economic Times
Received recognition for being an online platform providing managed co-working spaces by
2025
Indicorns, a Titan Capital Initiative.
240Time and cost over-runs
Except as disclosed in “Risk Factors – 34. We are exposed to risks associated with the development, construction and
maintenance of the spaces we occupy” on page 65, there have been no time and cost over-runs in the setting up of projects
by our Company since incorporation.
Defaults or re-scheduling, restructuring of borrowings with financial institutions/banks
There have been no delays, defaults or re-scheduling/ re-structuring in relation to borrowings availed by our Company
from any financial institutions or banks.
Significant financial or strategic partners
As of the date of this Red Herring Prospectus, our Company does not have any significant financial or strategic partners.
Launch of key products or services, entry into new geographies or exit from existing markets
For details of key products or services launched by our Company, entry into new geographies or exit from existing
markets, capacity/facility creation, location of our Centers, see “History and certain corporate matters– Major Events
and Milestones of our Company” and “Our Business” on pages 240 and 215, respectively.
Lock-out and strikes
There have been no instances of strikes or lock-outs at any time in our Company.
Revaluation of assets
Our Company has not revalued its assets since its incorporation.
Mergers or amalgamations
Our Company has not been party to any merger or amalgamation since its incorporation.
Details regarding material acquisitions or divestments of business/ undertakings
Other than as disclosed below, our Company has not acquired or divested any material business or undertaking since
its incorporation:
1. Acquisition of the equity shares of Saasjoy Solutions Private Limited (“SSPL”)
Our Company acquired 6,999 equity shares of SSPL representing 99.99% of its paid-up share capital for an aggregate
consideration of ₹ 0.546 million on March 31, 2024. Further, one of our Promoters, Umesh Satishkumar Uttamchandani
acquired 1 equity share of SSPL representing 0.01% of its paid-up share capital in his capacity as nominee of our
Company for an aggregate consideration of ₹ 75,000. The acquisition of equity shares was completed by way of executing
share transfer forms between our Company and the shareholders, being 5000 equity shares transferred from Yash
Himanshu Shah; 1000 equity shares transferred from Koushik Ram Tamilselvan; and 1000 equity shares transferred from
Jay Bhavesh Patel. Neither our Promoters nor our Directors are related in any way to the transferors. The mode of payment
of the purchase consideration was cash, by way of a bank transfer. By virtue of the transaction SSPL has become a
Subsidiary of our Company. For details, see “Our Subsidiaries and Associates” on page 248.
2. Acquisition of the Shares of Janak Urja Private Limited (“JUPL”)
Our Company acquired 4,369 Equity Shares of JUPL representing 43.69% of its paid-up share capital for an aggregate
consideration of ₹ 258.69 million pursuant to share purchase agreements each dated April 17, 2024, the details of which
are provided below. Neither our Promoters nor our Directors are related in any way to the persons from whom equity
shares of JUPL were acquired. By virtue of the transaction, JUPL has become an Associate of our Company. For details,
see “Our Subsidiaries and Associates” on page 248.
The details of the share purchase agreements entered into by our Company for acquiring the equity shares of JUPL are
as follows:
241Share Purchase Agreement dated April 17, 2024 (“SPA 1”) between Ajay Surendrabhai Patel and our Company.
Pursuant to SPA 1, our Company acquired 2,185 equity shares of face value of ₹10 each of JUPL, constituting 21.85%
of the paid-up share capital of JUPL from Ajay Surendrabhai Patel for a total consideration of ₹ 129.37 million.
Share Purchase Agreement dated April 17, 2024 (“SPA 2”) between Dipesh Rameshbhai Patel and our Company.
Pursuant to SPA 2, our Company acquired 546 equity shares of face value of ₹10 each of JUPL, constituting 5.46% of
the paid-up share capital of JUPL from Dipesh Rameshbhai Patel for a total consideration of ₹ 32.33 million.
Share Purchase Agreement dated April 17, 2024 (“SPA 3”) between Mitesh Ramanbhai Patel and our Company.
Pursuant to SPA 3, our Company acquired 546 equity shares of face value of ₹10 each of JUPL, constituting 5.46% of
the paid-up share capital of JUPL from Mitesh Ramanbhai Patel for a total consideration of ₹ 32.33 million.
Share Purchase Agreement dated April 17, 2024 (“SPA 4”) between Narendra Purohit and our Company.
Pursuant to SPA 4, our Company acquired 546 equity shares of face value of ₹10 each of JUPL, constituting 5.46% of
the paid-up share capital of JUPL from Narendra Purohit for a total consideration of ₹ 32.33 million.
Share Purchase Agreement dated April 17, 2024 (“SPA 5”) between Saumil Purohit and our Company.
Pursuant to SPA 5, our Company acquired 546 equity shares of face value of ₹10 each of JUPL, constituting 5.46% of
the paid-up share capital of JUPL from Saumil Purohit for a total consideration of ₹ 32.33 million.
The details of the share purchase agreements and shareholders’ agreement entered into amongst certain persons
in relation to the Equity Shares of our Company are as follows:
Share Purchase Agreement dated September 24, 2024 entered into between Dev Information Technology Limited and
Tipsons Consultancy Services Private Limited (“Tipsons SPA”)
Pursuant to the Tipsons SPA, Tipsons Consultancy Services Private Limited has purchased 1,392,045 Equity Shares
(aggregating to 2.09% of the equity share capital of our Company) of face value of ₹ 2 each of the Company from our
corporate Promoter, Dev Information Technology Limited, for a consideration of ₹ 56.36 million. There are no special
rights available to Tipsons Consultancy Services Private Limited under the Tipsons SPA.
Share Purchase Agreement dated September 24, 2024 entered into between Dev Information Technology Limited and
Rushabh Pravin Shah (“Rushabh SPA”)
Pursuant to the Rushabh SPA, Rushabh Pravin Shah has purchased 369,410 Equity Shares (aggregating to 0.55% of the
equity share capital of our Company) of face value of ₹ 2 each of the Company from our corporate Promoter, Dev
Information Technology Limited, for a consideration of ₹ 14.96 million. There are no special rights available to Rushabh
Pravin Shah under the Rushabh SPA.
Share Purchase Agreement dated September 24, 2024 entered into between Dev Information Technology Limited and
Kaushal Kunjbihari Shah (“Kaushal SPA”)
Pursuant to the Kaushal SPA, Kaushal Kunjbihari Shah has purchased 369,410 Equity Shares (aggregating to 0.55% of
the equity share capital of our Company) of face value of ₹ 2 each of the Company from our corporate Promoter, Dev
Information Technology Limited, for a consideration of ₹ 14.96 million. There are no special rights available to Kaushal
Kunjbihari Shah under the Kaushal SPA.
Share Purchase Agreement dated September 24, 2024 entered into between Dev Information Technology Limited and
Devang Arvindbhai Patel (“Devang SPA”)
Pursuant to the Devang SPA, Devang Arvindbhai Patel has purchased 121,635 Equity Shares (aggregating to 0.18% of
the equity share capital of our Company) of face value of ₹ 2 each of the Company from our corporate Promoter, Dev
Information Technology Limited, for a consideration of ₹ 4.92 million. There are no special rights available to Devang
Arvindbhai Patel under the Devang SPA.
242Share Purchase Agreement dated September 24, 2024 entered into between Dev Information Technology Limited and
Siddh Pulin Patel (“Siddh SPA”)
Pursuant to the Siddh SPA, Siddh Pulin Patel has purchased 369,410 Equity Shares (aggregating to 0.55% of the equity
share capital of our Company) of face value of ₹ 2 each of the Company from our corporate Promoter, Dev Information
Technology Limited, for a consideration of ₹ 14.96 million. There are no special rights available to Siddh Pulin Patel
under the Siddh SPA.
Share Purchase Agreement dated September 24, 2024 entered into between Dev Information Technology Limited and
Prabha Mahesh Modi (“Prabha SPA”)
Pursuant to the Prabha SPA, Prabha Mahesh Modi has purchased 252,280 Equity Shares (aggregating to 0.38% of the
equity share capital of our Company) of face value of ₹ 2 each of the Company from our corporate Promoter, Dev
Information Technology Limited, for a consideration of ₹ 10.21 million. There are no special rights available to Prabha
Mahesh Modi under the Prabha SPA.
Shareholders’ agreement dated September 26, 2024 entered into between Janak Urja Private Limited, Mitesh R Patel,
Dipesh R Patel, Narendra M Purohit, Ajay S Patel, Saumil N Purohit and our Company
Pursuant to the shareholders’ agreement dated September 26, 2024, our Company has the right to nominate 2 (two)
Directors to the board of Janak Urja Private Limited has the pre-emptive right to participate, in any future issuance of
securities by Janak Urja Private Limited and has certain additional rights such as rights of first refusal and information
rights, as well as affirmative voting rights. For details, see “Our Subsidiaries and Associates” on page 248.
Holding Company
As of the date of this Red Herring Prospectus, our Company does not have a holding company.
Joint ventures
As of the date of this Red Herring Prospectus, our Company does not have any joint venture.
Our Subsidiaries
As on the date of this Red Herring Prospectus, except for Saasjoy Solutions Private Limited and Neddle and Thread
Designs LLP; our Company has no other subsidiary. For details, see “Our Subsidiaries and Associates” on page 248.
Our Associates
As of the date of this Red Herring Prospectus, except for Finclave Accel LLP; Swadesh Venture Fund LLP; Scaleax
Advisory Private Limited; and Janak Urja Private Limited, our Company has no other associate. For details, see “Our
Subsidiaries and Associates” on page 248.
Shareholders’ agreements
Share subscription and shareholders’ agreement dated December 27, 2022 (“SHA”) as supplemented and amended
by First Addendum Agreement dated December 19, 2023, Second Addendum Agreement dated May 08, 2024, Third
Addendum Agreement dated May 27, 2024, Fourth Addendum Agreement dated June 29, 2024 , and Fifth Addendum
Agreement dated August 12, 2024; Sixth Addendum Agreement dated September 3, 2024; Seventh Addendum
Agreement dated September 23, 2024; Eight Addendum dated March 27, 2025 amongst our Company, Mr. Umesh
Satishkumar Uttamchandani, Mr. Rushit Shardulkumar Shah, Mr. Parth Naimeshbhai Shah (collectively, referred
to as the “Co-Founders”), Dev Information Technology Limited (referred to as “Promoter 4”), , Shital Mayank Patel,
Mitesh Ramanbhai Patel, Shreyas Chinubhai Sheth, Pratik Shreyas Sheth, Anshul Devendra Shah, Utsav Devendra
Shah, Advent Envirocare Private Limited, Mananbhai Rameshbhai Shah, Tycho Ventures Private Limited, Amit
Ranchhodlal Chokshi, Akshay Indrajeet Gupta, Komal Rathi, Sunnykumar Pawan Kumar Agarwal, Shrijay
Shreyasbhai Sheth, Margeshkumar Sureshchandra Shah, Ankur Maheshkumar Agrawal, Chhattisgarh Investments
Limited, Shaili Naimish Sakhpara, Molkem Chemicals India LLP, Ardeko Asset Management Private Limited,
Shakuntala Nagori, Saurabh Kumar, Ishaan Marketing Private Limited, Shreenath Smart Technologies Pvt Ltd, J P
Tobacco Products Private Limited, Parbhudas Kishordas Tobacco Products Private Limited, Paresh Anandbhai Amin,
Parashwanath Land Organisers LLP, Maximus Wealth Management LLP, Rajesh Sunderdas Vaswani,
Deepakkumar B Vaswani, Abhishek Singhvi, Soham Padmank Mehta, Unmaj Corporation LLP, Kalpesh
Harakhchand Gala (Siddhant Investment), Dhaval Shirish Shah, Ajay Surendrabhai Patel, Ducon Consultants
243Private Limited (collectively, referred to as the “Investors”) and Tipsons Consultancy Services Pvt Ltd, Shah Kaushal
Kunjbihari, Rushabh Pravinchadra Shah, Patel Siddh, Prabha Mahesh Modi, Dharan Jayesh Patel, Biren Suryakant
Patel, Devang Arvindbhai Patel, Riya Jayeshbhai Parikh, Ritu Jayeshbhai Parikh, Vishnu Kumar Bhandari, Vimla
Gupta, Rajendra Bardhichand Shah, Evergrow Capital Opportunities Fund, Jayesh Kheskani, Kushal Rajendrabhai
Patel, Amit Singh Harjitsingh Bhatia, Raval Jayrupak Kumar, Kruti Manan Shah, Pankajbhai Bhogilal Shah
(Himgiri Corporation), Anjani Dyes And Intermediates Private Limited, Anup Mahendra Gopalka, Prashant H Jani,
Ityesha Nidhinbhai Mehta, Chirag Vadilal Thakker, Sima Patel, Rutu Miteshbhai Patel, Jeetu Kripalbhai Kundnani,
Kundnani Naresh Kripaldas, Rashmi Rani Pahwa, Megha Sethia, Mohit Kumar Mathur (collectively, referred to as
the “New Investors”) read with deed of adherence dated March 7, 2025 entered into amongst our Company, Co-
founders, Promoter 4 and the New Investors
Pursuant to the SHA as amended from time to time, the Shareholders collectively hold 66,687,515 Equity Shares of the
Company, aggregating to 100% of the equity share capital, as on the date of the RHP.
Under the SHA, as amended from time to time, the Investors have been granted certain rights in our Company, including
right to appoint an observer on the Board, pre-emptive rights to participate in any further issue of equity capital, a right
of first offer and drag along and tag along rights in case of certain share transfers by the other parties, and information
and inspection rights in our Company. Further, in terms of the SHA, the Shareholders have affirmative voting rights in
respect of decisions to be taken by our Company (through board/ shareholder meetings or otherwise) on a wide range of
matters, including the alteration of capital structure, amendments to charter documents, changes in the status of our
Company from private to public or commencement of any new line of business.
In terms of the Seventh Addendum Agreement dated September 23, 2024 (“Seventh Addendum Agreement”), certain
waivers and consents have been granted by the relevant Shareholders in respect of right to appoint an observer on the
Board, pre-emptive rights, rights of first offer, anti-dilution rights and other rights associated with the listing of the Equity
Shares of our Company, information rights, as well as affirmative voting rights to the extent of actions and matters
required for the facilitation of the Issue.
Further, pursuant to the terms under the Seventh Addendum Agreement, on and after the receipt of final listing and
trading approvals by the Company from the Stock Exchanges, pursuant to the Issue and subject to applicable law and
receipt of approval of the Shareholders of our Company by way of a special resolution, passed at first general meeting
convened after the date on which the Equity Shares of the Company are listed on the Stock Exchanges, Dev Information
Technology Limited shall have the right to nominate Jaimin Jagdishbhai Shah as its nominee director on the Board.
Further, pursuant to the Seventh Addendum Agreement, all special rights / arrangements available to the parties under
the SHA, as amended, shall cease exist from the date of filing of this Red Herring Prospectus with the RoC.
The Seventh Addendum Agreement shall stand automatically terminated and the consents, waivers and amendments
rescinded and revoked (and shall have no force and effect) without any further action or deed required on part of any
Party, upon earlier of: (i) mutual written agreement of all Parties; or (ii) in the event the Issue is not completed on or prior
to twelve (12) months from the date of receipt of the final observations from SEBI in relation to the DRHP, or such later
date as may be mutually agreed in writing by the Parties; or (iii) the date on which the Board decides not to undertake
the IPO or to withdraw the DRHP. In case of termination of the Seventh Addendum Agreement, the provisions of the
SHA shall (i) be immediately and automatically re-instated without any further action or deed required on the part of any
party; and (ii) shall be deemed to have been continuing during the period from the date of execution of the Fifth
Addendum Agreement and its date of termination, without any break or interruption whatsoever. The SHA stands
automatically terminated in respect of each party, immediately upon filing of this Red Herring Prospectus with the RoC,
without any further act or deed, including any corporate actions and without prejudice to any existing or accrued rights
or liabilities of the parties prior to the date of such termination. The right of the Shareholders under the SHA to claim
indemnity against the Company shall survive the termination of the SHA for the representations and warranties provided
and actions taken by the Company prior to the Seventh Addendum Agreement. Accordingly, all special rights available
to the Shareholders under the SHA, stand automatically terminated and have ceased to have effect upon the filing of this
Red Herring Prospectus with the RoC. Part B of the Articles automatically stands terminated and all special rights
available to the Shareholders under Part B of the Articles have ceased to have effect following the filing of this Red
Herring Prospectus with the RoC.
Agreements with Key Managerial Personnel, Senior Management Personnel, Director, Promoters or any other
employee
As on the date of this Red Herring Prospectus, there are no agreements entered into by our Key Managerial Personnel or
Senior Management Personnel or Director or Promoters or any other employee of our Company, either by themselves or
on behalf of any other person, with any shareholder or any other third party with regard to compensation or profit sharing
in connection with dealings in the securities of our Company.
244Other agreements
Except as disclosed below and as under “History and Certain Corporate Matters- Shareholders’ Agreements” on page
243, our Company has not entered into any other subsisting material agreement, other than in the ordinary course of
business.
Shareholders’ agreement dated September 26, 2024 entered into between Ausil Enterprise Private Limited, Janak
Urja Private Limited, Uraas Spacelink LLP, Mitesh R Patel, Dipesh R Patel, Narendra M Purohit, Ajay S Patel,
Saumil N Purohit, Amazo Projects LLP, Unmaj Projects LLP, Y N Mehta Sons LLP and our Company
Pursuant to the shareholders’ agreement dated September 26, 2024, our Company has the pre-emptive right to participate,
in any future issuance of securities by Ausil Enterprises Private Limited and has certain additional rights such as rights
of first refusal in case of sale of land that has been purchased for constructing a mixed-use development comprising retail,
residential and commercial office space usage grade A development, in terms of the shareholders’ agreement dated
September 26, 2024 and has certain information rights.
Fund management agreement dated September 27, 2024 (“Fund Management Agreement”) entered into between
Ausil Enterprise Private Limited (“AEPL”) and our Company
Pursuant to the Fund Management Agreement, our Company has been appointed as fund manager by AEPL for inter alia
providing certain services in relation to real estate project of 1 (one) commercial building and 1 (one) residential building
on the land bearing Final Plot No. 102 admeasuring about 6,313 square meters forming part of Town Planning Scheme
No. 31 (university campus) second varied allotted in lieu of land parcel bearing revenue survey No. 198/1 admeasuring
about 10,522 square meters, situated within the limits of Village Vastrapur, Taluka Vejalpur and District Ahmedabad,
Gujarat (“Project Land”). In terms of the Fund Management Agreement, our Company is entitled to receive management
fees of 15% (fifteen percent) of the carry interest which is to be calculated by deducting total investment value and total
accumulated interest from the total sale value of the Project Land.
Share Subscription and Shareholders’ Agreement dated October 27, 2023 between Indiesemic Private Limited, Jinal
Shah, Nikul Shah, Kush Kiritkumar Prajapati, Unitive Ventures LLP and our Company read with addendum dated
September 30, 2024
Our Company had subscribed to 1,429 equity shares of Indiesemic Private Limited, representing 14.29% of its share
capital upon its incorporation. Pursuant to the share subscription and shareholders’ agreement dated October 27, 2023
(“Indiesemic SSHA”), our Company purchased an additional 714 equity shares of Indiesemic Private Limited, for a total
consideration of ₹ 1.99 million. Post such acquisition, our Company holds 2,143 equity shares of Indiesemic Private
Limited, representing an aggregate of 15.00% of its share capital. The acquisition price was arrived at by way of a
valuation report dated September 28, 2023, issued by Shubham Vora, Registered Valuer (Registration no.
IBBI/RV/06/2023/15254).
Under the Indiesemic SSHA read with addendum dated September 30, 2024, the size of the board of directors of
Indiesemic Private Limited, shall be three (3) of which two will be appointed by Jinal Shah and Nikul Shah; and Mr.
Umesh Satishkumar Uttamchandani, our Promoter and Managing Director, representing our Company, has been
appointed as investor director to act on behalf of Unitive Ventures LLP and shall have affirmative voting rights on behalf
of Unitve Ventures LLP. Further, under the Indiesemic SSHA, the shareholders of Indiesemic Private Limited including
our Company, have the pre-emptive right to participate, in proportion to their respective shareholding on a fully diluted
basis, in any future issuance of securities by Indiesemic Private Limited. In terms of the Indiesemic SSHA, our Company
has certain additional rights such as rights of first offer, anti-dilution rights, drag along and tag along rights and
information rights.
Share Subscription and Shareholders’ Agreement dated September 16, 2021 read with Addendum Agreement dated
October 28, 2021 between Growfitter Private Limited, Sanmati Anilkumar Pande, Harshit Sethy, Existing Investors,
Las Olas Ventures LLP, Unitive Ventures LLP and our Company.
Pursuant to the share subscription and shareholders’ agreement dated September 16, 2021 read with the addendum
agreement dated October 28, 2021 (“Growfitter SSHA”), our Company subscribed to 1063 pre-series A1 compulsorily
convertible preference shares (“Pre-Series A1 CCPS”), representing 1.59% of its share capital, at a subscription price of
₹ 4517/- per Pre-Series A1 CCPS, for a total consideration of ₹ 4.80 million. The subscription price was arrived at by
way of a valuation report dated September 15, 2021, issued by CA Nitin Pahilwani, Registered Valuer (Registration no.
IBBI/RV/06/2019/11768).
Under the Growfitter SSHA, our Company has the right to appoint a nominee director as well as an observer on the board
245of Growfitter Private Limited. Further, under the Growfitter SSHA, the shareholders of Growfitter Private Limited
including our Company, have the pro-rata pre-emptive right to participate, in proportion to their respective shareholding
on a fully diluted basis, in any future issuance of securities by Growfitter Private Limited. In terms of the Growfitter
SSHA, our Company has certain additional rights such as rights of first refusal, anti-dilution rights, drag along and tag
along rights, and information and inspection rights, as well as affirmative voting rights.
Convertible Debenture Subscription Agreement dated March 31, 2022 between Intents Mobi Private Limited, Tabrez
Alam, Karthik Agrawal, and persons as detailed in part A of schedule I of the agreement.
Pursuant to the Convertible Debenture Subscription Agreement dated March 31, 2022, our Company subscribed to 5000
compulsorily convertible debentures at a subscription price of ₹ 100/- per compulsorily convertible debenture, for a total
consideration of ₹ 0.50 million. The subscription price was arrived at by way of a valuation report dated December 31,
2022, issued by CS Shreyansh M. Jain, Registered Valuer (Registration no. IBBI/RV/03/2019/12124).
Share subscription and shareholders’ agreement dated July 27, 2023 (“Natureovedic SHA 1”) entered into between
Natureovedic Consumers Private Limited, Riddhi Sharma, Ripul Sharma, Unitive Ventures LLP and our Company
and Shareholder’s agreement dated July 26, 2024 (“Natureovedic SHA 2”) entered into between Natureovedic
Consumers Private Limited, Sauce Consumer Venture Capital III, Unitve Ventures LLP, Riddhi Ripul Sharma, Ripul
Mahendrakumar Sharma and our Company
Pursuant to Natureovedic SHA 1, our Company acquired 150 Equity Shares of Natureovedic Consumers Private Limited,
on July 29, 2023, held by Riddhi Ripul Sharma and Ripul Mahendrakumar Sharma in lieu of the advisory / consulting
related to mentorship to be provided to Natureovedic Consumers Private Limited. Thereafter, Natureovedic SHA 2 was
entered into between pursuant to which Sauce Consumer Venture Capital III, Unitive Ventures LLP have the right of
first refusal in respect of the transfer of shares held by any of the shareholders of Natureovedic Consumers Private Limited
(including our Company).
Subscription and shareholders’ agreement dated October 10, 2022 (“Redicine SHA”) between Redicine Medsol
Private Limited, Promoters of Redicine Medsol Private Limited (as defined under the Redicine SHA), Other Existing
Shareholders of Redicine Medsol Private Limited (as defined under the Redicine SHA) and Seed Investors of Redicine
Medsol Private Limited (as defined under the Redicine SHA)
Our Company holds 60 equity shares of Redicine Medsol Private Limited aggregating to 1.2% of the equity share capital.
Pursuant to the Redicine SHA, our Promoter and Managing Director has been appointed as the board observer on the
board of Redicine Medsol Private Limited on behalf of the Seed Investors of Redicine Medsol Private Limited (as defined
under the Redicine SHA). Further, under the Redicine SHA, our Company has the pro-rata pre-emptive right to participate
in any future issuance of securities by Redicine Medsol Private Limited and has right of first offer.
Non-compete and non-solicitation agreement dated November 27, 2024 entered between Scaleax Advisory Private
Limited (“SAPL”) and our Company (“Non-Compete Agreement”)
In terms of the Non-Compete Agreement, SAPL has agreed not to directly or indirectly compete with our Company in
providing co-working and managed office solutions to any our Company’s clients or prospects identified by our
Company. Further, pursuant to the Non-Compete Agreement, SAPL will not operate in areas in which our Company has
a presence or is intending to create its presence. Further, the business activities undertaken by SAPL will be limited to
providing services to GCC, and SAPL cannot undertake services similar to the services provided by our Company that
target our clients. Additionally, pursuant to the Non-Compete Agreement, SAPL cannot (i) directly or indirectly, solicit,
engage, induce or attempt to solicit clients and business partners of our Company, and (ii) solicit, hire, engage any
employee, consultant or contractor of our Company without prior written consent of our Company. The aforesaid
restrictions will not apply to SAPL if it has obtained prior written consent of our Company, provided that such activities
do not directly or indirectly compete with the business activities undertaken by our Company.
Other than as disclosed above in this section, our Company, our Promoters, and the Shareholders are not a party to any
other subsisting agreements, including any deed of assignment, acquisition agreement, shareholders’ agreement, inter se
agreement/ arrangement or agreements of like nature, with respect to securities of our Company.
We confirm that, except as disclosed above in this section, there are no subsisting agreements entered into by the
Shareholders, Promoters, members of the Promoter Group, related parties of our Company, Directors, KMPs, SMPs,
employees of our Company, our Subsidiaries, Associates, among themselves or with our Company or with a third party,
solely or jointly, which, either directly or indirectly or potentially whose purpose and effect is to impact the management
or control of our Company or impose any restrictions or create any liability upon our Company, as required to be disclosed
pursuant to Clause 5A of Paragraph A of Part A of Schedule III of the SEBI Listing Regulations.
246Further, we confirm there are no other agreements and clauses or covenants which our Company, our Promoters, the
members of the Promoter Group or the Shareholders are a party to, in relation to securities of our Company, which are
material and need to be disclosed and that there are no other clauses / covenants which are adverse or pre-judicial to the
interest of the minority / public Shareholders. Further, there is no inter-se agreement / arrangement between the
Shareholders.
247OUR SUBSIDIARIES AND ASSOCIATES
As on the date of this Red Herring Prospectus, our Company has two (2) Subsidiaries, being Saasjoy Solutions Private
Limited; and Neddle and Thread Designs LLP; and four (4) Associates, being Finclave Accel LLP; Swadesh Venture
Fund LLP; Scaleax Advisory Private Limited; and Janak Urja Private Limited.
Our Subsidiaries
The details of our Subsidiaries are provided below.
1. Saasjoy Solutions Private Limited (“SSPL”)
Corporate Information
SSPL was incorporated as a private limited company under the Companies Act, 2013 and was granted a certificate
of incorporation by the Registrar of Companies, Central Registration Centre on September 27, 2023 bearing CIN
U58201GJ2023PTC145043. The registered office of SSPL is situated at C/504, Indraprasth 05, B/S 02, Near Auda
Garden, behind FLE, Jivraj Park, Ahmedabad, Gujarat, 380051.
Nature of business
SSPL is engaged in the business of providing digital marketing and, design and technology solutions to enterprises.
Capital Structure
Particulars No. of equity shares of face value of ₹ 10/- each
Authorised equity share capital of ₹ 100,000 10,000
Issued, subscribed and paid-up equity share capital of ₹ 70,000 7,000
Shareholding pattern
The shareholding pattern of SSPL as on the date of this Red Herring Prospectus is as follows:
No. of equity shares of face Percentage of total equity
S. No. Name of the shareholder
value of ₹ 10/- each share capital (%)
1. Our Company 6,999 99.99
2. Umesh Satishkumar Uttamchandani* 1 0.01
Total 7,000 100.00
*held as nominee of our Company.
2. Neddle and Thread Designs LLP
Corporate Information
Neddle and Thread Designs LLP was incorporated as a limited liability partnership under the Limited Liability
Partnership Act, 2008 and was granted a certificate of incorporation by the Registrar of Companies, Central
Registration Centre on December 02, 2019 bearing LLP Identification number AAR-1928. The registered office of
Neddle and Thread Designs LLP is situated at 701 to 713 Dynasty Business Park, 7th Floor, Village-Mulgaon, Plot
33,33/1, Near Acme Plaza, Andheri East, Mumbai, Maharashtra,400069.
Nature of business
Neddle and Thread Designs LLP is carrying on the business of providing interior designing and build solutions to
commercial and residential properties. as authorized under the LLP Agreement dated December 05, 2019 read with
the Supplementary LLP Agreements dated September 19, 2020 and dated May 05, 2025.
248Capital Structure
The capital contribution of Neddle and Thread Designs LLP is ₹ 1,000/- and is divided into ₹ 990 contributed by
our Company and ₹ 10 contributed by Mr. Lalit Rajkumar Nagrani.
Shareholding Pattern
The following table sets forth the details of the contribution of Neddle and Thread Designs LLP as on the date of
this Red Herring Prospectus:
Percentage of
S. No. Name of partner Amount of contribution (₹)
contribution (%)
1. Mr. Lalit Rajkumar Nagrani 10 1.00
2. Our Company 990 99.00
Total 1,000 100.00
Our Associates
The details of our Associates are provided below.
1. Scaleax Advisory Private Limited (“SAPL”)
Corporate Information
SAPL was incorporated as a private limited company under the Companies Act, 2013 and was granted a certificate
of incorporation by the Registrar of Companies, Central Registration Centre on March 3, 2024 bearing CIN
U70200GJ2024PTC149245. The registered office of SAPL is situated at 1st floor, Ambica Chambers, near Old
High Court, Navrangpura, Ahmedabad, City Taluka, Gujarat, India, 380009.
Nature of business
SAPL is engaged in the business of providing IT/ITes Services, software and hardware development, and business
support. The Company is also engaged in the business of real estate development, HR management, consulting, and
accounting services.
Capital Structure
Particulars No. of equity shares of face value of ₹10/- each
Authorised equity share capital of ₹ 1,000,000 100,000
Issued, subscribed and paid-up equity share capital of 100,000
₹1,000,000
Shareholding pattern
The shareholding pattern of SAPL as on the date of this Red Herring Prospectus is as follows:
No. of equity shares of Percentage of total equity share
S. No. Name of the shareholder
face value of ₹ 10/- each capital (%)
1. Our Company 50,000 50.00
2. Awfficasy Global Private Limited 50,000 50.00
Total 100,000 100.00
2492. Swadesh Venture Fund LLP
Corporate Information
Swadesh Venture Fund LLP was incorporated as a limited liability partnership under the Limited Liability
Partnership Act, 2008 and was granted a certificate of incorporation by the Registrar of Companies, Central
Registration Centre on October 8, 2021 bearing LLP Identification number AAY-9403. The registered office of
Swadesh Venture Fund LLP is situated at C 01, The First Commercial Complex, beside Keshavbaug Party Plot,
Vastrapur, Ahmedabad, Gujarat-380015, India.
Nature of business
Swadesh Venture Fund LLP is yet to start its business operation and is authorized to act as a manager/ sponsor /
consultant in alternate investment funds under the LLP Agreement dated November 01, 2021.
Capital Structure
The capital contribution of Swadesh Venture Fund LLP is ₹ 100,000 /- and is divided into ₹ 50,000 contributed by
our Company, ₹ 25,000 contributed by Tarang Chokhani, ₹ 12,500 contributed by Pallav Chokhani and ₹ 12,500
contributed by Shashank Chokhani.
Shareholding Pattern
The following table sets forth the details of the contribution of Swadesh Venture Fund LLP as on the date of this
Red Herring Prospectus:
S. No. Name of partner Amount of contribution (₹) Percentage of contribution (%)
1. Our Company 50,000 50.00
2. Tarang Chokhani 25,000 25.00
3. Pallav Chokhani 12,500 12.50
4. Shashank Chokhani 12,500 12.50
Total 100,000 100.00
3. Finclave Accel LLP
Corporate Information
Finclave Accel LLP was incorporated as a limited liability partnership under the Limited Liability Partnership Act,
2008 and was granted a certificate of incorporation by the Registrar of Companies, Central Registration Centre on
April 27, 2021 bearing LLP Identification number AAW-8228. The registered office of Finclave Accel LLP is
situated at 701 to 703, ONE42, North Tower, Off Ambli Bopal road, Ahmedabad, Gujarat, India, 380054.
Nature of business
Finclave Accel LLP is engaged in carrying on the business of providing co-working and managed office space
solution. as authorized under the LLP Agreement-I dated April 13, 2021, Ratification Deed dated April 28, 2021
and LLP Agreement-II dated July 24, 2021.
Capital Structure
The capital contribution of Finclave Accel LLP is ₹ 100,000 /- and is divided into ₹ 33,333/- contributed by Flex
Worx LLP, ₹ 33,334/- contributed by Jaxay Sharad Kumar Shah and ₹ 33,333/- contributed by our Company.
Shareholding Pattern
The following table sets forth the details of the contribution of Finclave Accel LLP as on the date of this Red Herring
Prospectus:
250S. No. Name of partner Amount of contribution (₹) Percentage of contribution (%)
1. Flex Worx LLP 33,333 33.33
2. Jaxay Sharad Kumar Shah 33,334 33.34
3. Our Company 33,333 33.33
Total 100,000 100.00
4. Janak Urja Private Limited (“JUPL”)
Corporate Information
JUPL was incorporated as a private limited company under the Companies Act, 2013 and was granted a certificate
of incorporation by the Registrar of Companies, Central Registration Centre on June 14, 2016 bearing CIN
U40106GJ2016PTC092471. The registered office of JUPL is situated at 401, Purohit House, Opp. S.P. Stadium,
Navrangpura, Ahmedabad, City Taluka, Gujarat, India, 380009.
Nature of business
JUPL is engaged in the business of purchase, sale, lease, and construction of commercial/ residential Properties.
Capital Structure
Particulars No. of equity shares of face value of ₹10/-each
Authorised equity share capital of ₹ 10,100,000 1,010,000
Issued, subscribed and paid-up equity share capital of ₹100,000 10,000
Shareholding pattern
The shareholding pattern of JUPL as on the date of this Red Herring Prospectus is as follows:
No. of equity shares of face Percentage of total equity
S. No. Name of the shareholder
value of ₹ 10/- each share capital (%)
1. Our Company 4,369 43.69
2. Ajay Surendrabhai Patel 2,815 28.15
3. Dipesh Rameshbhai Patel 704 7.04
4. Mitesh Ramanbhai Patel 704 7.04
5. Narendra Purohit 704 7.04
6. Saumil Purohit 704 7.04
Total 10,000 100.00
Accumulated profits or losses
As on the date of this Red Herring Prospectus, there are accumulated profits or losses of our Subsidiaries and
Associates which have been accounted for by our Company in the Restated Consolidated Financial Information as
per applicable accounting standards.
Common pursuits
Certain of our Subsidiaries and Associates are engaged in the same or similar line of business as that of our Company
and accordingly, there are certain common pursuits amongst some of our Subsidiaries and Associates and our
Company. However, there is no conflict of interest amongst such Subsidiaries and Associates and our Company.
Our Company will adopt necessary procedures and practices as permitted by law and regulatory guidelines to
address any conflict situations as and when they arise. For further details see “Risk Factors – 19. Conflict of interest
may arise out of common business objects between our Company and our Subsidiaries and Associates.” on page 57
and “History and Certain Corporate Matters- Other Agreements- Non-compete and non-solicitation agreement
dated November 27, 2024” on page 246.
251For details of related business transactions between our Company and our Subsidiaries and Associates, see Restated
Consolidated Financial Information – Note 35 - Related Party Disclosures for the year ended March 31, 2025” on
page 334.
Business interest between our Company and our Subsidiaries
Except as stated in “Our Business” and “Restated Consolidated Financial Information – Note 35 - Related Party
Disclosures for the year ended March 31, 2025” on pages 215 and 284, respectively, none of our Subsidiaries and
Associates have any business interest in our Company.
Other confirmations
None of our Subsidiaries and Associates are listed on any stock exchange in India or abroad. Further, neither have
any of our Subsidiaries or Associates been refused listing in the last ten years by any stock exchange in India or
abroad, nor have any of our Subsidiaries or Associates failed to meet the listing requirements of any stock exchange
in India or abroad.
There is no conflict of interest between our Subsidiaries and their directors and third-party service providers of our
Company (crucial for operations of our Company).
There is no conflict of interest between our Subsidiaries and their directors and the lessor of immovable properties
of our Company (crucial for operations of our Company).
252OUR MANAGEMENT
In terms of the Companies Act and our Articles of Association, our Company is required to have a minimum of three
Directors and a maximum of up to fifteen Directors. As on the date of this Red Herring Prospectus, our Board comprises
ten Directors, of whom five are Independent Directors including one woman Independent Director. Our Company is in
compliance with the corporate governance norms prescribed under the SEBI Listing Regulations and the Companies Act,
2013, in relation to the composition of our Board and constitution of committees thereof.
The following table sets forth details regarding our Board of Directors as on the date of this Red Herring Prospectus:
Board of Directors
Name, designation, term, period of directorship, address, Directorships in other companies
occupation, date of birth, age and DIN
Parth Naimeshbhai Shah Indian Companies
• Saasjoy Solutions Private Limited
Designation: Chairman and Whole-time Director
Foreign Companies
Term: 5 years
Nil
Period of Directorship: Director since incorporation
Address: B 1004 Carmel, Godrej Garden City, Jagatpur, Ahmedabad,
Gujarat-382470
Occupation: Business
Date of Birth: June 16, 1991
Age: 34 years
DIN: 07496443
Umesh Satishkumar Uttamchandani Indian Companies
Designation: Managing Director • Saasjoy Solutions Private Limited
Term: 5 years • Flo Mobility Private Limited
Period of Directorship: Director since incorporation
• Scaleax Advisory Private Limited
Address: B/401 Surya Emerald, Opp. Adiraj Bunglows, Iscon Ambli
• Indiesemic Private Limited
Road, Bh Dishman Corporate House, Ahmedabad city, Ahmedabad,
Gujarat-380058.
• Fractoprop One Private Limited
Occupation: Business
• Gesia IT Association
Date of Birth: August 17, 1987
Foreign Companies
Age: 38 years
• Nil
DIN: 07496423
Rushit Shardulkumar Shah Indian Companies
Designation: Whole-time Director • Nil
Term: 5 years, liable to retire by rotation Foreign Companies
Period of Directorship: Director since incorporation • Nil
Address: 40, Sagar Sarita Society, near Dudh Sagar Dairy, Mahesana,
Gujarat – 384002.
253Name, designation, term, period of directorship, address, Directorships in other companies
occupation, date of birth, age and DIN
Occupation: Business
Date of Birth: September 22, 1990
Age: 34 years
DIN: 07496984
Jaimin Jagdishbhai Shah Indian Companies
Designation: Non – Executive Nominee Director * • Minddefft Technologies Private Limited
Term: Liable to retire by rotation • Zodiac Energy Limited
Period of Directorship: Director since incorporation
• Gujarat Apollo Industries Limited
Address: 8 Satellite society, b/h Central Bank of India, Jodhpur
• Dev Information Technology Limited
Tekra, Ahmedabad city, Ambawadi Vistar, Ahmedabad, Gujarat,
380015.
• The Indo-Canadian Business Chamber
Occupation: Business
• Dhyey Consulting Services Private
Limited
Date of Birth: April 25, 1973
Age: 52 years • TIE Ahmedabad Association
DIN: 00021880 Foreign Companies
• Nil
Yash Shah Indian Companies
Designation: Non- Executive Non- Independent Director • Saasjoy Solutions Private Limited
Term: With effect from May 09, 2024, liable to retire by rotation • Pivoting Softwares Private Limited
Period of Directorship: From May 09, 2024 Foreign Companies
Address: C-504, Indraprasth-5, near Surdhara Bungalow, HDFC Bank • Nil
Lane, Prahladnagar, Vejalpur, Ahmedabad-380051, Gujarat, India.
Occupation: Business
Date of Birth: September 24, 1990
Age: 34 Years
DIN: 06698067
Gopi Trivedi Indian Companies
Designation: Independent Director • Intellectual Property Protection
Organisation Private Limited
Term: 5 years, not liable to retire by rotation
• GTU Innovation & Start up Center
Period of Directorship: From September 19, 2024 to September 18, Foreign Companies
2029
• Nil
Address: Yagnejyot bungalow, opposite Kashiram Agarwal Hall,
polytechnic, Ahmedabad city, Ambawadi vistar, Gujarat- 380015.
254Name, designation, term, period of directorship, address, Directorships in other companies
occupation, date of birth, age and DIN
Occupation: Business
Date of Birth: July 04, 1977
Age: 48 Years
DIN: 05004124
Praveen Kumar Indian Companies
Designation: Independent Director • Nil
Term: 5 years, not liable to retire by rotation
Foreign Companies
Period of Directorship: From September 3, 2024 to September 2,
• Nil
2029
Address: 401, 4th floor, Runwal Classique, Central Avenue Road, near
Diamond Garden, Chembur, Mumbai, Mumbai Suburban,
Maharashtra, 400071.
Occupation: Insurance Consultant
Date of Birth: July 01, 1962
Age: 63 Years
DIN: 09617351
Pathik Patwari Indian Companies
Designation: Independent Director • Jayatma Enterprises Limited
• Neo Urja Private Limited
Term: 5 years, not liable to retire by rotation
• Nexus Infratech Private Limited
Period of Directorship: From September 3, 2024 to September 2,
2029 • AIC-GUSEC Foundation
• The Sports Club of Gujarat Limited
Address: 6-B, Krishna society, near Law Garden, Ellisbridge,
Ahmedabad city, Ahmedabad, Gujarat-380006. • GSEC Enviro Solution Private Limited
• Nexus Spray Foam Private Limited
Occupation: Business
Date of Birth: March 31, 1980 Foreign Companies
Age: 45 Years • Nil
DIN: 02428297
Anish Patel Indian Companies
Designation: Independent Director • M -Tech Valves Systems India Private
Limited
Term: 5 years, not liable to retire by rotation
• Aims Oxygen Private Limited
Period of Directorship: From September 3, 2024 to September 2, • Mind Maestro Private Limited
2029
Address: Aims house, Old Padra road, Vadodara, Akota, Vadodara, Foreign Companies
Gujarat, 390020.
• Nil
Occupation: Business
255Name, designation, term, period of directorship, address, Directorships in other companies
occupation, date of birth, age and DIN
Date of Birth: October 09, 1977
Age: 47 Years
DIN: 00034602
Anand Patel Indian Companies
Designation: Independent Director • Neptune Infrastructure Private Limited
• Credo Advanced Chemicals Limited
Term: 5 years, not liable to retire by rotation
• PFH Agri Equipment India Private Limited
Period of Directorship: From September 3, 2024 to September 2,
2029 • Gujarat Credo Mineral Industries Limited
• AEML Investments Limited
Address: 3, Adarsh society, Highway road, Mahesana, Gujarat-
384002 • Krishitek Industries Private Limited
• Youth Empowerment Sansthan
Occupation: Business
• Dedhrota Bauxite Mine Private Limited
Date of Birth: June 26, 1972
• Gujarat Credo Alumina Chemicals Limited
Age: 53 Years
• Gujarat Apollo Industries Limited
DIN: 00002277 • Gujarat Credo Rare Earths Limited
• Fieldtrack Earthmovers Private Limited
• RSA Automotives Private Limited
Foreign Companies
• Nil
*Nominee of our corporate Promoter, Dev Information Technology Limited
Brief profiles of our Directors
Parth Naimeshbhai Shah is the Chairman and Whole-time Director of our Company. He is also one of the Promoters
and founders of our Company. His roles and responsibilities in the Company include various functions from human
resources, marketing, tech development, sales for the interior designing vertical, process implementations and office
interior designing domains. He holds a bachelor’s degree in business administration from V.M. Patel College of
Management Studies, Ganpat University, and a master’s degree in business administration (marketing) from Acharya
Molibhai Patel Institute of Computer Studies, Ganpat University. He was previously associated with Talentnow Solution
Services Private Limited. He has more than 7 years of experience in the flexible workspace sector.
Umesh Satishkumar Uttamchandani is the Managing Director of our Company. He is also one of the Promoters and
founders of our Company. He is responsible for overseeing critical operational and growth-oriented functions of the
Company and is responsible for overseeing investor relations, account and finance, sales for coworking and managed
office, new vertical expansion and strategic partnerships domains of our Company. He holds a bachelor’s degree in
commerce from Som-Lalit College of Commerce, Gujarat University and a master’s degree in business administration
from Sheffield Hallam University, where he was awarded an international achievement scholarship (2012-13). He also
holds a post graduate diploma in banking operations from Institute of Finance, Banking and Insurance. He has more than
7 years of experience in the flexible workspace sector. He has been the recipient of “Ecosystem Stakeholders
Recognition” award by Gujarat University Startup & Entrepreneurship Council (“GUSEC”), in recognition of his
contributions towards the growth and development of the Gujarat Startup and Innovation Ecosystem.
Rushit Shardulkumar Shah is the Whole-time Director of our Company. He is also one of the Promoters and founders
of our Company. His roles and responsibilities in the Company include various functions from Legal, Procurement,
Coworking and Managed Office Operations, Office site Executions and IT and Networking domains. He holds a
bachelor’s degree in technology (information technology) from U.V. Patel college of Engineering, Ganpat University.
256He was previously associated with The Gujarat State Co-operative Bank Limited. He has more than 7 years of experience
in the flexible workspace sector
Jaimin Jagdishbhai Shah is the Non-Executive Nominee Director of our Company and a nominee of our corporate
Promoter, Dev Information Technology Limited. He holds a bachelor’s degree in engineering (computer Centre) from
D.D.I.T., Gujarat University. He has over 8 years of experience in the information technology sector.
Yash Shah is the Non- Executive and Non- Independent Director of our Company. He holds a bachelor’s degree in
technology (mechanical engineering) from Sardar Vallabhbhai National Institute of Technology, Surat. He was
previously employed at Pivoting Softwares Private Limited for a period of over nine years, and the last position he held
was that of chief executive officer. He has more than 10 years of experience in the information technology sector.
Gopi Trivedi is an Independent Director of our Company She holds a bachelor’s degree in engineering (computer branch)
from L.D. Engineering College, Gujarat University and has passed the examinations for a bachelor’s degree in law from
Gujarat University. She also holds a certificate of practice issued by the Bar Council of India, enrolling her as an
advocate. She is a registered patent agent with the Patent Office, Government of India. She is also a certified patent
valuation analyst from the Business Development Academy. She was a lecturer in computer science/ computer
engineering/ information technology at K.S. School of Business Management, Gujarat University. She has more than 20
years of experience in the intellectual property field and is presently the head of the Patent Division at Y. J. Trivedi &
Co.
Praveen Kumar is an Independent Director of our Company. He holds a bachelor’s degree in science from P.P.N.
College, Kanpur University and has passed the examinations for a master’s degree in science from P.P.N. College,
Kanpur University. He was associated with Life Insurance Corporation of India for a period of over 37 years. He has
more than 37 years of experience in the insurance sector.
Pathik Patwari is an Independent Director of our Company. He holds a bachelor’s degree in science (special) from St.
Xaviers College, Gujarat University and has completed a post graduate diploma in business management from Som-Lalit
Institute of Management Studies. He has served as one of the past presidents of Gujarat Chamber of Commerce & Industry
(GCCI). He has more than 14 years of experience in the Infrastructure sector.
Anish Patel is an Independent Director of our Company. He holds a bachelor’s degree in business administration from
B.J. Vanijya Mahavidyalaya, Sardar Patel University and has completed master’s in business administration from K.S.
School of Business Management. He also holds a master’s degree in business administration from Stuart School of
Business, Illinois Institute of Technology, Chicago. He has more than 22 years of experience in the Gas Industry sector.
Anand Patel is an Independent Director of our Company. He holds a bachelor’s degree in engineering (mechanical
branch) from L.D. Engineering College, Gujarat University and a master’s degree in mechanical engineering from
Stevens Institute of Technology. He also holds a master’s degree in business administration from Johnson School at
Cornell University. He has more than 23 years of experience in the manufacturing sector.
Details of directorship in companies suspended or delisted
None of our Directors is or was a director of any listed company, whose shares have been or were suspended from being
traded on any stock exchanges, in the last five years prior to the date of this Red Herring Prospectus, during the term of
their directorship in such company.
None of our Directors is, or was, a director of any listed company, which has been or was delisted from any stock
exchange during the term of their directorship in such company.
Relationship between our Directors, Key Managerial Personnel and Senior Management
None of our Directors are related to each other or to any of the Key Managerial Personnel or members of our Senior
Management.
Terms of appointment of our Managing Director and Whole-Time Directors
Umesh Satishkumar Uttamchandani
Umesh Satishkumar Uttamchandani is the Managing Director, and one of the Promoters of our Company. He has been
associated with our Company since its incorporation. He was appointed as the Managing Director of our Company
pursuant to the resolution passed by our Board dated September 19, 2024, and the resolution passed by our Shareholders’
resolution dated September 19, 2024, for a period of 5 years with effect from September 19, 2024.
257According to the terms of his letter of appointment dated September 19, 2024, Board resolution dated September 19,
2024, and the Shareholders’ resolution dated September 19, 2024, he is entitled to the following remuneration and
perquisites:
Date of appointment September 19, 2024
Term of appointment 5 years with effect from September 19, 2024 till September 18, 2029
Remuneration per annum (₹ Up to 50.00
in million)
Incentive Annual Incentive of up to 1% of the Net Incremental Revenue of our Company in
every financial year.
Additional incentive of Rs. 10.00 million cash bonus contingent upon Offer being
successful.
Other Terms and Perquisites and allowances including:
Conditions/ Perquisites and
i. medical reimbursement;
allowances of expenses
ii. club fees
iii. medical and Mediclaim insurance;
iv. personal accident insurance
v. car facility; for use on Company's business; and
v. other benefits, amenities and facilities in accordance with the rules of the
Company
Parth Naimeshbhai Shah
Parth Naimeshbhai Shah is the Chairman and Whole-time Director and one of the Promoters of our Company. He has
been associated with our Company since its incorporation. He was appointed as a Whole-time Director of our Company
pursuant to the resolution passed by our Board dated September 19, 2024, and the resolution passed by our Shareholders’
resolution dated September 19, 2024, for a period of 5 year with effect from September 19, 2024.
According to the terms of his letter of appointment dated September 19, 2024, Board resolution dated September 19,
2024, and the Shareholders’ resolution dated September 19, 2024, he is entitled to the following remuneration and
perquisites:
Date of appointment September 19, 2024
Term of appointment 5 years with effect from September 19 2024 till September 18, 2029
Remuneration per annum (₹ in Up to 50.00
million)
Incentive Annual Incentive of up to 1% of the Net Incremental Revenue of our
Company in every financial year.
Additional incentive of Rs. 10.00 million cash bonus contingent upon Offer
being successful.
Other Terms and Conditions/ Perquisites and allowances including:
Perquisites and allowances of
i. medical reimbursement;
expenses
ii. club fees
iii. medical and Mediclaim insurance;
iv. personal accident insurance
v. car facility; for use on Company's business; and
v. other benefits, amenities and facilities in accordance with the rules of the
Company
258Rushit Shardulkumar Shah
Rushit Shardulkumar Shah is the Whole-time Director and one of the Promoters of our Company. He has been associated
with our Company since its incorporation. He was appointed as a Whole-time Director of our Company pursuant to the
resolution passed by our Board dated September 19, 2024, and the resolution passed by our Shareholders’ resolution
dated September 19, 2024, for a period of 5 year with effect from September 19, 2024.
According to the terms of his letter of appointment dated September 19, 2024, Board resolution dated September 19,
2024, and the Shareholders’ resolution dated September 19, 2024, he is entitled to the following remuneration and
perquisites:
Date of appointment September 19, 2024
Term of appointment 5 years with effect from September 19 2024 till September 18, 2029
Remuneration per annum (₹ in Up to 50.00
million)
Incentive Annual Incentive of up to 1% of the Net Incremental Revenue of our
Company in every financial year.
Additional incentive of Rs. 10.00 million cash bonus contingent upon Offer
being successful.
Other Terms and Conditions/ Perquisites and allowances including:
Perquisites and allowances of
i. medical reimbursement;
expenses
ii. club fees
iii. medical and Mediclaim insurance;
iv. personal accident insurance
v. car facility; for use on Company's business; and
v. other benefits, amenities and facilities in accordance with the rules of the
Company
Terms of appointment of our Independent Directors
Pursuant to a resolution passed by our Board on September 03, 2024 our Independent Directors viz. Mr. Pathik Patwari,
Mr. Praveen Kumar, Mr. Anish Patel and Mr. Anand Patel are entitled to receive a sitting fee of not exceeding ₹ 0.10
million for attending each meeting of our Board and committees constituted by our Board, respectively.
Pursuant to a resolution passed by our Board on September 19, 2024 our Independent Director viz. Ms. Gopi Trivedi is
entitled to receive a sitting fee of not exceeding ₹ 0.10 million for attending each meeting of our Board and committees
constituted by our Board, respectively.
Terms of appointment of our Nominee Director
Our Nominee Director is not entitled to receive any remuneration or sitting fees from our Company.
Payment or benefit to Directors of our Company
Details of the sitting fees or other remuneration paid to our Directors in Fiscal 2025 are set forth below.
Remuneration to our Managing Director and Whole-Time Directors
Details of the remuneration paid to our Managing Director and Whole-Time Directors in Fiscal 2025 is set forth below:
(₹ in million)
Sr. No. Name of the Director Commission Remuneration Total Remuneration
1. Umesh Satishkumar Nil 3.00 3.00
Uttamchandani
2. Parth Naimeshbhai Shah Nil 3.00 3.00
3. Rushit Shardulkumar Shah Nil 3.00 3.00
259Remuneration to our Independent Directors
Details of the sitting paid to our Independent Directors in Fiscal 2025 are as set-out below:
(₹ in million)
Sr. No. Name of the Director Sitting fees paid in Fiscal 2025
1. Gopi Trivedi 0.04
2. Praveen Kumar 0.04
3. Pathik Patwari 0.05
4. Anish Patel 0.02
5. Anand Patel 0.05
Remuneration to our Non-Executive Non- Independent Director
Details of the sitting fees, salaries, commissions or perquisites paid to our Non-Executive Non-Independent Director and
Non-Executive Nominee Director in Fiscal 2025 are as set-out below:
(₹ in million)
Sr. No. Name of the Director Commission Remuneration Total Remuneration
1. Yash Shah - 1.18 1.18
2. Jaimin Jagdishbhai Shah - - -
Remuneration paid to our Directors by our Subsidiaries and Associates
Except for Yash Shah, who received a remuneration of ₹ 1.18 million from Saasjoy Solutions Private Limited, none of
our Directors have received any remuneration, sitting fees or commission from our Subsidiaries and Associates in Fiscal
2025.For details, see “Restated Consolidated Financial Information – Note 35 – Related Party Disclosures for the year
ended March 31, 2025” on page 334.
Bonus or profit-sharing plan for our Directors
None of our Directors are party to any bonus (excluding performance linked incentive which is part of their remuneration)
or profit-sharing plan of our Company.
Contingent and deferred compensation payable to our Directors
There is no contingent or deferred compensation payable to our Directors, which does not form part of their remuneration.
Shareholding of our Directors in our Company
Our Articles of Association do not require our Directors to hold any qualification shares. Except as disclosed in “Capital
Structure – Shareholding of our Directors, Key Managerial Personnel and Senior Management in our Company” on
page 124, none of our Directors hold any Equity Shares in our Company as on the date of this Red Herring Prospectus.
Arrangement or understanding with major shareholders, customers, suppliers or others
Except for Jaimin Jagdishbhai Shah, who has been appointed as a nominee director on our Board by our corporate
Promoter, Dev Information Technology Limited, pursuant to the share subscription and shareholders’ agreement dated
December 27, 2022, as amended, and read with the Seventh Addendum Agreement dated September 23, 2024, there is
no arrangement or understanding with the major Shareholders, customers, suppliers or others, pursuant to which any of
our other Directors were appointed on the Board. For details, see “History and Certain Corporate Matters -Shareholders’
agreements”, “History and Certain Corporate Matters -Other agreements” and “Description of Equity Shares and Terms
of Articles of Association” on pages 243, 245 and, 440 respectively.
Further, none of our Key Managerial Personnel and members of our Senior Management have been appointed pursuant
to any arrangement or understanding with major shareholders, customers, suppliers or others.
Further, our Company does not have any KMP or members of our Senior Management or other person nominated by any
Shareholder or any other person.
260Interest of Directors
Our Non-Executive Directors, including our Nominee Director, and all our Independent Directors may be deemed to be
interested to the extent of sitting fees payable, if any, to them for attending meetings of our Board and committees thereof,
and reimbursement of expenses available to them. Our Managing Director and Whole-Time Directors may be deemed to
be interested to the extent of remuneration and reimbursement of expenses payable to them as stated in “Our
Management– Terms of appointment of our Managing Director and Whole-Time Directors” on page 257. Our Directors
may also be interested to the extent of Equity Shares and to the extent of any dividend payable to them and any other
distributions in respect of Equity Shares, if any, held by them or held by the entities in which they are associated as
promoters, directors, partners, proprietors, kartas or trustees or held by their relatives or that may be subscribed by or
allotted to the companies, firms, ventures, trusts in which they are interested as promoters, directors, partners, proprietors,
members or trustees, pursuant to the Issue.
Further, our Directors, namely Umesh Satishkumar Uttamchandani, Rushit Shardulkumar Shah and Parth Naimeshbhai
Shah have extended personal guarantees in favour of the Debenture Trustee to secure the non-convertible debentures
issued by our Company and may be deemed to be interested to that extent.
Further, our Directors, namely Umesh Satishkumar Uttamchandani, Rushit Shardulkumar Shah, Parth Naimeshbhai Shah
and Jaimin Jagdishbhai Shah have also extended personal guarantees in favour of our lenders to secure the borrowings
availed by our Company and may be deemed to be interested to that extent.
For further details regarding the shareholding of our Directors, see “Capital Structure - Shareholding of our Directors,
Key Managerial Personnel and Senior Management in our Company” on page 124.
Further, our Directors may also be directors on the board, or are shareholders, kartas, proprietors, members or partners,
of entities with which our Company has had transactions and may be deemed to be interested to the extent of the payments
made by our Company, or services provided by our Company, if any, to these entities.
All the Directors may be deemed to be interested in the contracts, agreements/arrangements entered into or to be entered
into by our Company with any company which is promoted by them or in which they hold directorships or any partnership
firm in which they are partners in the ordinary course of business.
There is no conflict of interest between the suppliers and third party service providers (crucial for operations of the
Company) of the Company and our Directors.
There is no conflict of interest between the lessor of the immovable properties, (crucial for operations of the Company)
and our Directors.
Interest in land and property
None of our Directors have any interest in any property acquired in the preceding three year or proposed to be acquired
of our Company or by our Company. For details, see “Restated Consolidated Financial Information – Note 35 – Related
Party Disclosures for the year ended March 31, 2025” on page 334.
Interest in transactions for acquisition of land, construction of building or supply of machinery
Our Directors have no interest in any transaction by our Company for acquisition of land, construction of building or
supply of machinery.
Interest in promotion of our Company
Except for Parth Naimeshbhai Shah, Umesh Satishkumar Uttamchandani, Rushit Shardulkumar Shah and Jaimin
Jagdishbhai Shah who are also the Promoters of our Company, none of our Directors have any interest in the promotion
or formation of our Company, as on the date of this Red Herring Prospectus.
Loans to Directors
As on the date of this Red Herring Prospectus, no loans have been availed by our Directors from our Company or our
Subsidiaries. However, some of our Directors, namely Umesh Satishkumar Uttamchandani, Rushit Shardulkumar Shah
and Parth Naimeshbhai Shah have from time to time extended unsecured loans and/or deposits to our Company and are
interested to the extent of repayment of such amounts along with interest thereon. As of May 31, 2025, our Directors had
extended unsecured loans that cumulatively amounted to ₹ 40.95 million which is outstanding as on date.
261Confirmations
No consideration in cash or shares or otherwise has been paid, or agreed to be paid to any of our Directors, or to the firms,
trusts or companies in which they may be partners or members respectively or in which they have interest, either to induce
such director to become, or to help such director to qualify as a Director, or otherwise for services rendered by him/her
or by the firm, trust or company in which he/she is interested, in connection with the promotion or formation of our
Company.
None of our Directors have been declared as Wilful Defaulters or Fraudulent Borrowers by any bank or financial
institution or consortium thereof, in accordance with the guidelines on Wilful Defaulters or Fraudulent Borrowers issued
by Reserve Bank of India.
None of our Directors has been declared a fugitive economic offender in accordance with the Fugitive Economic
Offenders Act, 2018.
Changes in our Board during the last three years
The changes in our Board during the three years immediately preceding the date of this Red Herring Prospectus are set
forth below.
Name of Director Date of Change Reasons
Yash Shah May 09, 2024 Appointment as a Non-Executive and Non-Independent Director
Praveen Kumar September 03, 2024 Appointment as an Independent Director
Pathik Patwari September 03, 2024 Appointment as an Independent Director
Anish Patel September 03, 2024 Appointment as an Independent Director
Anand Patel September 03, 2024 Appointment as an Independent Director
Umesh Satishkumar September 19, 2024 Change in designation to Managing Director
Uttamchandani
Parth Naimeshbhai Shah September 19, 2024 Change in designation to Chairman and a Whole-time Director
Rushit Shardulkumar Shah September 19, 2024 Change in designation to a Whole-time Director
Gopi Trivedi September 19, 2024 Appointment as an Independent Director
Jaimin Jagdishbhai Shah September 24, 2024 Redesignated as Non-Executive Nominee Director*
*appointed as nominee of our corporate Promoter, Dev Information Technology Limited
Borrowing Powers
Pursuant to Sections 180(1)(a), 180(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 and our
Articles of Association, subject to applicable laws and pursuant to the resolution passed by our Board dated September
19, 2024 and the special resolution passed by our Shareholders on September 19, 2024, our Board has been authorised to
borrow any sum or sums of money from time to time at their discretion for the purpose of the business of our Company,
not exceeding ₹ 10,000 million (including money already borrowed by our Company) on such terms and conditions as
our Board may think fit, whether secured or unsecured, whether by way of mortgage, charge, hypothecation, pledge or
otherwise in any whatsoever, on, over or in any respect of all, or any of our Company’s assets and effects or properties
whether movable or immovable, notwithstanding that the money to be borrowed together with the money already
borrowed by our Company (apart from the temporary loans obtained from our Company’s bankers in the ordinary course
of business) and remaining un-discharged at given time, may exceed the aggregate, for the time being, of the paid of
capital of our Company and our free reserves and securities premium.
Corporate Governance
As on the date of this Red Herring Prospectus, there are ten Directors on our Board comprising three Executive Directors,
one Non-Executive Nominee Director, one Non-Executive Non-Independent Director and five Independent Directors,
including one women Director. Our Board functions either as a full board or through various committees constituted to
oversee specific functions. Our Company is in compliance and undertakes to take all necessary steps to continue to
comply with the corporate governance norms prescribed under the SEBI Listing Regulations and the Companies Act in
relation to the composition of our Board and constitution of committees thereof.
In compliance with Section 152 of the Companies Act, 2013, not less than two thirds of the Directors (excluding
262Independent Directors) are liable to retire by rotation.
Board committees
Our Company has constituted the following Board committees in terms of the SEBI Listing Regulations, and the
Companies Act:
(a) Audit Committee;
(b) Nomination and Remuneration Committee; and
(c) Stakeholders’ Relationship Committee.
For purposes of the Issue, our Board has also constituted an IPO Committee on September 20, 2024. Further, for
the purposes of,¸inter alia, approving /monitoring the operational activities of the Company, our Board has
constituted an Executive Committee on September 10, 2024.
Audit Committee
The Audit Committee was constituted by a resolution passed by our Board dated September 10, 2024. The Audit
Committee was re-constituted by a resolution passed by our Board dated September 20, 2024. The Audit Committee is
in compliance with Section 177 and other applicable provisions of the Companies Act and Regulation 18 of the SEBI
Listing Regulations. The Audit Committee currently comprises:
Sr. No. Name of Director Designation Committee Designation
1. Mr. Praveen Kumar Independent Director Chairman
2. Mr. Anand Patel Independent Director Member
3. Mr. Umesh Satishkumar Managing Director Member
Uttamchandani
4. Ms. Gopi Trivedi Independent Director Member
Terms of Reference:
The Audit Committee shall be responsible for, among other things, as may be required by the stock exchange(s) from
time to time, the following:
Powers of Audit Committee
The Audit Committee shall have powers, including the following:
(1) to investigate any activity within its terms of reference;
(2) to seek information from any employee;
(3) to obtain outside legal or other professional advice; and
(4) to secure attendance of outsiders with relevant expertise, if it considers necessary.
(5) Such powers as may be prescribed under the Companies Act and SEBI Listing Regulations.
Role of Audit Committee
The role of the Audit Committee shall include the following:
(1) oversight of financial reporting process and the disclosure of financial information relating to the Company to ensure
that the financial statements are correct, sufficient and credible;
(2) recommendation to the Board for appointment, re-appointment, replacement, remuneration and terms of
appointment of auditors of the Company and the fixation of the audit fee;
263(3) approval of payment to statutory auditors for any other services rendered by the statutory auditors;
(4) examining and reviewing, with the management, the annual financial statements and auditor's report thereon before
submission to the Board for approval, with particular reference to:
a. matters required to be included in the director’s responsibility statement to be included in the Board’s report
in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013;
b. changes, if any, in accounting policies and practices and reasons for the same;
c. major accounting entries involving estimates based on the exercise of judgment by management;
d. significant adjustments made in the financial statements arising out of audit findings;
e. compliance with listing and other legal requirements relating to financial statements;
f. disclosure of any related party transactions; and
g. modified opinion(s) in the draft audit report.
(5) reviewing, with the management, the quarterly, half-yearly and annual financial statements before submission to
the Board for approval;
(6) reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue,
rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer
document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of
proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this
matter;
(7) reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;
(8) approval of any subsequent modification of transactions of the Company with related parties and omnibus approval
for related party transactions proposed to be entered into by the Company, subject to the conditions as may be
prescribed;
Explanation: The term "related party transactions" shall have the same meaning as provided in Clause 2(zc) of the
SEBI Listing Regulations and/or the applicable Accounting Standards and/or the Companies Act, 2013.
(9) scrutiny of inter-corporate loans and investments;
(10) valuation of undertakings or assets of the Company, wherever it is necessary;
(11) evaluation of internal financial controls and risk management systems;
(12) reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal
control systems;
(13) reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department,
staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal
audit;
(14) discussion with internal auditors of any significant findings and follow-up thereon;
(15) reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected
fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;
(16) discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-
audit discussion to ascertain any area of concern;
(17) looking into the reasons for substantial defaults in the payment to depositors, debenture holders, shareholders (in
case of non-payment of declared dividends) and creditors;
264(18) reviewing the functioning of the whistle blower mechanism;
(19) monitoring the end use of funds through public offers and related matters;
(20) overseeing the vigil mechanism established by the Company, with the chairman of the Audit Committee directly
hearing grievances of victimization of employees and directors, who used vigil mechanism to report genuine
concerns in appropriate and exceptional cases;
(21) approval of appointment of chief financial officer (i.e., the whole-time finance Director or any other person heading
the finance function or discharging that function) after assessing the qualifications, experience and background, etc.
of the candidate;
(22) reviewing the utilization of loans and/or advances from/investment by the holding company in the subsidiary
exceeding ₹1,000,000,000 or 10% of the asset size of the subsidiary, whichever is lower including existing loans/
advances/ investments existing as on the date of coming into force of this provision; and
(23) considering and commenting on rationale, cost-benefits and impact of schemes involving merger, demerger,
amalgamation etc., on the listed entity and its shareholders;
(24) approving the key performance indicators for disclosure in the offer documents; and
(25) carrying out any other functions required to be carried out by the Audit Committee as may be decided by the Board
and/or as provided under the Companies Act, 2013, the SEBI Listing Regulations or any other applicable law, as
and when amended from time to time.
The Audit Committee shall mandatorily review the following information:
a. Management discussion and analysis of financial condition and results of operations;
b. Management letters / letters of internal control weaknesses issued by the statutory auditors;
c. Statement of significant related party transactions (as defined by the audit committee), submitted by management
d. Internal audit reports relating to internal control weaknesses;
e. The appointment, removal and terms of remuneration of the chief internal auditor;
f. Statement of deviations in terms of the SEBI Listing Regulations:
• quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock
exchange(s) where the Equity Shares are proposed to be listed in terms of the SEBI Listing Regulations;
• annual statement of funds utilised for purposes other than those stated in the Offer document/ prospectus/
notice in terms of the SEBI Listing Regulations.
g. the financial statements, in particular, the investments made by any unlisted subsidiary; and
h. such information as may be prescribed under the Companies Act and SEBI Listing Regulations.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee was constituted by a resolution passed by our Board dated September 10,
2024. The composition and terms of reference of the Nomination and Remuneration Committee are in compliance with
Section 178 and other applicable provisions of the Companies Act 2013 and Regulation 19 of the SEBI Listing
Regulations. The Nomination and Remuneration Committee currently comprises:
Sr. No. Name of Director Designation Committee Designation
1. Mr. Anish Patel Independent Director Chairman
2. Mr. Pathik Patwari Independent Director Member
3. Mr. Yash Shah Director Member
265Terms of Reference
The Nomination and Remuneration Committee shall be responsible for, among other things, the following:
(1) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and
recommend to the Board a policy relating to the remuneration of the directors, key managerial personnel and other
employees (“Remuneration Policy”);
(2) For appointment of an independent directors, evaluation of the balance of skills, knowledge and experience on the
Board and on the basis of such evaluation, preparation of a description of the role and capabilities required of an
independent director. The person recommended to the Board for appointment as an independent director shall have
the capabilities identified in such description. For the purpose of identifying suitable candidates, the Nomination and
Remuneration Committee may:
a. use the services of an external agencies, if required;
b. consider candidates from a wide range of backgrounds, having due regard to diversity; and
c. consider the time commitments of the candidates.
(3) Formulation of criteria for evaluation of independent directors and the Board;
(4) Devising a policy on Board diversity;
(5) Identifying persons who are qualified to become directors and who may be appointed in senior management in
accordance with the criteria laid down, and recommend to the Board their appointment and removal and carrying out
evaluation of every director’s performance (including independent director);
(6) Whether to extend or continue the term of appointment of the independent director, on the basis of the report of
performance evaluation of independent directors;
(7) Recommend to the board, all remuneration, in whatever form, payable to senior management;
(8) The Nomination and Remuneration Committee, while formulating the Remuneration Policy, should ensure that-
a. the level and composition of remuneration be reasonable and sufficient to attract, retain and motivate directors
of the quality required to run the Company successfully;
b. relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
c. remuneration to directors, key managerial personnel and senior management involves a balance between fixed
and incentive pay reflecting short and long term performance objectives appropriate to the working of the
Company and its goals.
(9) perform such functions as are required to be performed by the compensation committee under the Securities and
Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended,
including the following:
a. administering the employee stock option plans of the Company, as may be required;
b. determining the eligibility of employees to participate under the employee stock option plans of the Company;
c. granting options to eligible employees and determining the date of grant;
d. determining the number of options to be granted to an employee;
e. determining the exercise price under the employee stock option plans of the Company; and
f. construing and interpreting the employee stock option plans of the Company and any agreements defining the
rights and obligations of the Company and eligible employees under the employee stock option plans of the
Company, and prescribing, amending and/or rescinding rules and regulations relating to the administration of
the employee stock option plans of the Company.
266(10) frame suitable policies, procedures and systems to ensure that there is no violation of securities laws, as amended
from time to time, including:
a. the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; and
b. the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices Relating to
the Securities Market) Regulations, 2003, by the trust, the Company and its employees, as applicable.
(11) carrying out any other activities as may be delegated by the Board and other functions required to be carried out by
the Nomination and Remuneration Committee as provided under the Companies Act, 2013, the SEBI Listing
Regulations or any other applicable law, as and when amended from time to time.
Stakeholders’ Relationship Committee
The Stakeholders’ Relationship Committee was constituted by a resolution of our Board dated September 10, 2024. The
composition and terms of reference of Stakeholders’ Relationship Committee are in compliance with Section 178 and
any other applicable law of the Companies Act 2013 and Regulation 20 of the SEBI Listing Regulations. The
Stakeholders’ Relationship Committee currently comprises:
Sr. No. Name of Director Designation Committee Designation
1. Mr. Yash Shah Director Chairman
2. Mr. Parth Naimeshbhai Shah Director Member
3. Mr. Anish Patel Independent Member
Director
Terms of Reference
The Stakeholders’ Relationship Committee shall be responsible for, among other things, as may be required under
applicable law, the following:
(1) considering and looking into various aspects of interest of shareholders, debenture holders and other security
holders;
(2) resolving the grievances of the security holders of the listed entity including complaints related to
transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of
new/duplicate certificates, general meetings etc.;
(3) formulation of procedures in line with the statutory guidelines to ensure speedy disposal of various requests received
from shareholders from time to time;
(4) giving effect to allotment of Equity Shares, approval of transfer or transmission of Equity Shares, debentures or any
other securities;
(5) issue of duplicate certificates and new certificates on split/consolidation/renewal, etc.;
(6) review of measures taken for effective exercise of voting rights by shareholders;
(7) review of adherence to the service standards adopted by the listed entity in respect of various services being rendered
by the registrar & share transfer agent;
(8) to dematerialize or rematerialize the issued shares;
(9) review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed
dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of
the company; and
(10) carrying out any other functions required to be carried out by the Stakeholders’ Relationship Committee as contained
in the SEBI Listing Regulations or any other applicable law, as and when amended from time to time.
267Management Organisation Structure
Key Managerial Personnel and Senior Management
Key Managerial Personnel
The details of our Key Managerial Personnel, as of the date of this Red Herring Prospectus are as follows:
In addition to Parth Naimeshbhai Shah, our Chairman and Whole-time Director, Umesh Satishkumar Uttamchandani,
our Managing Director, and Rushit Shardulkumar Shah, our Whole-time Director, whose details are provided in ‘- Brief
Profiles of our Directors’ above, the details of our other Key Managerial Personnel as on the date of this Red Herring
Prospectus are set forth below.
Parin Shah is the Joint Chief Financial Officer of our Company. He holds a bachelor’s degree in commerce from City
C.U. Shah Commerce College, Gujarat University. He is also an associate member of the Institute of Chartered
Accountants of India. Prior to joining our Company, he was associated with Unique Sales, RBSA Valuation Advisors
LLP, Adani Skill Development Center and Matter Motor Works Private Limited. He is responsible for overseeing
financial reporting, operations, fundraising, and tax matters of our Company and managing all financial aspects of our
Company. He has over 14 years of experience in the financial sector. He joined our Company with effect from August 7,
2024. In Fiscal 2025, he received an aggregate compensation of ₹ 1.40 million.
Parthiv Panchal is the Joint Chief Financial Officer of our Company. He has been associated with our Company since
May 1, 2018. He has passed the examinations for a bachelor’s degree in commerce from Gujarat University. He was
previously associated with Disha Construction and Paperchase Accountancy India Limited. He is currently responsible
for overseeing and managing all financial aspects of our Company and formulating financial strategies of our Company.
He has over 7 years of experience in the financial sector. He has been associated with our Company as the Joint Chief
Financial Officer with effect from August 7, 2024. In Fiscal 2025, he received an aggregate compensation of ₹ 1.13
million.
268Anjan Trivedi is the Company Secretary and Compliance Officer of our Company. He holds a bachelor’s degree in
commerce from R. J. Tibrewal Commerce College, Gujarat University and a bachelor’s degree in law (special) from L.
A. Shah Law College, Gujarat University. He is also an associate member of the Institute of Company Secretaries of
India. Prior to joining our Company, he was associated with SIHL Fincap Limited, Ganesh Housing Corporation Limited
and Gatil Properties Private Limited (subsidiary of Ganesh Housing Corporation Limited.) He has over 6 years of
secretarial experience. He is responsible for secretarial works and day to day legal compliances of our Company. He
joined our Company with effect from August 9, 2024. In Fiscal 2025, he received an aggregate compensation of ₹ 0.80
million.
Senior Management
In addition to Parin Shah and Parthiv Panchal, our Joint Chief Financial Officers, and Anjan Trivedi, our Company
Secretary and Compliance Officer, whose details are provided in “Our management- Key Managerial Personnel” on
page 268 above, the details of other members of our Senior Management in terms of SEBI ICDR Regulations, as on the
date of this Red Herring Prospectus are set out below:
Anuragdwip Pandey is the general manager -procurement of our Company. He has been associated with our Company
since February 18, 2019. He holds a bachelor’s degree in commerce from Aroma College of Commerce, Gujarat
University. He also holds a master’s degree in business administration from Mahatma Gandhi University, Meghalaya,
India. He was previously associated with Sterlite Lubricants Private Limited, Kataria Automobiles Private Limited, and
Nirmal Foundation. He has over 10 years of experience in the operations and management sector. He is responsible for
management of the procurement process at our Company. In Fiscal 2025, he received an aggregate compensation of ₹
1.13 million.
Monika Handa is the vice president – operations and facility of our Company. She has been associated with our
Company since November 1, 2023. She holds bachelor’s degree in commerce from University of Delhi and master’s
diploma in business administration from Symbiosis Institute of Management Studies, Pune, India. She was previously
associated with Bharti Airtel Limited, Tata Teleservices Limited, Reliance Communications Limited, My Branch
Services, Unitech Wireless (Tamil Nadu) Private Limited, Multiple Zones India Private Limited, and Mswipe
Technologies Private Limited. She has over 13 years of experience in sales and marketing. She is responsible for
overseeing the operations and facility management functions at our Company. In Fiscal 2025, she received an aggregate
compensation of ₹ 2.98 million.
Pinakin Vitkare is the senior manager- digital marketing of our Company. He has been associated with our Company
since October 26, 2020. He has passed bachelor’s of engineering in electronics and telecommunication from University
of Mumbai. He was previously associated with WisdmLabs. He has over 7 years of experience in the marketing sector.
He is responsible for overseeing marketing functions at our Company. In Fiscal 2025, he received an aggregate
compensation of ₹ 1.59 million.
Status of Key Managerial Personnel and Senior Management
All the Key Managerial Personnel and members of our Senior Management are permanent employees of our Company.
Relationship among Key Managerial Personnel and Senior Management
None of our Key Managerial Personnel and members of our Senior Management are related to each other.
Bonus or profit-sharing plan for the Key Managerial Personnel and Senior Management
Except (the performance bonus component of their remuneration) and as disclosed in “ - Terms of appointment of our
Managing Director and Whole-Time Directors”, none of our Key Managerial Personnel or members of our Senior
Management are party to any bonus or profit-sharing plan of our Company.
Shareholding of Key Managerial Personnel and Senior Management in our Company
Except as disclosed in “Capital Structure - Shareholding of our Directors, Key Managerial Personnel and Senior
Management in our Company” on page 124, none of our Key Managerial Personnel or members of our Senior
Management, hold any Equity Shares in our Company as on the date of this Red Herring Prospectus.
Service Contracts and retirement or termination benefits with Directors and Key Managerial Personnel and Senior
Management
Except statutory entitlements for benefits upon termination of their employment in our Company or retirement, no officer
269of our Company, including our Directors, Key Managerial Personnel and members of our Senior Management, is entitled
to any benefits upon termination of employment under any service contract entered into with our Company and they are
governed by the terms of their respective appointment letters.
Contingent and deferred compensation payable to our Key Managerial Personnel and Senior Management
As on the date of this Red Herring Prospectus, there is no contingent or deferred compensation payable to our Key
Managerial Personnel and members of our Senior Management, which does not form part of their remuneration.
Arrangements and understanding with major shareholders, customers, suppliers or others
None of the Key Managerial Personnel or nor the members of Senior Management of our Company have been appointed
pursuant to any arrangement or understanding with our major shareholders, customers, suppliers or others.
Loans to and deposits from Key Managerial Personnel and Senior Management
Except as stated below, there are no outstanding loans availed by our Key Managerial Personnel or members of the Senior
Management from our Company.
As on March 31, 2025, our Company has extended unsecured loans for outstanding amounts of ₹ 0.44 million and ₹ 0.26
million to Parthiv Panchal and Anuragdwip Pandey, respectively.
Interest of Key Managerial Personnel and Senior Management
Other than as disclosed in “Our Management - Interest of Directors” and “- Loans to and deposits from Key Managerial
Personnel and Senior Management” above, the Key Managerial Personnel and members of our Senior Management of
our Company do not have any interest in our Company other than to the extent of the remuneration or benefits to which
they are entitled to as per their terms of appointment and reimbursement of expenses incurred by them during the ordinary
course of business.
There is no conflict of interest between our KMPs and members of our Senior Management and third-party service
providers of our Company (crucial for operations of our Company).
There is no conflict of interest between our KMPs and members of our Senior Management and the lessor of immovable
properties of our Company (crucial for operations of our Company).
Changes in Key Managerial Personnel or Senior Management during the last three years
Except as disclosed below, there are no other changes in our Key Managerial Personnel or members of our Senior
Management during the three years immediately preceding the date of this Red Herring Prospectus are set forth below:
Name Date of Change Reasons
Parin Shah August 7, 2024 Appointment as the Joint Chief Financial Officer
Parthiv Panchal August 7, 2024 Appointment as the Joint Chief Financial Officer
Anjan Trivedi August 9, 2024 Appointment as the Company Secretary and Compliance
Officer
Anuragdwip Pandey February 18, 2018 Appointment as the Procurement Manager- Purchase and
change in designation on April 1, 2024 as general manager -
procurement
Monika Handa November 1, 2023 Appointment as the vice president – operations and facility
Pinaken Vitkare October 16, 2020 Appointment as the manager- digital marketing and change
in designation on April 1, 2024 as Senior Manager- Digital
Marketing
Rinkal Anajwala July 11,2024 Appointment as the assistant vice president- projects
March 31, 2025 Resignation as the assistant vice president - projects
Employee stock option and stock purchase schemes
For details of our ESOP Scheme, see “Capital Structure” beginning on page 100.
270Payment or Benefit to Key Managerial Personnel and Senior Management of our Company
Except as disclosed under “Our Management- Loans to and deposits from Key Managerial Personnel and Senior
Management” on page 270, no non-salary related amount or benefit has been paid or given to any of our Company’s
officers including our Directors, Key Managerial Personnel and members of our Senior Management within the two
preceding years of this Red Herring Prospectus or is intended to be paid or given, other than in the ordinary course of
their employment.
271OUR PROMOTERS AND PROMOTER GROUP
The Promoters of our Company are Parth Naimeshbhai Shah, Umesh Satishkumar Uttamchandani, Rushit Shardulkumar
Shah, Jaimin Jagdishbhai Shah, Pranav Niranjan Pandya, Amisha Jaimin Shah and Kruti Pranav Pandya and the corporate
promoter of our Company is Dev Information Technology Limited.
As on date of this Red Herring Prospectus, our Promoters collectively hold 33,201,850 Equity Shares in our Company,
representing 49.80% of the pre-Issue issued, subscribed and paid-up equity share capital of our Company. For details,
see the section titled “Capital Structure – Build-up of the shareholding of our Promoters in our Company” on page 113.
Details of our individual Promoters are as follows:
Our individual Promoters
Parth Naimeshbhai Shah, aged 34 years, is one of our Promoters and is also the
Chairman and Whole-Time Director of our Company. He is an Indian national.
Date of Birth: June 16, 1991
Permanent Account Number: CONPS2830D
For the complete profile of Parth Naimeshbhai Shah, along with details of his
address, educational qualifications, experience in the business or employment,
position/posts held in the past, directorships held, other ventures, special
achievements and business and financial activities, see “Our Management – Brief
Profiles of our Directors” on page 256.
Umesh Satishkumar Uttamchandani, aged 38 years, is one of our Promoters and
is also the Managing Director of our Company. He is an Indian national.
Date of Birth: August 17, 1987
Permanent Account Number: ABLPU3490J
For the complete profile of Umesh Satishkumar Uttamchandani, along with details
of his address, educational qualifications, experience in the business or
employment, position/posts held in the past, directorships held, other ventures,
special achievements and business and financial activities, see “Our Management
– Brief Profiles of our Directors” on page 256.
Rushit Shardulkumar Shah, aged 34 years, is one of our Promoters and is also the
Whole-Time Director of our Company. He is an Indian national.
Date of Birth: September 22, 1990
Permanent Account Number: CENPS3607E
For the complete profile of Rushit Shardulkumar Shah, along with details of his
address, educational qualifications, experience in the business or employment,
position/posts held in the past, directorships held, other ventures, special
achievements and business and financial activities, see “Our Management – Brief
Profiles of our Directors” on page 256.
272Jaimin Jagdishbhai Shah, aged 52 years, is one of the Promoters of our Company.
He is an Indian national.
Date of Birth: April 25, 1973
Permanent Account Number: ACEPS6203K
For the complete profile of Jaimin Jagdishbhai Shah, along with details of his
address, educational qualifications, experience in the business or employment,
position/posts held in the past, directorships held, other ventures, special
achievements and business and financial activities, see “Our Management – Brief
Profiles of our Directors” on page 256
Pranav Niranjan Pandya, aged 57 years, is one of the Promoters of our Company.
He is an Indian national.
Date of Birth: March 15, 1968
Address: 70, Serendeep, Near Ratna Lake, Ghuma, Ahmedabad – 380 058, Gujarat,
India.
Permanent Account Number: ACTPP0192M
He holds a diploma in electronics and radio engineering from Government
Polytechnic for Girls, Surat . Presently, he is associated with Dev Information
Technology Limited in the capacity of whole-time director. He has an
experience of more than 27 years in technology industry.
Amisha Jaimin Shah, aged 49 years, is one of the Promoters of our Company . She
is an Indian national.
Date of Birth: November 18, 1975
Address: 8, Satellite Society Opposite, Sundarvan, Jodhpur Terka, Ambawadi Vistar,
Ahmedabad – 380 015, Gujarat, India.
Permanent Account Number: ACEPS6246E
She holds a bachelor’s degree in commerce from H.L. Commerce College.
Presently, she is associated with Dev Information Technology Limited and
provides administration related services. She has an experience of more than 23
years in administration.
Kruti Pranav Pandya, aged 55 years, is one of the Promoters of our Company. She
is an Indian national.
Date of Birth: January 20, 1970
Address: 70, Serendeep, Near Ratna Lake, Ghuma, Ahmedabad – 380 058, Gujarat,
India.
Permanent Account Number: ACTPP0181G
She holds a diploma in electronics and radio engineering from Government
Polytechnic for Girls, Surat. Presently, she is associated with Dev Information
Technology Limited in the capacity of Software Developer. She has an experience
of more than 19 years in software development.
Our Company confirms that the permanent account number, Aadhaar card number, driving license number and bank
account number and passport number of all our individual Promoters has been submitted to the Stock Exchanges at the
time of filing the Draft Red Herring Prospectus.
273Our corporate Promoter
Dev Information Technology Limited
Corporate information
Dev Information Technology Limited was initially incorporated as a private limited company under the Companies Act,
2013 and was granted a certificate of incorporation by the RoC on December 23, 1997. Pursuant to that, it was converted
to a public limited company and was granted a fresh certificate of incorporation by the RoC on February 17, 2017 with
CIN: L30000GJ1997PLC033479. The Permanent Account Number of Dev Information Technology Limited is
AAACD5427B. The registered office of Dev Information Technology Limited is situated at 14, Aaryans Corporate Park
Nr. Shilaj Railway Crossing, Thaltej, Ahmedabad, Gujarat, India, 380059.
Dev Information Technology Limited is a listed company, having its equity shares listed on BSE and NSE. It is engaged
in the business of providing a range of Information Technology solutions.
Change in activities
Dev Information Technology Limited has not changed its activities since the date of its incorporation.
Promoters of Dev Information Technology Limited
1. Amisha Jaimin Shah
2. Jaimin Jagdishbhai Shah
3. Pranav Niranjan Pandya HUF
4. Kruti Pranav Pandya
5. Pranav Niranjan Pandya
6. Jaimin Jagdishbhai Shah HUF
7. LT1 Inc
Board of directors of Dev Information Technology Limited
The board of directors of Dev Information Technology Limited as on the date of this Red Herring Prospectus is as follows:
1. Rama Moondra (Independent Director)
2. Venkata Rama Subba Rao Velamuri (Independent Director)
3. Jaimin Jagdishbhai Shah (Managing Director)
4. Pranav Niranjan Pandya (Whole-time Director)
5. Vishal Vasu (Whole-time Director)
6. Prerak Pradyumna Shah (Whole-time Director)
7. Umesh Rateja (Independent Director)
8. Bhavin Sanjaybhai Bhagat (Independent Director)
Shareholding Pattern
The shareholding pattern of Dev Information Technology Limited as on June 30, 2025 is as follows:
(left intentionally blank)
274Total No. of Shareholding, Number of
Number of Voting Rights held in each class of Number of shares on as a % Number of Equity Shares
Shareholding securities Equity fully assuming full Locked in Equity pledged or
Number as a % of shares diluted conversion of otherwise
Number of Total (IX) Shares (XIII)
Number of of total number underlying shares convertible encumbered Number of
shares number of
Category of Number of fully paid- Partly of shares outstanding (including securities (as (XIV) Equity Shares
Category underlying shares held
shareholder shareholders up Equity paid-up (calculated as convertible warrants, a percentage held in
(I) (II) (III) Shares held Equity Depository (VII) = per SCRR, Number of voting rights Total securities ESOP, of diluted As a As a dematerialized
(IV) hS eh lda r (e Vs ) Re (c Ve Iip ) ts (IV) (+ V I(V ) ) + 1 (A9 A5 s +7 a B) ( % +V C I o 2I fI ) ) ( SEC hq ala u rs eis t sy
)
(OC tl ha es rs s ) Total (A%a C+s Bo )a f + E( wi Sn a Oc r (l r XPu a ,d
)
n ei tn ts cg , ) (C XSo Ien =c ev r Vte u c Ir .t I)t i +i eb s X,l e
)
s (h Va Ir a( IXe )
%
+c I (Ia X ) op = ) fi t Aal s) Nu (m a)b er S% t hho eat lrao delf s Nu (m a)b er S% t hho eat lrao delf s form (XV)
(A+B+C2) (b) (b)
(A) Promoter
&
16 15014,010 - - 15,014,010 66.63 15,014,010 - 15,014,010 66.63 - 15,014,010 66.43 - - - - 15,014,010
Promoter
Group
(B) Public 23,690 7,520,083 - - 7,520,083 33.37 7,520,083 - 7,520,083 33.37 66,936 7,587,019 33.57 294,127 3.91 - - 7,520,083
(C) Non
Promoter- - - - - - - - - - - - - - - - - -
Non Public
(C1) Shares
underlying - - - - - - - - - - - - - - - - -
DRs
(C2) Shares
held by
- - - - - - - - - - - - - - - - -
Employee
Trust
Total 23,706 22,534,093 - - 22,534,093 100.00 22,534,093 22,534,093 100.00 66,936 22,601,029 100.00 294,127 1.31 - - 22,534,093
275Change in control
While there has been no change in the control of Dev Information Technology Limited during the last three years preceding
the date of this Red Herring Prospectus, pursuant to a share subscription and share purchase agreement dated June 16,
2023 read with amendment agreement dated October 24, 2023, LT 1 Inc has been classified as the promoter of the Dev
Information Technology Limited.
Our Company confirms that the permanent account number, bank account number, company registration number and
address of the Registrar of Companies, with whom Dev Information Technology Limited is registered has been submitted
to the Stock Exchanges at the time of filing of the Draft Red Herring Prospectus.
Change in control of our Company
Parth Naimeshbhai Shah, Umesh Satishkumar Uttamchandani, Rushit Shardulkumar Shah and Dev Information
Technology Limited are the original Promoters of our Company. However, pursuant to a resolution dated February 22,
2025, passed by the Board, Parth Naimeshbhai Shah, Umesh Satishkumar Uttamchandani, Rushit Shardulkumar Shah,
Jaimin Jagdishbhai Shah, Pranav Niranjan Pandya, Amisha Jaimin Shah, Kruti Pranav Pandya and Dev Information
Technology Limited have been identified as Promoters. However, there has been no change in control of our Company
since incorporation. For details in relation to the shareholding of our Promoters and Promoter Group, and changes in the
shareholding of our Promoter, including since incorporation, see “Capital Structure” on page 100.
Other ventures of our Promoter
Other than as disclosed in the sections entitled, “Our Management – Board of Directors” and “Our Promoter and
Promoter Group -Entities forming part of the promoter group” on pages 253 and 279, respectively, our Promoters are
not involved in any other ventures.
Interests of our Promoters
Our Promoters are interested in our Company to the extent that they have promoted our Company and to the extent of
their respective shareholding in our Company and our Subsidiaries and the dividends payable and any other distributions
in respect of their shareholding in our Company or held by the entities in which they are associated as promoters, directors,
partners, proprietors, kartas or trustees or held by their relatives or that may be subscribed by or allotted to the companies,
firms, ventures, trusts in which they are interested as promoters, directors, partners, proprietors, members or trustees,
pursuant to the Issue. For further details, see “Capital Structure – Build-up of the shareholding of our Promoters in our
Company” on page 113. Additionally, our Promoters may also be interested in transactions entered into by our Company
with other entities (i) in which our Promoters hold shares, or (ii) controlled by our Promoters. Further, our Promoters,
namely Umesh Satishkumar Uttamchandani, Rushit Shardulkumar Shah, Parth Naimeshbhai Shah and Jaimin
Jagdishbhai Shah have also extended personal guarantees in favour of our lenders to secure the borrowings availed by
our Company and may be deemed to be interested to that extent. For further details, see “Other Financial Information -
Related Party Transactions” on page 354.
Further, some of our individual Promoters namely, Parth Naimeshbhai Shah, Umesh Satishkumar Uttamchandani, Rushit
Shardulkumar Shah and Jaimin Jagdishbhai Shah, who are also Directors and/or Key Managerial Personnel of our
Company, may be deemed to be interested in the terms of their appointment as such, including in relation to benefits,
remuneration, reimbursement of expenses, etc., payable to them, if any, in their capacity as Directors. For further details,
see “Our Management” on page 253.
Further, some of our individual Promoters namely, Parth Naimeshbhai Shah, Umesh Satishkumar Uttamchandani, Rushit
Shardulkumar Shah and Jaimin Jagdishbhai Shah, who are also Directors and/or Key Managerial Personnel of our
Company, may also be directors on the board, or are shareholders, kartas, proprietors, members or partners, of entities
with which our Company has had transactions and may be deemed to be interested to the extent of the payments made
by our Company, or services provided by our Company, if any, to these entities.
No sum has been paid or agreed to be paid to our Promoters or to any firm or company in which our Promoters are
interested, in cash or shares or otherwise, by any person, either to induce them to become or to qualify them, as directors
or promoters or otherwise for services rendered by our Promoters or by such firm or company, in connection with the
promotion or formation of our Company.
Except as disclosed under section entitled “Our Subsidiaries and Associates” on page 248, our Promoters do not have any
interest in a venture that is involved in any activities similar to those conducted by our Company.
276Interest in property acquired, acquisition of land, construction of building and supply of machinery, etc.
Our Promoters do not have any interest (direct or indirect) in any property acquired by our Company in the preceding
three years from the date of this Red Herring Prospectus or proposed to be acquired by our Company or in any transaction
with respect to the acquisition of land, construction of building and supply of machinery.
Payment or Benefits to Promoters or Promoter Group
Except in the ordinary course of business and as stated in the section entitled “Other Financial–Information - Related
Party Transactions” on page 354, there have been no payment or benefits by our Company to our Promoters or any of
the members of the Promoter Group during the two years preceding the date of this Red Herring Prospectus, nor is there
any intention to pay or give any benefit to our Promoter or Promoter Group as on the date of this Red Herring Prospectus.
Disassociation by our Promoters in the last three years
Except as disclosed below, our Promoters have not disassociated themselves from any companies or firms during the
preceding three years from the date of this Red Herring Prospectus.
S. Name of disassociating Date of
Name of Promoters Reason of disassociation
No. entity disassociation
1. Umesh Satishkumar Janak Urja Private Limited April 4, 2023 Resigned as a director due to
Uttamchandani pre-occupation
Natureovedic Consumers August 3, 2024 Resigned as a director due to
Private Limited pre-occupation
Aadhhya Spacelinks Private March 17, 2025 Due to strike off
Limited
Fractoprop LLP May 5, 2025 Resigned as a designated
Partner due to pre-occupation
Trazo Edtech LLP May 5, 2025 Due to strike off
Neddle and Thread LLP May 5, 2025 Resignation as nominee
designated partner
2. Jaimin Jagdishbhai Shah Summit Infosystems Private August 20, 2024 Resigned as a director due to
Limited pre-occupation
3. Pranav Niranjan Pandya Summit Infosystems Private August 20, 2024 Resigned as a director due to
Limited pre-occupation
Gesia IT Association January 1, 2025 Resigned due to end of term
4. Parth Naimeshbhai Shah Trazo Edtech LLP May 5, 2025 Due to strike off
5. Rushit Shardulkumar Shah Trazo Edtech LLP May 5, 2025 Due to strike off
Material Guarantees
As of the date of this Red Herring Prospectus, our Promoters have not given any material guarantees with respect to the
Equity Shares of the Company.
Our Promoters, namely, Umesh Satishkumar Uttamchandani, Rushit Shardulkumar Shah and Parth Naimeshbhai Shah,
had pledged 18,596,640 Equity Shares held by them aggregating to 27.90% of the Equity Share capital of our Company
(“Pledged Shares”), in favour of Mitcon Credentia Trusteeship Services Limited (“Debenture Trustee”) to secure the
non-convertible debentures issued by our Company, pursuant to an unattested share pledge agreement dated November
15, 2023, entered into amongst Umesh Satishkumar Uttamchandani, Rushit Shardulkumar Shah and Parth Naimeshbhai
Shah, our Company and the Debenture Trustee (“Pledge Deed”). The Debenture Trustee vide its letter dated September
25, 2024, has released the encumbrance on Pledged Shares.
Further, our Promoters, namely, Umesh Satishkumar Uttamchandani, Rushit Shardulkumar Shah, Parth Naimeshbhai
Shah and Jaimin Jagdishbhai Shah have extended personal guarantees in favour of the Debenture Trustee to secure the
non-convertible debentures issued by our Company.
Further, our Promoters, namely Umesh Satishkumar Uttamchandani, Rushit Shardulkumar Shah, Parth Naimeshbhai
Shah and Jaimin Jagdishbhai Shah have also extended personal guarantees in favour of our lenders to secure the
borrowings availed by our Company.
277Confirmations
Our Promoters and members of our Promoter Group have not been declared Wilful Defaulters or Fraudulent Borrowers
by any bank or financial institution or consortium thereof, in accordance with the guidelines on Wilful Defaulters or
Fraudulent Borrowers issued by Reserve Bank of India.
Our Promoters have not been declared as fugitive economic offenders under section 12 of the Fugitive Economic
Offenders Act, 2018.
Our Promoters and members of our Promoter Group have not been prohibited or debarred from accessing the capital
markets or debarred from buying, selling or dealing in securities under any order or direction passed by SEBI or any
other securities market regulator or any other authority, court or tribunal inside and outside India.
Our Promoters are not and have not been a promoter or director of any other company which is debarred from accessing
or operating in capital markets under any order or direction passed by SEBI or any other regulatory or governmental
authority.
There is no conflict of interest between our Promoters or members of our Promoter Group and the suppliers and third-
party service providers, which are crucial for the operations of our Company. There is no conflict of interest between our
Promoters or members of our Promoter Group and lessors of the immovable properties, which are crucial for the
operations of our Company.
Promoter Group
In addition to our Promoters, the individuals and entities that form a part of the Promoter Group of our Company in terms
of Regulation 2(1)(pp) of the SEBI ICDR Regulations are set out below:
Natural persons who are part of the Promoter Group
The natural persons who are part of the Promoter Group (due to their relationship with our individual Promoters), other
than our individual Promoters, are as follows:
Name of member of the Promoter
Name of Promoter Relationship with the Promoter
Group
Neha Uttamchandani Spouse
Ashaben S Uttamchandani Mother
Trisha Uttamchandani Daughter
Himanshu Uttamchandani Brother
Umesh Satishkumar Uttamchandani
Ravi Uttamchandani Brother
Prakash Relumal Atlani Spouse’s father
Rekhaben Prkashbhai Atlani Spouse’s mother
Jaykishan Prkashbhai Atlani Spouse’s brother
Parin Kamal Mehta Spouse
Nilaxiben Shardulbhai Shah Mother
Sonu Jigarkumar Mehta Sister
Rushit Shardulkumar Shah
Nisha S Shah Sister
Kamal Vasantlal Mehta Spouse’s father
Suvarna Kamal Mehta Spouse’s mother
Khushalee Ashokkumar Dave Spouse
Naimesh Chandrakant Shah Father
Parulben Naimesh Shah Mother
Aadhhya Parth Shah Daughter
Parth Naimeshbhai Shah
Margi Mohit Shah Sister
Ashok Navnitlal Dave Spouse’s father
Nitaben Ashokkumar Dave Spouse’s mother
Ramya Ashokkumar Dave Spouse’s brother
Priya Ashokkumar Dave Spouse’s sister
278Name of member of the Promoter
Name of Promoter Relationship with the Promoter
Group
Amisha Jaimin Shah Spouse
Jayshreeben Jagdishbhai Shah Mother
Rakhi S Shah Sister
Vyom Shah Son
Jaimin Jagdishbhai Shah Vinisha Shah Daughter
Chirag Mahendrabhai Shah Spouse’s Brother
Mona Mahendrabhai Shah Spouse’s Sister
Shilpa Pragneshkumar Pandya Spouse’s Sister
Manisha Mahendrakumar Shah Spouse’s Sister
Kruti Pranav Pandya Spouse
Shruti Savio Gonsalves Sister
Pranav Niranjan Pandya
Devashish Pranav Pandya Son
Mehar Pranav Pandya Daughter
Pratibhaben Mohanlal Desai Spouse’s Mother
Jaimin Jagdishbhai Shah Spouse
Chirag Mahendrabhai Shah Brother
Mona Mahendrabhai Shah Sister
Manisha Mahendrakumar Shah Sister
Amisha Jaimin Shah
Shilpa Pragneshkumar Pandya Sister
Vyom Shah Son
Vinisha Shah Daughter
Jayshreeben Jagdishbhai Shah Spouse’s Mother
Rakhi S Shah Spouse’s Sister
Pranav Niranjan Pandya Spouse
Pratibhaben Mohanlal Desai Mother
Kruti Pranav Pandya Devashish Pranav Pandya Son
Mehar Pranav Pandya Daughter
Shruti Savio Gonsalves Spouse’s Sister
Entities forming part of the Promoter Group
The entities forming part of our Promoter Group are as follows:
1. Dev Info-Tech North America Limited
2. Dhyey Consulting Services Private Limited
3. Minddefft Technologies Private Limited
4. Confiable Advisory LLP
5. Finex Accounting Services Private Limited
6. Jaimin Jagdishbhai Shah HUF
7. Pranav Niranjan Pandya HUF
8. Byte Technosys Private Limited
9. Dynamics Stars LLC
10. Anjani Infrastructure Private Limited
11. M N Shah Capital Services Private Limited
279OUR GROUP COMPANIES
In accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018 (“SEBI ICDR Regulations”), for the purpose of identification of group companies, our Company has
considered:
(i) the companies (other than Promoters and Subsidiaries) with which there were related party transactions, as covered
under the applicable accounting standards, during the period for which the Restated Consolidated Financial Information
has been disclosed in this Red Herring Prospectus; and
(ii) any other company as considered material by the Board (“Materiality Policy”).
In relation to point (ii) above (in addition to the companies identified as “group companies” under point (i) above), our
Board, through its resolution dated July 07, 2025, has also considered such companies as material for classification
as “group companies”, which are not our Promoters or Subsidiaries and that are members of the Promoter Group in terms
of Regulation 2(1)(pp) of the SEBI ICDR Regulations, and have entered into one or more related party transactions
during the last completed financial year, which individually or in the aggregate, exceed 10% of the restated
consolidated revenue from operations of our Company, for the last completed financial year, as per the Restated
Consolidated Financial Information.
Based on the parameters outlined above, as on the date of this Red Herring Prospectus, our Company have the following
Group Companies:
1. Finex Accounting Services Private Limited
2. Janak Urja Private Limited
3. Dhyey Consulting Services Private Limited
4. Scaleax Advisory Private Limited
A. Details of the Group Company
Set out below are details of our Group Company.
1. Finex Accounting Services Private Limited
Registered Office
The registered office of Finex Accounting Services Private Limited is situated at Binori-B Square III, 4th Floor,
Sindhu Bhavan Road, Bodakdev, Ahmedabad, Ahmadabad City, Gujarat, India, 380054.
Financial information
Certain financial information derived from the audited financial statements of Finex Accounting Services Private
Limited for Fiscals 2025, 2024, and 2023, as required by the SEBI ICDR Regulations, is available on the website
of our Company at https://devx.work/blog/investor-relations/.
2. Janak Urja Private Limited
Registered Office
The registered office of Janak Urja Private Limited is situated at 401, Purohit House, Opp. S.P. Stadium,
Navrangpura, Ahmedabad, City Taluka, Gujarat, India, 380009.
Financial information
Certain financial information derived from the audited financial statements of Janak Urja Private Limited for Fiscals
2025, 2024, and 2023, as required by the SEBI ICDR Regulations, is available on the website of our Company at
https://devx.work/blog/investor-relations/.
2803. Dhyey Consulting Services Private Limited
Registered Office
The registered office of Dhyey Consulting Services Private Limited is situated at 10, Aaryans Corporate Park Nr.
Ambli Railway Crossing, Shilaj Road, Thaltej, Ahmedabad, Daskroi, Gujarat, India, 380059.
Financial information
Certain financial information derived from the audited financial statements of Dhyey Consulting Services Private
Limited for Fiscals 2025, 2024, and 2023, as required by the SEBI ICDR Regulations, is available on the website
of our Company at https://devx.work/blog/investor-relations/.
4. Scaleax Advisory Private Limited
Registered Office
The registered office of Scaleax Advisory Private Limited is situated at 1st floor, Ambica Chambers, Near Old High
Court, Navrangpura, Ahmedabad, City Taluka, Gujarat, India, 380009.
Financial information
Certain financial information derived from the audited financial statements of Scaleax Advisory Private Limited for
Fiscals 2025, 2024, and 2023, as required by the SEBI ICDR Regulations, is available on the website of our
Company at https://devx.work/blog/investor-relations/.
Our Company has provided links to such websites solely to comply with the requirements specified under the SEBI
ICDR Regulations. Such financial information of the Group Companies and other information provided on the
websites given above does not constitute a part of this Red Herring Prospectus. The information provided on the
websites given above should not be relied upon or used as a basis for any investment decision. Neither our Company
nor the BRLM nor any of the Company’s, BRLMs’ or any of their respective directors, employees, affiliates,
associates, advisors, agents or representatives accept any liability whatsoever for any loss arising from any
information presented or contained in the websites given above.
B. Nature and extent of interest of our Group Companies
a) In the promotion of the Company
Our Group Companies do not have any interest in the promotion of our Company.
b) In the properties acquired by our Company in the past three years before filing this Red Herring Prospectus or
proposed to be acquired by our Company
Except as stated in “Restated Consolidated Financial Information – Note 35: Related Party Disclosures for the year
ended March 31, 2025” on page 334, our Group Companies are not interested in the properties acquired by our
Company in the three years preceding the filing of this Red Herring Prospectus or proposed to be acquired by our
Company.
c) In transactions for acquisition of land, construction of building and supply of machinery, etc.
Our Group Companies are not interested in any transactions for acquisition of land, construction of building or
supply of machinery, etc. One of our Group Companies, Janak Urja Private Limited holds 49% of the equity share
capital in AEPL. AEPL and our Company have entered into a memorandum of understanding dated February 28,
2024 under which AEPL is responsible for developing the land situated besides Gallops Hyundai, behind GMDC
Ground, Andhajan Mandal Road, near Ahmedabad, Vastrapur, Gujarat - 380015 which upon completion will be
leased to our Company for providing managed office space solutions to our clients.
C. Common pursuits among our Group Company and our Company or Subsidiaries
Except as disclosed in in “Restated Consolidated Financial Information – Note 35: Related Party Disclosures for
the year ended March 31, 2025” on page 334 and in “Our Business” on page 215, there are no common pursuits
amongst our Group Companies and our Company or Subsidiaries.
281D. Related business transactions within our Group Company and significance on the financial performance of
our Company
Except as disclosed in “Restated Consolidated Financial Information – Note 35: Related Party Disclosures for the
year ended March 31, 2025” on page 334, there are no other related business transactions with our Group
Companies.
E. Litigation
As on the date of this Red Herring Prospectus, there is no pending litigation involving our Group Companies which
will have a material impact on our Company.
F. Business interest of our Group Companies
Except in the ordinary course of business and as stated in “Restated Consolidated Financial Information – Note 35:
Related Party Disclosures for the year ended March 31, 2025” on page 334, our Group Companies do not have any
business interest in our Company.
G. Other confirmations
Our Group Companies do not have any securities listed on any stock exchange. Further, our Group Companies have
not made any public or rights issue (as defined under the SEBI ICDR Regulations) of securities in the three years
preceding the date of this Red Herring Prospectus.
There is no conflict of interest between our Group Companies and its directors and third-party service providers of
our Company (crucial for operations of our Company).
There is no conflict of interest between our Group Companies and its directors and the lessor of immovable
properties of our Company (crucial for operations of our Company).
282DIVIDEND POLICY
Our Board of Directors, pursuant to a resolution dated September 20, 2024, have adopted a dividend distribution policy.
The declaration and payment of dividend on our Equity Shares, if any, will be recommended by our Board and approved
by our Shareholders, at their discretion, in accordance with provisions of our Articles of Association and applicable law,
including the Companies Act (together with applicable rules issued there under).
Any future determination as to the declaration and payment of dividends will be at the discretion of our Board and will
depend on internal factors that our Board deems relevant, including among others, profitable growth of our Company
and specifically profits earned during the financial year, earning stability and outlook, past dividend pattern, cash flow
position of our Company, capital expenditure to be incurred by our Company, accumulated reserves, statutory
requirements like transfer to statutory reserve fund, liquidity position of the company including its working capital
requirements and debt servicing obligations. In addition, our ability to pay dividends may be impacted by a number of
external factors such as macro-economic environment, changes in the government policies, industry specific rulings and
regulatory provisions, industry outlook for the future years, and inflation rate. Our Company may decide against paying
dividend due to, inter alia, inadequacy of profits or whenever the Company has incurred losses, undertaking of or proposal
to undertake a significant expansion project requiring higher allocation of capital, and undertaking of any acquisitions or
joint arrangements requiring significant allocation of capital. For more information on restrictive covenants under our
current loan agreements, see “Financial Indebtedness” on page 356. Our Company may pay dividend by cheque, or
electronic clearance service, as will be approved by our Board in the future. Our Board may also declare interim dividend
from time to time and the final dividend will be paid on the approval of shareholders at a general meeting.
Our Company has not declared any dividends on the Equity Shares during the last three Fiscals, and the period from April
1, 2025, until the date of this Red Herring Prospectus.
The past trend in relation to our payment of dividends is not necessarily indicative of our dividend trend or dividend policy,
in the future, and there is no guarantee that any dividends will be declared or paid in the future. For details in relation to
the risk involved, see “Risk Factors –68. We cannot assure payment of dividends on the Equity Shares in the future” on
page 81.
283SECTION V-FINANCIAL INFORMATION
RESTATED CONSOLIDATED FINANCIAL INFORMATION
(Intentionally left blank)
284DEV ACCELERATOR LIMITED
INDEPENDENT AUDITOR’S EXAMINATION REPORT ON RESTATED
CONSOLIDATED FINANCIAL INFORMATION
To
The Board of Directors
Dev Accelerator Limited
(formerly known as Dev Accelerator Private Limited)
Dear Sirs:
1. We, Nisarg J. Shah & Co., Chartered Accountants (“we” or “us”) have examined the attached Restated
Consolidated Financial Statements of Dev Accelerator Limited (formerly known as Dev Accelerator Private
Limited) (the “Company”), its subsidiaries (the Company together with its subsidiaries hereinafter referred to
as “the Group”) and its associate companies comprising the Restated Consolidated Statement of Assets and
Liabilities as at March 31, 2025, March 31, 2024 and March 31, 2023, The Restated Consolidated Statement
of Profit a nd L oss ( Including O ther C omprehensive I ncome), T he R estated C onsolidated S tatement o f
Changes in Equity, The Restated Consolidated Statement of Cash Flows for the years ended March 31, 2025,
March 31, 2024 and March 31, 2023, the summary of material accounting policies, and other explanatory notes
(collectively, the “Restated Consolidated Financial Information”) annexed to this report and prepared by
the Company for the purpose of inclusion in the Red Herring Prospectus (“RHP”) and Prospectus
(collectively, the "Issue Documents") in connection with its proposed initial public offer of equity shares
of face value of ` 2 each of the Company comprising a fresh issue of equity shares (“the Issue”). The
Restated Consolidated Financial Information, which have been approved by the Board of Directors of the
Company at their meeting held on July 7, 2025 have been prepared in accordance with the requirements
of:
a. Section 26 of Part I of Chapter III of the Companies Act 2013 (the “Act”);
b. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2018, as amended (“ICDR Regulations”); and
c. The Guidance Note on Reports in Company Prospectuses (Revised 2019) (as amended) issued by the
Institute of Chartered Accountants of India (“ICAI”), (the “Guidance Note”);
2. Management’s Responsibility for the Restated Consolidated Financial Statements
The preparation of the Restated Consolidated Financial Statements, which are to be included in the Issue
Documents is the responsibility of the Management of the Company. The Restated Consolidated Financial
Statements have been prepared by the Management of the Company on the basis of preparation, as
stated in note 2 to the Restated Consolidated Financial Statements. The Management’s responsibility
includes designing, Implementing and maintaining adequate internal control relevant to the
preparation and presentation of the Restated Consolidated Financial Statements. The Management is also
responsible for identifying and ensuring that the Group and its associates complies with the Act, ICDR
Regulations and the Guidance Note.
3. Auditors’ Responsibilities
We have examined such Restated Consolidated Financial Statements taking into consideration:
a) The terms of reference and terms of our engagement agreed with you vide our engagement letter
dated June 10, 2024 requesting us to carry out the assignment, in connection with the proposed IPO
of the Company;
b) The Guidance Note also requires that we comply with ethical requirements of the Code of Ethics
Issued by ICAI.
c) concepts of test checks and materiality to obtain reasonable assurance based on the verification of
evidence supporting the Restated Consolidated Financial Statements; and
d) The requirements of Section 26 of the Act and the ICDR Regulations.
285DEV ACCELERATOR LIMITED
Our work was performed solely to assist you in meeting your responsibilities in relation to your compliance
with the Act, the ICDR Regulations and the Guidance Note in connection with the Issue.
4. Restated Consolidated Financial Statements
These Restated Consolidated Financial Statements have been compiled by the management of the
Company from:
a. Audited Ind AS consolidated financial statements of the Group and its associates as at and for the year
ended March 31, 2025, which were prepared in accordance with Ind AS, as prescribed under Section
133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended and other
accounting principles generally accepted in India, along with the presentation requirements of Division
II of Schedule III to the Companies Act, 2013 (Ind AS compliant Schedule III), as applicable, which have
been approved by the Board of Directors at their meeting held on July 7, 2025;
b. Audited Ind AS consolidated financial statements of the Group and its associates as at and for the year
ended March 31, 2024, which were prepared in accordance with Ind AS, as prescribed under Section
133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended and other
accounting principles generally accepted in India, along with the presentation requirements of Division
II of Schedule III to the Companies Act, 2013 (Ind AS compliant Schedule III), as applicable, which have
been approved by the Board of Directors at their meeting held on May 30, 2024;
c. Audited Ind AS consolidated financial statements of the Group and its associates as at and for the year
ended March 31, 2023, which were prepared in accordance with Ind AS, as prescribed under Section
133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended and other
accounting principles generally accepted in India, along with the presentation requirements of Division
II of Schedule III to the Companies Act, 2013 (Ind AS compliant Schedule III), as applicable, which have
been approved by the Board of Directors at their meeting held on September 09, 2023;
d. Financial statements and other financial information in relation to the Company’s subsidiaries, as listed
below, audited by Other Auditor and included in the consolidated financial statements of the Group and
its associates as at and for the year ended March 31, 2024:
Name of the Entity Relationship Name of Audit Firm Period audited by
Other Auditors
Neddle and Thread Subsidiary For M/s Rachana J. Thakkar & Co. Year ended
Designs LLP March 31, 2024
5. Auditors Report
For the purpose of our examination, we have relied on:
a. Auditors’ reports issued by us, dated July 07, 2025, September 30, 2024 and September 9, 2023
on the consolidated financial statements of the Group and its associates as at and for the year ended
March 31, 2025, March 31, 2024 and March 31, 2023 as referred to in Paragraph 4(a), 4(b) and 4(c) above;
b. The auditor’s report on the consolidated financial statements of the Group and its associates as at and
for the years ended March 31, 2025, March 31, 2024 and March 31, 2023 do not contain any qualification
requiring adjustments.
c. As indicated in Paragraph 4 (d) above, we did not audit the financial statements of subsidiary as at and
for the year ended March 31, 2024, whose financial statements reflect total assets, total revenues and net
cash inflows as tabulated below and included in the Restated Consolidated Financial Statements:
(` in millions)
As at and for the Total assets of Total revenue of Net cash inflow/
year ended subsidiary subsidiary (outflow) of subsidiary
March 31, 2024 66.34 128.33 0.95
286DEV ACCELERATOR LIMITED
These financial statements have been audited by other firm of Chartered Accountants as Para 4(d) above,
whose reports have been furnished to us and our opinion in so far as it relates to the amounts included
in the consolidated financial statements referred to in Para 4(a), 4(b), 4(c) and above are based solely on
the report of other auditors.
d. In respect of examination performed by Other Auditors:
The audits of the Company’s subsidiary for financial year ended March 31, 2024 was conducted by Other
Auditor and accordingly reliance has been placed on the restated consolidated statement of assets and
liabilities and the restated consolidated statement of profit and loss (including other comprehensive
income), restated consolidated statement of changes in equity and cash flow statements, the statement
of significant accounting policies, and other explanatory information examined by them for the said
periods. The examination report included for the said period is based solely on the examination
report submitted by the Other Auditor. The Other Auditor has also confirmed that the Subsidiary
financial Statements:
(i) does not contain any qualifications requiring adjustments; and
(ii) have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.
6. Based on our examination and according to the information and explanations given to us as at and for the
years ended March 31, 2025, March 31, 2024 and March 31, 2023 and also as per the reliance placed on the
examination reports submitted by Other Auditor as at and for the year ended March 31, 2024 in respect
of the Company’s subsidiary, we report that Restated Consolidated financial Statements of the Group and
its associates:
(i) there are no qualifications in the auditors’ report on the Audited Ind AS consolidated financial statements
of the Group and its associates as at and for the years ended March 31, 2025, March 31, 2024 and March
31, 2023 which require any adjustments to the Restated Consolidated Statements; and
(ii) have been prepared in accordance with the Act, ICDR Regulations, the Guidance Note and SEBI Letter.
7. This report should not in any way be construed as a reissuance or re-dating of any of the previous audit
reports issued by us, nor should this report be construed as a new opinion on any of the financial statements
referred to herein.
8. The Restated Consolidated Financial Statements do not reflect the effects of events that occurred subsequent
to the audited Restated Consolidated Financial statements mentioned in paragraph 4 above.
9. We have no responsibility to update our report for events and circumstances occurring after the
date of the report.
10. Our report is intended solely for use of the Board of Directors for inclusion in the RHP and Prospectus to be
filed with Securities and Exchange Board of India, National Stock Exchange of India Limited and BSE
Limited in connection with the proposed IPO. Our report should not be used, referred to, or distributed for
any other purpose. Accordingly, we do not accept or assume any liability or any duty of care for any other
purpose or to any other person to whom this report is shown or into whose hands it may come without our
prior consent in writing.
As per our attached report of even date
For Nisarg J. Shah & Co.
Chartered Accountants
Firm Regn. No. 128310W
Parag Bhatt
Partner
Membership No. F133342
UDIN No. : 25133342BMOYAH8805
Place : Ahmedabad
Date : 07th July 2025
287DEV ACCELERATOR LIMITED
Annexure I
Restated Consolidated Statement of Assets and Liabilities
(All amounts are in ₹ millions, unless otherwise stated)
Particulars Annexure VII As at March As at March As at March
Notes 31, 2025 31, 2024 31, 2023
I ASSETS
1 Non-current Assets
(a) Property, Plant and Equipment 2 605.77 557.78 315.90
(b) Capital work-in-progress 2.1 2.66 2.66 3.18
(c) Right of Use Assets 2.2 2,286.98 2,083.36 1,958.40
(d) Other Intangible assets 3 41.21 48.93 1.54
(e) Other Intangible assets under development 3.1 1.37 - -
(f) Goodwill 3 0.45 0.45 -
(g) Financial Assets
(i) Investments 4 531.48 90.95 9.50
(ii) Loans 5 364.96 83.55 1.20
(iii) Other Financial Assets 6 341.50 362.12 200.64
(h) Deferred tax assets (Net) 7 141.71 133.79 41.96
(i) Other non-current assets 8 51.21 76.32 68.41
Total Non-current Assets 4,369.30 3,439.91 2,600.73
2 Current Assets
(a) Inventories 9 - - 2.66
(b) Financial Assets
(i) Trade receivables 10 422.70 118.78 36.50
(ii) Cash and cash equivalents 11 33.63 5.43 5.44
(c) Current Tax Assets (Net) 12 160.22 65.22 34.98
(d) Other current assets 13 417.91 481.55 143.91
Total Current Assets 1,034.46 670.98 223.49
TOTAL ASSETS 5,403.76 4,110.89 2,824.22
II EQUITY AND LIABILITIES
1 Equity
(a) Equity Share capital 14 169.15 35.91 35.90
(b) Other Equity 15 378.71 251.97 (23.68)
2 Equity attributable to equity holders of the parent
(c) Non Controlling Interest 15 0.34 0.09 0.02
Total Equity 548.20 287.97 12.24
3 LIABILITIES
Non-current Liabilities
(a) Financial Liabilities
(i) Borrowings 16 989.37 701.12 239.11
(ii) Lease Liabilities 41 1,911.15 1,748.99 1,630.85
(iii) Other financial liabilities 17 453.72 274.25 214.33
(b) Provisions 18 3.38 1.96 1.18
Total Non-current Liabilities 3,357.62 2,726.32 2,085.47
4 Current Liabilities
(a) Financial Liabilities
(i) Borrowings 19 317.36 309.38 92.90
(ii) Trade payables 20
- Total outstanding dues of micro and small enterprises 40.50 38.47 -
- Total outstanding dues of trade payables other than micro 350.39 192.93 170.44
and small enterprises
(iii) Lease Liabilities 41 637.93 489.62 387.85
(b) Other current liabilities 21 145.12 61.63 67.18
(c) Provisions 22 6.64 4.57 8.14
Total Current Liabilities 1,497.94 1,096.60 726.51
TOTAL EQUITY AND LIABILITIES 5,403.76 4,110.89 2,824.22
The above Statement should be read with the Annexure VI - Material Accounting Policies and Other Explanatory Notes to Restated
Consolidated Statements, audited Consolidated Financial Statements as at and for the years ended March 31, 2025, March 31, 2024 and March
31, 2023 respectively and Annexure VII - Notes to Restated Consolidated Statements.
As per our attached report of even date For and on behalf of the Board of Directors of
Dev Accelerator Limited
For Nisarg J. Shah & Co. Sd/- Sd/-
Chartered Accountants Umesh Uttamchandani Parth Shah
Firm Regn. No. 128310W Managing Director Chairman
DIN : 07496423 DIN : 07496443
Sd/- Sd/- Sd/-
Parag Bhatt Anjan Trivedi Parthiv Panchal
Partner Company Secretary Jt. Chief Financial Officer
Membership No. F133342
UDIN No. : 25133342BMOYAH8805
Sd/-
Place : Ahmedabad Parin Shah
Date : 07th July 2025 Jt. Chief Financial Officer
288DEV ACCELERATOR LIMITED
Annexure II
Restated Consolidated Statement of Profit and Loss
(All amounts are in ₹ millions, unless otherwise stated)
Particulars Annexure VII For the Year For the Year For the Year
Notes ended March ended March ended March
31, 2025 31, 2024 31, 2023
I Revenue from operations 23 1,588.75 1,080.87 699.11
II Other income 24 190.13 26.45 14.56
III Total Income (I+II) 1,778.88 1,107.32 713.67
IV EXPENSES
Cost of Services 25 415.60 202.24 237.56
Employee Benefits Expense 26 131.92 75.36 67.43
Finance Costs 27 445.54 310.01 172.81
Depreciation and Amortization Expenses 28 522.17 450.02 301.01
Other Expenses 29 236.28 157.40 96.16
Total Expenses (IV) 1,751.51 1,195.03 874.97
V Restated Profit/(Loss) before exceptional 27.37 (87.71) (161.30)
items and tax (III-IV)
VI Share of Profit/(Loss) of Associates (0.38) 1.52 0.85
VII Exceptional Items - - -
VIII Restated Profit/(Loss) before tax (V-VI) 26.99 (86.19) (160.45)
IX Tax Expenses
Current Tax 13.77 1.30 -
Deferred Tax (7.88) (91.86) (32.15)
Adjustment of Tax for earlier years 3.37 - -
Total Tax Expenses (IX) 9.26 (90.56) (32.15)
X Restated Profit/(Loss) for the year (VIII-IX) 17.73 4.37 (128.30)
Less: Minority Share in Company 0.29 0.04 -
Restated Profit /(Loss) Attributable to 17.44 4.33 (128.30)
Owners
XI Other Comprehensive Income
Items that will not be reclassified to profit or (0.16) 0.08 0.11
(loss)
Income tax relating to items that will not be 0.04 (0.02) (0.03)
reclassified to profit or (loss)
XII Restated total Comprehensive Income/ 17.32 4.39 (128.22)
(Expense) for the year
Restated Earnings per Equity Share at face 30
value of ₹ 2 each
Basic 0.27 0.08 (2.55)
Diluted 0.27 0.08 (2.55)
The above Statement should be read with the Annexure VI - Material Accounting Policies and Other Explanatory Notes to
Restated Consolidated Statements, audited Consolidated Financial Statements as at and the years ended March 31, 2025,
March 31, 2024 and March 31, 2023 respectively and Annexure VII - Notes to Restated Consolidated Statements.
As per our attached report of even date For and on behalf of the Board of Directors of
Dev Accelerator Limited
For Nisarg J. Shah & Co. Sd/- Sd/-
Chartered Accountants Umesh Uttamchandani Parth Shah
Firm Regn. No. 128310W Managing Director Chairman
DIN : 07496423 DIN : 07496443
Sd/- Sd/- Sd/-
Parag Bhatt Anjan Trivedi Parthiv Panchal
Partner Company Secretary Jt. Chief Financial Officer
Membership No. F133342
UDIN No. : 25133342BMOYAH8805
Sd/-
Place : Ahmedabad Parin Shah
Date : 07th July 2025 Jt. Chief Financial Officer
289DEV ACCELERATOR LIMITED
Annexure III
Restated Consolidated Statement of Cash Flows
(All amounts are in ₹ millions, unless otherwise stated)
Particulars For the Year For the Year For the Year
ended March ended March ended March
31, 2025 31, 2024 31, 2023
A CASH FLOW FROM OPERATING ACTIVITIES
Restated Profit/(Loss) before tax 27.37 (87.71) (161.30)
Adjustments:
Depreciation and Amortization Expenses 522.17 450.02 301.01
Interest Income (43.11) (8.72) (1.32)
Finance Costs 445.54 310.01 172.81
Foreign Exchange fluctuation Loss (0.04) (0.02) -
Interest on Security Deposit(Lease) (12.73) (12.75) (6.62)
Share of profit/(loss) from Associates 0.38 (1.52) (0.85)
(Profit) / Loss on sale of Property, Plant and Equipment (0.04) 0.86 -
Liabilities no longer required written back (0.08) 0.80 2.33
Gain on fair valuation of investments (133.90) (0.87) -
Expected Credit Loss 6.37 0.50 1.93
Other Adjustments (0.07) (0.75) -
Operating Profit before Working Capital Changes 811.86 649.85 307.99
Changes in Working Capital :
Increase/(decrease) in Financial and other liabilities 266.39 50.86 192.06
Increase/(decrease) in Other Current Assets 88.75 (412.94) (81.38)
Increase/(decrease) in trade receivable (310.17) (82.28) (17.03)
(Increase)/decrease in Other Financial Assets 33.35 (161.46) (228.71)
Increase/(decrease) in trade payables 159.48 61.71 104.39
Net Changes in Working Capital 237.80 (544.11) (30.67)
Cash Generated from Operations 1,049.65 105.74 277.32
Income Tax paid (net of refund) (112.14) (30.12) (12.51)
Net Cash flow from Operating Activities 937.51 75.62 264.81
B CASH FLOW FROM INVESTING ACTIVITIES
Purchase of property, plant & equipment/intangible (116.26) (343.33) (241.05)
assets/capital work in progress(Net of capital advance)
Proceeds from Sale of property, plant & equipment 0.47 5.00 -
Proceeds from Sale/Redemption of Investment (Net) (307.01) (80.50) (1.72)
Share of profit/(loss) from associates (0.38) 1.52 0.85
Interest Income 43.11 8.72 1.32
Net Cash used in Investing Activities (380.08) (408.59) (240.60)
C CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from/(Repayment) of Borrowings (Net) 14.82 678.37 179.51
Finance cost (445.54) (310.01) (172.81)
Proceeds from issue of equity shares 242.63 271.43 161.69
Principal payment of Lease Liability (341.14) (306.82) (204.96)
Net Cash flow from / used in Financing Activities (529.22) 332.97 (36.57)
Net Increase/(Decrease) in cash & cash equivalents 28.20 - (12.36)
Opening Cash & Cash equivalent 5.43 5.44 17.80
Cash & Cash equivalent at the end of the year 33.63 5.43 5.44
The above Statement should be read with the Annexure VI - Material Accounting Policies and Other Explanatory
Notes to Restated Consolidated Statements, audited Consolidated Financial Statements as at and years
ended March 31, 2025, March 31, 2024 and March 31, 2023 respectively and Annexure VII - Notes to Restated
Consolidated Statements.
290DEV ACCELERATOR LIMITED
Notes:
1) The above Cash Flow Statement has been prepared under the ‘Indirect Method’ as set out in the Indian
Accounting Standard (Ind AS 7) ‘Statement of Cash Flows’
2) There are no non-cash investing and financing activities.
3) Changes in liabilities arising from financing activities
Particulars Balance as Cash Addition Others Balance as
at April 01, flows(Net) at March 31,
2024 2025
Borrowing 1,010.50 296.23 - - 1,306.73
Lease liabilities (refer note 41) 2,238.61 (588.71) 648.18 250.98 2,549.06
Particulars Balance as Cash Addition Others Balance as
at April 01, flows(Net) at March 31,
2023 2024
Borrowing 332.01 678.49 - - 1,010.50
Lease liabilities (refer note 41) 2,018.70 (600.12) 578.88 241.15 2,238.61
Particulars Balance as Cash Addition Others Balance as
at April 01, flows(Net) at March 31,
2022 2023
Borrowing 138.76 193.25 - - 332.01
Lease liabilities (refer note 41) 712.71 (343.11) 1,510.95 138.15 2,018.70
As per our attached report of even date For and on behalf of the Board of Directors of
Dev Accelerator Limited
For Nisarg J. Shah & Co. Sd/- Sd/-
Chartered Accountants Umesh Uttamchandani Parth Shah
Firm Regn. No. 128310W Managing Director Chairman
DIN : 07496423 DIN : 07496443
Sd/- Sd/- Sd/-
Parag Bhatt Anjan Trivedi Parthiv Panchal
Partner Company Secretary Jt. Chief Financial Officer
Membership No. F133342
UDIN No. : 25133342BMOYAH8805
Sd/-
Place : Ahmedabad Parin Shah
Date : 07th July 2025 Jt. Chief Financial Officer
291DEV ACCELERATOR LIMITED
Annexure IV
Restated Consolidated Statement of Changes in Equity
(All amounts are in ₹ millions, unless otherwise stated)
A. EQUITY SHARE CAPITAL
Particulars As at March 31 As at March 31, As at March 31,
2025 2024 2023
Nos.** Amount Nos.* Amount Nos.* Amount
₹ ₹ ₹
Balance at the beginning of the year 13,640 0.14 12,179 0.12 10,835 0.11
Add : Shares issued during the year 1,163 0.01 1,461 0.01 1,344 0.01
Add : Bonus Issue (900:1) 1,33,22,700 133.23 - - - -
Total 1,33,37,503 133.38 - - - -
Add : Subdivision (10:2) 5,33,50,012 - - - - -
Balance at the end of the year 6,66,87,515 133.38 13,640 0.14 12,179 0.12
*Face value of 10/- each
** Face value of 2/- each
B. OTHER EQUITY
Particulars Reserves and Surplus
Securities Retained Total
Premium Earning
Balance as at April 01, 2022 47.71 (104.85) (57.14)
Restated Profit/(Loss) for the year - (128.22) (128.22)
Issue of Equity Shares 161.68 - 161.68
Balance as at March 31, 2023 209.39 (233.07) (23.68)
Balance as at April 01, 2023 209.39 (233.07) (23.68)
Restated Profit/(Loss) for the year - 4.39 4.39
Issue of Equity Shares 271.35 - 271.35
Non Controlling Interest - (0.09) (0.09)
Balance as at March 31, 2024 480.74 (228.77) 251.97
Balance as at April 01, 2024 480.74 (228.77) 251.97
Profit/(Loss) for the year - 17.32 17.32
Issue of Equity Shares 242.99 - 242.99
Adjustment of Bonus Issue (133.23) - (133.23)
Non Controlling Interest - (0.34) (0.34)
Balance as at March 31, 2025 590.50 (211.79) 378.71
292DEV ACCELERATOR LIMITED
The above Statement should be read with the Annexure VI - Material Accounting Policies and Other Explanatory
Notes to Restated Consolidated Statements, audited Consolidated Financial Statements as at and for the years
ended March 31, 2025, March 31, 2024 and March 31, 2023 respectively and Annexure VII - Notes to Restated
Consolidated Statements.
As per our attached report of even date For and on behalf of the Board of Directors of
Dev Accelerator Limited
For Nisarg J. Shah & Co. Sd/- Sd/-
Chartered Accountants Umesh Uttamchandani Parth Shah
Firm Regn. No. 128310W Managing Director Chairman
DIN : 07496423 DIN : 07496443
Sd/- Sd/- Sd/-
Parag Bhatt Anjan Trivedi Parthiv Panchal
Partner Company Secretary Jt. Chief Financial Officer
Membership No. F133342
UDIN No. : 25133342BMOYAH8805
Sd/-
Place : Ahmedabad Parin Shah
Date : 07th July 2025 Jt. Chief Financial Officer
293DEV ACCELERATOR LIMITED
Annexure V
MATERIAL ACCOUNTING POLICIES AND OTHER EXPLANATORY NOTES TO
RESTATED CONSOLIDATED FINANCIAL STATEMENTS
(All amounts are in ` millions, unless otherwise stated)
1. GROUP OVERVIEW
Dev Accelerator Limited (the “Company” or “Parent company”)] was incorporated on August 29, 2020 with
its registered office in Ahmedabad. The company along with its subsidiaries (collectively referred to as the
“Group”) and its associate companies is primarily engaged in the business of providing workspace on rent,
integrated facility management income (facility management services) and enterprise workspace designing
and building services (construction and fit-out projects).
These Restated Consolidated Financial Statements were authorized for issue in accordance with a resolution
of the Board of Directors on July 07, 2025.
2. BASIS OF PREPARATION
The Restated Consolidated Financial Statements of the Group comprise of Restated Consolidated Financial
Statement of Assets and Liabilities for the as at March 31, 2025, March 31, 2024 and March 31, 2023, the Restated
Consolidated Statement of Profit and Loss (including Other Comprehensive Income) for the year ended
March 31, 2025, March 31, 2024 and March 31, 2023, Restated Consolidated Statement of Changes in Equity
and Restated Consolidated Statement of Cash Flows for the financial years ended March 31, 2025,
March 31, 2024 and March 31, 2023, and the Material accounting policies and explanatory notes
(collectively, the “Restated Consolidated Financial Information”) annexed to this report and prepared by the
Company for the purpose of inclusion in the Red Herring Prospectus (“RHP”) and Prospectus (collectively,
the "Issue Documents") to be filed by the Company with Securities and Exchange Board of India (“SEBI”) in
connection with proposed Initial public Offering (‘IPO’).
The Restated Consolidated Financial Statements have been prepared to comply in all material aspects with
the requirements of:
a) Section 26 of Part I of Chapter III of the Companies Act, 2013 (“the Act”);
b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2018, as amended (“ICDR Regulations”); and
c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of
Chartered Accountants of India (ICAI), as amended (the “Guidance Note”).
The Restated Consolidated Financial Statements of the Group have been prepared to comply in all
material respects with the Ind AS notified under the Companies (Indian Accounting Standards) Rules, 2015
and Companies (Indian Accounting Standards) amendment Rules 2016 (as amended from time to time),
presentation requirements of Division II of Schedule III to the Companies Act, 2013, (Ind AS compliant
Schedule III), as applicable to the consolidated financial statements and other relevant provisions of the Act.
The Restated Consolidated Financial Statement have been compiled from:
a) Audited Ind AS consolidated financial statements of the Group as at and for the financial year ended
March 31, 2025, March 31, 2024 and March 31, 2023 which were prepared to comply in all material
respects with the Indian Accounting Standards (Ind-AS) notified under the section 133 of the Act read
with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to
time) which have been approved by the Board of Directors at their meetings held on July 07, 2025, May
30, 2024 and September 09, 2023 respectively;
294DEV ACCELERATOR LIMITED
All the amounts included in the Restated Consolidated Summary Statement are presented in Indian Rupees
(`) and are rounded to the nearest millions, except per share data and unless stated otherwise.
The Restated Consolidated Financial Information have been prepared on accrual and going concern basis. The
Restated Consolidated Financial Statements has been prepared on a historical cost basis, except for certain
financial assets and liabilities measured at fair value (refer accounting policies on financial instruments and
Share-based payments). The accounting policies have been consistently applied by the Group in preparation
of the Restated Consolidated Financial Statements. These Restated Consolidated Financial Statements do
not reflect the effects of events that occurred subsequent to the respective dates of auditor’s reports on the
audited consolidated financial statements mentioned above.
The Restated Consolidated Financial Statements
a) have been prepared after incorporating adjustments for the changes in accounting policies, material
errors, if any, and regrouping/reclassifications retrospectively in the financial years ended March 31,
2025, March 31, 2024 and March 31, 2023; and
b) do not require any adjustment for qualification as there are no qualifications in the underlying audit reports.
All the amounts included in the Restated Consolidated Financial Statements are presented in Indian
Rupees (‘Rupees’ or ‘`’ Or ‘INR’) and are rounded to the nearest millions, except per share data and unless
stated otherwise.
PRINCIPLES OF CONSOLIDATION:
The Restated Consolidated Financial Statement comprises of the financial statements of the Company and
its subsidiaries. Control is achieved when the group is exposed, or has rights, to variable returns from its
involvement with the investee and has the ability to affect those returns through its power over the investee.
Specifically, the group controls an investee if and only if the group has:
• Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities
of the investee)
• Exposure, or rights, to variable returns from its involvement with the investee, and
• The ability to use its power over the investee to affect its returns.
Generally, there is a presumption that a majority of voting rights results in control. To support this presumption
and when the Company has less than a majority of the voting or similar rights of an investee, the
Company considers all relevant facts and circumstances in assessing whether it has power over an
investee, including:
• The contractual arrangement with the other vote holders of the investee
• Rights arising from other contractual arrangements
• The Company’s voting rights and potential voting rights
• The size of the Company’s holding of voting rights relative to the size and dispersion of the holdings of
the other voting rights holders.
The group re-assesses whether or not it controls an investee if facts and circumstances indicate that there
are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the
group obtains control over the subsidiary and ceases when the group loses control of the subsidiary. Assets,
liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the
Restated Consolidated Financial Statement from the date the group gains control until the date the group
ceases to control the subsidiary.
295DEV ACCELERATOR LIMITED
Restated Consolidated Financial Statement are prepared using uniform accounting policies for like
transactions and other events in similar circumstances. If a member of the Group uses accounting policies
other than those adopted in the Restated Consolidated Financial Statement for like transactions and
events in similar circumstances, appropriate adjustments were made to that Group member’s summary
statement in preparing the Restated Consolidated Financial Statement to ensure conformity with the group’s
accounting policies.
The Restated Financial statements of all entities used for the purpose of consolidation are drawn up to same
reporting date as that of the parent company, i.e., for the financial year ended on March 31, 2025, March 31,
2024 and March 31, 2023.
Consolidation Procedure for subsidiary:
a) Combine like items of assets, liabilities, equity, income, expenses and cash flows of the parent with
those of its subsidiaries. For this purpose, income and expenses of the subsidiary are based on the
amounts of the assets and liabilities recognized in the Restated Consolidated Financial Statement at the
acquisition date.
b) Offset (eliminate) the carrying amount of the parent’s investment in each subsidiary and the parent’s
portion of equity of each subsidiary. Business combinations policy explains how to account for any
related goodwill.
c) Eliminate in full intragroup assets and liabilities, equity, income, expenses and cash flows relating to
transactions between entities of the group (profits or losses resulting from intragroup transactions that
are recognized in assets, such as inventory and fixed assets, are eliminated in full). Intragroup losses may
indicate an impairment that requires recognition in the Restated Consolidated Financial Statement. Ind
AS - 12 “Income Taxes” applies to temporary differences that arise from the elimination of profits and
losses resulting from intragroup transactions.
Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders
of the parent of the Group and to the non-controlling interests, even if this results in the non-controlling
interests having a deficit balance. When necessary, adjustments are made to the summary statements of
subsidiary to bring their accounting policies into line with the group’s accounting policies. All intra-group
assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of
the group are eliminated in full on consolidation.
When the proportion of the equity held by non-controlling interests changes, the group adjust the carrying
amounts of the controlling and non-controlling interests to reflect the changes in their relative interests in
the subsidiary. The group recognizes directly in equity any difference between the amount by which the
non- controlling interests are adjusted and the fair value of the consideration paid or received, and attribute
it to the owners of the parent.
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity
transaction. If the group loses control over a subsidiary, it:
(i) Derecognizes the assets (including goodwill) and liabilities of the subsidiary
(ii) Derecognizes the carrying amount of any non-controlling interests
(iii) Derecognizes the cumulative translation differences recorded in equity
(iv) Recognizes the fair value of the consideration received
(v) Recognizes the fair value of any investment retained
(vi) Recognizes any surplus or deficit in profit or loss
296DEV ACCELERATOR LIMITED
(vii) Reclassifies the parent’s share of components previously recognized in OCI to profit or loss or retained
earnings, as appropriate, as would be required if the Group had directly disposed of the related assets
or liabilities.
3. MATERIAL ACCOUNTING POLICIES
(A) Corporate Information:
Dev Accelerator Limited (the “Company” or “Parent company”) was incorporated on August 29, 2020 with
its registered office in Ahmedabad. The company along with its subsidiaries (collectively referred to as the
“Group”) and its associate companies is primarily engaged in the business of providing workspace on rent,
integrated facility management income (facility management services) and enterprise workspace designing
and building services (construction and fit-out projects).
(B) Basis of Preparation:
1) Compliance with Ind AS
These financial statements have been prepared in accordance with the Indian Accounting Standards
(hereinafter referred to as the ‘Ind AS’) as notified by Ministry of Corporate Affairs pursuant to Section
133 of the Companies Act, 2013 (‘Act’) read with of the Companies (Indian Accounting Standards) Rules,
2015 as amended and other relevant provisions of the Act.
2) Historical cost convention
The financial statements have been prepared on a historical cost basis, except for the following:
a. certain financial assets and liabilities that are measured at fair value or amortized cost;
b. defined benefit plans - plan assets are measured at fair value;
c. Share Based Payments.
3) Current and non-current classification
All assets and liabilities have been classified as current or non-current as per the Group’s normal operating
cycle (twelve months) and other criteria set out in the Schedule III to the Act.
Deferred tax assets and liabilities are classified as non-current assets and liabilities.
The Operating cycle is the time between the acquisition of assets for processing and their realization in
cash and cash equivalents. The Company has identified twelve months as its operating cycle.
4) Rounding of amounts
All amounts disclosed in the financial statements and notes have been rounded off to the nearest
thousands as per the requirement of Schedule III, unless otherwise stated.
5) Key accounting estimates and judgments:
The estimates and judgments used in the preparation of the financial statements are continuously
evaluated by the Group and are based on historical experience and various other assumptions and
factors (including expectations of future events) that the Group believes to be reasonable under the
existing circumstances. Differences between actual results and estimates are recognized in the period in
which the results are known/ materialized.
The said estimates are based on the facts and events, that existed as at the reporting date, or that occurred
after that date but provide additional evidence about conditions existing as at the reporting date.
297DEV ACCELERATOR LIMITED
6) Fair value measurements:
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. The fair value measurement is based
on the presumption that the transaction to sell the asset or transfer the liability takes place either:
• In the principal market for the asset or liability or
• In the absence of a principal market, in the most advantageous market for the asset or liability.
The principal or the most advantageous market must be accessible by the Group.
The fair value of an asset or a liability is measured using the assumptions that market participants would use
when pricing the asset or liability, assuming that market participants act in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant’s ability to
generate economic benefits by using the asset in its highest and best use or by selling it to another
market participant that would use the asset in its highest and best use.
The group uses valuation techniques that are appropriate in the circumstances and for which sufficient
data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing
the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are
categorized within the fair value hierarchy, as described below, based on the lowest level input that is
significant to the fair value measurement as a whole:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs other than the quoted prices included within Level 1 that are observable for the asset or
liability, either directly or indirectly.
Level 3: Input that is significant to the value measurement is unobservable.
For assets and liabilities that are recognized in the financial statements on a recurring basis, the group
determines whether transfers have occurred between levels in the hierarchy by
Re-assessing categorization (based on the lowest level input that is significant to the fair value
measurement as a whole) at the end of each reporting period.
The Group’s management determines the policies and procedures for both recurring fair value
measurement and for non-recurring measurement.
External valuers are involved for valuation of significant assets. Involvement of external valuers is
decided upon annually by the management after discussion with and approval by the Board of directors.
Selection criteria include market knowledge, reputation, independence and whether professional
standards are maintained. The management decides, after discussions with the Group’s external valuers,
which valuation techniques and inputs to use for each case.
At each reporting date, the management analyses the movements in the values of assets and liabilities
which are required to be re-measured or re-assessed as per the Group’s accounting policies. For this
analysis, the management verifies the major inputs applied in the latest valuation by agreeing the
information in the valuation computation to contracts and other relevant documents.
The management, in conjunction with the Group’s external valuers, also compares the change in the
fair value of each asset and liability with relevant external sources to determine whether the change is
reasonable on yearly basis.
298DEV ACCELERATOR LIMITED
For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on
the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value
hierarchy, as explained above.
7) Property Plant & Equipment:
Property, plant and equipment are stated at cost, net of recoverable taxes, less depreciation and
impairment losses, if any. Such cost includes purchase price, borrowing cost and other cost directly
attributable to the acquisition of the items.
Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as
appropriate, only when it is probable that future economic benefits associated with the item will flow
to the Group and the cost of the item can be measured reliably. The carrying amount of any component
accounted for as a separate asset is derecognized when replaced. All other repairs and maintenance are
charged to the Statement of Profit and Loss during the reporting period in which they are incurred.
All expenditure incurred towards fixed assets including expenditure incurred during construction / new
projects are accumulated and shown as capital work in progress and not depreciated until such assets
are ready for commercial use.
Depreciation methods, estimated useful lives and residual value
Depreciation is provided on straight line Method on the basis of Useful Life prescribed in Schedule II to
the Companies Act, 2013.
The Group depreciates its property, plant and equipment over the useful life in the manner prescribed
in Schedule II to the Act, and management believe that useful life of assets are same as those prescribed
in Schedule II to the Act.
Useful life considered for calculation of depreciation for various assets class are as follows-
Computers 3 - 5 Years
Furniture and Fixtures 10 - 15 Years
Office Equipment 5 – 10 Years
Intangible Assets 5 – 10 Years
Electric Installation 10 Years
The residual values are not more than 5% of the original cost of the asset. The assets residual values and
useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.
Gains and losses on disposals are determined by comparing proceeds with carrying amount.
These are included in the Statement of Profit and Loss.
8) Intangible Assets:
Intangible assets are stated at acquisition cost net of tax/ duty credits availed, if any, and net of
accumulated amortization. Gains or losses arising from the retirement or disposal of an intangible asset
are determined as the difference between the net disposal proceeds and the carrying amount of the
asset and recognized as income or expense in the profit or Loss. Intangible assets are amortized on the
straight line method.
Research and Development Costs
Research costs are expensed as incurred. Development costs are expensed as incurred unless technical and
commercial feasibility of the project is demonstrated, future economic benefits are probable, availability
of resources to complete the asset is established, the Group has intention and ability to complete and
299DEV ACCELERATOR LIMITED
use the asset and the costs are reliably measured, in which case such expenditure is capitalized. The
amount capitalized comprises expenditure that can be directly attributed or allocated on a reasonable
and consistent basis for creating, producing and making the asset ready for its intended use.
Amortization method and useful life
The Group amortizes Intangible Assets using the WDV over the period of 5 years for goodwill and 10
years for other Intangible Assets.
9) Cash and Cash Equivalents:
For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash
on hand, cash at bank, deposits held at call with financial institutions, other short-term highly liquid
investments with original maturities of three months or less that are readily convertible to known
amounts of cash and which are subject to an insignificant risk of changes in value.
10) Financial Instruments - initial recognition and subsequent measurement:
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial
liability or equity instrument of another entity.
i. Financial assets
(a) Classification
The Group classifies its financial assets in the following measurement categories:
• Those to be measured subsequently at fair value (either through other comprehensive
income, or through profit or loss), and
• Those measured at amortized cost.
The classification depends on the entity’s business model for managing the financial assets
and the contractual terms of the cash flows.
For assets measured at fair value, gains and losses will either be recorded in profit or loss or other
comprehensive income. For investments in debt instruments, this will depend on the business
model in which the investment is held. For investments in equity instruments, this will depend
on whether the Group has made an irrevocable election at the time of initial recognition to
account for the equity investment at fair value through other comprehensive income.
The Group reclassifies debt investments when and only when its business model for managing
those assets changes.
(b) Recognition
Regular way purchases and sales of financial assets are recognized on trade-date, being the
date on which the Group commits to purchase or sale the financial asset.
(c) Measurement
At initial recognition, the Group measures a financial asset at its fair value plus, in the case
of a financial asset not at fair value through profit or loss, transaction costs that are directly
attributable to the acquisition of the financial asset. Transaction costs of financial assets carried
at fair value through profit or loss are expensed in Statement of profit and loss.
Financial assets with embedded derivatives are considered in their entirety when determining
whether their cash flows are solely payment of principal and interest.
300DEV ACCELERATOR LIMITED
Debt ins truments
Subsequent measurement of debt instruments depends on the Group’s business model for
managing the asset and the cash flow characteristics of the asset. The Group classifies its debt
instruments as follows:
Amortized cost: Assets that are held for collection of contractual cash flows where those cash
flows represent solely payments of principal and interest are measured at amortized cost. A
gain or loss on a debt investment that is subsequently measured at amortized cost and is not
part of a hedging relationship is recognized in profit or loss when the asset is derecognized
or impaired. Interest income from these financial assets is included in other income using the
effective interest rate method.
Equity instruments
The Group subsequently measures equity investment at fair value. The Group’s Management
elects to present fair value gains and losses on equity investments in other comprehensive
income on an instrument by instrument basis.
Equity investment in subsidiaries, associates and joint venture are carried at historical cost as
per the accounting policy choice given by IND AS 27.
(d) Impairment of financial assets
The Group assesses on a forward looking basis the expected credit losses associated with its
assets carried at amortized cost. The impairment methodology applied depends on whether
there has been a significant increase in credit risk.
For trade receivables, the Group applies the simplified approach permitted by Ind AS 109
Financial Instruments, which requires expected lifetime losses to be recognized from initial
recognition of the receivables.
(e) Derecognition of financial assets
A financial asset is derecognized only when
• The Group has transferred the rights to receive cash flows from the financial asset or
• retains the contractual rights to receive the cash flows of the financial asset, but assumes
a contractual obligation to pay the cash flows to one or more recipients.
Where the entity has transferred an asset, the Group evaluates whether it has transferred
substantially all risks and rewards of ownership of the financial asset. In such cases, the financial
asset is derecognized. Where the entity has not transferred substantially all risks and rewards
of ownership of the financial asset, the financial asset is not derecognized. Where the entity has
neither transferred a financial asset nor retains substantially all risks and rewards of ownership
of the financial asset, the financial asset is derecognized if the Group has not retained control of
the financial asset. Where the Group retains control of the financial asset, the asset is continued
to be recognized to the extent of continuing involvement in the financial asset.
ii. Financial liabilities
(a) Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through
profit or loss, loans and borrowings, payables, as appropriate.
All financial liabilities are recognized initially at fair value and, in the case of loans and
borrowings and payables, net of directly attributable transaction costs.
301DEV ACCELERATOR LIMITED
The Group’s financial liabilities include trade and other payables, loans and borrowings.
(b) Subsequent measurement of financial liabilities
The measurement of financial liabilities depends on their classification, as described below:
• Financial liabilities at fair value through profit or loss or
• Financial liabilities at amortized cost.
(c) Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the balance
sheet if there is a currently enforceable legal right to offset the recognized amounts and there is an
intention to settle on a net basis, to realize the assets and settle the liabilities simultaneously.
11) Borrowing Cost:
Borrowing costs directly attributable to the acquisition, construction or production of an asset that
necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized
as part of the cost of the asset. All other borrowing costs are expensed in the period in which they
occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the
borrowing of funds. Borrowing cost also includes exchange differences to the extent regarded as an
adjustment to the borrowing costs.
12) Revenue Recognition:
Revenue is recognized to the extent that it is probable that the economic benefits will flow to the
Group and the revenue can be reliably measured.
Revenue from contracts with customers:
- Revenue is recognized on the basis of approved contracts regarding the transfer of goods or services
to a customer for an amount that reflects the consideration to which the entity expects to be entitled in
exchange for those goods and services.
- Revenue is measured at the amount of transaction price after taking into account the amount of
discounts, incentives, volume rebates, outgoing taxes on sales. Any amounts receivable from the
customer are recognised as revenue after the control over the goods sold are transferred to the
customer.
- Variable consideration - This includes incentives, volume rebates, discounts etc. It is estimated at
contract inception considering the terms of various schemes with customers and constrained until it is
highly probable that a significant revenue reversal in the amount of cumulative revenue recognised will
not occur when the associated uncertainty with the variable consideration is subsequently resolved. It
is reassessed at the end of each reporting period.
Rental income (Managed Space Services & Co-working Space): Revenue is respect of rental services
is recognized on an accrual basis, in accordance with the terms of the respective contract as and when
the Group satisfies performance obligations by delivering the services as per contractual agreed terms.
Facility management & Other Services: Revenue from facility management services is recognized
monthly, on accrual basis, in accordance with the terms of the respective agreement as and when
services are rendered.
302DEV ACCELERATOR LIMITED
Designing & Execution: Construction and fit-out projects where the Group is acting as a contractor,
revenue is recognized in accordance with the terms of the construction agreements. Under such
contracts, assets created does not have an alternative use and the Group has an enforceable right to
payment.
The Group uses cost based input method for measuring progress for performance obligation satisfied
over time. Under this method, the Group recognizes revenue in proportion to the actual project cost
incurred as against the total estimated project cost. The management reviews and revises its measure
of progress periodically and are considered as change in estimates and accordingly, the effect of such
changes in estimates is recognised prospectively in the period in which such changes are determined.
However, when the total project cost is estimated to exceed total revenues from the project, the loss is
recognized immediately.
As the outcome of the contracts cannot be measured reliably during the early stages of the project,
contract revenue is recognized only to the extent of costs incurred in the restated consolidated
summary statement of profit and loss.
Payroll Management Service: when payroll processing and related compliance (like PF, ESI, TDS
filings) are bundled as a single service, it is treated as one combined performance obligation. Revenue
is recognized over time, typically monthly, as the integrated service is delivered and the client receives
and consumes the benefit continuously.
Other Revenue:
Interest income is recognized on a time proportion basis taking into account the amount outstanding
and the applicable rate of interest.
Interest received on delayed payment is accounted on receipt basis.
Revenue in respect of insurance/other claims etc., is recognized only when it is reasonably certain
that the ultimate collection will be made.
Dividends
Dividends are generally recognized in the Statement of Profit and Loss only when the right to
receive payment is established.
13)S egment Ac counting:
The group operates in a single segment and in line with Ind AS - 108 - “Operating Segments”, the
operation of the group fall under “Renting and provision of Co-working spaces” business which is
considered to be the only reportable business segment. The activities carried out by the associate
are not reviewed separately and the criteria for identifying operating segments are not met hence
Segment Reporting is not applicable in respect of the Associate Company.
14) Provisions and contingent liabilities:
Provisions are recognized when the Group has a present legal or constructive obligation as a result
of past events, it is probable that an outflow of resources will be required to settle the obligation
and the amount can be reliably estimated. Provisions are not recognized for future operating losses.
Provisions are measured at the present value of management’s best estimate of the expenditure
required to settle the present obligation at the end of the reporting period. The discount rate used
to determine the present value is a pre-tax rate that reflects current market assessments of the time
value of money and the risks specific to the liability. The increase in the provision due to the passage
of time is recognized as interest expense.
Contingent Liabilities are disclosed in respect of possible obligations that arise from past events but
their existence will be confirmed by the occurrence or non-occurrence of one or more uncertain
future events not wholly within the control of the Group or where any present obligation cannot
be measured in terms of future outflow of resources or where a reliable estimate of the obligation
303DEV ACCELERATOR LIMITED
cannot be made. The Group does not recognize a contingent liability but discloses its existence in
the financial statements.
15) Employee Benefits:
Short-term obligations
Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled
wholly within 12 months after the end of the period in which the employees render the related
service are recognized in respect of employees’ services up to the end of the reporting period and
are measured at the amounts expected to be paid when the liabilities are settled.
Other long-term employee benefit obligations
The liabilities for earned leave and sick leave that are not expected to be settled wholly within 12
months are measured as the present value of expected future payments to be made in respect
of services provided by employees up to the end of the reporting period using the projected
unit credit method.
Post-employment obligations
The Group operates the following post-employment schemes:
(a) defined contribution plans such as provident fund, employee state insurance scheme.
16) Foreign Currency Translations:
(i) Functional and presentation currency
The financial statements are presented in Indian rupee (INR), which is Group’s functional and
presentation currency.
(ii) Transactions and balances
Transactions in foreign currencies are recognized at the prevailing exchange rates on the
transaction dates. Realized gains and losses on settlement of foreign currency transactions are
recognized in the Statement of Profit and Loss.
Monetary foreign currency assets and liabilities at the year-end are translated at the year-end
exchange rates and the resultant exchange differences are recognized in the Statement of
Profit and Loss.
Non-monetary items that are measured in terms of historical cost in a foreign currency are
translated using the exchange rates at the dates of the initial transactions.
17) Leases:
As a Lessee
At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract
is or contains a lease if the contract conveys the right to control the use of an identified asset for a
period of time in exchange for consideration.
The Group recognizes a Right-of-Use (ROU) asset and a lease liability at the lease commencement
date. The ROU asset is initially measured at cost, which comprises the initial amount of the lease
liability adjusted for any lease payment made at or before the commencement date, plus any initial
direct cost incurred and an estimate of costs to dismantle and remove the underlying asset or to
restore the underlying asset or the site on which it is located, less any lease incentive received.
304DEV ACCELERATOR LIMITED
The ROU asset is subsequently depreciated using the straight-line method from the commencement
date to the earlier of the end of the useful life of the ROU asset or the end of the lease term. The
estimated useful lives of ROU assets are determined on the same basis as those of Property, Plant
and Equipment. In addition, the ROU asset is periodically reduced by impairment losses, if any, and
adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid
at the commencement date, discounted using the interest rate implicit in the lease or, if that rate
cannot be readily determined, and the Group’s incremental borrowing rate. Generally, the Group
uses its incremental borrowing rate as the discount rate.
Short-term leases and leases of low-value assets
The Group has elected not to recognize right-to-use assets and lease liabilities for short-term lease
that have a lease term of 12 months or less and leases of low-value assets. The Group recognize
the lease payments associated with these leases as an expense on a straight-line basis over
the lease term.
18) Income Taxes:
The income tax expense or credit for the period is the tax payable on the current period’s taxable
income based on the applicable income tax rate adjusted by changes in deferred tax assets and
liabilities attributable to temporary differences and to unused tax losses.
Deferred income tax is provided in full, using the liability method on temporary differences arising
between the tax bases of assets and liabilities and their carrying amount in the financial statement.
Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially
enacted by the end of the reporting period and are excepted to apply when the related deferred
income tax assets is realized or the deferred income tax liability is settled.
Deferred tax assets are recognized for all deductible temporary differences and unused tax losses,
only if, it is probable that future taxable amounts will be available to utilize those temporary
differences and losses.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current
tax assets and liabilities and when the deferred tax balances relate to the same taxation authority.
Current tax assets and tax liabilities are off set where the Group has a legally enforceable right
to offset and intends either to settle on a net basis, or to realize the asset and settle the liability
simultaneously.
Current and deferred tax is recognized in the Statement of Profit and Loss, except to the extent that
it relates to items recognized in other comprehensive income or directly in equity. In this case, the
tax is also recognized in other comprehensive income or directly in equity, respectively.
19) Earnings per Share:
Basic earnings per share
• Basic earnings per share is calculated by dividing:
• the profit attributable to owners of the Company
• Weighted average number of equity shares outstanding during the financial year, adjusted for
bonus elements in equity shares issued during the year and excluding treasury shares.
305DEV ACCELERATOR LIMITED
Diluted earnings per share
Diluted earning per share adjusts the figures used in determination of basic earnings per share to
take into account:
• the after income tax effect of interest and other financing costs associated with dilutive
potential equity shares, and
• the weighted average number of additional equity shares that would have been outstanding
assuming the conversion of all dilutive potential equity shares.
20) Cash Flow Statement:
The Cash Flow statement is prepared by the “Indirect method” set out in Ind AS-7 on “Cash Flow
Statement“ and presents the cash flows by operating, investing and financing activities of the
Group. Cash and cash Equivalent presented in the cash flow statement consist of cash on hand and
demand deposits with banks.
The amendment to Ind AS 7 requires the entities to provide disclosures that enable users of Financial
Statements to evaluate changes in Liabilities arising from financing activities, inducing both changes
arising from cash flows and non-cash changes, suggesting inclusion of a reconciliation between the
opening and closing balances in the Balance Sheet for liabilities arising from financing activities, to
meet the disclosure requirement.
21) Critical estimates and judgments:
The preparation of financial statements requires the use of accounting estimates may not
match the actual results. Management also needs to exercise judgment in applying the group’s
accounting policies.
This note provides an overview of the areas that involved a higher degree of judgment or complexity,
and items which are more likely to be materially adjusted due to estimates and assumptions
turning out to be different than those originally assessed. Detailed information about each of these
estimates and judgments is included in relevant notes together with information about the basis of
calculation for each affected line item in the financial statements.
22) Impairment of Non-Financial Assets:
The Group assesses at each reporting date whether there is an indication that a non-financial
asset may be impaired based on internal/external factors. An asset is treated as impaired when
the carrying cost of asset exceeds its recoverable Value. An impairment loss is charged to the
statement of Profit and Loss in the year in which an asset is identified as impaired. The impairment
loss recognized in earlier accounting period is reversed if there has been a change in the estimate
of recoverable amount. After impairment, depreciation is provided on the revised carrying amount
of the asset over its remaining useful life.
23) Cash Dividend:
The Company recognizes a liability to make cash distributions to equity holders of the Company
when the distribution is authorized, and the distribution is no longer at the discretion of the
Company. Final dividends on shares are recorded as a liability on the date of approval by the
shareholders and interim dividends are recorded as a liability on the date of declaration by the
Company’s Board of Directors.
306DEV ACCELERATOR LIMITED
24) Events occurring after the balance sheet date
Assets and liabilities are adjusted for events occurring after the reporting period that provides
additional evidence to assist the estimation of amounts relating to conditions existing at the end of
the reporting period.
(B) Recent Accounting Pronouncements
Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under
Companies (Indian Accounting Standards) Rules as issued from time to time. During the year ended March 31,
2025, MCA has notified Ind AS 117 – “Insurance Contracts” and amendments to Ind AS 116 – “Leases”, relating
to sale and lease back transactions, applicable from April 1, 2024. The Company has assessed that there is no
impact on its financial statements.
On May 9, 2025, MCA notified the amendments to Ind AS 21 – “Effects of Changes in Foreign Exchange Rates”.
These amendments aim to provide clearer guidance on assessing currency exchangeability and estimating
exchange rates when currencies are not readily exchangeable. The amendments are effective for annual
periods beginning on or after April 1, 2025. The Company is currently assessing the probable impact of these
amendments on its financial statements.
307DEV ACCELERATOR LIMITED
Annexure VI
STATEMENT OF ADJUSTMENTS TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS AS AT AND
FOR THE YEARS ENDED MARCH 31, 2025, MARCH 31, 2024 AND MARCH 31, 2023
(All amounts are in ₹ millions, unless otherwise stated)
1 MATERIAL REGROUPING
Appropriate regrouping/reclassification have been made in the Restated Consolidated Financial Statement
of Assets and Liabilities, Restated Consolidated Financial Statement of Profit and Loss, wherever required, by
reclassification of the corresponding items of income, expenses, assets and liabilities , in order to bring them
in line with the accounting policies and classification as per the Audited Consolidated Financial statements for
the period ended March 31, 2025 prepared in accordance with Schedule III (Division II) of the Act, as amended,
requirements of Ind AS 1 - ‘Presentation of financial statements’ and other applicable Ind AS principles and
the requirements of the Securities and Exchange Board of India (Issue of Capital & Disclosure Requirements)
Regulations, 2018, as amended. The material regrouping has been disclosed as under:
Particulars Head Regrouping Regrouping Regrouping Nature
FY 2024-25 FY 2023-24 FY 2022-23
Asset Loans - 82.21 - Regrouped Amount for
Better presentation
Other non-current - (82.21) -
assets
Liabilities Short term - 94.83 13.22 Regrouped Amount for
borrowings Better presentation
Other current - (94.83) (13.22)
liabilities
The above reclassifications in previous year have been made, wherever necessary to confirm to the current
year classification/disclosure and do not have any impact on the profit, hence there is no change in the
restated basic and diluted earnings per share of the previous year. These reclassifications do not have any
impact on the restated equity.
2 CASH FLOW
Particulars Head Regrouping Regrouping Regrouping Nature
FY 2024-25 FY 2023-24 FY 2022-23
Cash Flow Share of profit/(loss) - (1.52) - Regrouped Amount for
From from Associates Better presentation
Operating
Gain on fair - (0.87) -
Activities
valuation of
investments
Cash Flow Proceeds from Sale/ - 0.87 - Regrouped Amount for
From Redemption of Better presentation
Financing Investment (Net)
Activities
Share of profit/(loss) - 1.52 -
from associates
The above reclassifications in previous year have been made, wherever necessary to confirm to the current
year classification/disclosure and do not have any impact on the profit, hence there is no change in the
restated basic and diluted earnings per share of the previous year. These reclassifications do not have any
impact on the restated equity.
308DEV ACCELERATOR LIMITED
3 NON-ADJUSTING ITEMS
A) Emphasis of Matters not requiring adjustments to Restated Consolidated Financial Statements are
reproduced below in respect of the Audited Consolidated Financial Statements for the years ended
March 31,2025, March 31, 2024, and March 31, 2023.
There are no audit Emphasis of Matter in auditor’s report for the years ended March 31,2025, March
31, 2024, and March 31, 2023.
B) Audit qualifications for the respective years, which do not require any adjustments in the restated
consolidated Financial Statement are as follows:
There are no audit qualification in auditor’s report for the years ended March 31,2025, March 31,
2024, and March 31, 2023.
Further, there are no audit qualification in the annexure to the Auditors’ report issued under
Companies (Auditor’s Report) Order, 2020, on the standalone financial statements for the years
ended March 31,2025, March 31, 2024, and March 31, 2023.
In respect of following entity, undisputed statutory dues including goods and service tax, employees’
state insurance, income-tax, cess and other statutory dues have generally been regularly deposited
with the appropriate authorities. There are a few instances where there has been a slight delay in
payment of income tax/TDS.
309DEV ACCELERATOR LIMITED
Annexure VII
Notes to Restated Consolidated Financial Statements
(All amounts are in ₹ millions, unless otherwise stated)
2 PROPERTY, PLANT AND EQUIPMENT
Particulars Furniture Office Computer Electric Total
and fixtures Equipments Installation
Gross Carrying Value
Balance as at March 31, 2022 94.76 16.59 5.71 0.27 117.33
Additions 237.13 2.71 1.21 - 241.05
Deduction & Adjustment - - - - -
Reclassification as held for sale - - - - -
Balance as at March 31, 2023 331.89 19.30 6.92 0.27 358.38
Additions 287.95 6.26 1.15 - 295.36
Deduction & Adjustment (6.73) - - - (6.73)
Balance as at March 31, 2024 613.11 25.56 8.07 0.27 647.01
Additions 110.60 0.44 3.70 - 114.75
Deduction & Adjustment (0.45) (0.02) - - (0.47)
Balance as at March 31, 2025 723.26 25.98 11.77 0.27 761.29
Accumulated Depreciation
Balance as at March 31, 2022 10.24 7.38 2.42 0.06 20.10
Deduction & Adjustment - - - - -
Depreciaton for the period 17.90 3.09 1.36 0.03 22.38
Balance as at March 31, 2023 28.14 10.47 3.78 0.09 42.48
Deduction & Adjustment (0.85) - - - (0.85)
Depreciaton for the period 43.69 2.94 0.94 0.03 47.60
Balance as at March 31, 2024 70.98 13.41 4.72 0.12 89.23
Deduction & Adjustment (0.04) (0.00) - - (0.04)
Depreciaton for the period 62.29 2.71 1.30 0.03 66.33
Balance as at March 31, 2025 133.23 16.12 6.02 0.15 155.52
Net carrying Value
Balance as at March 31, 2023 303.75 8.83 3.14 0.18 315.90
Balance as at March 31, 2024 542.13 12.15 3.35 0.15 557.78
Balance as at March 31, 2025 590.04 9.86 5.76 0.12 605.77
310DEV ACCELERATOR LIMITED
Notes to Restated Consolidated Financial Statements
(All amounts are in ₹ millions, unless otherwise stated)
2.1 Capital Work in Progress
Particulars Total
Balance as at March 31, 2022 3.18
Add: Additions during the year -
Deduction & Adjustment -
Reclassification as held for Sale -
Balance as at March 31, 2023 3.18
Add: Additions during the year 2.66
Deduction & Adjustment (3.18)
Balance as at March 31, 2024 2.66
Add: Additions during the year 16.59
Deduction & Adjustment (16.59)
Balance as at March 31, 2025 2.66
Ageing schedule for Capital Work-in-Progress: March 31, 2025
CWIP Amount in CWIP Total
Less than 1-2 years 2-3 years More than
1 year 3 years
Projects in progress - 2.66 - - 2.66
Projects temporarily suspended - - - - -
Ageing schedule for Capital Work-in-Progress: March 31, 2024
CWIP Amount in CWIP Total
Less than 1-2 years 2-3 years More than
1 year 3 years
Projects in progress 2.66 - - - 2.66
Projects temporarily suspended - - - - -
Ageing schedule for Capital Work-in-Progress: March 31, 2023
CWIP Amount in CWIP Total
Less than 1-2 years 2-3 years More than
1 year 3 years
Projects in progress - 3.18 - - 3.18
Projects temporarily suspended - - - - -
Note: There are no projects in progress under capital work-in-progress whose completion is overdue or
has exceeded its cost compared to its original plan.
311DEV ACCELERATOR LIMITED
Notes to Restated Consolidated Financial Statements
(All amounts are in ₹ millions, unless otherwise stated)
2.2 Right-of-Use Asset*
Particulars Total
Balance as at March 31, 2022 687.18
Add: Additions during the year 1,549.57
Less: Depreciation provided during the year (278.35)
Balance as at March 31, 2023 1,958.40
Add: Additions during the year 600.93
Less: Depreciation provided during the year (401.77)
Less: Deduction & Adjustment (74.20)
Balance as at March 31, 2024 2,083.36
Add: Additions during the year 671.71
Less: Depreciation provided during the year (4 4 7. 9 8)
Less: Deduction & Adjustment (20.11)
Balance as at March 31, 2025 2,286.98
*Refer note 41
3 Other Intangible Assets
Particular Computer Trademark Computer DevX Goodwill Total
Software Server Collab -
Application
Gross Carrying Value
Balance as at March 31, 2022 0.34 0.08 0.41 1.58 - 2.41
Additions - - - - - -
Deduction & Adjustment - - - - - -
Reclassification as held for sale - - - - - -
Balance as at March 31, 2023 0.34 0.08 0.41 1.58 - 2.41
Additions 48.04 - - - 0.45 48.49
Deduction & Adjustment - - - - - -
Balance as at March 31, 2024 48.38 0.08 0.41 1.58 0.45 50.90
Additions 0.01 - 0.12 - - 0.14
Deduction & Adjustment - - - - - -
Balance as at March 31, 2025 48.39 0.08 0.53 1.58 0.45 51.04
Amortization
Balance as at March 31, 2022 0.02 0.03 0.22 0.32 - 0.59
Deduction & Adjustment - - - - - -
Depreciaton for the period 0.05 0.01 0.06 0.16 - 0.28
Reclassification as held for sale - - - - - -
312DEV ACCELERATOR LIMITED
Notes to Restated Consolidated Financial Statements
(All amounts are in ₹ millions, unless otherwise stated)
Particular Computer Trademark Computer DevX Goodwill Total
Software Server Collab -
Application
Balance as at March 31, 2023 0.07 0.04 0.28 0.48 - 0.87
Deduction & Adjustment - - - - - -
Depreciaton for the period 0.42 0.01 0.06 0.16 - 0.65
Balance as at March 31, 2024 0.49 0.05 0.34 0.64 - 1.52
Deduction & Adjustment
Depreciaton for the period 7.66 0.01 0.03 0.16 7.86
Balance as at March 31, 2025 8.15 0.05 0.37 0.80 - 9.38
Net carrying Value
Balance as at March 31, 2023 0.27 0.04 0.13 1.10 - 1.54
Balance as at March 31, 2024 47.88 0.03 0.07 0.94 0.45 49.38
Balance as at March 31, 2025 40.24 0.03 0.16 0.78 0.45 41.66
3.1 Other Intangible Assets
Particular Intangibles Total
under
Development
Balance as at March 31, 2024 - -
Additions 1.37 1.37
Disposals & Adjustment - -
Reclassification as held for sale - -
Balance as at March 31, 2025 1.37 1.37
Amortization -
Balance as at March 31, 2024 - -
Disposals & Adjustment - -
Depreciaton for the period - -
Reclassification as held for sale - -
Balance as at March 31, 2025 - -
Net carrying amount - -
Balance as at March 31, 2023 - -
Balance as at March 31, 2024 - -
Balance as at March 31, 2025 1.37 1.37
Intangible assets under development include a website currently being developed to support the
Company’s operations and enhance its digital presence. As per the project plan, the website is expected
to be completed and made live within the next six months.
313DEV ACCELERATOR LIMITED
Notes to Restated Consolidated Financial Statements
(All amounts are in ₹ millions, unless otherwise stated)
4 NON-CURRENT INVESTMENTS
Particulars As at As at As at
March 31, March 31, March 31,
2025 2024 2023
Investment in quoted Equity Instruments - At FVTPL
ICICI Prudential Mutual Fund # 135.83 75.87 -
Investment in Unquoted Equity Instruments - At FVTPL
Redicine Medsol Pvt Ltd 1.31 0.00 0.00
Natureovedic Consumers Private Limited 4.40 1.01 -
Indiesemic Private Limited 123.91 2.01 0.01
Growfitter Pvt Ltd 2.15 4.80 4.80
Investment in Unquoted Equity Instruments of Associates
Entities - At Cost
Scaleax Advisory Private Limited - 0.50 -
Janak Urja Pvt. Ltd 257.40 - -
Investment in Limited Liability Partnerships
Fracto Prop LLP* 0.95 0.35 0.30
Swadesh Venture Fund LLP 0.09 0.41 0.23
Finclave Accel LLP 3.15 3.73 2.33
Las Olas Ventures LLP 1.79 1.77 1.29
Investment in Compulsory Convertible Debentures - At Cost
Intents Mobi Pvt Ltd 0.50 0.50 0.50
Total of Investments 531.48 90.95 9.46
Aggregate carrying value of quoted investments 135.83 75.87 -
Aggregate market value of quoted investments 135.83 75.87 -
Aggregate book value of unquoted investments 395.65 15.08 9.46
* The Company divested its entire capital contribution of ₹5,000 in Fractocorp LLP (out of the total LLP capital of ₹10,000) on May 05, 2025.
Pursuant to this divestment, the Company’s effective stake in the LLP stands at NIL, and the investment has been fully derecognized in
accordance with applicable Ind AS.
#Lien marked
5 LOANS (NON CURRENT)
Particulars As at As at As at
March 31, March 31, March 31,
2025 2024 2023
Loans to Employees 0.77 1.34 1.20
Other loans and advances * 364.19 82.21 -
Total 364.96 83.55 1.20
*Refer note no. 35 for transactions with related party
314DEV ACCELERATOR LIMITED
Notes to Restated Consolidated Financial Statements
(All amounts are in ₹ millions, unless otherwise stated)
6 OTHER FINANCIAL ASSETS (NON-CURRENT)
Particulars As at As at As at
March 31, March 31, March 31,
2025 2024 2023
Security Deposit 215.33 192.51 157.23
Interest receivable 0.29
Bank Deposits* 125.88 169.61 43.41
Total 341.50 362.12 200.64
* Bank Deposits with more than 12 Months Maturity
* Bank Deposits amounts to March 31,2025: ₹ 125.88 March 31, 2024: ₹ 169.60 March 31, 2023: ₹ 43.41 ; are lien marked.
7 DEFERRED TAX ASSETS/(LIABILITIES) (NET)
Particulars As at As at As at
March 31, March 31, March 31,
2025 2024 2023
Opening Balance 133.79 41.95 9.84
Add/(Less): Assets/(Liabilities) for the year 7.92 91.84 32.12
Total 141.71 133.79 41.96
7.1 Component of Deferred Tax Assets/(Liabilities) (Net)
Particulars As at As at As at
March 31, March 31, March 31,
2025 2024 2023
Depreciation (4.82) (4.56) (1.60)
Other Timing Differences* 146.53 138.35 43.56
Total 141.71 133.79 41.96
*Refer note 42.2 (b)
7.2 Component of Deferred Tax Assets/(Liabilities) (Net)
Particulars As at As at As at
March 31, March 31, March 31,
2025 2024 2023
Opening balance 133.79 41.96 9.84
Deferred tax assets in relation to:
Difference in Depreciation as per Income Tax Act & (4.81) (4.54) (1.60)
Depreciation assessed as per Companies Act
Provision for Gratuity 0.89 0.58 0.77
Other Adjustments 145.63 137.76 42.79
Deferred tax Closing balance 141.71 133.80 41.96
Recognised in Profit or Loss (7.92) (91.84) (32.12)
315DEV ACCELERATOR LIMITED
Notes to Restated Consolidated Financial Statements
(All amounts are in ₹ millions, unless otherwise stated)
8 OTHER NON CURRENT ASSETS
Particulars As at As at As at
March 31, March 31, March 31,
2025 2024 2023
Balances with Government Authority 51.21 76.32 68.41
Total 51.21 76.32 68.41
9 INVENTORIES
(valued at lower of cost and net realisable value)
Particulars As at As at As at
March 31, March 31, March 31,
2025 2024 2023
Stock-in-Trade - - 2.66
Total - - 2.66
10 TRADE RECEIVABLES (CURRENT)
Particulars As at As at As at
March 31, March 31, March 31,
2025 2024 2023
Unsecured, considered good 422.70 118.78 36.50
Credit Impaired 8.26 2.34 1.93
Less: Allowance for Credit Loss (8.26) (2.34) (1.93)
Total 422.70 118.78 36.50
(i) For ageing of trade receivable refer note no. 31
(ii) Normally the group collects all receivables from its customers within the applicable credit period. The
group assesses impairment on trade receivables from all the customers on facts and circumstances
related to each transaction.
(iii) On account of adoption of Ind AS 109, the group uses a simplified approach (lifetime expected credit loss
model) for the purpose of computation of expected credit loss for trade receivables.
10.1 Movement in Credit Impaired
Particulars Amount
Loss Allowance as on April 01, 2022
Provision / (Reversal) during the year 1.93
Loss Allowance as on March 31, 2023 1.93
Provision / (Reversal) during the year 0.41
Loss Allowance as on March 31, 2024 2.34
Provision / (Reversal) during the year 5.92
Loss Allowance as on March 31, 2025 8.26
316DEV ACCELERATOR LIMITED
Notes to Restated Consolidated Financial Statements
(All amounts are in ₹ millions, unless otherwise stated)
11 CASH AND CASH EQUIVALENTS
Particulars As at As at As at
March 31, March 31, March 31,
2025 2024 2023
Balances with banks
Balances in current accounts 29.36 4.47 4.98
Balance in escrow account 0.12 - -
Cash on hand 4.15 0.96 0.46
Total 33.63 5.43 5.44
12 CURRENT TAX ASSETS (NET)
Particulars As at As at As at
March 31, March 31, March 31,
2025 2024 2023
Advance Tax & TDS Receivable (Net of Provisions) 160.22 65.22 34.98
Total 160.22 65.22 34.98
Refer note 42.2 (a)
13 OTHER CURRENT ASSETS
Particulars As at As at As at
March 31, March 31, March 31,
2025 2024 2023
Advance to Employees 0.64 5.99 3.67
Advance to Suppliers - 0.06 14.38
Contract Assets 69.54 - -
Balance with Government Authorities 27.87 6.44 0.41
Prepaid Expenses 313.28 192.40 125.45
Loans and Advances 6.58 276.66 -
Total 417.91 481.55 143.91
14 SHARE CAPITAL
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Nos. Amount ₹ Nos. Amount ₹ Nos. Amount ₹
Authorised Share Capital :
Equity Shares of ` 10 each - - 13,50,000 13.50 13,50,000 13.50
Equity Shares of ` 2 each 13,17,50,000 263.50 - - - -
Preference Share of ` 10/- each 36,50,000 36.50 36,50,000 36.50 36,50,000 36.50
Issued, Subscribed and fully
paid-up Shares:
Equity Shares of ₹ 10 each - - 13,640 0.14 12,179 0.12
Equity Shares of ` 2 each 6,66,87,515 133.38 - - - -
Preference Shares of ₹ 10/- each 35,77,519 35.78 35,77,519 35.78 35,77,519 35.78
317DEV ACCELERATOR LIMITED
Notes to Restated Consolidated Financial Statements
(All amounts are in ₹ millions, unless otherwise stated)
Equity Shares:
The company has only one class of equity shares having a par value of ₹ 10 per share. Each holder of equity
shares is entitled to one vote per share. In the event of liquidation of the company, holders of equity shares
will be entitled to receive remaining assets of the company after settlement of all the preferential liabilities.
The distribution will be in proportion to the number of equity shares held by the shareholder.
Preference Shares:
0.0001% Non Convertible preference share (NCPS) having a par value of ₹ 10 per share fully paid up
14.1 The reconciliation of the no. of shares outstanding is set out below :
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Nos. Amount ₹ Nos. Amount ₹ Nos. Amount ₹
Equity shares
At Beginning of the period 13,640 0.14 12,179 0.12 10,835 0.11
Add : Issued during the year 1,163 0.01 1,461 0.01 1,344 0.01
Add : Bonus Issue (900:1) 1,33,22,700 133.23 - - - -
Total 1,33,37,503 133.38 13,640 0.14 12,179 0.12
Add : Subdivision (10:2) 5,33,50,012 - - - - -
Outstanding at the end 6,66,87,515 133.38 13,640 0.14 12,179 0.12
of the period
14.2 The company has increased the authorised share capital from existing ₹ 50 million to ₹ 300 million
which was approved by the shareholders by means of special resolution in the extra ordinary general
meeting held on September 03, 2024.
The board of directors of the company at its meeting held on September 19, 2024 has approved the
sub-division of the existing equity share capital of ₹ 10 each into equity shares of ₹ 2 each, which was
approved by the shareholders by means of a special resolution.
The company has issued 1,33,22,700 equity shares of face value ₹ 10/- each as bonus shares to its existing
equity shareholders as approved in the extra ordinary general meeting held on September 19, 2024.
The bonus is for equity shares in the ratio of 900:1 i.e. 900 equity shares for every 1 equity share held by
shareholder’s as on the record date.
For the period of five years immediately preceding the date at which the Balance Sheet is prepared, there
are no class of shares allotted as fully paid up pursuant to contract without payment being received in
cash and class of shares bought back.
14.3 The shareholder’s in the meeting held on September 19, 2024 have approved the sub-division of equity
shares from face value of ₹10/- per share to face value of ₹ 2/- per share as on record date.
PARTICULARS As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Nos. Amount ₹ Nos. Amount ₹ Nos. Amount ₹
Preference Shares
At Beginning of the period 35,77,519 35.78 35,77,519 35.78 35,77,519 35.78
Add : Issued during the year - - - - - -
Outstanding at the end of 35,77,519 35.78 35,77,519 35.78 35,77,519 35.78
the period
318DEV ACCELERATOR LIMITED
Notes to Restated Consolidated Financial Statements
(All amounts are in ₹ millions, unless otherwise stated)
14.4 Details of shareholders holding more than 5% shares
Name of the As at March 31,2025 As at March 31, 2024 As at March 31, 2023
shareholder
Nos. % of % Nos. % of % Nos. % of %
holding Deviation holding Deviation holding Deviation
Mr. Rushit 61,98,880 9.30% -7.60% 1,376 10.06% -10.97% 1,376 11.30% -13.08%
Shardulkumar
Shah
Mr. Umesh 61,98,880 9.30% -7.60% 1,376 10.06% -10.82% 1,374 11.28% -13.23%
Satishkumar
Uttamchandani
Mr. Parth 61,98,880 9.30% -7.60% 1,376 10.06% -10.97% 1,376 11.30% -13.08%
Naimeshbhai
Shah
Dev 1,46,05,210 21.90% -23.02% 3,880 28.45% -10.70% 3,880 31.86% -22.29%
Information
Technology
Limited
Unmaj 39,28,360 5.89% -7.81% 872 6.39% 27.79% 609 5.00% 66.68%
Corporation
LLP
Siddhant 39,28,360 5.89% -7.86% 872 6.39% 27.85% 609 5.00% 0.00%
Investments
Parashwanath 67,80,480 11.46% -12.67% 1,789 13.12% -15.30% 1,887 15.49% -11.08%
Land
Organisers LLP
14.5 Details of promotors holding shares in the company
Name of the shareholder As at March 31, As at March 31, As at March 31, %
2025 2024 2023 Deviation
Nos. % of Nos. % of Nos. % of
holding holding holding
Dev Information Technology Ltd 1,46,05,210 21.90% 3,880 28.45% 3,880 31.86% -23.01%
Mr. Umesh Satishkumar 61,98,880 9.30% 1,376 10.06% 1,374 11.28% -7.60%
Uttamchandani
Mr. Parth Naimeshbhai Shah 61,98,880 9.30% 1,376 10.06% 1,376 11.30% -7.60%
Mr. Rushit Shardulkumar Shah 61,98,880 9.30% 1,376 10.06% 1,376 11.30% -7.60%
319DEV ACCELERATOR LIMITED
Notes to Restated Consolidated Financial Statements
(All amounts are in ₹ millions, unless otherwise stated)
15 OTHER EQUITY
Particulars Reserves and Surplus
Securities Retained Total
Premium Earning
Balance as at April 01, 2022 47.71 (104.85) (57.14)
Restated (Loss) for the year - (128.22) (128.22)
Issue of Shares 161.68 - 161.68
Balance as at March 31, 2023 209.39 (233.07) (23.68)
Balance as at April 01, 2023 209.39 (233.07) (23.68)
Restated Profit for the year - 4.39 4.39
Issue of Shares 271.35 - 271.35
Non Controlling Interest - (0.09) (0.09)
Balance as at March 31, 2024 480.74 (228.77) 251.97
Balance as at April 01, 2024 480.74 (228.77) 251.97
Restated Profit for the year - 17.32 17.32
Issue of Shares 242.99 - 242.99
Adjustment of Bonus Issue (133.23) - (133.23)
Non Controlling Interest - (0.34) (0.34)
Balance as at March 31, 2025 590.50 (211.79) 378.71
Nature and purpose of other reserves :
Retained earnings:
Retained earnings are the profits that the group has earned till date, less any transfers to general reserve,
dividends or other distributions paid to shareholders. Retained earnings is a free reserve available to the group.
Securities premium reserve:
Securities premium is used to record the premium on issue of shares. The reserve can be utilised only for
limited purposes such as mentioned in the provisions of the Companies Act, 2013.
320DEV ACCELERATOR LIMITED
Notes to Restated Consolidated Financial Statements
(All amounts are in ₹ millions, unless otherwise stated)
16 BORROWINGS (NON-CURRENT)
Particulars As at As at As at
March 31, March 31, March 31,
2025 2024 2023
Secured Loans
(a) Debentures:
- Non Convertible Debentures (NCD) 370.17 211.69 -
(b) Term Loan
- From Bank 35.25 51.05 3.40
- From Financial Instituition 121.88 110.10 2.72
Unsecured Loans
(a) From Related Parties 40.95 38.75 30.73
(b) Inter corporate Deposits 346.17 248.53 119.56
(c) From Non Banking Financial Institutions 74.95 41.00 82.69
Total 989.37 701.12 239.11
(a) ₹250 million obtained from Tata Capital Financial Services Limited drawn in two tranches 1st on February
14, 2024 ₹150 million and 2nd Tranche received on April 30, 2024 ₹100 million, carries an floating
interest rate based upon Long term lending rate less 10.05% i.e., 11.50% and is repayable in 48 equal
installments commencing from March 15, 2024 with the last instalment due on February 15, 2028. The
amount outstanding as at (March 31, 2025: ₹185.46 million; March 31, 2024: ₹146.88 million; March 31,
2023: Nil) adjusted with processing fee, which has exclusive charge by way of hypothecation of
present and future cash flows from rental receivables from Specified Clients given as a security along
with mutual fund amount of ₹125 million.
(b) ₹100 million obtained from ICICI Bank Ltd drawn in three tranches 1st on March 28, 2024 ₹50 million,
2nd Tranche received on April 15, 2024 ₹16.6 million and 3rd Tranche of `0.34 million Received on April 24,
2024, also we have opted for ₹30 million as and Cash Credit Facility, Term Loan carries a floating interest
rate based upon long term lending rate less 9% and is repayable in 48 equal installments commencing
from April 10, 2024 with the last instalment due on March 10, 2028. The amount outstanding as at
(March 31, 2025: ₹82.87 million; March 31, 2024: ₹50.00 million; March 31, 2023: Nil), also Cash Credit facility
received as on March 30, 2024 of ₹30 million, adjusted with processing fee, which has exclusive charge
by way of hypothecation of present and future cash flows from rental receivables from Specified
Clients given as a security, also DSRA of 2 Months Installments along with Secured Fixed deposit of
amount of ₹50 million.
(c) ₹4.50 million obtained from ICICI Bank Ltd as a Business loan, drawn on January 18, 2021, also taken top up
of loan of ₹2.22 million on October 17, 2023, carries a floating interest rate based upon long term lending
rate less 16% and is repayable in 36 equal installments commencing from March 5, 2021 which was re-
calculated from November 10, 2022 as top up loan taken and the last instalment due on October 10,
2025. The amount outstanding as at (March 31, 2025: ₹1.05 million; March 31, 2024: ₹2.63 million; March
31, 2023: ₹3.98 million), on which no charge has been created
(d) ₹3.05 million obtained from Bajaj Finserv Ltd. drawn on September 29, 2020, carries a floating interest
rate based upon long term lending rate less 17.5% and is repayable in 60 equal installments commencing
from November 2, 2023 with the last instalment due on October 2, 2025. The amount outstanding as at
(March 31, 2025: Nill; March 31, 2024: ₹1.81 million; March 31, 2023: ₹2.72 million), on which no charge
has been created.
321DEV ACCELERATORLIMITED
Notes to Restated Consolidated Financial Statements
(All amounts are in ₹ millions, unless otherwise stated)
(e ) ₹257 million obtained from various investor in the form of Non-Convertible Debentures (NCD) drawn
in four tranches 1st on July 12, 2023 ₹113.90 million Second Tranche received on August 21, 2023 ₹
59.10 million, Third Tranche received on September 22, 2023, ₹9 million, Fourth tranche on November
1, 2023 ₹75 million, the Loan carries a floating interest rate based upon long term lending rate less
13% and is repayable in 35 equal installments commencing from August 15, 2023 with the last
instalment due on June 15, 2026; however Fourth tranche shall be due on October 30, 2025
considering 24 equal installments. The amount outstanding as at (March 31, 2025 ₹112.99 millions;
March 31, 2024: ₹211.69 million; March 31, 2023: Nil), adjusted with processing fee, which has exclusive
charge by way of hypothecation of all the moveable fixed assets in the form of fit outs installed at
certain locations which are taken on lease by the group and present and future cash flows from
rental receivables from such locations.
(f ) ₹300 million obtained from various investor in the form of Non-Convertible Debentures (NCD) alloted
on April 26, 2024 ₹300 million, the Loan carries a floating interest rate based upon long term lending
rate less 18% and is repayable in 23 equal installments commencing from May 26, 2024 with the last
instalment due on March 26, 2026; The amount outstanding as at (March 31, 2025 ₹300 million; March
31, 2024: Nill; March 31, 2023: Nil), adjusted with processing fee, which has exclusive charge by way of
hypothecation of all the moveable fixed assets in the form of fit outs installed at certain locations which
are taken on lease by the group and present and future cash flows from rental receivables from such
locations. In this NCD Dev Accelerator Limited has pledged their stake comprising 43.69 % in Janak Urja
Private Limited and Janak Urja has pledged their stake comprising 21.41% in Ausil Enterprises private
Limited.
(g) INR. 170.00 million obtained from Parbhudas Kishordas Tobacco Products Private Limited carries an
interest rate of 13% p.a payable on monthly basis from December 2023, and the princiapl repayment
due in November 2026. The amount outstanding as at (March 31, 2025: 170.00 million; March 31, 2024:
170.00 million; March 31, 2023: 37.50 million.).
(h) INR. 20.00 million obtained from Advent Envirocare Technologies Pvt Ltd carries an interest rate of 9%
p.a payable on monthly basis commencing from September 2024, and the principal repayable due in
August 2026. The amount outstanding as at (March 31, 2025: 20.00 million, March 31, 2024: Nil; March
31, 2023: Nil).
(i) INR. 35.00 million obtained from Advent Envirocare Technologies Pvt Ltd carries an interest rate of 9%
p.a payable on monthly basis from August 2022, and the principal repayment due in July 2025. The
amount outstanding as at (March 31, 2025: 35.79 million; March 31, 2024: 35.00 million; March 31, 2023:
35.00 million).
(j) INR. 10.00 million obtained from Alps Chemicals Pvt Ltd carries an interest rate of 15% and is repayable
in 36 equal monthly installments commencing from January 2023, with the last installment due
in December 2025. The amount outstanding as at (March 31, 2025: 4.53 million; March 31, 2024: 9.28
million; March 31, 2023: 10.00 million; March 31, 2022: Nil).
(k) INR. 10.00 million obtained from Hari Orgochem Private Limited carries an interest rate of 15% and is
repayable in 36 equal monthly installments commencing from May 2023, with the last installment due in
April 2026. The amount outstanding as at (March 31, 2025: 4.43 million; March 31, 2024: 7.65 million;
March 31, 2023: Nil).
322DEV ACCELERATOR LIMITED
Notes to Restated ConsolidatedFinancialStatements
(All amounts are in ₹ millions, unless otherwise stated)
(l) INR. 30.00 million obtained from Hari Orgochem Private Limited carries an interest rate of 15% and is
repayable in 36 equal monthly installments commencing from May 2025, with the last installment due
in Dec 2026. The amount outstanding as at (March 31, 2025: 30.00 million; March 31, 2024: Nil; March
31, 2023: Nil).
(m) INR. 85.00 million obtained from Tipson carries an interest rate of 14% and is repayable in 24
equal monthly installments commencing from Dec 2024, with the last installment due in Nov 2028.
The amount outstanding as at (March 31, 2025: 75.55 million; March 31, 2024: Nil; March 31, 2023:
Nil). This loan is secured against the hypothecation of specific lease contract and receivables with
lease and also on the approved projects of the company.
(n) INR. 40.00 million obtained from Ratnaafin Capital Pvt. Ltd. carries an interest rate of 14.50% and is
repayable in 60 equal monthly installments commencing from Dec 2024, with the last installment due in
Nov 2029. The amount outstanding as at (March 31, 2025: 38.61 million; March 31, 2024: Nil; March 31,
2023: Nil).
(o) INR. 40.00 million obtained from Capwise Finance Pvt Ltd carries an interest rate of 16% and is
repayable in 12 equal monthly installments commencing from March 2025, with the last installment
due in Feb 2026. The amount outstanding at (March 31, 2025: 36.90 million; March 31, 2024: Nil;
March 31, 2023: Nil).
17 OTHER FINANCIAL LIABILITIES (NON-CURRENT)
Particulars Asat As at Asat
March 31, March 31, March 31,
2025 2024 2023
Rent Deposit 453.72 274.25 214.33
Total 453.72 274.25 214.33
*Refer Note No 38.2
18 PROVISIONS (NON CURRENT)
Particulars Asat As at Asat
March 31, March 31, March 31,
2025 2024 2023
Provision for Gratuity (Refer Note no. 33) 3.38 1.96 1.18
Total 3.38 1.96 1.18
19 BORROWINGS (CURRENT)
Particulars Asat As at Asat
March 31, March 31, March 31,
2025 2024 2023
Working Capital facilities from Bank & Financial Instituition 89.10 145.93 42.83
From Others
- Secured 209.08 44.20 13.94
- Unsecured 19.18 119.25 36.13
Total 317.36 309.38 92.90
323DEV ACCELERATOR LIMITED
Notes to Restated Consolidated Financial Statements
(All amounts are in ₹ millions, unless otherwise stated)
19.1 Details of Security and Repayment Terms
Nature of Security Terms of Repayment & Interest
Secured against hypothecation of Fixed Deposits Interest Rate 10.50% to 11.75%
20 TRADE PAYABLES (CURRENT)
Particulars As at As at As at
March 31, March 31, March 31,
2025 2024 2023
Dues to Micro Enterprises and Small Enterprises 40.50 38.47 -
Dues of other than micro enterprises and small enterprises 350.39 192.93 170.44
Total 390.89 231.40 170.44
For ageing of trade receivable refer note no. 32
21 OTHER CURRENT LIABILITIES
Particulars As at As at As at
March 31, March 31, March 31,
2025 2024 2023
Statutory Dues* 84.78 43.25 39.27
Interest Payable 40.27 4.15 0.98
Unearned Revenue - 5.36 22.60
Salary Payable 12.74 6.18 3.54
Other Liabilities 7. 33 2.69 0.79
Total 145.12 61.63 67.18
*Statutory liabilities includes GST, TDS, Professional Tax & Provident Fund.
22 CURRENT PROVISIONS
Particulars As at As at As at
March 31, March 31, March 31,
2025 2024 2023
Provision for Expenses 6.44 4.53 8.14
Provision for Gratuity (Refer Note no. 33) 0.20 0.04 -
Total 6.64 4.57 8.14
324DEV ACCELERATOR LIMITED
Notes to Restated Consolidated Financial Statements
(All amounts are in ₹ millions, unless otherwise stated)
23 REVENUE FROM OPERATIONS
Particulars For the Year For the Year For the Year
ended March ended March ended March
31, 2025 31, 2024 31, 2023
Managed Space Services 933.75 740.35 353.14
Co-working Space 89.07 85.23 47.66
Payroll Management Service 22.24 38.88 34.71
Designing & Execution 403.01 185.70 220.83
Facility Management & Other Services 58.85 30.71 42.77
IT/ITEs Services 81.83 - -
Total 1,588.75 1,080.87 699.11
Note: Coworking & Managed Space Services has been recognized in accordance with Ind AS 115.
a) Disaggregation Revenue
In the following tables, revenue is disaggregated by product group and by geography. This is
consistent with the revenue information that is disclosed for each reportable segment under Ind AS 108
(refer Note 34).
b) Timing of Revenue Recognition
Revenue from sale of traded goods and services are transferred to the customers at a point in time,
whereas revenue from construction and fit-out projects, facility management services, rental income
and other services is transferred over a period of time.
c) Reconciliation of revenue recognised with contract price There is no difference between the amount of
revenue recognized with contract price.
24 OTHER INCOME
Particulars For the Year For the Year For the Year
ended March ended March ended March
31, 2025 31, 2024 31, 2023
Interest Income (Lease) 12.73 12.75 6.62
Interest Income 43.11 7.18 0.06
Profit on Sales of Property, Plant and Equipment 0.04 - -
Interest Income on Income tax refund 0.01 1.54 1.26
Shares From Fractoprop LLP -
Shares From Las Olas Ventures LLP 0.02
Foreign Exchange Gain 0.19 0.10
Gain on fair valuation of Investment 133.90 0.87
Liabilities no longer required written back 0.08 2.07
Misc. Income 0.05 1.94 6.62
Total 190.13 26.45 14.56
325DEV ACCELERATOR LIMITED
Notes to Restated Consolidated Financial Statements
(All amounts are in ₹ millions, unless otherwise stated)
Note : The company has transactions denominated in foreign currencies, and the exchange differences
arising from the settlement of such transactions and from the translation of monetary assets and liabilities
denominated in foreign currencies are recognized in the Statement of Profit and Loss.
25 COST OF SERVICES
Particulars For the Year For the Year For the Year
ended March ended March ended March
31, 2025 31, 2024 31, 2023
Design & execution Cost 193.80 53.56 167.36
Electricity Expense 76.58 61.13 32.78
Expenses relating to provision of services 94.39 52.46 37.42
Other Infrastructure and Service Support Charges 50.83 35.09 -
Total 415.60 202.24 237.56
26 EMPLOYEE BENEFIT EXPENSE
Particulars For the Year For the Year For the Year
ended March ended March ended March
31, 2025 31, 2024 31, 2023
Salary & Wages 121.43 70.26 59.13
Contribution to provident funds and other funds* 2.27 0.59 0.26
Staff Welfare Expense 6.80 3.61 7.43
Gratuity Expenses ( Refer Note No. 33) 1.42 0.90 0.61
Total 131.92 75.36 67.43
*Other funds includes ESIC also
27 FINANCE COSTS
Particulars For the Year For the Year For the Year
ended March ended March ended March
31, 2025 31, 2024 31, 2023
Interest Expenses 170.22 68.22 29.60
Bank Charges 3.80 0.47 5.06
MSME Interest 0.53 0.17 -
Interest on Lease Liability 270.99 241.15 138.15
Total 445.54 310.01 172.81
28 DEPRECIATION AND AMORTISATION EXPENSE
Particulars For the Year For the Year For the Year
ended March ended March ended March
31, 2025 31, 2024 31, 2023
Depreciation of property, plant and equipment [Refer 66.33 47.60 22.38
Note 2]
Depreciation of right-of-use assets [Refer Note 2.1] 447.98 401.77 278.35
Amortisation of other intangible assets [Refer Note 3] 7.86 0.65 0.28
Total 522.17 450.02 301.01
326DEV ACCELERATOR LIMITED
Notes to Restated Consolidated Financial Statements
(All amounts are in ₹ millions, unless otherwise stated)
29 OTHER EXPENSES
Particulars For the Year For the Year For the Year
ended March ended March ended March
31, 2025 31, 2024 31, 2023
Insurance Expense 0.93 0.49 2.61
Marketing & Distribution Expense 18.66 4.68 0.64
Postage & Telephone Expense 21.74 15.82 8.98
Brokerage Charges 18.72 16.85 -
Printing & Stationery Expense 0.24 0.26 0.42
Legal & Professional Charges 40.10 21.59 25.18
Rent, Rates & Taxes 68.57 56.28 9.30
Auditor Remuneration (Refer Note No. 29.1) 0.16 0.06 0.02
Loss on Foreign Exchange Fluctuation 0.01 - 0.13
Expected Credit loss 6.37 0.50 1.93
Repairs and Maintenance Expense 10.60 8.07 3.82
Rent Expenses 0.84 - -
Loss on sale of Property, Plant & Equipment - 0.86 -
Subscription and Membership Expense 4.48 1.32 1.95
Stamp Duty 6.12 - -
Travelling Charges 10.66 1.75 1.90
Director's Sitting Fees 0.20 - -
Office Expenses 10.77 8.58 -
General Charges 17.11 20.29 39.28
Total 236.28 157.40 96.16
29.1 Auditor Remuneration & others
Particulars For the Year For the Year For the Year
ended March ended March ended March
31, 2025 31, 2024 31, 2023
Statutory Audit Fees 0.16 0.06 0.02
Payment to auditors (excluding taxes):
As Auditor
For statutory audit 0.16 0.06 0.02
Total 0.16 0.06 0.02
327DEV ACCELERATOR LIMITED
Notes to Restated Consolidated Financial Statements
(All amounts are in ₹ millions, unless otherwise stated)
30 EARNING PER SHARE
Earning Per share is calculated by dividing the Profit / (Loss) attributable to the Equity Shareholders by the
weighted average number of Equity Shares outstanding during the year. The numbers used in calculating
basic and diluted earning per Equity Share as stated below:
Particulars For the Year For the Year For the Year
ended March ended March ended March
31, 2025 31, 2024 31, 2023
Restated Profit/(Loss) for the year (₹) 17.44 4.33 (128.30)
Less: Dividend on Preference Shares (₹) - - -
Net Profit / (Loss) attributable to Equity Shareholders (₹) 17.44 4.33 (128.30)
Add\Less: Extra Ordinary Items (₹) - - -
Profit / (Loss) after taxation before Extra Ordinary Items (₹) 17.44 4.33 (128.30)
Weighted Average number of Equity Shares at the end of 6,49,39,168 5,61,65,817 5,03,04,632
year (Nos.)
Number of Equity Shares for Basic EPS (Nos.) 6,49,39,168 5,61,65,817 5,03,04,632
Nominal Value Per Share (₹) 2.00 2.00 2.00
Weighted Average number of Equity Shares Post Bonus
and Split
Basic Earnings per Equity Share at face value of ₹ 2 each 0.27 0.08 (2.55)
(Post-bonus & Split)
Diluted Earnings per Equity Share at face value of ₹ 2 0.27 0.08 (2.55)
each (Post-bonus & Split)
31 AGEING OF TRADE RECEIVABLES
Particulars Outstanding as on March 31, 2025 for following periods
from due date of payment
Less 6 1-2 2-3 More Total
than 6 months- Years Years than 3
months 1 Year Years
Undisputed Trade Receivable- 403.79 9.89 4.66 0.56 2.72 421.62
Considered good
Undisputed trade receivable-Significant - - - - - -
increase in credit risk
Undisputed Trade Receivable-Credit - - - - - -
Impaired
Disputed Trade Receivable-Considered - - 0.76 0.31 - 1.07
good
Disputed trade receivable-Significant - - - - - -
increase in credit risk
Disputed Trade Receivable-Credit - - - - - -
Impaired
328DEV ACCELERATOR LIMITED
Notes to Restated Consolidated Financial Statements
(All amounts are in ₹ millions, unless otherwise stated)
Particulars Outstanding as on March 31, 2024 for following periods
from due date of payment
Less 6 1-2 2-3 More Total
than 6 months- Years Years than 3
months 1 Year Years
Undisputed Trade Receivable- 107.64 4.25 1.14 4.52 0.04 117.59
Considered good
Undisputed trade receivable-Significant - - - - - -
increase in credit risk
Undisputed Trade Receivable-Credit - - - - - -
Impaired
Disputed Trade Receivable-Considered 0.27 0.42 0.50 - - 1.19
good
Disputed trade receivable-Significant - - - - - -
increase in credit risk
Disputed Trade Receivable-Credit - - - - - -
Impaired
Particulars Outstanding as on March 31, 2023 for following periods
from due date of payment
Less 6 1-2 2-3 More Total
than 6 months- Years Years than 3
months 1 Year Years
Undisputed Trade Receivable- 26.19 1.15 4.98 0.04 - 32.36
Considered good
Undisputed trade receivable-Significant - - - - - -
increase in credit risk
Undisputed Trade Receivable-Credit - - - - - -
Impaired
Disputed Trade Receivable-Considered - - 3.86 0.28 - 4.14
good
Disputed trade receivable-Significant - - - - - -
increase in credit risk
Disputed Trade Receivable-Credit - - - - - -
Impaired
329DEV ACCELERATOR LIMITED
Notes to Restated Consolidated Financial Statements
(All amounts are in ₹ millions, unless otherwise stated)
32 AGEING OF TRADE PAYABLE
Particulars Outstanding as on March 31,2025 for following
periods from due date of payment
Less 1-2 2-3 More Total
than 1 Years Years than 3
Year Years
MSME 30.27 6.23 1.71 2.29 40.50
Others 329.70 15.57 4.62 0.50 350.39
Disputed dues – MSME - - - - -
Disputed dues - Others - - - - -
Particulars Outstanding as on March 31,2024 for following
periods from due date of payment
Less 1-2 2-3 More Total
than 1 Years Years than 3
Year Years
MSME 35.59 2.87 - - 38.47
Others 177.52 12.00 2.78 0.63 192.93
Disputed dues – MSME - - - - -
Disputed dues - Others - - - - -
Particulars Outstanding as on March 31,2023 for following
periods from due date of payment
Less 1-2 2-3 More Total
than 1 Years Years than 3
Year Years
MSME - - - - -
Others 164.05 5.81 0.58 - 170.44
Disputed dues – MSME - - - - -
Disputed dues - Others - - - - -
33 DISCLOSURES AS REQUIRED BY INDIAN ACCOUNTING STANDARD (IND AS) 19 “EMPLOYEE BENEFITS”
(a) Defined contribution plans
Contribution to defined contribution plans, recognised as expense for the year is as under :
Particulars Year Ended Year Ended Year Ended
on March 31, on March 31, on March 31,
2025 2024 2023
Employer's contribution to State Insurance 0.04 0.03 0.05
Corporation
Employer's EPS Contribution 1.40 0.47 0.50
Employer's Contribution to Provident Fund 2.15 0.71 1.01
330DEV ACCELERATOR LIMITED
Notes to Restated Consolidated Financial Statements
(All amounts are in ₹ millions, unless otherwise stated)
(b) Defined benefit plan (Funded)
i) Details of defined benefit obligation and plan assets in respect of retiring gratuity are given below :
Particulars Year Ended Year Ended Year Ended
31st March, 31st March, 31st March,
2025 2024 2023
Present value of defined benefit obligation 3.58 2.00 1.18
Fair value of plan assets - - -
Net (Liability)/Asset arising from gratuity 3.58 2.00 1.18
ii) Reconciliation of opening and closing balances of defined benefit obligation
Particulars Year Ended Year Ended Year Ended
31st March, 31st March, 31st March,
2025 2024 2023
Present value of obligation as at the beginning of 2.00 1.18 0.68
the year
Interest Cost 0.17 0.09 0.05
Current Service Cost 1.25 0.81 0.56
Benefits Paid - -
Actuarial (Gain)/Loss on arising from Change in 0.04 (0.08) (0.11)
Financial Assumption
Actuarial (Gain)/Loss on arising from Change - -
Demographic Assumption
Actuarial (Gain)/Loss on arising from Experience 0.12 - -
Adjustment
Present value of obligation as at the end of the year 3.58 2.00 1.18
iii) Reconciliation of opening and closing balances of fair value of plan assets
Particulars Year Ended Year Ended Year Ended
31st March, 31st March, 31st March,
2025 2024 2023
Fair Value of plan assets at the beginning of the year - - -
Interest Income - - -
Contributions by the employer - - -
Benefits paid - - -
Return on Plan Assets excluding Interest Income - - -
Fair Value of plan assets at the end of the year - - -
331DEV ACCELERATOR LIMITED
Notes to Restated Consolidated Financial Statements
(All amounts are in ₹ millions, unless otherwise stated)
iv) Expenses recognised during the year
Particulars Year Ended Year Ended Year Ended
31st March, 31st March, 31st March,
2025 2024 2023
(A) In the Statement of Profit & Loss
Interest Cost 0.17 0.09 0.05
Current Service Cost 1.25 0.81 0.56
Net Cost 1.42 0.90 0.61
(B) In Other Comprehensive Income
Actuarial (Gain)/Loss 0.16 (0.08) (0.11)
Return on Plan Assets excluding Interest Income - -
N et Expense/(Income) recognized in Other 0.16 (0.08) (0.11)
Comprehensive Income
v) Investment Details :
Particulars Year Ended Year Ended Year Ended
31st March, 31st March, 31st March,
2025 2024 2023
GOI Securities - - -
Insurance Plan - - -
Others - - -
vi) Actuarial Assumptions
Particulars Year Ended Year Ended Year Ended
31st March, 31st March, 31st March,
2025 2024 2023
Mortality Table IALM 2012-14
Discount Rate 7.25% 7.25% 7.25%
Expected rate of return on plan assets 0.00% 0.00% 0.00%
Rate of employee turnover 10.00% 10.00% 10.00%
Rate of escalation in salary 5.00% 5.00% 5.00%
332DEV ACCELERATOR LIMITED
Notes to Restated Consolidated Financial Statements
(All amounts are in ₹ millions, unless otherwise stated)
vii) Sensitivity Analysis
Significant actuarial assumptions for the determination of the defined benefit obligation are discount
rate, expected salary increase and employee turnover. The sensitivity analysis below, have been
determined based on reasonably possible changes of the assumptions occurring at the end of the
reporting period, while holding all other assumptions constant. The result of sensitivity analysis on
defined benefit obligation is given below :
Particulars Year Ended Year Ended Year Ended
31st March, 31st March, 31st March,
2025 2024 2023
Sensitivity Level - Discount Rate 7.00% 7.25% 7.25%
1% Increase 3.33 1.86 1.10
1% Decrease 3.87 2.16 1.28
Sensitivity Level - Salary Escalation 5.00% 5.00% 5.00%
1% Increase 3.87 2.16 1.28
1% Decrease 3.33 1.86 1.09
Sensitivity Level - Employee Turnover 10.00% 10.00% 10.00%
1% Increase 3.56 1.99 1.17
1% Decrease 3.60 2.01 1.19
viii) Expected contribution to the defined benefit plan for the next reporting period - Nil
34 SEGMENT INFORMATION
The group operates in a single segment and in line with Ind AS - 108 - “Operating Segments”, the operation
of the group falls under “Providing Managed Space and allied services” business which is considered to be
the only reportable business segment. The activities carried out by the associate are not reviewed separately
and the criteria for identifying operating segments are not met hence Segment Reporting is not applicable
in respect of the Associate Company.
34.1 Information about Geographical Areas
Particulars As at March 31, 2025
Within India Outside India
Revenue 1,554.99 33.76
Particulars As at March 31, 2024
Within India Outside India
Revenue 1,041.99 38.88
Particulars As at March 31, 2023
Within India Outside India
Revenue 664.40 34.71
333DEV ACCELERATOR LIMITED
Notes to Restated Consolidated Financial Statements
(All amounts are in ₹ millions, unless otherwise stated)
34.2 The following table gives details in respect of percentage of revenues generated from top customer and
revenue from transaction with customers amounts to 10 % or more of company’s revenue
Particulars As at As at As at
March 31, March 31, March 31,
2025 2024 2023
Revenue from top customer 130.77 86.11 56.68
Revenue from customers contributing 10% or more to the - - -
Company's revenues
35 RELATED PARTY DISCLOSURES FOR THE YEAR ENDED MARCH 31, 2025
(a) Details of Related Parties
Sr. Description of Details of Entities/Related Parties
No. Relationship
1 Associate and Finclave Accel LLP
Subsidiary Swadesh Venture Fund LLP
Company Fractoprop LLP (Disassociated w.e.f 5th May, 2025)
Scaleax Advisory Pvt. Ltd.
Neddle & Thread Designs LLP
Saasjoy solutions private limited
Janak Urja Private Limited
2 Key Management Mr. Umesh Uttamchandani, Managing Director (w.e.f. 19th September, 2024)
Personnel (KMP) Mr. Parth Shah, Chairman & Whole time Director (w.e.f. 19th September, 2024)
Mr. Rushit Shah, Whole time Director (w.e.f. 19th September, 2024)
Mr. Anjan Trivedi, Company Secretary and Compliance Officer (w.e.f. 9th
August, 2024)
Mr. Parthiv Panchal, Joint Chief Financial Officer (w.e.f. 7th August, 2024)
Mr. Parin Shah, Joint Chief Financial Officer (w.e.f. 7th August, 2024)
3 Non Executive Mr. Jaimin Shah, Nominee Non-Executive Director (w.e.f. 24th September, 2024)
and Independent Ms. Gopi Jatin Trivedi, Independent Director (w.e.f. 19th September, 2024)
Directors Mr. Pathik Patwari, Independent Director (w.e.f. 3rd September, 2024)
Mr. Praveen Kumar, Independent Director (w.e.f. 3rd September, 2024)
Mr. Anish Patel, Independent Director (w.e.f. 3rd September, 2024)
Mr. Anand Anilbhai Patel, Independent Director (w.e.f. 3rd September, 2024)
Mr. Yash Shah, Non Executive Director (w.e.f. 9th May, 2024)
4 Enterprise over Finex Accounting Services Pvt. Ltd.
which KMP / Neha Uttamchandani
Relatives of KMP Naimeshbhai Shah
exercise significant Nisha Shah
influence through Parulben Shah
controlling Rivet Global Services LLP
interest (Other Dhyey Consulting Services Pvt. Ltd.
Related Party) Fractoprop One Private Limited
Indiesemic Private Limited (Upto September 28, 2024)
334Mr.
Praveen
Kumar
-
-
0.04
-
-
-
Mr.
Pathik
Patwari
-
-
0.05
-
-
-
Mr.
Gopi
Trivedi
-
-
0.04
-
-
-
Mr.
Anish
Patel
-
-
0.02
-
-
-
Mr.
Anand
Patel
-
-
0.05
-
-
-
4
Director
Sitting
Fees
-
-
-
-
-
-
Mr.
Parin
Shah
-
-
1.40
-
-
-
Mr
Parthiv
Panchal
-
-
1.13
-
-
-
Mr
Anjan
Trivedi
-
-
0.80
-
-
-
Mrs.
Parulben
Shah
-
-
1.51
0.75
-
-
Ms
Nisha
Shah
-
-
1.00
-
-
-
Mr.
Naimeshbhai
Shah
-
-
1.51
0.75
-
-
Mrs.
Neha
Uttamchandani
-
-
1.51
0.71
-
-
Mr.
Rushit
Shah
-
-
3.00
2.41
2.40
-
-
Mr.
Parth
Shah
-
-
3.00
2.40
2.40
-
-
Mr.
Umesh
Uttamchandani
-
-
3.00
2.41
2.40
-
-
3
Remuneration
paid
-
-
-
-
-
-
Dev
Information
Technology
Limited
0.72
0.11
0.60
2
Purchase Dhyey
Consulting
Services
Pvt.
Ltd.
-
-
-
-
0.02
-
Swadesh
Venture
Fund
LLP
0.07
-
-
-
-
-
Rivet
Global
Services
LLP
-
-
-
-
4.94
4.13
1.64
Finex
Accounting
Services
Pvt.
Ltd.
-
-
-
-
1.50
0.38
1
Sales
2025
2024
2023
2025
2024
2023
2025
2024
2023
March
31,
March
31,
March
31,
March
31,
March
31,
March
31,
March
31,
March
31,
March
31,
As
at
As
at
As
at
As
at
As
at
As
at
As
at
As
at
As
at
relatives
influence
No.
Subsidiary
Company
Personnel
and
their
able
to
excersise
significant
Sr.
Particulars
Associate
and
Key
Management
Entities
over
which
KMPs
are
(b)
Details
of
transactions
with
related
parties
for
the
year
ended
in
the
ordinary
course
of
business:
DEV ACCELERATOR LIMITED
Notes to Restated Consolidated Financial Statements
(All amounts are in ₹ millions, unless otherwise stated)
))ddeettaattss eessiiwwrreehhttoo sssseellnnuu ,,ssnnooiilllliimm ₹₹ nnii eerraa ssttnnuuoommaa llllAA((
ssttnneemmeettaattSS llaaiiccnnaanniiFF ddeettaaddiilloossnnooCC ddeettaattsseeRR oott sseettooNN
DDEETTIIMMIILL RROOTTAARREELLEECCCCAA VVEEDD
335Las
Olas
Ventures
LLP
-
(0.00)
0.08
-
-
-
-
Fractoprop
LLP
(0.09)
(0.21)
(0.21)
-
-
-
-
Swadesh
Venture
Fund
LLP
(0.22)
(0.02)
(0.13)
-
-
-
-
Finclave
Accel
LLP
1.72
1.90
0.93
-
-
-
-
11
Share
of
profit/
(loss)
-
-
-
-
-
-
Janak
urja
private
limited
21.84
-
-
-
-
-
10
Interest
Income
-
-
-
-
-
-
Rivet
Global
Services
LLP
-
-
-
-
6.80
-
9
Deposits
Repaid
-
-
-
-
-
-
Indiesemic
Pvt.
Ltd.
-
0.07
-
-
-
-
Rivet
Global
Services
LLP
-
-
-
-
6.80
0.37
0.26
8
Deposits
taken
-
-
-
-
-
-
Mr.
Rushit
Shah
-
-
0.65
0.58
0.52
-
-
Mr.
Parth
Shah
-
-
0.58
0.52
0.46
-
-
Mr.
Umesh
Uttamchandani
-
-
0.97
10.16
1.63
-
-
7
Borrowing
made
-
-
-
-
-
-
Mr
Parthiv
Panchal
-
-
0.06
-
-
-
6
Loan
Repaid
-
-
-
-
-
-
Scaleax
Advisory
Private
Limited
0.55
-
-
-
-
-
Janak
urja
private
limited
223.86
-
-
-
-
5
Loan
Given
-
-
-
-
-
-
2025
2024
2023
2025
2024
2023
2025
2024
2023
March
31,
March
31,
March
31,
March
31,
March
31,
March
31,
March
31,
March
31,
March
31,
As
at
As
at
As
at
As
at
As
at
As
at
As
at
As
at
As
at
relatives
influence
No.
Subsidiary
Company
Personnel
and
their
able
to
excersise
significant
Sr.
Particulars
Associate
and
Key
Management
Entities
over
which
KMPs
are
DEV ACCELERATOR LIMITED
Notes to Restated Consolidated Financial Statements
(All amounts are in ₹ millions, unless otherwise stated)
))ddeettaattss eessiiwwrreehhttoo sssseellnnuu ,,ssnnooiilllliimm ₹₹ nnii eerraa ssttnnuuoommaa llllAA((
ssttnneemmeettaattSS llaaiiccnnaanniiFF ddeettaaddiilloossnnooCC ddeettaattsseeRR oott sseettooNN
DDEETTIIMMIILL RROOTTAARREELLEECCCCAA VVEEDD(cid:1)(cid:1)(cid:1)(cid:1)
336Rivet
Global
Services
LLP
-
-
-
-
-
-
0.76
0.76
0.40
6
Deposit
Payable
Dev
Information
Technology
Limited
-
-
-
-
-
-
0.61
0.00
-
5
Trade
payable
Rivet
Global
Services
LLP
-
-
-
-
-
-
-
-
-
Dhyey
Consulting
Services
Pvt.
Ltd.
-
-
-
-
-
-
-
-
-
Swadesh
Venture
Fund
LLP
0.08
-
-
-
-
-
-
-
-
Finex
Accounting
Services
Pvt.
Ltd.
-
-
-
-
-
-
-
-
-
4
Trade
Recievable
Scaleax
Advisory
Pvt.
Ltd
0.55
-
-
-
-
-
-
-
-
Mr
Parthiv
Panchal
-
-
-
0.44
-
-
-
-
-
Janak
urja
private
limited
257.50
-
-
-
-
-
-
-
-
3
Loan
Recievable
Ms
Nisha
Shah
-
-
-
0.12
-
-
-
-
-
Parulben
Shah
-
-
-
0.11
0.07
-
-
-
-
Naimeshbhai
Shah
-
-
-
0.11
0.07
-
-
-
-
Neha
Uttamchandani
-
-
-
0.11
0.07
-
-
-
-
Mr.
Parin
Shah
-
-
-
0.16
-
-
-
-
-
Mr
Parthiv
Panchal
-
-
-
0.09
-
-
-
-
-
Mr
Anjan
Trivedi
-
-
-
0.10
-
-
-
-
-
Mr.
Rushit
Shah
-
-
-
0.19
0.13
-
-
-
-
Mr.
Parth
Shah
-
-
-
0.19
0.13
-
-
-
-
Mr.
Umesh
Uttamchandani
-
-
-
0.19
0.20
-
-
-
-
2
Remuneration
Payable
Mr.
Rushit
Shah
-
-
-
9.38
8.73
8.15
-
-
-
Mr.
Parth
Shah
-
-
-
8.37
7.79
7.27
-
-
-
Mr.
Umesh
Uttamchandani
-
-
-
23.19
22.23
12.07
-
-
-
1
Borrowings
payable
2025
2024
2023
2025
2024
2023
2025
2024
2023
March
31,
March
31,
March
31,
March
31,
March
31,
March
31,
March
31,
March
31,
March
31,
As
at
As
at
As
at
As
at
As
at
As
at
As
at
As
at
As
at
relatives
influence
No.
Subsidiary
Company
Personnel
and
their
able
to
excersise
significant
Sr.
Particulars
Associate
and
Key
Management
Entities
over
which
KMPs
are
(c)
Amount
due
to
/ from
related
parties
DEV ACCELERATOR LIMITED
Notes to Restated Consolidated Financial Statements
(All amounts are in ₹ millions, unless otherwise stated)
))ddeettaattss eessiiwwrreehhttoo sssseellnnuu ,,ssnnooiilllliimm ₹₹ nnii eerraa ssttnnuuoommaa llllAA((
ssttnneemmeettaattSS llaaiiccnnaanniiFF ddeettaaddiilloossnnooCC ddeettaattsseeRR oott sseettooNN
DDEETTIIMMIILL RROOTTAARREELLEECCCCAA VVEEDD
337DEV ACCELERATOR LIMITED
Notes to Restated Consolidated Financial Statements
(All amounts are in ₹ millions, unless otherwise stated)
36 STATEMENT OF ADJUSTMENTS TO RESTATED CONSOLIDATED FINANCIAL INFORMATION:
Reconciliation between audited profit/(Loss) and restated profit/(Loss)
Particulars As at As at As at
March 31, March 31, March 31,
2025 2024 2023
Profit as per Audited Financials 17.41 5.12 (127.72)
Adjustments:
Remeasurement of defined benefit obligations - (0.90) (0.61)
Other Adjustments (0.09) 0.09 -
Items that will not be reclassified to profit or (loss) - 0.08 0.11
Profit under Restated Financials 17.32 4.39 (128.22)
36.1 Reconciliation between audited equity and restated equity
Particulars As at As at As at
March 31, March 31, March 31,
2025 2024 2023
Audited Equity as per financial statements 378.71 253.90 (22.48)
Adjustments:
- Impact of Ind AS adjustments (if any) - - -
- Remeasurement of defined benefit obligations - (2.20) (1.30)
- I tems that will not be reclassified to profit or (loss) - 0.18 0.10
- O ther Adjustments - 0.09 -
- R estatement due to error correction - - -
- C hanges in accounting policies - - -
- F air valuation adjustments (e.g., PPE, Investments, etc.) - - -
- I mpact of business combinations/restatements - - -
Total Adjustments - (1.93) (1.20)
Restated Equity as per Ind AS 378.71 251.97 (23.68)
37 FINANCIAL INSTRUMENTS - FAIR VALUES & RISK MANAGEMENT:
Accounting Classifications & Fair Value Measurements:
The fair values of the financial assets and liabilities are measured at the amount at which the instrument could
be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.
All financial instruments are initially recognized and subsequently re-measured at fair value as described
below :
1. The fair value of investment in quoted equity shares and mutual funds is measured at quoted price or NAV.
2. Fair values of cash and short term deposits, trade and other short term receivables, trade payables, other
current liabilities, short term loans from banks and other financial institutions approximate their carrying
amounts largely due to short-term maturities of these instruments.
338DEV ACCELERATOR LIMITED
Notes to Restated Consolidated Financial Statements
(All amounts are in ₹ millions, unless otherwise stated)
3. Financial instruments with fixed and variable interest rates are evaluated by the Company based on
parameters such as interest rates and individual credit worthiness of the counterparty. Based on the
evaluation, allowances are taken to account for the expected losses of these receivables.
4. The fair value of forward foreign exchange contracts and currency swaps is determined using forward
exchange rates and yield curves at the balance sheet date.
T he company uses the following hierarchy for determining and disclosing the fair values of financial
instruments by valuation technique:
Level 1 : Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 : Inputs other than the quoted prices included within Level 1 that are observable for the asset or
liability, either directly or indirectly.
Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement
is unobservable.
I. Figures as at March 31, 2025
Particulars Carrying Fair value
Value Level 1 Level 2 Level 3
Financial assets at amortised cost:
Investments (Non-Current) 263.88 - - 263.88
Loan (Non-Current) 364.96 - - 364.96
Other Non-Current Financial Assets 341.50 - - 341.50
Trade Receivables 422.70 - - 422.70
Cash and Cash Equivalents 33.63 - - 33.63
Loan (Current) - - -
TOTAL 1,426.67 - - 1,426.67
Financial assets at fair value through profit
and loss:
Investments (Current) - - - -
Investments (Non-Current) 267.60 135.83 131.77 -
TOTAL 267.60 135.83 131.77 -
Financial liabilities at amortised cost:
Borrowings (Non Current) 989.37 - - 989.37
Borrowings (Current) 317.36 - - 317.36
Lease Liability (Non Current) 1,911.15 - - 1,911.15
Lease Liability (Current) 637.9 3 - - 637.9 3
Trade Payables 390.89 - - 390.89
Other financial liabilities (Non Current) 453.72 - - 453.72
TOTAL 4,700.42 - - 4,700.42
339DEV ACCELERATOR LIMITED
Notes to Restated Consolidated Financial Statements
(All amounts are in ₹ millions, unless otherwise stated)
II. Figures as at March 31, 2024
Particulars Carrying Fair value
Value Level 1 Level 2 Level 3
Financial assets at amortised cost:
Investments (Non-Current) 15.08 - - 15.08
Loan (Non-Current) 83.55 - - 83.55
Other Non-Current Financial Assets 362.12 - - 362.12
Trade Receivables 118.78 - - 118.78
Cash and Cash Equivalents 5.43 - - 5.43
Loan (Current) - - - -
TOTAL 584.96 - - 584.96
Financial assets at fair value through profit
and loss:
Investments (Current) - - - -
Investments (Non-Current) 75.87 75.87 - -
TOTAL 75.87
Financial liabilities at amortised cost:
Borrowings (Non Current) 701.12 - - 701.12
Borrowings (Current) 309.38 - - 309.38
Lease Liability (Non Current) 1,748.99 - - 1,748.99
Lease Liability (Current) 489.62 - - 489.62
Trade Payables 231.40 - - 231.40
Other financial liabilities (Non Current) 274.25 - - 274.25
TOTAL 3,754.76 - - 3,754.76
III. Figures as at March 31, 2023
Particulars Carrying Fair value
Value Level 1 Level 2 Level 3
Financial assets at amortised cost:
Investments (Non-Current) 9.50 - - 9.50
Loan (Non-Current) 1.20 - - 1.20
Other Non-Current Financial Assets 200.64 - - 200.64
Trade Receivables 36.50 - - 36.50
Cash and Cash Equivalents 5.44 - - 5.44
Loan (Current) - - - -
TOTAL 253.28 - - 253.28
Financial liabilities at amortised cost:
Borrowings (Non Current) 239.11 - - 239.11
Borrowings (Current) 92.90 - - 92.90
Lease Liability (Non Current) 1,630.85 - - 1,630.85
Lease Liability (Current) 387.85 - - 387.85
Trade Payables 170.44 - - 170.44
Other financial liabilities (Non Current) 214.33 - - 214.33
TOTAL 2,735.48 - - 2,735.48
No financial instruments have been routed through Other Comprehensive Income and hence separate
reconciliation disclosure relating to the same is not applicable.
340DEV ACCELERATORLIMITED
Notes to Restated Consolidated Financial Statements
(All amounts are in ₹ millions, unless otherwise stated)
38 Contingent liabilities:
The group has reviewed all its pending claims, litigations and other proceedings and has adequately
provided for wherever required. The group does not expect the out come of these proceedings to have a
material or adverse effect on financial position of the group. Contingent liabilities of the group is
disclosed as below:
As at As at As at
Particulars March 31, March 31, March 31,
2025 2024 2023
Indirect tax related matter 14.19 - -
- The Company has received a notice under ASMT-10 from the GST department for the financial year
2021–22 involving an amount of ₹8.77 million.
- The Company has received a notice from the GST department for the period 2018–19, involving
an amount of ₹2.86 million under the Goods and Service Tax Act, vide notice issued under Rule 142(5)
and Section 73 of the CGST Act.
- The Company has received a notice under ASMT-10 from the GST department for the financial
year 2024–25 involving an amount of ₹1.42 million.
- The Company has received a notice under ASMT-10 from the GST department for the financial year
2023–24 involving an amount of ₹1.06 million.
- The Company has received a notice under ASMT-10 from the GST department for the financial year
2024–25 involving an amount of ₹0.05 million.
341DEV ACCELERATOR LIMITED
Notes to Restated Consolidated Financial Statements
(All amounts are in ₹ millions, unless otherwise stated)
39 FINANCIAL RISK MANAGEMENT:
The company’s Board of Directors has overall responsibility for the establishment and oversight of the
company’s risk management framework. The company’s risk management policies are established to identify
and analyse the risks faced by the company, to set appropriate risk limits and controls and to monitor risks.
Risk management policies and systems are reviewed regularly to reflect changes in market conditions and
the company’s activities.
39.1 Credit risk Management:
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or
customer contract, leading to a financial loss. The carrying amount of following financial assets represents
the maximum credit exposure.
Trade Receivable:
The Company periodically assesses the financial reliability of customers, taking into account the financial
condition, current economic trends and ageing of accounts receivable. Individual risk limits are set
accordingly. The Company performs impairment analysis at each reporting date using expected credit
loss model. The Company does not hold collateral as security.
39.2 Liquidity Risk:
Liquidity Risk is defined as the risk that the company will not be able to settle or meet its obligations on
time or at reasonable price. The company’s treasury department is responsible for liquidity, funding as
well as settlement management. In addition, processes and policies related to such risks are overseen
by senior management. Management monitors the company’s net liquidity position through rolling
forecast on the basis of expected cash flows.
Maturity profile of financial liabilities:
The table below provides details regarding the remaining contractual maturities of financial liabilities at
the reporting date based on contractual undiscounted payments.
Particulars Borrowings Lease Trade Other Total
including Liabilities Payables Financial
interest Liabilities
obligations
As at 31st March, 2025
Less than 1 year 209.08 637.9 3 359.97 444.21 1,651.19
1 to 5 years 989.37 1,911.15 30.92 9.96 2,941.40
Total 1,198.45 2,549.08 390.89 454.17 4,592.59
342DEV ACCELERATOR LIMITED
Notes to Restated Consolidated Financial Statements
Particulars Borrowings Lease Trade Other Total
including Liabilities Payables Financial
interest Liabilities
obligations
As at 31st March, 2024
Less than 1 year 44.20 489.62 213.11 38.00 784.93
1 to 5 years 701.12 1,748.99 18.28 236.25 2,704.64
Total 745.32 2,238.61 231.39 274.25 3,489.57
Particulars Borrowings Lease Trade Other Total
including Liabilities Payables Financial
interest Liabilities
obligations
As at 31st March, 2023
Less than 1 year 13.94 387.85 164.05 8.56 574.40
1 to 5 years 239.11 1,630.85 6.39 205.77 2,082.12
Total 253.05 2,018.70 170.44 214.33 2,656.52
39.3 Market risk:
Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from
a change in the price of a financial instrument. The value of a financial instrument may change as a
result of changes in the interest rates, foreign currency exchange rates, equity prices and other market
changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive
financial instruments including investments and deposits, foreign currency receivables, payables and
loan borrowings.
The Company manages market risk through a treasury department, which evaluates and exercises
independent control over the entire process of market risk management. The treasury department
recommends risk management objectives and policies, which are approved by Senior Management
and the Audit Committee. The activities of this department include management of cash resources,
implementing hedging strategies for foreign currency exposures, borrowing strategies, and ensuring
compliance with market risk limits and policies.
39.4 Interest rate risk:
Interest rate risk is the risk that fair value or future cash flows of a financial instrument will fluctuate
because of changes in market interest rates. In order to optimize the company’s position with regards
to the interest income and interest expenses and to manage the interest rate risk, treasury performs a
comprehensive corporate interest rate risk management by balancing the proportion of fixed rate and
floating rate financial instruments in it total portfolio.
With all other variables held constant, the following table demonstrates the impact of the borrowing
cost on floating rate portion of loans and borrowings and excluding loans on which interest rate
swaps are taken.
343DEV ACCELERATOR LIMITED
Notes to Restated Consolidated Financial Statements
(All amounts are in ₹ millions, unless otherwise stated)
Nature of Borrowing Change Impact on PAT
in basis
As at 31st As at As at
points
March, March 31, March 31,
2025 2024 2023
Total borrowings (0.50) 4.89 3.74 1.23
0.50 (4.89) (3.74) (1.23)
39.5 Price Risk:
Investment Price Risk:
The company’s exposure to price risk arises from investments in equity and mutual fund held by the
company and classified in the balance sheet at fair value through profit or loss. To manage its price risk
arising from investments, the company diversifies its portfolio.
39.6Capital management:
For the purposes of the Company’s capital management, capital includes issued capital and all other
equity reserves. The primary objective of the Company’s Capital Management is to maximise shareholder
value. The company manages its capital structure and makes adjustments in the light of changes in
economic environment and the requirement of the financial covenants.
The company monitors capital using gearing ratio, which is net debt divided by total equity plus debt.
Particulars As at 31st As at As at
March, March 31, March 31,
2025 2024 2023
Borrowings 1,306.73 1,010.50 332.01
Less : Cash & Cash Equivalents 33.63 5.43 5.44
Net Debt (A) 1,273.10 1,005.07 326.57
Total Equity 548.20 287.97 12.24
Equity and Net Debt (B) 1,821.30 1,293.04 338.81
Gearing Ratio (A/B) 0.70 0.78 0.96
40 In terms of Ind AS 36 – Impairment of Assets issued by ICAI, the management has reviewed its fixed assets
and arrived at the conclusion that impairment loss which is difference between the carrying amount and
recoverable value of assets, was not material and hence no provision is required to be made.
41 AS LESSEE:
41.1 Right of use assets:
Property, plant and equipment comprises owned and leased assets that do not meet the definition of
investment property.
Particulars As at As at As at
March 31, March 31, March 31,
2025 2024 2023
Right-of-use assets, except for investment property 2,327.20 2,083.36 1,958.40
344DEV ACCELERATOR LIMITED
Notes to Restated Consolidated Financial Statements
(All amounts are in ₹ millions, unless otherwise stated)
41.2 Set out below are the carrying value of right of use assets and the movement during the year:
Particulars Amount
Balance as at March 31, 2022 687.18
Addition during the year 1,549.57
Less: Depreciation charge for the year (278.35)
Balance as at March 31, 2023 1,958.40
Addition during the year 600.93
Less: Depreciation charge for the year (401.77)
Less: Deduction & Adjustment (74.20)
Balance as at March 31, 2024 2,083.36
Addition during the year 671.71
Less: Depreciation charge for the year (447.9 8)
Less: Deduction & Adjustment (20.11)
Balance as at March 31, 2025 2,286.98
41.3 Carrying amounts of lease liabilities and the movement during the year
Particulars Amount
Balance as at March 31, 2022 712.71
Additions 1,510.95
Finance Cost accrued during the year 138.15
Payment of Lease Liabilities (including interest) (343.11)
Balance as at March 31, 2023 2,018.70
Additions 578.88
Finance Cost accrued during the year 241.15
Payment of Lease Liabilities (including interest) (600.12)
Balance as at March 31, 2024 2,238.61
Additions 648.18
Finance Cost accrued during the year 270.99
Payment of Lease Liabilities (including interest) (588.71)
Cancellation (6.03)
Modification (13.97)
Balance as at March 31, 2025 2,549.07
41.4 Maturity analysis of lease liabilities
Maturity analysis – Contractual undiscounted As at As at As at
cash flows March 31, March 31, March 31,
2025 2024 2023
Less than one year 637.92 489.62 387.85
One to five years 1,911.15 1,748.99 1,630.85
Total undiscounted lease liabilities - -
345DEV ACCELERATOR LIMITED
Notes to Restated Consolidated Financial Statements
(All amounts are in ₹ millions, unless otherwise stated)
41.5 Amounts recognised in profit or loss
Particulars As at As at As at
March 31, March 31, March 31,
2025 2024 2023
Interest on lease liabilities 270.99 241.15 138.15
Depreciation of right-of-use assets (447.98) (401.77) (278.35)
41.6 Amounts recognised in the statement of cash flows
Particulars As at As at As at
March 31, March 31, March 31,
2025 2024 2023
Total cash outflow for lease repayment during the year (341.14) (306.82) (204.96)
41.7 Lease liabilities included in the statement of financial position
Particulars As at As at As at
March 31, March 31, March 31,
2025 2024 2023
Current 637.9 3 489.62 387.85
Non-Current 1,911.15 1,748.99 1,630.85
42 INCOME TAX:
42.1 The major component of income tax expense for the each years ended :
Statement of Profit and Loss
Particulars For the year For the year For the year
ended ended ended
March 31, 2025 March 31, 2024 March 31, 2023
Current tax
Current income tax 13.77 1.30 -
Adjustment in respect of income tax of previous year 3.37 - -
Deferred tax
Deferred tax expense/ (credit) (7.88) (91.86) (32.15)
Income tax expense/(credit) reported in the 9.26 (90.56) (32.15)
statement of profit & loss
OCI Section
Particulars For the year For the year For the year
ended ended ended
March 31, 2025 March 31, 2024 March 31, 2023
Deferred tax related to items recognised in OCI
during the year
Income tax expense /(Credit) on remeasurement of 0.04 (0.02) (0.03)
benefit plans
Deferred tax charged to OCI 0.04 (0.02) (0.03)
346DEV ACCELERATOR LIMITED
Notes to Restated Consolidated Financial Statements
42.2 Reconciliation of tax expense and the accounting profit multiplied by domestic tax rate for the year
ended March 31, 2025, March 31, 2024 and March 31, 2023.
A) Current tax
Particulars For the year For the year For the year
ended ended ended
March 31, 2025 March 31, 2024 March 31, 2023
Applicable Tax Rate 26.00% 26.00% 26.00%
Profit/(Loss) before tax 27.37 (87.71) (161.30)
Income tax expense at tax rates applicable to - - -
individual entities
Income exempt from tax - - -
Expenses that are not decuctible - - -
Adjustment of tax for earlier years - - -
Impact of changes in tax rates - - -
Others - - -
Income Tax Expenses recongnised in Statement of - - -
Profit and Loss
B) Deferred tax
Particulars Balance Sheet
As at As at As at For the For the For the
March 31, March 31, March 31, year ended year ended year ended
2025 2024 2023 March 31, March 31, March 31,
2025 2024 2023
Deferred tax assets/
(liabilities)
On account of depreciation / (4.82) (4.56) (1.60) 0.25 2.94 1.77
amortisation
On account of Expenditure 0.89 0.58 0.77 (0.31) 0.19 (0.10)
charged to the statement of
profit and loss but allowable
on payment basis for tax
purpose
Other Adjustments 145.63 137.76 42.79 (7.87) (94.97) (33.79)
Deferred tax (expense)/ (7.92) (91.84) (32.12)
income
Deferred tax assets/ 141.71 133.79 41.96
(liabilities)
Reflected in the balance sheet
as follows
Deferred tax assets 146.53 138.35 43.56
Deferred tax liabilities (4.82) (4.56) (1.60)
Deferred tax liabilities / 141.71 133.79 41.96
(assets) - net
347DEV ACCELERATOR LIMITED
Notes to Restated Consolidated Financial Statements
(All amounts are in ₹ millions, unless otherwise stated)
Reconciliation of deferred tax (liabilities) / assets net As at As at As at
March 31, March 31, March 31,
2025 2024 2023
Opening balance 133.79 41.95 9.84
Tax income/(expense) during the period recognised in profit or 7.88 91.86 32.15
loss
Tax income/(expense) during the period recognised in OCI 0.04 (0.02) (0.03)
Closing balance 141.71 133.79 41.96
43 DUE TO MICRO, SMALL AND MEDIUM ENTERPRISE AND CONFIRMATIONS
(a) Due to Micro, Small and Medium Enterprise
Sr. Particulars As at As at As at
No. March 31, March 31, March 31,
2025 2024 2023
1 Principal amount and interest due thereon remaining 40.50 38.47 NIL
unpaid to any supplier as at the end of each accounting
year.
2 The amount of interest paid by the buyer in terms of NIL NIL NIL
section 16, of the Micro Small and Medium Enterprise
Development Act, 2006 along with the amounts of the
payment made to the supplier beyond the appointed
day during each accounting year.
3 The amount of interest due and payable for the period NIL NIL NIL
of delay in making payment (which have been paid
but beyond the appointed day during the year) but
without adding the interest specified under Micro
Small and Medium Enterprise Development Act, 2006.
4 The amount of interest accrued and remaining unpaid 0.53 0.17 NIL
at the end of each accounting year; and
5 The amount of further interest remaining due and NIL NIL NIL
payable even in the succeeding years, until such date
when the interest dues as above are actually paid to
the small enterprise for the purpose of disallowance
as a deductible expenditure under section 23 of the
MSMED Act 2006.
The company has initiated the process of obtaining confirmation from suppliers who have registered
themselves under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act,
2006). The above mentioned information has been compiled to the extent of responses received by the
company from its suppliers with regard to their registration under Micro, Small and Medium Enterprises
Development Act, 2006 (MSMED Act, 2006).
348SISYLANA
S’OITAR
44
%
%
%
oitaR
tnuomA
oitaR
tnuomA
oitaR
oitaR
tnuomA
tnuomA
oitaR
.rS
noitaiveD
noitaiveD
noitaiveD
ta
sa
ta
sa
ta
sa
ta
sa
ta
sa
ta
sa
ta
sa
ta
sa
oN
-2202
YF(
-3202
YF(
-4202
YF(
hcraM
hcraM
hcraM
hcraM
hcraM
hcraM
hcraM
hcraM
)32
)42
)52
2202
,13
2202
,13
3202
,13
3202
,13
4202
,13
5202
,13
4202
,13
5202
,13
oitaR
tnerruC
1
%32-
%99
%31
04.0
69.701
13.0
94.322
16.0
96.0
89.076
64.430,1
stessA
tnerruC
12.072
15.627
06.690,1
4
9
.794,1
seitilibaiL
tnerruC
oitaR
ytiuqe-ot-tbeD
2
%615-
%78-
%23-
)35.6(
67.831
71.72
10.233
15.3
93.2
05.010,1
37.603,1
sgniworroB
latoT
)62.12(
22.21
88.782
6
8
.7
45
ytiuqE
s'redloherahS
egarevoC
ecivreS
tbeD
3
oitaR
%85-
%521-
%665
)63.0(
)47.56(
)51.0(
)31.301(
rof
elbaliavA
sgninraE
40.0
42.0
87.13
37.572
gnicivreS
tbeD
30.481
14.515
esaeL
dna
tseretnI
68.768
38.921,1
stnemllatsnI
tnemyaP
oitaR
ytiuqE
no nruteR
4
%793-
%001-
%64
35.3
)21.57(
)05.01(
)03.821(
30.0
40.0
73.4
37.71
xaT
retfA
tfiorP
teN
)62.12(
22.21
50.051
7
8
.714
ytiuqE
s'redloherahS
revonruT
yrotnevnI
5
oitaR
AN
AN
AN
AN
-
AN
-
AN
AN
-
-
selaS
-
-
-
-
yrotnevnI
egarevA
revonruT
selbavieceR
6
oitaR
%841
%26-
%84-
91.21
24.732
81.03
82.874
35.11
69.5
71.598
57.885,1
selaS
tiderC
teN
74.91
05.63
stnuoccA
egarevA
46.77
83.662
elbavieceR
revonruT
selbayaP
7
oitaR
AN
AN
AN
AN
-
AN
-
AN
AN
-
-
sesahcruP
tiderC
teN
60.24
08.811
29.002
51.113
selbayaP
edarT
egarevA
DEV ACCELERATOR LIMITED
Notes to Restated Consolidated Financial Statements
349%
%
%
oitaR
tnuomA
oitaR
tnuomA
oitaR
oitaR
tnuomA
tnuomA
oitaR
.rS
noitaiveD
noitaiveD
noitaiveD
ta
sa
ta
sa
ta
sa
ta
sa
ta
sa
ta
sa
ta
sa
ta
sa
oN
-2202
YF(
-3202
YF(
-4202
YF(
hcraM
hcraM
hcraM
hcraM
hcraM
hcraM
hcraM
hcraM
)32
)42
)52
2202
,13
2202
,13
3202
,13
3202
,13
4202
,13
5202
,13
4202
,13
5202
,13
revonrut
latipac
teN
8
oitaR
%91-
%77
%36
)64.1(
24.732
)91.1(
82.874
)01.2(
)34.3(
71.598
57.885,1
selaS
teN
)52.261(
)20.305(
)26.524(
)64.364(
latipaC
gnikroW
oitar
tiforp
teN
9
%33-
%201-
%921
)23.0(
)21.57(
)12.0(
)03.821(
00.0
10.0
73.4
37.71
xaT
retfA
tiforP
24.732
82.874
71.598
57.885,1
selaS
teN
latipaC
no
nruteR
01
oitaR
deyolpme
%24-
%49-
%607-
)36.0(
)21.47(
)73.0(
)97.521(
)20.0(
31.0
)33.71(
45.102
TIBE
05.711
52.443
63.128
07.675,1
deyolpmE
latipaC
tnemtsevni
no
nruteR
11
oitaR
%0
%0
%0
00.1
08.7
00.1
64.9
fo
eulaV
tnerruC
00.1
00.1
59.09
84.135
fo
tsoC−tnemtsevnI
tnemtsevnI
08.7
64.9
59.09
84.135
tnemtsevnI
fo
tsoC
noitanalpxe
rehtruf
neht,
raey
suoiverp
ot
derapmoc
sa
%52
naht
erom
si
egnahc
fi
.soitar
evoba
gnitupmoc
rof
rotanimoned
dna
rotaremun
fo
noitamrofni
edivorp
llahs
ynapmoc
ehT*
dedivorp
eb
llahs
DEV ACCELERATOR LIMITED
Notes to Restated ConsolidatedFinancialStatements
(All amounts are in ₹ millions, unless otherwise stated)
350)52-4202
YF(noitaiveD
rof
nosaeR
oitaR
oN
.rS
oitaR
tnerruC
stessA
tnerruC
1
AN
seitilibaiL
tnerruC
oitaR
ytiuqe-ot-tbeD
raey
tsal
ot
derepmoc
sa
ytiuqe
fo
yaw
yb
sdnuf
eht
desiar
sah
ynapmoc
,raey
eht
gniruD
sgniworroB
latoT
2
.tbed
fo
erutan
ni
sdnuf
ot
noitroporp
ni
ytiuqE
s'redloherahS
oitaR
egarevoC
ecivreS
tbeD
raey
tsal
ot
derepmoc
sa
ytiuqe
fo
yaw
yb
sdnuf
eht
desiar
sah
ynapmoc
,raey
eht
gniruD
gnicivreS
tbeD
rof
elbaliavA
sgninraE
3
.tbed
fo
erutan
ni
sdnuf
ot
noitroporp
ni
stnemllatsnI
tnemyaP
esaeL
dna
tseretnI
oitaR
ytiuqE
no
nruteR
4
noitaived
tnacifingis
a
si
ereht
hcihw
ot
eud
tiforp
denrae
sah
ynapmoc
,raey
eht
gniruD
xaT
retfA
tiforP
teN
.oitar
ni
ytiuqE
s'redloherahS
oitaR
revonruT
yrotnevnI
5
selaS
AN
yrotnevnI
egarevA
oitaR
revonruT
selbavieceR
selaS
tiderC
teN
6
oitar
eht
ni
noitaived
si
ereht
os
dna
raey
eht
gnirud
selas
desaercni
si
erehT
elbavieceR
stnuoccA
egarevA
oitaR
revonruT
selbayaP
sesahcruP
tiderC
teN
7
AN
selbayaP
edarT
egarevA
DEV ACCELERATOR LIMITED
Notes to Restated ConsolidatedFinancialStatements
(All amounts are in ₹ millions, unless otherwise stated)
351)52-4202
YF(noitaiveD
rof
nosaeR
oitaR
oN
.rS
oitaR
revonrut
latipac
teN
8
selaS
teN
oitar
eht
ni noitaived
si
ereht
os
dna
raey
eht
gnirud
selas
desaercni
si
erehT
latipaC
gnikroW
oitar
tiforp
teN
ni
noitaived
tnacifingis
a si
ereht
hcihw
ot
eud
tiforp
denrae
sah
ynapmoc
,raey
eht
gniruD
xaT
retfA
tiforP
9
.oitar
selaS
teN
deyolpme
latipaC
no
nruteR
oitaR
01
ni
noitaived
tnacifingis
a si
ereht
hcihw
ot
eud
tiforp
denrae
sah
ynapmoc
,raey
eht
gniruD
TIBE
.oitar
deyolpmE
latipaC
oitaR
tnemtsevni
no
nruteR
fo
eulaV
tnerruC
11
AN
tnemtsevnI
fo
tsoC−tnemtsevnI tnemtsevnI
fo
tsoC
sdrawot
ynapmoC
eht
yb
snoitubirtnoc
eht
tcapmi
yam
hcihw
)edoC
eht(
0202
,ytiruceS
laicoS
no
edoC
eht
devorppa
sah
aidnI
fo
tnemailraP
ehT
54
selur
laniF
.0202
,31
rebmevoN
no
edoC
eht
rof
selur
tfard
desaeler
sah
tnemyolpmE
dna
ruobaL
fo
yrtsiniM
ehT
.CISE
dna
ytiutarg
,dnuf
tnedivorp
.yna
fi
,tcapmi
detaler
drocer
lliw
dna
tceffe
otni
semoc
ti
nehw
edoC
eht
fo tcapmi
eht
ssessa
lliw
ynapmoC
ehT
.deifiton
eb
ot
tey
era
edam
selur
eht
dna
)8891
fo
54(
8891
,tcA
)noitibihorP(
snoitcasnarT
imaneB
eht
rednu
denifed
sa
ytreporp
imaneb
yna
dloh
ton
seod
puorg
ehT
64
snoitcasnarT
imaneB
eht
rednu
ytreporp
imaneb
yna
gnidloh
rof
puorg
eht
tsniaga
gnidnep
ro
detaitini
neeb
sah
gnideecorp
oN
.rednuereht
.rednuereht
edam
selur
eht
dna
)8891
fo
54(
8891
,tcA
)noitibihorP(
.doirep
yrotutats
eht
dnoyeb
COR
htiw
deretsiger
eb
ot
tey
si
hcihw
,noitcafsitas
ro
segrahc
yna
evah
ton
seod
puorg
ehT
74
.raey
laicnanif
eht
gnirud
ycnerruc
lautriv
ro ycnerruc
otpyrc
ni
detsevni
ro
dedart
ton
sah
puorg
ehT
84
DEV ACCELERATOR LIMITED
Notes to Restated ConsolidatedFinancialStatements
(All amounts are in ₹ millions, unless otherwise stated)
352DEV ACCELERATOR LIMITED
Notes to Restated Consolidated Financial Statements
49 As on March 31, 2025, there is no unutilised amounts in respect of long term borrowings from banks and the
borrowed funds have been utilised for the specific purpose for which the funds were raised.
50 The group does not have any such trasaction which is not recorded in the books of accounts that has been
surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961
(Such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).
51 The group have not advanced or loaned or invested funds to any other person(s) or entity(ies), including
foreign entities (Intermediaries) with the understanding that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or
on behalf of the group (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
52 The group have not received any fund from any person(s) or entity(ies), including foreign entities (Funding
Party) with the understanding (whether recorded in writing or otherwise) that the group shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or
on behalf of the Funding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
53 Previous year’s figures have been regrouped/re-arranged/recasted, wherever necessary, so as to make them
comparable with current year’s figures.
54 The Group does not have any transactions with companies struck - off under Section 248 of the Companies
Act, 2013 or Section 560 of Companies Act, 1956.
55 “The group has used accounting software for maintaining its books of accout which has a feature of recording
audit trail (edit log) facility and the same has been operated throughout the year for all relevant transactions
recorded in the software. Further, there are no instances of audit trail being tampered with. Additionally,
the audit trail of prior year(s) has been preserved by the group as per the statutory requirements for record
retention to the extent it was enabled and recorded in the respective years.
As per our attached report of even date For and on behalf of the Board of Directors of
Dev Accelerator Limited
For Nisarg J. Shah & Co. Sd/- Sd/-
Chartered Accountants Umesh Uttamchandani Parth Shah
Firm Regn. No. 128310W Managing Director Chairman
DIN : 07496423 DIN : 07496443
Sd/- Sd/- Sd/-
Parag Bhatt Anjan Trivedi Parthiv Panchal
Partner Company Secretary Jt. Chief Financial Officer
Membership No. F133342
UDIN No. : 25133342BMOYAH8805
Sd/-
Place : Ahmedabad Parin Shah
Date : 07th July 2025 Jt. Chief Financial Officer
353OTHER FINANCIAL INFORMATION
The audited standalone financial statements of our Company and our Material Subsidiary for the Fiscals 2025, 2024 and
2023, respectively, together with all annexures, schedules and notes thereto (“Audited Financial Statements”) are
available on our website at https://devx.work/.
Our Company is providing a link to this website solely to comply with the requirements specified in the SEBI ICDR
Regulations. The Audited Financial Statements or any other information on such website does not constitute, (i) a part of
this Red Herring Prospectus; or (ii) a prospectus, a statement in lieu of a prospectus, an offering circular, an offering
memorandum, an advertisement, an offer or a solicitation of any offer or an offer document or recommendation or
solicitation to purchase or sell any securities under the Companies Act, the SEBI ICDR Regulations, or any other
applicable law in India or elsewhere in the world. The Audited Financial Statements should not be considered as part of
information that any investor should consider when subscribing for or purchasing any securities of our Company and
should not be relied upon or used as a basis for any investment decision. None of our Company or any of its advisors,
nor BRLM nor any of their respective employees, directors, affiliates, agents or representatives accept any liability
whatsoever for any loss, direct or indirect, arising from reliance placed on any information presented or contained in the
Audited Financial Statements, or the opinions expressed therein.
The accounting ratios required under Clause 11 of Part A of Schedule VI of the SEBI ICDR Regulations derived from
our Restated Consolidated Financial Information are given below:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Basic earnings per equity share at face value of ₹ 2 each (post 0.27 0.08 (2.55)
bonus and split) (in ₹)(1)(2)(3)(4)
Diluted earnings per equity share of face value of ₹ 2 each (post 0.27 0.08 (2.55)
bonus and split) (in ₹) (1)(2)(3)(4)
Return on Net Worth (%)(5) 3.24 1.52 (1,049.92)
Net Asset Value per Equity Share (₹)(6) 7.68 4.10 (0.43)
Earnings before interest, tax, depreciation and amortisation 804.57 647.39 298.81
(EBITDA) (₹ in million) (7)
EBITDA Margin (%)(8) 50.64 59.90 42.74
The ratios have been computed as under:
(1) In accordance with IND AS 33, Basic earnings per share are calculated by dividing the net restated profit or loss for the year
attributable to equity shareholders by the weighted average number of Equity Shares outstanding during the year.
(2) In accordance with Ind AS 33, Diluted earnings per equity share means diluted earnings per share are calculated by dividing the
net restated profit/(loss) for the year attributable to equity shareholders by the weighted average number of Equity Shares
outstanding during the year as adjusted for the effects of all dilutive potential Equity Shares during the year.
(3) Pursuant to resolutions passed by our Board at its meeting dated September 19, 2024 and the Shareholders at their EGM dated
September 19, 2024, our Company has issued bonus shares in the proportion of 900:1 i.e. 900 Equity Shares of ₹10 each for
every 1 Equity Share of ₹10 each held by existing equity Shareholders of the Company.
(4) Pursuant to resolutions passed by our Board at its meeting dated September 19, 2024 and the Shareholders at their EGM dated
September 19, 2024, our Company has sub-divided its Equity Shares of face value of ₹10 each to Equity Shares of face value of
₹2 each.
(5) Return on net worth is calculated as restated profit/(loss) for the year divided by net worth.
(6) Net Asset Value per Equity Share (in ₹): Net Asset Value per Equity Share is calculated as total of equity share capital and other
reserves as of the end of relevant year divided by the number of equity shares outstanding at the end of the year. The Net Asset
Value per equity share disclosed above is after considering the impact of bonus and subdivision of the issued equity shares.
(7) EBITDA is calculated as profit / (loss) before tax plus finance costs, depreciation and amortisation expense and less other income.
(8) EBITDA Margin is calculated as EBITDA divided by Revenue from Operations.
For a reconciliation of non-GAAP measures, see “Management’s Discussion and Analysis of our Results of Operations
– Non-GAAP Financial Measures” on page 378.
Related Party Transactions
For details of the related party transactions, as per the requirements under applicable Accounting Standards, i.e., Ind AS
24 -Related Party Disclosures, read with the SEBI ICDR Regulations for Fiscals 2025, 2024 and 2023 and as reported in
the Restated Consolidated Financial Information, see “Restated Consolidated Financial Information – Note 35 – Related
Party Disclosures for the year ended March 31, 2025” on page 334.
354CAPITALISATION STATEMENT
The following table sets forth our Company’s capitalization as at March 31, 2025, on the basis of the Restated Consolidated
Financial Information, and as adjusted for the Issue. This table should be read in conjunction with the sections
“Management’s Discussion and Analysis of Financial Position and Results of Operations”, “Restated Consolidated
Financial Information” and “Risk Factors” on pages 359, 284 and 43, respectively.
(₹ in million, except ratios)
Pre-Issue as at March 31, As adjusted for the proposed
Particulars
2025 * Issue**
Borrowings ***
Current borrowings (I) 317.36 [●]
Non-current borrowings (including current [●]
989.37
maturities of long term borrowing) (II)
Total Borrowings (III = I + II) = (A) 1,306.73 [●]
Equity ***
Equity share capital (IV) 169.15 [●]
Other Equity (V) 378.71 [●]
Non-Controlling Interest (VI) 0.34 [●]
Total equity (VII = IV + V + VI) = B 548.20 [●]
Capitalisation (A) + (B) 1,854.93 [●]
Total Borrowings / Total Equity (III/VII) 2.38 [●]
Total Non-current borrowings / Total Equity [●]
1.80
(II/VII)
Notes:
* The amounts disclosed above are based on Restated Consolidated Financial Information of our Company;
** The corresponding post Issue capitalisation data for each of amounts mentioned in the above table is not determinable at this stage
pending the completion of book building process and hence the same has not been provided in above table. To be updated upon
finalization of the Issue Price;
*** All terms shall carry the meaning as per Schedule III of the Companies Act, 2013, as amended;
355FINANCIAL INDEBTEDNESS
Our Company avails loans and financing facilities in the ordinary course of our business for meeting our working capital
and business requirements. For details of the borrowing powers of our Board, see “Our Management – Borrowing
Powers” on page 262.
We have obtained the necessary consents from the lenders of our Company as required under the relevant financing
documentation for undertaking activities in relation to the Issue, inter alia, including effecting change in our capital
structure, change in our shareholding pattern, change in our constitutional documents and change in the composition of
our Board.
The details of the indebtedness of our Company as on May 31, 2025, on a consolidated basis, is provided below:
(₹ in million)
Sanctioned amount as
Category of borrowings Outstanding amount as on May 31, 2025
on May 31, 2025
Borrowings of Company
Secured
Fund based
Working capital facilities 91.54 89.73
Term loans 470.00 333.03
Non-Convertible Debentures 642.00 469.20
Sub Total (A) 1,203.54 891.96
Unsecured
Fund based
Term loans 427.95 383.71
Sub-total (B) 427.95 383.71
Total 1,631.49 1,275.67
*As certified by M/s. Nisarg J Shah & Co., Chartered Accountants, pursuant to their certificate dated September 02, 2025.
Post May 31, 2025, our Company has availed borrowings amounting to ₹75.00 million, from Ratnaafin Capital Private
Limited, 121 Finance Private Limited and Capwise Finance Private Limited.
Principal terms of the borrowings availed by our Company:
The details provided below are indicative and there may be additional terms, conditions and requirements under various
financing documentation executed by our Company in relation to our indebtedness.
1. Interest: The interest rate for the unsecured borrowings availed by our Company typically ranges from 9% per
annum to 19.95% per annum. While the interest rate for the secured working capital facilities typically ranges from
9.50% per annum to 11.50% per annum which is linked to the T-bill, marginal cost of fund-based lending rate or
external benchmark rates, and the interest rate for the secured term loans typically ranges from 10% per annum to
15.50% per annum. The interest rate for the NCDs issued by our Company, ranges from 13% per annum to 18%
per annum.
2. Penal interest: The terms of certain of our borrowings prescribe penalties for non-compliance of certain obligations
by us, inter alia, delay in the repayment of principal instalment, interest, charges or other monies due on the facility,
non-submission of annual financial statements and other irregularities as specified in the terms of sanction or such
facility documents. The default interest rate under such facility documents, typically ranges from 2% per annum to
9% per annum. Additional interest as specified by the lenders may be charged in case of continuation of the non-
compliance beyond a certain period.
With respect to the NCDs issued by our Company, the debenture holders are entitled to an additional interest at 2%
per annum over the interest rate for the defaulting period on the defaulted amount.
3. Validity/tenor: The tenor of the unsecured borrowings availed by our Company typically ranges from 3 months to
36 months. Certain of the secured working capital facilities availed by us are repayable on demand. These working
capital facilities generally have a tenor of 12 months to 15 months and may be rolled over within the period specified
in the respective facility documents. Further, the tenor of the secured term loans availed by our Company typically
ranges from 36 months to 60 months.
356The NCDs issued by our Company have a tenor typically ranging from 23 months to 35 months.
4. Pre-payment penalty: We have the option to prepay the lenders, subject to payment of prepayment charges at such
rate as may be stipulated by the lenders which typically ranges from nil to 5%. Further, some loans may be prepaid
without any prepayment charges subject to fulfilment of conditions, including by providing prior notice to the
lender. Further, some loans may be prepaid without any prepayment charges subject to fulfilment of conditions.
The prepayment rate for the NCDs issued by our Company currently ranges between nil to 2% on the outstanding
Debentures.
5. Security: In terms of the borrowings by the Company where security needs to be created, security is created among
other things, inter alia, by way of (i) first and exclusive charge by way of hypothecation over identified receivables
(lease rentals) of the Company; (ii) hypothecation of moveable assets including and charge over entire current assets
(both present and future); (iii) demand promissory note; (iv) corporate guarantee by the Company; and (v) personal
guarantees from the promoters of our Company namely, Umesh Satishkumar Uttamchandani, Parth Naimeshbhai
Shah, Rushit Shardulkumar Shah and Jaimin Jagdishbhai Shah. There may be additional requirements for creation
of security under the various borrowing arrangements entered into by us.
For NCD borrowings, we enter into debenture trust deeds (“DTDs”) with the debenture trustee. The NCDs
borrowings are secured, inter alia, by way of:
(i) sole and exclusive charge by way of hypothecation on the fixed and current assets of the Company;
(ii) first and exclusive charge on the gross block of the fixed assets of the Company located at various branches;
(iii) fixed and exclusive charge on the identified clients contracts and associated lease rental receivables;
(iv) sole and exclusive charge by way of pledge of equity shares of Janak Urja Private Limited and Ausil Enterprise
Private Limited held by the Company;
(v) personal guarantees from some of our Promoters namely, Umesh Satishkumar Uttamchandani, Parth
Naimeshbhai Shah, Rushit Shardulkumar Shah and Jaimin Jagdishbhai Shah.
6. Repayment: The unsecured borrowings availed by our Company are typically repayable between 3 months to 36
months. The term loans availed by our Company are typically repayable in structured instalments, in accordance
with the loan documentation, as applicable. The working capital facilities availed by us are typically repayable on
demand in accordance with their respective sanction letters and loan documents.
Further, the redemption period for the NCDs issued by our Company ranges from 23 months to 35 months.
7. Key covenants: In terms of our borrowing arrangements, we are required to comply with various financial
covenants, restrictive covenants and conditions restricting certain corporate actions, and we are required to take
prior consent from the lender or the debenture trustee (acting on the instructions of the majority debenture
holders) and/or intimate the respective lender or debenture trustee (acting on the instructions of the majority
debenture holders) before carrying out such actions, including, but not limited to the following:
(a) Effectuating any change in our capital structure, ownership or shareholding pattern including transfer or issue
of shares and in the management control of our Company.
(b) effecting any change in our ownership or capital structure where the shareholding of certain of our existing
Promoters gets diluted below current levels or leads to dilution in controlling stake;
(c) Entering into any scheme of merger, amalgamation, de-merger, re-arrangement, reorganization, compromise
or reconstruction by our Company or investing in third parties.
(d) Effecting any change in the management or management set up of our Company or any change in the
composition of our Board, management control of our Company.
(e) Undertaking any expansion or further capital expenditure except being funded by our Company’s own
resources.
(f) Making any changes in the Memorandum of Association and Articles of Association our Company.
357(g) Selling, assigning, mortgaging or disposing off any fixed assets of our Company.
(h) Creating charge, lien or encumbrance over the Company’s undertaking or any part thereof in favor of any
financial institution, bank, company, firm or persons.
(i) making any change in the general nature of the business or operations of our Company.
This is an indicative list and there additional restrictive and covenants under the various borrowing
arrangements entered into by our Company.
8. Events of default: In terms of the borrowing arrangements entered into by our Company, the occurrence of any of
the following, inter alia, constitutes an event of default:
(a) default in payment of interest, other charges or instalment amount due or repayment of principal amounts;
(b) any change of ownership, control and/or management of the Company without prior consent of the lenders;
(c) material adverse change affecting the business or financial position of the Company;
(d) utilisation of the facilities or any part thereof for purposes other than as sanctioned by the lender;
(e) initiation of winding-up or liquidation proceedings of the Company;
(f) Cessation to carry on our business or any material part of the business or gives notice of our intention to do
so.
9. Consequences of occurrence of events of default: In terms of our borrowing arrangements, the following, among
others, are the consequences of occurrence of events of default, whereby the lenders may, inter alia:
(a) Declare that any amount outstanding under or in relation to the facility (whether principal, interest or other
sum and whether or not then due) be immediately payable on demand within such time period as specified by
the lender;
(b) Impose penal interest over and above the contracted rate on the amount in default;
(c) Appoint nominee directors on the board of directors and all the key committees of the Company;
(d) Enforce any/all security provided to the lenders in terms of the facility documents including by invoking the
guarantee(s) if any furnished;
(e) Initiate legal proceedings for recovery of their dues;
(f) Exercise any other rights/remedies available to the lender under any regulations/law or the facility documents.
This is an indicative list and there may be additional terms that may amount to an event of default under the various
borrowing arrangements entered into by us.
For risks in relation to additional financing which we may be required to avail, see “Risk Factors –18. We have
substantial capital expenditure and working capital requirements and may require additional financing to meet
those requirements, which could have a material adverse effect on our results of operations, cash flows and financial
condition.” on page 55.
358MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following discussion is intended to convey management’s perspective on our financial condition and results of
operations for Fiscals 2023, 2024 and 2025. You should read the following discussion and analysis of our financial
condition and results of operations in conjunction with our Restated Consolidated Financial Information as of and
for Fiscals 2023, 2024 and 2025, including the related annexures.
Unless otherwise indicated or context otherwise requires, the financial information for Fiscals 2023, 2024 and 2025
is derived from the Restated Consolidated Financial Information, included in this Red Herring Prospectus. For
further information, see “Restated Consolidated Financial Information” and “Summary of Financial Information”
on pages 284 and 86. Our Fiscal year ends on March 31 of each year. Accordingly, all references to a particular
Fiscal are to the 12-month period ended March 31 of that year.
The industry-related information contained in this section is derived from the industry report titled “India’s Flex
Space Market” dated July 25, 2025, prepared by JLL (the “JLL Report”) and JLL was appointed by our Company
pursuant to a consulting services agreement dated May 23, 2024, as amended. We commissioned and paid for the
JLL Report for the purposes of confirming our understanding of the industry specifically for the purpose of the Issue,
as no report is publicly available which provides a comprehensive industry analysis, particularly for our Company’s
services, similar to the JLL Report. JLL is an independent agency and is not a related party of our Company, its
Subsidiaries, Associates, Directors, Promoters, Key Managerial Personnel, Senior Management or the Book Running
Lead Manager. A copy of the JLL Report is available on the website of our Company at https://devx.work/ investor-
relations.
We have included certain non-GAAP financial measures and other performance indicators relating to our financial
performance and business in this Red Herring Prospectus, each of which is a supplemental measure of our
performance and liquidity and not required by, or presented in accordance with, Ind AS, Indian GAAP, IFRS or U.S.
GAAP. Furthermore, such measures and indicators are not defined under Ind AS, IFRS, U.S. GAAP or other
accounting standards, and therefore should not be viewed as substitutes for performance, liquidity or profitability
measures under such accounting standards. In addition, such measures and indicators, are not standardised terms,
hence a direct comparison of these measures and indicators between companies may not be possible. Other
companies may calculate these measures and indicators differently from us, limiting their usefulness as a comparative
measure. Although such measures and indicators are not a measure of performance calculated in accordance with
applicable accounting standards, our Company’s management believes that they are useful to an investor in
evaluating our operating performance. For risks relating to such non-GAAP measures, see “Risk Factors –27. We
have presented certain supplemental information of our performance and liquidity which is not prepared under or
required under Ind AS” on page 62.
This discussion contains forward-looking statements that involve risks and uncertainties and reflects our current view
with respect to future events and financial performance. Actual results may differ from those anticipated in these
forward-looking statements as a result of factors such as those set forth under “Forward-Looking Statements” and
“Risk Factors” on pages 28 and 43, respectively.
Overview
We are one of the largest flex space operators in Tier 2 markets in terms of operational flex stock(Source: JLL report).
Since our inception, we have established our presence in both Tier 1 and Tier 2 markets across India, including regions
such as Delhi NCR, Hyderabad, Mumbai, Pune, Ahmedabad, Gandhinagar, Indore, Jaipur, Udaipur, Rajkot and Vadodara
as of May 31, 2025.
Our comprehensive office space solutions include sourcing office spaces, customizing designs, developing spaces and
providing technology solutions to providing complete asset management. This means we not only create and manage
office environments but also ensure that they operate efficiently, allowing our clients to focus on their core business
activities. For this purpose, we ensure property upkeep, including regular cleaning, HVAC (heating, ventilation, and air
conditioning) maintenance, plumbing, electrical systems, house keeping, administrative assistance, etc. This ensures that
the office environment is always ready for use, without clients needing to manage these day-to-day operational tasks.
As on May 31, 2025, we have over 250 clients and 28 Centers across 11 cities in India, with 14,144 seats covering a total
area under management of 860,522 square feet.
Our clientele comprises of large corporates, MNCs and SMEs, to whom we offer a variety of flexible office space
solutions such as managed office spaces and coworking spaces as well as design and execution services through our
Subsidiary, Neddle and Thread Designs LLP.
359The flexible workspace solutions provided by us at our Centers are divided in the following segments:
Managed office spaces: This workspace solution is tailored for large businesses seeking customized office set-ups,
ranging from 100 to 500 seats. We provide a broad spectrum of services to enterprises, encompassing customised design,
developing spaces, and management of the same, which are aimed at creating a bespoke workspace environment for our
clients.
Coworking spaces: This workspace solution allows individuals to any available desk at our ready-to-use workspaces,
promoting a collaborative work environment. This model is ideal for freelancers, start-ups, and remote workers seeking
adaptability and networking opportunities.
Design and execution services: As part of our workspace solution offerings, we provide comprehensive design and build
solutions, for developing our Centers as well as developing external commercial offices of our clients, through our
Subsidiary, Neddle and Thread Designs LLP.
Payroll management services: We offer end-to-end solutions, from employee onboarding to exit, using our employee
management software to streamline payroll processing, compliance, and statutory requirements.
Facility management services: Our facility management services include dedicated IT infrastructure, housekeeping,
valet parking, security services, and stationery management. These services are designed to support our clients’
operational needs and enhance their overall workplace experience.
IT/ITes services: As part of this offering, we, amongst others, offer software development solutions, cloud services, data
analytics services, digital marketing, through our Subsidiary, Saasjoy Solutions Private Limited.
Our primary focus is on serving large corporates by offering managed office solutions. Such offerings have average lease
tenures ranging from 5 to 9 years, with lock-in periods of 3.5 to 5 years. These longer lease commitments provide a stable
and predictable revenue stream, help build stronger relationships with occupiers potentially leading to contract renewals
or expansions in the future, and achieve operational efficiency in the managed space segment (Source: JLL Report).
Our revenue contribution from managed office space solutions in Fiscals 2025, 2024 and 2023 is ₹ 933.75 million,
₹740.35 million and ₹353.14 million, respectively, constituting 58.77%, 68.50% and 50.51%, respectively, of our revenue
from operations.
Our understanding of the modern workforce has enabled us to deliver customized solutions for our clientele. This has
established us as a comprehensive, one-stop platform for flexible workplace requirements as shown below:
360For further details in relation to our flexible workspace solutions, see “Our Business-Our Service Offerings” on page 224.
The table below sets forth a break-down of revenue generated from our service offerings for the years indicated below:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
% of % of
% of Revenue
Amount (₹ Revenue Amount (₹ in Amount (₹ Revenue
Segment wise Revenue from
in million) from million) in million) from
Operations
Operations Operations
Managed Space Services 933.75 58.77 740.35 68.50 353.14 50.51
Co-working Space 89.07 5.61 85.23 7.89 47.66 6.82
Payroll Management Service 22.24 1.40 38.88 3.60 34.71 4.96
Designing & Execution 403.01 25.37 185.70 17.18 220.83 31.59
Facility Management & 58.85 3.70 30.71 2.83 42.77 6.12
Other Services
IT/ ITes Services 81.83 5.15 - - - -
Total 1,588.75 100.00 1,080.87 100.00 699.11 100.00
Our key performance indicators for the last three Fiscals are as follows:
(₹ in million, unless otherwise stated)
Particulars Unit Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue from Operations(1) ₹ 1,588.75 1,080.87 699.11
Revenue CAGR (Fiscal 2023 to 2025) (%)(2) % 50.75
EBITDA(3) ₹ 804.57 647.39 298.81
EBITDA Margin (%)(4) % 50.64 59.90 42.74
Restated Profit/ (Loss) for the year(5) ₹ 17.73 4.37 (128.30)
Restated Profit/ (Loss) for the year as a % of % 1.00 0.39 (17.98)
total Income(6)
Total Equity(7) ₹ 547.86 287.88 12.22
Capital Employed(8) ₹ 1,820.96 1,292.95 338.79
Total Assets(9) ₹ 5,403.76 4,110.89 2,824.22
ROCE(%)(10) % 25.95 17.31 3.65
Debt / Equity (11) Times 2.39 3.51 27.17
Operational Cities(12) Number 11 11 9
Operational Centers(13) Number 26 25 17
361Particulars Unit Fiscal 2025 Fiscal 2024 Fiscal 2023
Operational Super Built-up Area (14) Million square 0.84 0.81 0.63
feet
Number of Capacity Seats in Operational Number 13,759 12,543 10,165
Centers(15)
Number of Occupied Seats in Operational Number 12,054 10,422 8,218
Centers(16)
Occupancy rate in Operational Centers (%)(17) % 87.61 83.09 80.85
Notes:
1. Revenue from operations means revenue from operations as per the Restated Consolidated Financial Information;
2. Revenue CAGR growth provides information regarding the growth in terms of our business for the respective period in terms of
CAGR;
3. EBITDA is calculated as profit / (loss) before tax plus finance costs, depreciation and amortisation expense and less other income;
4. EBITDA Margin is calculated as EBITDA divided by Revenue from Operations;
5. Restated Profit / (Loss) for the year means the restated profit / (loss) for the year after tax as per the Restated Consolidated
Financial Information;
6. Restated Profit / (Loss) for the year as a % of Total Income is calculated as restated profit / (loss) for the year divided by Total
Income;
7. Total Equity is calculated as total Net worth excluding non-controlling interest;
8. Capital employed is calculated as the sum of total Net worth, total borrowings minus cash & cash equivalents;
9. Total Assets means sum for non- current and current assets of our Company;
10. Return on Capital Employed (ROCE) is calculated as EBIT divided by capital employed where (i) EBIT means EBITDA plus
depreciation and amortization expense including other income;
11. Debt to Equity Ratio is calculated as total borrowings divided by total net worth;
12. Operational Cities refer to cities where (i) our Company have entered into binding lease or operating arrangements with our
space owners; (ii) our Company have paid the security deposit to the space owners; and (iii) clients can start availing our
Company’s services at the Centers;
13. Operational Centers refer to centers where (i) our Company have entered into binding lease or operating arrangements with
their space owners; (ii) our Company have paid the security deposit to the space owners; and (iii) clients can start availing our
Company’s services at the Centers;
14. Operational Super Built-up Area of a property is the total contracted area, which includes the carpet area, along with the terrace,
balconies, areas occupied by walls, and areas occupied by common/shared construction for all our Centers;
15. Number of Capacity Seats in Operational Centers means the maximum number of Seats available across all our Operational
Centers;
16. Number of Occupied Seats in Operational Centers means Total number of Seats contracted in the Company’s Operational
Centers;
17. Occupancy rate in Operational Centers - The percentage of Number of Occupied Seats in Operational Centers divided by the
Capacity seats in Operational Centers.
Significant Factors Affecting our Financial Condition and Results of Operations
Revenue drivers
Number of Centers and seats
The expansion of our number of Centers and seats is one of the important factors affecting our results of operations and
financial condition. As of May 31, 2025, we have operations across 11 cities, including Delhi NCR, Hyderabad, Mumbai,
Pune, Ahmedabad, Gandhinagar, Indore, Jaipur, Udaipur, Rajkot and Vadodara, covering a total area under management
of 860,522 sq. ft. with 28 Operational Centers and 14,144 Operational Seats.
We have increased the total number of Centers from 17 Operational Centers and 10,165 Operational Seats as of March 31,
2023 to 26 Operational Centers and 13,759 Operational Seats as of March 31, 2025. Between March 31, 2023 to March
31, 2025, our Operational Centers, Operational Seats and Operational Super Built-Up Area grew at a CAGR of 23.67%,
16.34% and 15.24%, respectively.
The expansion of Centers and seats is expected to provide economies of scale thereby resulting in an increase in our
revenue. As on May 31, 2025, we have 28 Centers, out of which 21 Centers operate under the straight lease model
wherein landlords lease space to operators at a fixed rental amount and 1 Center under the revenue share model wherein
the rent payment that operators make to landlords is based on a percentage of the generated revenue. Our balance Centers
i.e. 6 Centers are furnished by landlords wherein the landlord provides fully furnished and equipped office spaces to flex
operators. For details in relation to the sourcing and procurement of our workspaces, see “Our Business -Sourcing and
asset procurement strategy” on page 365.
362Our understanding of evolving consumer preferences has not only enabled us to grow but also enabled us to expand our
presence across the country more seamlessly. In order to identify and select the cities and submarkets where we propose
to set up our Centers, comprehensive market research and financial analysis is conducted to assess the practicality and
viability of establishing a Center. We also deploy a dedicated team for carrying out in person site inspections and
evaluations. Factors such as accessibility and connectivity, surrounding location profile, preferably having strong
residential catchment area, visibility, safety, proximity to public amenities, the grade of the building, competitor
landscape and favorable state and government policies to evaluate future growth prospects of the location are taken into
consideration. We also assess certain operational parameters such as potential seat price, operating expenses and
occupancy timeframe, to assess the financial viability of a potential Center.
Occupancy rate
As on May 31, 2025, we have over 250 clients, which includes large corporates or multinational corporations, SMEs,
start-ups and freelancers. Our clients operate in a diverse range of industries such as information technology, information
technology enabled services, media and entertainment, banking, financial services, education services, manufacturing
and insurance, and consulting. Our results of operations are also driven by the levels of occupancy at our Centers. We
have cumulatively added more than 265 Clients between March 31, 2023 to March 31, 2025. We have increased our
occupancy percentage from 80.85% as of March 31, 2023 to 87.61% as of March 31, 2025 thereby highlighting our
ability to expand and grow our business operations at a healthy pace. The occupancy percentage is calculated as Occupied
Seats divided by the total operational seats within the period.
We maintain consistently high occupancy rates across all Centers, driven by the quality of services and the strategic
location of office spaces.
Occupancy levels depend on several factors such as demand for, and comparable supply of, flexible workspace solutions
in the submarkets in which we operate, rates in comparison with competing properties, attractiveness of our Centers, the
range of amenities available at our Centers and the ability to provide space or enter into new arrangements without
significant intervals of time or incurring significant costs.
Geographic distribution and Client Industry
A significant factor affecting our business performance is the geographic spread of our Centers. Our revenue from lease
rentals is based on the underlying rents we pay to space owners. Since rent rates vary by city, our pricing structure reflects
these differences through a multiplier applied to the rents payable to Landlords.
The table below sets forth certain information relating to the presence of our Centers across various cities along with the
city wise revenue for the years indicated below:
Number of Fiscal 2025 Fiscal 2024 Fiscal 2023
Location
Centers (₹ in million) (₹ in million) (₹ in million)
Tier 1 Cities
Mumbai, Maharashtra 2 142.12 126.27 57.49
Pune, Maharashtra 3 90.52 71.10 43.50
Noida, Uttar Pradesh 3 91.41 74.71 44.65
Hyderabad, Telangana 2 78.37 73.00 56.98
Total (A) 10 402.42 345.08 202.62
Tier 2 Cities
Ahmedabad, Gujarat 8 482.84 375.90 242.08
Vadodara, Gujarat 2 130.35 83.30 76.94
Rajkot, Gujarat 1 15.78 12.35 9.61
Gandhinagar, Gujarat 1 47.15 11.54 -
Jaipur, Rajasthan 2 95.37 129.16 74.96
Udaipur, Rajasthan 1 5.87 - -
Indore, Madhya Pradesh 1 26.61 23.10 -
Total (B) 16 803.97 635.35 403.59
Grand Total (A+B) 26 1,206.39 980.43 606.21
Note:
The table above sets forth information relating to the presence of our Centers across various city wise revenue for the periods indicated
above. The overall revenue of the Company is generated from service offerings which comprise: (i) Managed service spaces, (ii) Co-
363working space, (iii) Payroll management services, (iv) Designing & execution, and (v) Facility management & other services, as
disclosed on page 216 of this RHP. However, the above table depict the revenue only from : (i) Managed service spaces and (ii) Co-
working space.
The diversification of the sectors in which our clients operate is also an important factor impacting our operations. Our
clients are from industries like information technology, information technology enabled services, media and
entertainment, banking, financial services and insurance, and consulting. Our business is also dependent upon the
performance of the industries/sectors in which our clients operate. A majority of our rental revenue is derived from
information technology and information technology enabled services sectors, which contributed more than 55% of our
revenue from operations for Fiscal 2025. For further details, see “Risk factors – 12. We derive a significant portion of our
revenue from clients engaged in certain industries, particularly more than 55% revenue from our operations is generated
from clients in IT / ITES industry for each of the last three fiscals and a loss of, or a significant decrease in business from
clients in these industries could adversely affect our business, results of operations, financial condition and cash flows.”
on page 51.
The following table sets forth the breakdown of our clients by their industries based on revenue generated from such clients,
during the years indicated:
Particular Fiscal 2025 Fiscal 2024 Fiscal 2023
% of % of % of
Amount (₹ Revenue Amount (₹ Revenue Amount ₹ Revenue
Industry
in million) from in million) from (in million) from
Operations Operations Operations
Information Technology 887.42 55.86 940.22 86.99 570.09 81.55
(IT)/ IT enabled services
(ITES)
Consulting services 221.58 13.95 60.93 5.64 5.83 0.83
Manufacturer 140.77 8.86 22.63 2.09 12.48 1.79
Media and entertainment 2.37 0.15 19.66 1.82 19.89 2.85
Education Services 42.08 2.65 11.59 1.07 0.21 0.03
Banking, Financial Services 6.36 0.40 11.08 1.03 4.94 0.71
and Insurance
Real estate & Others 288.17 18.13 14.76 1.36 85.67 12.25
Total 1,588.75 100.00 1,080.87 100.00 699.11 100.00
Revenue from managed space services and co-working services
Our results of operations are significantly driven by our revenue from managed space services and co-working services
derived from our Centers which was ₹ 400.80 million, ₹ 825.58 million and ₹1,022.82 million for Fiscals 2023, 2024 and
2025 respectively, constituting 57.33%, 76.39% and 64.38% of our revenue from operations, respectively. The revenue
that we generate depend on various factors, including the demand for, and comparable supply of, flexible workspace
solutions in the submarkets in which we operate, rates of competing properties, attractiveness of our Centers, the range
of amenities available at our Centers and the ability to enter into new agreements with clients (“Client Agreements”)
without significant intervals of time or incurring significant costs.
Other streams of revenue
Our ability to increase our revenues will depend, in part, on our ability to continue to grow our flexible workspace
solutions. Due to the growth in our network of Centers and clients, we have the ability to offer additional services at a
larger scale and this will enable us to generate additional revenue through other streams. Our designing & execution,
payroll management service & facility management & other service are the other offerings. These adjacent businesses to
our core offerings, i.e., managed space and co-working space solutions are high growth, and revenue from these offerings
constituted 42.67%, 23.61%and 35.62% of our revenue from operations in Fiscals 2023, 2024 and 2025, respectively.
We intend to increase the scale and operations of these businesses, by increasing our focus on our existing offerings and
introducing new value-added services. For details in relation to our expansion plans, see “Our Business – Our service
offerings” on page 224.
364Cost drivers
Expenses
Our expenses include:
• Cost of services: Our cost of services includes project design and execution cost, electricity expense, expenses
relating to provision of services and other infrastructure and service support charges, which are dependent on the
occupancy rate of each of our Centers. During Fiscals 2025, 2024 and 2023, these expenses were ₹ 415.60 million,
₹ 202.24 million and ₹ 237.56 million, constituting 23.36%, 18.26% and 33.29% of our total income, respectively.
• Employee benefit expenses: During Fiscals 2025, 2024 and 2023 our employee benefit expenses were ₹131.92
million, ₹ 75.36 million and ₹ 67.43 million constituting 7.42%, 6.81%and 9.45% of our total income, respectively.
Our employee benefit expenses as a percentage of total income has reduced over a period of time.
• Finance costs: Our finance costs include interest charges, bank charges, MSME interest and interest on lease
liability. During Fiscals 2025, 2024 and 2023, these expenses were ₹ 445.54 million, ₹ 310.01 million and ₹ 172.81
million, constituting 25.05%, 28.00% and 24.21%, of our total income, respectively.
• Depreciation and amortization expenses: During Fiscals 2025, 2024 and 2023 our depreciation and amortization
expenses were ₹ 522.17 million, ₹ 450.02 million and ₹ 301.01 million constituting 29.35%, 40.64% and 42.18%
of our total income, respectively.
Other expenses
We also incur other expenses such as repairs and maintenance expense, legal and professional charges, travelling
charges, postage & telephone expense, insurance expense, brokerage charges, general charges, rent, rates & taxes and
others. The total other expenses incurred by us were ₹ 236.28 million, ₹ 157.40 million and ₹ 96.16 million,
constituting 13.28%, 14.21% and 13.47% of our total income during the Fiscals 2025, 2024 and 2023, respectively.
Sourcing and asset procurement strategy
As of May 31, 2025, we source and procure our workspaces through the following models, namely, straight lease
model, revenue share model, furnished by landlord and OpCo-PropCo model. Our space owners range from real
estate developers to HNIs as well as companies and institutions. As on May 31, 2025, 21 of our Centers operate under
the straight lease model, 1 under the revenue share model and 6 are furnished by the landlords. We have recently
started procuring assets under the OpCo-PropCo Model.
We generally employ the straight lease model for procuring workspaces. The Straight Lease model entails landlords
leasing space to operators at a fixed rental amount. This arrangement resembles a traditional lease, with market-
standard terms and conditions, such as common area maintenance charges, escalations, and minimum lock-in periods.
By opting for this model, landlords can minimize risk and enjoy a stable income stream while also limiting their
involvement in the day-to-day operations of the flex space. It is favoured by established landlords in the market who
prefer a straightforward and predictable financial arrangement. (Source: JLL Report). We typically enter into
arrangement under this model for a period of 5 (five) to 9 (nine) years. The capital expenditure for fitting out the
property is entirely borne by us. As per the JLL Report, under the straight lease model, there is greater revenue
potential linked to performance of the flex space center. The entire upside potential in terms of revenue from F&B,
digital products belong to the operator. As on May 31, 2025, 75% of our Centers operate under this type of model.
Under the revenue share model, landlords and flex space operators enter a partnership, sharing both risks and rewards.
Here, the rent payment that operators make to landlords is based on a percentage of the generated revenue. Depending
on the agreed-upon terms, landlords may or may not contribute to the capital expenditure for fit-outs. Instead of a
fixed rental amount, landlords receive a share of the revenue or profit, on pre-negotiated terms. In certain cases,
landlords may also require a minimum-guarantee component within the arrangement (Source: JLL Report). As on
May 31, 2025, one of our Centers operates under this type of model.
Under the furnished by landlords model, the landlord provides fully furnished and equipped office spaces to flex
operators. The cost of fit-outs is either recovered in the form of fixed rentals (cost amortized over lock-in period) or
a share of the revenue/profit (Source: JLL Report). As on May 31, 2025, ~ 21.43 % of our Centers operate under this
type of model.
The Opco-Propco model, short for Operating Company-Property Company model, is a structure which is being
utilized in the flex industry. It involves the separation of the operational functions (Opco) from the ownership of the
365physical properties (Propco). Under this model, the Opco is responsible for the day-to-day operations of the flex
space. This includes managing memberships, providing services and amenities, facilitating community engagement,
and ensuring smooth functioning of the workspace. The Opco generates revenue through membership fees and service
offerings. On the other hand, the PropCo owns the physical properties and leases them to the Opco. Their primary
role is to acquire, develop, and maintain the real estate assets that are used as flex spaces. The Propco generates
revenue through rental income from leasing the spaces to the Opco (Source: JLL Report). For further details please
refer to “- Our Strategies – Enhancing our asset procurement strategy” on page 222.
Critical accounting policies and significant judgments and estimates
The methods, assumptions, and estimates that we use in applying our accounting policies may require us to apply
judgments regarding matters that are inherently uncertain. We consider an accounting policy to be a critical estimate if: (1)
we must make assumptions that were uncertain when the judgment was made, and (2) changes in the estimate assumptions,
or selection of a different estimate methodology, could have a significant impact on our financial position and the results
that we report in our Restated Consolidated Financial Information. While we believe that our estimates, assumptions, and
judgments are reasonable, they are based on information available when the estimate was made. Further, our material
accounting policies, are as follows:
(a) Key accounting estimates and judgments:
The estimates and judgments used in the preparation of the financial statements are continuously evaluated by the Group
and are based on historical experience and various other assumptions and factors (including expectations of future events)
that the Group believes to be reasonable under the existing circumstances. Differences between actual results and
estimates are recognized in the period in which the results are known/ materialized.
The said estimates are based on the facts and events, that existed as at the reporting date, or that occurred after that date
but provide additional evidence about conditions existing as at the reporting date.
(b) Fair value measurements:
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. The fair value measurement is based on the presumption that the transaction
to sell the asset or transfer the liability takes place either:
• In the principal market for the asset or liability or
• In the absence of a principal market, in the most advantageous market for the asset or liability.
The principal or the most advantageous market must be accessible by the Group.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing
the asset or liability, assuming that market participants act in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic
benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset
in its highest and best use.
The group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available
to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within
the fair value hierarchy, as described below, based on the lowest level input that is significant to the fair value
measurement as a whole:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs other than the quoted prices included within Level 1 that are observable for the asset or liability, either
directly or indirectly.
Level 3: Input that is significant to the value measurement is unobservable.
366For assets and liabilities that are recognized in the financial statements on a recurring basis, the group determines whether
transfers have occurred between levels in the hierarchy by re-assessing categorization (based on the lowest level input
that is significant to the fair value measurement as a whole) at the end of each reporting period.
The Group’s management determines the policies and procedures for both recurring fair value measurement and for non-
recurring measurement.
External valuers are involved for valuation of significant assets. Involvement of external valuers is decided upon annually
by the management after discussion with and approval by the Board of directors. Selection criteria include market
knowledge, reputation, independence and whether professional standards are maintained. The management decides, after
discussions with the Group’s external valuers, which valuation techniques and inputs to use for each case.
At each reporting date, the management analyses the movements in the values of assets and liabilities which are required
to be re-measured or re-assessed as per the Group’s accounting policies. For this analysis, the management verifies the
major inputs applied in the latest valuation by agreeing the information in the valuation computation to contracts and
other relevant documents.
The management, in conjunction with the Group’s external valuers, also compares the change in the fair value of each
asset and liability with relevant external sources to determine whether the change is reasonable on yearly basis.
For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on the basis of the
nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy, as explained above.
(c) Property Plant & Equipments:
Property, plant and equipment are stated at cost, net of recoverable taxes, less depreciation and impairment losses, if any.
Such cost includes purchase price, borrowing cost and other cost directly attributable to the acquisition of the items.
Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when
it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can
be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognized when
replaced. All other repairs and maintenance are charged to the Statement of Profit and Loss during the reporting period
in which they are incurred.
All expenditure incurred towards fixed assets including expenditure incurred during construction / new projects are
accumulated and shown as capital work in progress and not depreciated until such assets are ready for commercial use.
Depreciation methods, estimated useful lives and residual value
Depreciation is provided on straight line method on the basis of Useful Life prescribed in Schedule II to the Companies
Act, 2013.
The Group depreciates its property, plant and equipment over the useful life in the manner prescribed in Schedule II to
the Act, and management believe that useful life of assets are same as those prescribed in Schedule II to the Act.
Useful life considered for calculation of depreciation for various assets class are as follows-
Computers 3 – 5 Years
Furniture and Fixtures 10 – 15 Years
Office Equipment 5 – 10 Years
Intangible Assets 5 – 10 Years
Electric Installation 10 Years
The residual values are not more than 5% of the original cost of the asset. The assets residual values and useful lives are
reviewed, and adjusted if appropriate, at the end of each reporting period.
Gains and losses on disposals are determined by comparing proceeds with carrying amount.
These are included in the Statement of Profit and Loss.
367(d) Intangible Assets:
Intangible assets are stated at acquisition cost net of tax/ duty credits availed, if any, and net of accumulated amortization.
Gains or losses arising from the retirement or disposal of an intangible asset are determined as the difference between the
net disposal proceeds and the carrying amount of the asset and recognized as income or expense in the profit or Loss.
Intangible assets are amortized on the straight line method.
Research and Development Costs
Research costs are expensed as incurred. Development costs are expensed as incurred unless technical and commercial
feasibility of the project is demonstrated, future economic benefits are probable, availability of resources to complete the
asset is established, the Group has intention and ability to complete and use the asset and the costs are reliably measured,
in which case such expenditure is capitalized. The amount capitalized comprises expenditure that can be directly
attributed or allocated on a reasonable and consistent basis for creating, producing and making the asset ready for its
intended use.
Amortization method and useful life
The Group amortizes Intangible Assets using the WDV over the period of 5 years for goodwill and 10 years for other
Intangible Assets.
(e) Cash and Cash Equivalents:
For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, cash at
bank, deposits held at call with financial institutions, other short-term highly liquid investments with original maturities
of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant
risk of changes in value.
(f) Financial Instruments - initial recognition and subsequent measurement:
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity
instrument of another entity.
i. Financial assets
(i) Classification
The Group classifies its financial assets in the following measurement categories:
• Those to be measured subsequently at fair value (either through other comprehensive income, or through profit or
loss), and
• Those measured at amortized cost.
The classification depends on the entity’s business model for managing the financial assets and the contractual terms of
the cash flows.
For assets measured at fair value, gains and losses will either be recorded in profit or loss or other comprehensive income.
For investments in debt instruments, this will depend on the business model in which the investment is held. For
investments in equity instruments, this will depend on whether the Group has made an irrevocable election at the time of
initial recognition to account for the equity investment at fair value through other comprehensive income.
The Group reclassifies debt investments when and only when its business model for managing those assets changes.
(ii) Recognition
Regular way purchases and sales of financial assets are recognized on trade-date, being the date on which the Group
commits to purchase or sale the financial asset.
(iii) Measurement
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair
value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset.
368Transaction costs of financial assets carried at fair value through profit or loss are expensed in Statement of profit and
loss.
Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows
are solely payment of principal and interest.
Debt instruments
Subsequent measurement of debt instruments depends on the Group’s business model for managing the asset and the
cash flow characteristics of the asset. The Group classifies its debt instruments as follows:
• Amortized cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely
payments of principal and interest are measured at amortized cost. A gain or loss on a debt investment that is
subsequently measured at amortized cost and is not part of a hedging relationship is recognized in profit or loss
when the asset is derecognized or impaired. Interest income from these financial assets is included in other income
using the effective interest rate method.
Equity instruments
The Group subsequently measures equity investment at fair value. The Group’s Management elects to present fair value
gains and losses on equity investments in other comprehensive income on an instrument by instrument basis.
Equity investment in subsidiaries, associates and joint venture are carried at historical cost as per the accounting policy
choice given by IND AS 27.
(iv) Impairment of financial assets
The Group assesses on a forward looking basis the expected credit losses associated with its assets carried at
amortized cost. The impairment methodology applied depends on whether there has been a significant increase in
credit risk.
For trade receivables, the Group applies the simplified approach permitted by Ind AS 109 Financial Instruments,
which requires expected lifetime losses to be recognized from initial recognition of the receivables.
(v) Derecognition of financial assets
A financial asset is derecognized only when
• The Group has transferred the rights to receive cash flows from the financial asset or
• retains the contractual rights to receive the cash flows of the financial asset, but assumes a contractual
obligation to pay the cash flows to one or more recipients.
Where the entity has transferred an asset, the Group evaluates whether it has transferred substantially all risks and rewards
of ownership of the financial asset. In such cases, the financial asset is derecognized. Where the entity has not transferred
substantially all risks and rewards of ownership of the financial asset, the financial asset is not derecognized. Where the
entity has neither transferred a financial asset nor retains substantially all risks and rewards of ownership of the financial
asset, the financial asset is derecognized if the Group has not retained control of the financial asset. Where the Group
retains control of the financial asset, the asset is continued to be recognized to the extent of continuing involvement in
the financial asset.
ii. Financial liabilities
(i) Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans
and borrowings, payables, as appropriate.
All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings and payables, net of
directly attributable transaction costs.
The Group’s financial liabilities include trade and other payables, loans and borrowings.
369(ii) Subsequent measurement of financial liabilities
The measurement of financial liabilities depends on their classification, as described below:
• Financial liabilities at fair value through profit or loss or
• Financial liabilities at amortized cost.
(iii) Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently
enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, to realize the
assets and settle the liabilities simultaneously.
(i) Borrowing Cost:
Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a
substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the asset. All other
borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that
an entity incurs in connection with the borrowing of funds. Borrowing cost also includes exchange differences to the
extent regarded as an adjustment to the borrowing costs.
(j) Revenue Recognition:
Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Group and the revenue
can be reliably measured.
Revenue from contracts with customers:
- Revenue is recognized on the basis of approved contracts regarding the transfer of goods or services to a customer
for an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods
and services.
- Revenue is measured at the amount of transaction price after taking into account the amount of discounts, incentives,
volume rebates, outgoing taxes on sales. Any amounts receivable from the customer are recognised as revenue after
the control over the goods sold are transferred to the customer.
- Variable consideration - This includes incentives, volume rebates, discounts etc. It is estimated at contract inception
considering the terms of various schemes with customers and constrained until it is highly probable that a significant
revenue reversal in the amount of cumulative revenue recognised will not occur when the associated uncertainty
with the variable consideration is subsequently resolved. It is reassessed at the end of each reporting period.
Rental income (Managed Space Services & Co-working Space): Revenue is respect of rental services is recognized
on an accrual basis, in accordance with the terms of the respective contract as and when the Group satisfies performance
obligations by delivering the services as per contractual agreed terms.
Facility management & Other Services: Revenue from facility management services is recognized monthly, on accrual
basis, in accordance with the terms of the respective agreement as and when services are rendered.
Designing & Execution: Construction and fit-out projects where the Group is acting as a contractor, revenue is
recognized in accordance with the terms of the construction agreements. Under such contracts, assets created does not
have an alternative use and the Group has an enforceable right to payment.
The Group uses cost based input method for measuring progress for performance obligation satisfied over time. Under
this method, the Group recognizes revenue in proportion to the actual project cost incurred as against the total estimated
project cost. The management reviews and revises its measure of progress periodically and are considered as change in
estimates and accordingly, the effect of such changes in estimates is recognised prospectively in the period in which such
changes are determined. However, when the total project cost is estimated to exceed total revenues from the project, the
loss is recognized immediately.
As the outcome of the contracts cannot be measured reliably during the early stages of the project, contract revenue is
recognized only to the extent of costs incurred in the restated consolidated summary statement of profit and loss.
370Payroll Management Service: when payroll processing and related compliance (like PF, ESI, TDS filings) are bundled
as a single service, it is treated as one combined performance obligation. Revenue is recognized over time, typically
monthly, as the integrated service is delivered and the client receives and consumes the benefit continuously.
Other Revenue:
Interest income is recognized on a time proportion basis taking into account the amount outstanding and the applicable
rate of interest. Interest received on delayed payment is accounted on receipt basis.
Revenue in respect of insurance/other claims etc., is recognized only when it is reasonably certain that the ultimate
collection will be made.
Dividends
Dividends are generally recognized in the Statement of Profit and Loss only when the right to receive payment is
established.
(k) Segment Accounting:
The group operates in a single segment and in line with Ind AS - 108 - "Operating Segments", the operation of the group
fall under "Renting and provision of Co-working spaces" business which is considered to be the only reportable business
segment. The activities carried out by the associate are not reviewed separately and the criteria for identifying operating
segments are not met hence Segment Reporting is not applicable in respect of the Associate Company.
(l) Provisions and contingent liabilities:
Provisions are recognized when the Group has a present legal or constructive obligation as a result of past events,
it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably
estimated. Provisions are not recognized for future operating losses.
Provisions are measured at the present value of management’s best estimate of the expenditure required to settle
the present obligation at the end of the reporting period. The discount rate used to determine the present value is a
pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability.
The increase in the provision due to the passage of time is recognized as interest expense.
Contingent Liabilities are disclosed in respect of possible obligations that arise from past events but their existence
will be confirmed by the occurrence or non-occurrence of one or more uncertain future events not wholly within
the control of the Group or where any present obligation cannot be measured in terms of future outflow of resources
or where a reliable estimate of the obligation cannot be made. The Group does not recognize a contingent liability
but discloses its existence in the financial statements.
(m) Employee Benefits:
Short-term obligations
Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within 12
months after the end of the period in which the employees render the related service are recognized in respect of
employees’ services up to the end of the reporting period and are measured at the amounts expected to be paid when
the liabilities are settled.
Other long-term employee benefit obligations
The liabilities for earned leave and sick leave that are not expected to be settled wholly within 12 months are
measured as the present value of expected future payments to be made in respect of services provided by employees
up to the end of the reporting period using the projected unit credit method.
Post-employment obligations
The Group operates the following post-employment schemes:
(a) defined contribution plans such as provident fund, employee state insurance scheme.
(n) Foreign Currency Translations:
(i) Functional and presentation currency
371The financial statements are presented in Indian rupee (INR), which is Group’s functional and presentation
currency.
(ii) Transactions and balances
Transactions in foreign currencies are recognized at the prevailing exchange rates on the transaction dates.
Realized gains and losses on settlement of foreign currency transactions are recognized in the Statement of
Profit and Loss.
Monetary foreign currency assets and liabilities at the year-end are translated at the year-end exchange rates
and the resultant exchange differences are recognized in the Statement of Profit and Loss.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the
exchange rates at the dates of the initial transactions.
(o) Leases:
As a Lessee
At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is or contains a
lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for
consideration.
The Group recognizes a Right-of-Use (ROU) asset and a lease liability at the lease commencement date. The ROU
asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease
payment made at or before the commencement date, plus any initial direct cost incurred and an estimate of costs to
dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less
any lease incentive received.
The ROU asset is subsequently depreciated using the straight-line method from the commencement date to the
earlier of the end of the useful life of the ROU asset or the end of the lease term. The estimated useful lives of ROU
assets are determined on the same basis as those of Property, Plant and Equipment. In addition, the ROU asset is
periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the
commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily
determined, and the Group’s incremental borrowing rate. Generally, the Group uses its incremental borrowing rate
as the discount rate.
Short-term leases and leases of low-value assets
The Group has elected not to recognize right-to-use assets and lease liabilities for short-term lease that have a lease
term of 12 months or less and leases of low-value assets. The Group recognize the lease payments associated with
these leases as an expense on a straight-line basis over the lease term.
(p) Income Taxes:
The income tax expense or credit for the period is the tax payable on the current period’s taxable income based on
the applicable income tax rate adjusted by changes in deferred tax assets and liabilities attributable to temporary
differences and to unused tax losses.
Deferred income tax is provided in full, using the liability method on temporary differences arising between the tax
bases of assets and liabilities and their carrying amount in the financial statement. Deferred income tax is determined
using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are
expected to apply when the related deferred income tax assets is realized or the deferred income tax liability is
settled.
Deferred tax assets are recognized for all deductible temporary differences and unused tax losses, only if, it is
probable that future taxable amounts will be available to utilize those temporary differences and losses.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and
liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax
372liabilities are off set where the Group has a legally enforceable right to offset and intends either to settle on a net
basis, or to realize the asset and settle the liability simultaneously.
Current and deferred tax is recognized in the Statement of Profit and Loss, except to the extent that it relates to
items recognized in other comprehensive income or directly in equity. In this case, the tax is also recognized in
other comprehensive income or directly in equity, respectively.
(q) Earnings per Share:
Basic earnings per share
• Basic earning per share is calculated by dividing:
• the profit attributable to owners of the Company
• Weighted average number of equity shares outstanding during the financial year, adjusted for bonus elements
in equity shares issued during the year and excluding treasury shares.
Diluted earnings per share
Diluted earning per share adjusts the figures used in determination of basic earnings per share to take into account:
• the after income tax effect of interest and other financing costs associated with dilutive potential equity shares,
and
• the weighted average number of additional equity shares that would have been outstanding assuming the
conversion of all dilutive potential equity shares.
(r) Cash Flow Statement:
The Cash Flow statement is prepared by the “Indirect method” set out in Ind AS-7 on “Cash Flow Statement” and
presents the cash flows by operating, investing and financing activities of the Group. Cash and cash Equivalent
presented in the cash flow statement consist of cash on hand and demand deposits with banks.
The amendment to Ind AS 7 requires the entities to provide disclosures that enable users of Financial Statements to
evaluate changes in Liabilities arising from financing activities, inducing both changes arising from cash flows and
non-cash changes, suggesting inclusion of a reconciliation between the opening and closing balances in the Balance
Sheet for liabilities arising from financing activities, to meet the disclosure requirement.
(s) Critical estimates and judgments:
The preparation of financial statements requires the use of accounting estimates may not match the actual results.
Management also needs to exercise judgment in applying the group’s accounting policies.
This note provides an overview of the areas that involved a higher degree of judgment or complexity, and items
which are more likely to be materially adjusted due to estimates and assumptions turning out to be different than
those originally assessed. Detailed information about each of these estimates and judgments is included in relevant
notes together with information about the basis of calculation for each affected line item in the financial statements.
(t) Impairment of Non-Financial Assets:
The Group assesses at each reporting date whether there is an indication that a non-financial asset may be impaired
based on internal/external factors. An asset is treated as impaired when the carrying cost of asset exceeds its
recoverable Value. An impairment loss is charged to the statement of Profit and Loss in the year in which an asset
is identified as impaired. The impairment loss recognized in earlier accounting period is reversed if there has been
a change in the estimate of recoverable amount. After impairment, depreciation is provided on the revised carrying
amount of the asset over its remaining useful life.
(u) Cash Dividend:
The Company recognizes a liability to make cash distributions to equity holders of the Company when the
distribution is authorized, and the distribution is no longer at the discretion of the Company. Final dividends on
373shares are recorded as a liability on the date of approval by the shareholders and interim dividends are recorded as
a liability on the date of declaration by the Company’s Board of Directors
Segment information
The group operates in a single segment and in line with Ind AS - 108 - "Operating Segments", the operation of the
group falls under " Renting and provision of Co-working spaces " business which is considered to be the only
reportable business segment. The activities carried out by the associate are not reviewed separately and the criteria
for identifying operating segments are not met hence Segment Reporting is not applicable in respect of the Associate
Company.
Information about revenue split by geographical area
There is no reportable geographical segment as our customers are located in India.
Key components of Income and Expenses
We report our income and expenditure in the following manner:
Total income
Our total income comprises our revenue from operations and other income.
Revenue from operations.
Our revenue from operations primarily comprises co-working and managed space services, payroll management
service, designing & execution, facility management & other services.
Other income.
Other income primarily comprises interest income on lease, interest income on fixed deposits, interest income on
income tax refund, gain on fair valuation of investment, foreign exchange fluctuation gain (net), liabilities no longer
required to be written back and miscellaneous income.
Due to the application of Ind AS adjustments:
For further details, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations
-Critical accounting policies and significant judgments and estimates – o. Leases” on page 366.
Expenses
Our total expenses comprise cost of services, employee benefit expense, finance costs, depreciation and amortization
expense and other expenses.
Cost of services. Our cost of services include design and execution cost, electricity expense, expenses relating to
provision of services, other infrastructure and service support charges.
Employee benefit expense. Our employee benefits expense comprises salary expenses, staff welfare expenses and
gratuity expenses.
Finance costs. Our finance costs primarily comprise include interest expenses, bank charges, MSME interest and
interest on lease liability.
Depreciation and amortization expense. Depreciation and amortization expense include depreciation on property,
plant and equipment, depreciation of right-of-use assets and amortization of other intangible assets.
Other expenses. Our other expenses primarily comprises of insurance expense, marketing & distribution expense,
postage & telephone expense, brokerage charges, printing & stationery expense, legal & professional charges, rent,
rates & taxes, auditor remuneration, expected credit loss, repairs and maintenance expense, loss on sale of fixed
assets, subscription and membership expense, travelling charges, office expenses and general charges.
374Other comprehensive income
Other comprehensive income / (loss) comprises reclassification of items to profit or loss.
Our results of operations
The following table sets forth select financial data derived from our restated consolidated statement of profit and loss for
the Fiscals 2025, 2024 and 2023 and we have expressed the components of select financial data as a percentage of total
income for such years:
Fiscals
2025 2024 2023
Particulars
(% of total (% of total (₹ in (% of total
(₹ in million) (₹ in million)
income) income) million) income)
Income
Revenue from operations 1,588.75 89.31 1,080.87 97.61 699.11 97.96
Other income 190.13 10.69 26.45 2.39 14.56 2.04
Total Income 1,778.88 100.00 1,107.32 100.00 713.67 100.00
Expenses
Cost of Services 415.60 23.36 202.24 18.26 237.56 33.29
Employee Benefits 131.92 7.42 75.36 6.81 67.43 9.45
Expense
Finance costs 445.54 25.05 310.01 28.00 172.81 24.21
Depreciation and 522.17 29.35 450.02 40.64 301.01 42.18
amortization expenses
Other expenses 236.28 13.28 157.40 14.21 96.16 13.47
Total expenses 1,751.51 98.46 1,195.03 107.92 874.97 122.60
Restated Profit/(Loss) 26.99 1.52 (86.19) (7.78) (160.45) (22.48)
before tax
Tax expense 9.26 0.52 (90.56) (8.18) (32.15) (4.50)
Restated Profit/ (Loss) 17.73 1.00 4.37 0.39 (128.30) (17.98)
for the year
Minority Share in (0.29) (0.02) (0.04) (0.00) - -
Company
Other Comprehensive (0.12) (0.01) 0.06 0.01 0.08 0.01
Income
17.32 0.97 4.39 0.40 (128.22) (17.97)
Restated total
Comprehensive
Income/(Expense) for
the year
Fiscal 2025 compared to Fiscal 2024
Total income
Our total income increased by 60.65% to ₹1,778.88 million for Fiscal 2025 from ₹1,107.32 million for Fiscal 2024. This
increase was primarily due to an increase in revenue from operations, which was primarily driven by an increase in
coworking and managed space services, payroll management service, designing & execution, facility management &
other services. For further details, see “-Fiscal 2025 compared to Fiscal 2024 – Total income – revenue from operations”
below.
Revenue from operations. Our revenue from operations increased by 46.99% to ₹ 1,588.75 million for Fiscal 2025 from
₹ 1,080.87 million for Fiscal 2024. This was primarily attributable to:
375• an increase in coworking and managed space services by 23.89% to ₹1,022.82 million for Fiscal 2025 from ₹825.58
million for Fiscal 2024, primarily due to (i) an increase in our total number of operational Centers to 26 as of March
31, 2025 from 25 as of March 31, 2024, thereby leading to an increase in the total number of operational seats to
13,759 as of March 31, 2025 from 12,543 as of March 31, 2024; and (ii) an increase in our occupancy percentage
to 87.61% in Fiscal 2025 from 83.09% in Fiscal 2024;
• an increase in designing & execution services by 117.02% to 403.01 million for Fiscal 2025 from ₹185.70 million
for Fiscal 2024;
• a decrease in payroll management service by 42.80 % to ₹22.24 million for Fiscal 2025 from ₹38.88 million for
Fiscal 2024
Other income. Our other income increased by 618.83% to ₹190.13 million for Fiscal 2025 from ₹ 26.45 million for Fiscal
2024, primarily due to an increase in interest income, profit on sale of fixed assets, shares from las olas ventures LLP,
foreign exchange gain or loss and gain on fair valuation of investment amongst others.
For further details in relation to our product offerings, see “Our Business – Our service offerings” on page 224.
Expenses
Cost of services. The cost services increased by 105.50% to ₹415.60 million for Fiscal 2025 from ₹202.24 million
for Fiscal 2024, primarily due to a increase in our design and execution cost to ₹193.80 million for Fiscal 2025 from
₹53.56 million for Fiscal 2024, electricity expenses from ₹61.13 million in Fiscal 2024 to ₹76.58 million in Fiscal 2025,
expenses relating to provision of services from ₹ 52.46 million in Fiscal 2024 to ₹94.39 million in Fiscal 2025 and other
infrastructure and service support charges from ₹ 35.09 million in Fiscal 2024 to ₹50.83 million in Fiscal 2025.
Employee benefits expense. Employee benefits expense increased by 75.06% to ₹131.92 million for Fiscal 2025 from
₹75.36 million for Fiscal 2024, primarily due to an increase in salaries expenses to ₹121.43 million for Fiscal 2025 from
₹70.26 million for Fiscal 2024, Contribution to provident funds and other funds to ₹2.27 million for Fiscal 2025 from
₹0.59 million for Fiscal 2024, Staff welfare expenses to ₹6.80 million for Fiscal 2025 from ₹3.61 million for Fiscal
2024, gratuity expenses to ₹1.42 million for Fiscal 2025 from ₹ 0.90 million for Fiscal 2024.
Finance costs. Finance costs increased by 43.72% to ₹445.54 million for Fiscal 2025 from ₹310.01 million for Fiscal
2024, primarily due to an increase in the interest expenses to ₹170.22 million for Fiscal 2025 from ₹68.22 million for
Fiscal 2024 and an increase in the interest on lease liability to ₹270.99 million for Fiscal 2025 from ₹241.15 million for
Fiscal 2024. The increase in the interest expenses and interest on lease liability was primarily attributable to an increase
in operational Centers to 26 as of March 31, 2025 from 25 as of March 31, 2024 and increase in borrowings. For further
details in relation to adjustments to interest on lease liabilities and interest on security deposit due to Ind AS, see
“Management’s Discussion and Analysis of Financial Condition and Results of Operations- Key components of income
and expenses – total income – other income” on page 374.
Depreciation and amortization expense. Depreciation and amortization expense increased by 16.03% to ₹522.17 million
for Fiscal 2025 from ₹450.02 million for Fiscal 2024, primarily due to an increase in the depreciation of right of use
assets to ₹447.98 million for Fiscal 2025 from ₹401.77 million for Fiscal 2024 and an increase in depreciation of property,
plant, and equipment to ₹66.33 million for Fiscal 2025 from ₹47.60 million for Fiscal 2024. The increase in depreciation
of right of use assets and increase in depreciation of property, plant and equipment was primarily attributable to an
increase in the number of our Centers and the resultant increase in capital expenditure. For further details, see
“Management’s Discussion and Analysis of Financial Condition and Results of Operations -Critical accounting policies
and significant judgments and estimates – o. Leases” on page 366.
Other expenses. Our other expenses increased by 50.11% to ₹236.28 million for Fiscal 2025 from ₹157.40 million for
Fiscal 2024, primarily due to an increase in:
• rent, rates and taxes to ₹68.57 million in Fiscal 2025 from ₹56.28 million in Fiscal 2024, primarily attributable to an
increase in the total number of operational Centers to 26 as of March 31, 2025 from 25 as of March 31, 2024;
• postage and telephone expenses to ₹21.74 million in Fiscal 2025 from ₹15.82 million in Fiscal 2024, primarily
attributable to an increase in the number of Centers having high occupancy leading to a higher utilization of postage,
telephone and internet services;
• repair and maintenance expense to ₹10.60 million in Fiscal 2025 from ₹8.07 million in Fiscal 2024, primarily
attributable to an increase in the number of Centers;
376• marketing and distribution expenses to ₹18.66 million in Fiscal 2025 from ₹4.68 million in Fiscal 2024, primarily
attributable to an increase in the number of our clients on boarded during the year;
• brokerage charges to ₹18.72 million in Fiscal 2025 from ₹16.85 million in Fiscal 2024;
• Legal and professional charges to ₹40.10 million in Fiscal 2025 from ₹21.59 million in Fiscal 2024;
• Expected credit loss to ₹6.37 million in Fiscal 2025 from ₹0.50 million in Fiscal 2024; and
• Travelling charges to ₹10.66 million in Fiscal 2025 from ₹1.75 million in Fiscal 2024 primarily due to increase in
travel for business expansion purposes.
Restated profit for the year
For the reasons discussed above, the restated profit for Fiscal 2025 was ₹17.73 million, as compared to ₹4.37 million for
Fiscal 2024.
Restated total other comprehensive profit for the year
Our restated total other comprehensive loss for the year was ₹0.12 million for Fiscal 2025 as compared to restated
total other comprehensive profit of ₹0.06 million for Fiscal 2024. This was on account of reclassification of items to
profit or loss.
Fiscal 2024 compared to Fiscal 2023
Total income
Our total income increased by 55.16% to ₹ 1,107.32 million for Fiscal 2024 from ₹ 713.67 million for Fiscal 2023. This
increase was primarily due to an increase in revenue from operations, which was primarily driven by an increase in
coworking and managed space services, payroll management service, designing & execution, facility management &
other services. For further details, see “-Fiscal 2024 compared to Fiscal 2023 – Total income – revenue from operations”
below.
Revenue from operations. Our revenue from operations increased by 54.61% to ₹ 1,080.87 million for Fiscal 2024 from
₹ 699.11 million for Fiscal 2023. This was primarily attributable to:
• an increase in coworking and managed space services by 105.98% to ₹ 825.58 million for Fiscal 2024 from ₹ 400.80
million for Fiscal 2023, primarily due to (i) an increase in our total number of operational Centers to 25 as of March
31, 2024 from 17 as of March 31, 2023, thereby leading to an increase in the total number of operational seats to
12,543 as of March 31, 2024 from 10,165 as of March 31, 2023; and (ii) an increase in our occupancy percentage
to 83.09% in Fiscal 2024 from 80.85% in Fiscal 2023;
• an increase in payroll management service by 12.01% to ₹ 38.88 million for Fiscal 2024 from ₹ 34.71 million for
Fiscal 2023
Other income. Our other income increased by 81.66% to ₹ 26.45 million for Fiscal 2024 from ₹ 14.56 million for Fiscal
2023, primarily due to an increase in interest income (lease), increase in interest income, interest on income tax refund
and liabilities no longer required written back.
For further details in relation to our product offerings, see “Our Business – Our service offerings” on page 224.
Expenses
Cost of services. The cost services decreased by 14.83% to ₹ 202.24 million for Fiscal 2024 from ₹237.56 million
for Fiscal 2023, majorly due to a reduction in our design and execution cost to ₹53.56 million for Fiscal 2024 from
₹167.36 million for Fiscal 2023 which was partially offset by increase in electricity expenses from ₹ 32.78 million in
Fiscal 2023 to ₹ 61.13 million in Fiscal 2024, expenses relating to provision of services from ₹ 37.42 million in Fiscal
2023 to ₹ 52.46 million in Fiscal 2024 and other infrastructure and service support charges from Nil in Fiscal 2023 to ₹
35.09 million in Fiscal 2024.
Employee benefits expense. Employee benefits expense increased by 11.76 % to ₹ 75.36 million for Fiscal 2024 from ₹
67.43 million for Fiscal 2023, primarily due to an increase in salaries expenses to ₹ 70.26 million for Fiscal 2024 from
₹59.39 million for Fiscal 2023 and gratuity expenses to ₹ 0.90 million for Fiscal 2024 from ₹ 0.61 million for Fiscal
3772023 which was partially offset by decrease in staff welfare expenses to ₹ 3.61 million for Fiscal 2024 from ₹ 7.43 million
for Fiscal 2023.
Finance costs. Finance costs increased by 79.39 % to ₹310.01 million for Fiscal 2024 from ₹172.81 million for Fiscal
2023, primarily due to an increase in the interest expenses to ₹ 68.22 million for Fiscal 2024 from ₹ 29.60 million for
Fiscal 2023 and an increase in the interest on lease liability to ₹ 241.15 million for Fiscal 2024 from ₹138.15 million for
Fiscal 2023. The increase in the interest expenses and interest on lease liability was primarily attributable to an increase
in operational Centers to 25 as of March 31, 2024 from 17 as of March 31, 2023. For further details in relation to
adjustments to interest on lease liabilities and interest on security deposit due to Ind AS, see “Management’s Discussion
and Analysis of Financial Condition and Results of Operations- Key components of income and expenses – total income
– other income” on page 374.
Depreciation and amortization expense. Depreciation and amortization expense increased by 49.50 % to ₹ 450.02 million
for Fiscal 2024 from ₹ 301.01 million for Fiscal 2023, primarily due to an increase in the depreciation of right of use
assets to ₹ 401.77 million for Fiscal 2024 from ₹ 278.35 million for Fiscal 2023 and an increase in depreciation of
property, plant, and equipment to ₹ 47.60 million for Fiscal 2024 from ₹22.38 million for Fiscal 2023. The increase in
depreciation of right of use assets and increase in depreciation of property, plant and equipment was primarily attributable
to an increase in the number of our Centers and the resultant increase in capital expenditure. For further details, see
“Management’s Discussion and Analysis of Financial Condition and Results of Operations -Critical accounting policies
and significant judgments and estimates – o. Leases” on page 366.
Other expenses. Our other expenses increased by 63.69 % to ₹ 157.40 million for Fiscal 2024 from ₹ 96.16 million for
Fiscal 2023, primarily due to an increase in:
• rent, rates and taxes to ₹ 56.28 million in Fiscal 2024 from ₹ 9.30 million in Fiscal 2023, primarily attributable to an
increase in the total number of operational Centers to 25 as of March 31, 2024 from 17 as of March 31, 2023;
• postage and telephone expenses to ₹ 15.82 million in Fiscal 2024 from ₹ 8.98 million in Fiscal 2023, primarily
attributable to an increase in the number of Centers having high occupancy leading to a higher utilization of
electricity;
• repair and maintenance expense to ₹ 8.07 million in Fiscal 2024 from ₹ 3.82 million in Fiscal 2023, primarily
attributable to an increase in the number of Centers; and
• marketing and distribution expenses to ₹ 4.68 million in Fiscal 2024 from ₹ 0.64 million in Fiscal 2023, primarily
attributable to an increase in the number of our clients on boarded during the year.
• brokerage charges to ₹ 16.85 million in Fiscal 2024 from NIL in Fiscal 2023.
Restated profit for the year
For the reasons discussed above, the restated profit for Fiscal 2024 was ₹ 4.37 million, as compared to the restated loss
of 128.30 million for Fiscal 2023.
Restated total other comprehensive profit for the year
Our restated total other comprehensive profit for the year was ₹0.06 million for Fiscal 2024 as compared to ₹
0.08 million for Fiscal 2023. This was on account of reclassification of items to profit or loss.
Non-GAAP measures
This Red Herring Prospectus includes our Net Asset Value per Equity Share, EBITDA, EBITDA Margin, Capital
Employed, Return on Capital Employed, Debt to Equity Ratio, Revenue CAGR and Net Worth (collectively “Non-
GAAP Measures”) and certain other industry measures related to our operations and financial performance, which
are supplemental measures of our performance and liquidity and are not required by, or presented in accordance with,
Ind AS, IFRS or U.S. GAAP. In addition to our results determined in accordance with Ind AS, we believe the
following Non-GAAP measures are useful to investors in evaluating our operating performance and liquidity. We
use the following Non-GAAP financial information to evaluate our ongoing operations and for internal planning and
forecasting purposes. We believe that Non-GAAP financial information, when taken collectively with financial
measures prepared in accordance with Ind AS, may be helpful to investors because it provides an additional tool for
investors to use in evaluating our ongoing operating results and trends and in comparing our financial results with
other companies in our industry because it provides consistency and comparability with past financial performance.
However, our management does not consider these Non-GAAP measures in isolation or as an alternative to financial
378measures determined in accordance with Ind AS.
Non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an
analytical tool and should not be considered in isolation or as a substitute for financial information presented in
accordance with Ind AS. Non-GAAP financial information may be different from similarly titled Non-GAAP
measures used by other companies. Non-GAAP financial measures are not required by, or presented in accordance
with, IndAS, IFRS or U.S. GAAP. Our Non-GAAP financial measures are not a measurement of financial
performance or liquidity under these accounting standards and should not be construed in isolation or construed
as an alternative to restated cash flows, restated loss for the period or any other measures of financial
performance or as an indicator of our operating performance, liquidity, profitability or cash flows generated
from our operating, investing or financing activities, derived in accordance with Ind AS, IFRS or U.S. GAAP. The
principal limitation of these Non-GAAP financial measures is that they exclude significant expenses and income that
are required by IndAS to be recorded in our financial statements, as further detailed below. In addition, they are
subject to inherent limitations as they reflect the exercise of judgment by management about which expenses and
income are excluded or included in determining these Non-GAAP financial measures. A reconciliation is provided
below for each Non-GAAP financial measure to the most directly comparable financial measure prepared in
accordance with Ind AS. Investors are encouraged to review the related Ind AS financial measures and the
reconciliation of Non-GAAP financial measures to their most directly comparable Ind AS financial measures
included below and to not rely on any single financial measure to evaluate our business.
Cash flows and cash and cash equivalents
The following table sets forth our cash flows and cash and cash equivalents for the last three years indicated:
(₹ in million)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Net cash flow from Operating Activities 937.51 75.62 264.81
Net cash flow used in Investing Activities (380.08) (408.59) (240.60)
Net cash flow used in Financing Activities (529.22) (332.97) (36.57)
Net increase / (decrease) in cash and cash 28.20 (0.00) (12.36)
equivalents
Cash and cash equivalents at the beginning of the 5.43 5.44 17.80
period / year
Cash and cash equivalents at the end of the period 33.63 5.43 5.44
/ year
Operating activities
Net cash flows from operating activities aggregated to ₹937.51 million for Fiscal 2025. Our restated profit before tax of
₹27.37 million, was adjusted primarily for depreciation and amortization expense of ₹522.17 million, finance cost of
₹445.54 million and gain on fair valuation of investments of ₹133.90 million. Our changes in working capital for Fiscal
2025 primarily consisted of increase in financial and other liabilities of ₹266.39 million and increase in trade payables of
₹159.48 million. This was partially offset by a decrease in trade receivables, increase in other financial assets and increase
in other current assets of ₹ 188.07 million.
Net cash flows from operating activities aggregated to ₹75.62 million for Fiscal 2024. Our restated loss before tax of ₹
87.71 million, was adjusted primarily for depreciation and amortization expense of ₹ 450.02 million and finance cost of
₹ 310.01 million. Our changes in working capital for Fiscal 2024 primarily consisted of increase in financial and other
liabilities of ₹ 50.86 million and increase in trade payables of ₹ 61.71 million. This was partially offset by a decrease in
trade receivables, increase in other financial assets and decrease in other current and non-current assets of ₹ 656.68
million.
Net cash flows from operating activities aggregated to ₹ 264.81 million for Fiscal 2023. Our restated loss before tax of ₹
161.30 million, was adjusted primarily for depreciation and amortization expense of ₹ 301.01 million and finance cost of
₹ 172.81 million. Our changes in working capital for Fiscal 2023 primarily consisted of increase in financial and other
liabilities of ₹ 192.06 million and increase in trade payables of ₹ 104.39 million. This was partially offset by a decrease
in trade receivables, increase in other financial assets and decrease in other current assets of ₹ 327.12 million.
Investing activities
Net cash flows used in investing activities aggregated to ₹ 380.08 million for Fiscal 2025, primarily due to ₹116.26
million used for purchase of property, plant, and equipment/ intangible assets and ₹307.01 million used for purchase of
379investments. This was partially set off by ₹43.11 million generated from interest income, and ₹0.47 million from proceeds
received from sale of property, plant & equipment.
Net cash flows used in investing activities aggregated to ₹ 408.59 million for Fiscal 2024, primarily due to ₹ 343.33
million used for purchase of property, plant, and equipment/ intangible assets and ₹80.50 million used for purchase of
investments. This was partially set off by ₹ 8.72 million generated from interest income, and ₹ 5.00 million from proceeds
received from sale of property, plant & equipment.
Net cash flows used in investing activities aggregated to ₹ 240.60 million for Fiscal 2023, primarily due to ₹ 241.05
million used for purchase of property, plant, and equipment/ intangible assets. This was partially set off by ₹ 1.32 million
generated from interest income and ₹ 0.85 million from share of profit from associates.
Financing activities
Net cash flows used in financing activities aggregated to ₹529.22 million for Fiscal 2025, primarily due to principal
payment of lease liability of ₹ 341.14 million and finance cost of ₹445.54 million. This cash outflow was partially met
by proceeds from borrowings (net) of ₹14.82 million and proceeds from issue of Equity Shares of ₹242.63.
Net cash flows generated in financing activities aggregated to ₹ 332.97 million for Fiscal 2024, primarily due borrowings
(net) of ₹ 678.37 million and proceeds from issue of Equity Shares of ₹ 271.43 which was offset by principal payment
of lease liability of ₹ 306.82 million and finance cost of ₹ 310.01 million.
Net cash flows used in financing activities aggregated to ₹ 36.57 million for Fiscal 2023, primarily due to principal
payment of lease liability of ₹ 204.96 million and finance cost of ₹ 172.81 million. This cash outflow was partially met
by proceeds from borrowings (net) of ₹179.51 million and proceeds from issue of Equity Shares of ₹ 161.69 million.
Indebtedness
The following table sets forth our financial indebtedness as of May 31, 2025:
(₹ in million unless otherwise stated)
Sanctioned amount as on May Outstanding amount as on May
Category of borrowings
31, 2025 31, 2025
Borrowings of Company
Secured
Fund based
Working capital facilities 91.54 89.73
Term loans 470.00 333.03
Non-Convertible Debentures 642.00 469.20
Sub Total (A) 1,203.54 891.96
Unsecured
Fund based
Term loans 427.95 383.71
Sub-total (B) 427.95 383.71
Total 1,631.49 1,275.67
*As certified by M/s. Nisarg J Shah & Co., Chartered Accountants, pursuant to their certificate dated September 02, 2025.
For further details of financial indebtedness, see “Financial Indebtedness” on page 356.
Liquidity and capital resources
We believe we have sufficient sources of funding to meet our business requirements for the next 12 months. Cash
generated from operations, supplemented by equity contributions by our Shareholders and committed credit lines has
been our primary source of liquidity for funding our business requirements. Our future capital requirements and the
adequacy of available funds will depend on many factors, including those set forth under “Risk Factors” on page 43.
Our short-term requirements include our working capital requirements. Our long-term requirements include our capital
expenditure requirements and providing security deposit to the space owners in relation to new Centers. For further details
in relation to the objects pertaining to (i) Funding capital expenditure towards fit-outs for Proposed Centers; and (ii)
repayment and/or pre-payment, in full or part, of certain borrowings availed by our Company including redemption of
non-convertible debentures, see “Objects of the Issue” on page 126. We may have additional obligations as part of our
ordinary course of business, beyond those committed for capital expenditures and other purchase obligations and
commitments for purchases of goods and services The expected timing of payments of our obligations is estimated based
380on current information. Timing of payments and actual amounts paid may be different, depending on the timing of receipt
of goods or services, or changes to agreed-upon amounts for some obligations.
We monitor rolling forecasts of our liquidity position comprising cash and cash equivalents on the basis of expected cash
flows. Our liquidity management policy involves projecting cash flows and considering the level of liquid assets
necessary to meet these, monitoring balance sheet liquidity ratios against internal and external requirements and
maintaining debt financing plans. We have cash and cash equivalents and bank balances of ₹33.63 million, ₹ 5.43 million
and ₹ 5.44 million as of March 31, 2025, March 31, 2024 and March 31, 2023.
Capital expenditure
Capital expenditure primarily relates to addition of property, plant and equipment for purchase of furniture and fixtures,
office equipment, computers and electronic installation. The capital expenditure is primarily funded through cash
generated from operations, supplemented by equity contributions by our shareholders and committed credit lines.
In Fiscals 2025, 2024 and 2023, we incurred capital expenditure for addition to property, plant and equipment of ₹114.75
million, ₹ 295.36 million and ₹241.05 million, primarily due to purchase of furniture and fixtures, office equipment and
computers.
Contingent liabilities
We have contingent liability of ₹ 14.19 million as per Ind AS 37 as of March 31, 2025 pertaining to indirect tax related
matter.
Off-balance sheet commitments and arrangements
We do not have any off-balance sheet arrangements, derivative instruments, swap transactions or relationships with
affiliates or other unconsolidated entities or financial partnerships that would have been established for the purpose of
facilitating off-balance sheet arrangements.
Quantitative and Qualitative Analysis of Market Risks
We are exposed to various types of market risks during the normal course of business. For further details, see “Risk
Factors” beginning on page 43:
Credit risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract,
leading to a financial loss. The carrying amount of following financial assets represents the maximum credit exposure.
Our Company periodically assesses the financial reliability of customers, taking into account the financial condition,
current economic trends and ageing of accounts receivable. Individual risk limits are set accordingly. We perform
impairment analysis at each reporting date using expected credit loss model. Our Company does not hold collateral as
security.
Accounts Receivable includes receivables aggregating to ₹422.70 million as on March 31, 2025, ₹118.78 million as on
March 31, 2024 and ₹ 36.50 million as on March 31, 2023 major customers who accounted for more than 10% of the
accounts receivables as at March 31, 2025, March 31, 2024 and March 31, 2023.
Liquidity risk
Liquidity Risk is defined as the risk that the company will not be able to settle or meet its obligations on time or at
reasonable price. The company's treasury department is responsible for liquidity, funding as well as settlement
management. In addition, processes and policies related to such risks are overseen by senior management. Management
monitors the company's net liquidity position through rolling forecast on the basis of expected cash flows.
Market risk
Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from a change in the
price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates,
foreign currency exchange rates, equity prices and other market changes that affect market risk sensitive instruments.
Market risk is attributable to all market risk sensitive financial instruments including investments and deposits, foreign
currency receivables, payables and loan borrowings.
381Our Company manages market risk through a treasury department, which evaluates and exercises independent control
over the entire process of market risk management. The treasury department recommends risk management objectives
and policies, which are approved by Senior Management and the Audit Committee. The activities of this department
include management of cash resources, implementing hedging strategies for foreign currency exposures, borrowing
strategies, and ensuring compliance with market risk limits and policies.
Interest rate risk
Interest rate risk is the risk that fair value or future cash flows of a financial instrument will fluctuate because of changes
in market interest rates. In order to optimize the company's position with regards to the interest income and interest
expenses and to manage the interest rate risk, treasury performs a comprehensive corporate interest rate risk management
by balancing the proportion of fixed rate and floating rate financial instruments in its total portfolio.
Price risk
Investment Price Risk: The currency risk refers to the exchange rate risk, arising from the change in price of one
currency in relation to another. We are not exposed to foreign currency transactions, hence there is no associated currency
risk.
Auditor qualifications and emphasis of matter
There are no auditor qualifications which have not been given effect to in the Restated Consolidated Financial
Information.
Unusual or infrequent events or transactions
There have been no unusual or infrequent events or transactions that have in the past or may in the future affect our business
operations or future financial performance.
Known trends or uncertainties
Our business has been subject to significant economic changes arising from the trends identified above in “ Management’s
Discussion and Analysis of Financial Condition and Results of Operations - Significant Factors Affecting our Financial
Conditions and Results of Operations” above and the uncertainties described in “Risk Factors” on pages 366 and 43.
Future relationship between cost and revenue
Other than as described in “Risk Factors” and this section, there are no known factors that might affect the future
relationship between cost and revenue.
Related party transactions
We have engaged in the past, and may engage in the future, in transactions with related parties. For details of our related
party transactions, see “Other Financial Information – Related Party Transactions” on page 36.
Competitive conditions
We operate in a competitive environment. Please refer to “Risk Factors”, “Industry Overview” and “Our Business” on
pages 43, 155 and 215, respectively, for further information on our industry and competition.
Seasonality and cyclicality of business
Our business is not subject to seasonality.
Extent to which material increases in net sales or revenue are due to increased sales volume, introduction of new
products or services or increased sales prices
Changes in revenue in the last three Fiscals, are as described in “Management’s Discussion and Analysis of Financial
Condition and Results of Operations - Fiscal 2025 compared to Fiscal 2024” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations – Fiscal 2024 compared to Fiscal 2023” above on pages 375
and 377, respectively.
382Significant dependence on single or few customers
The table below outlines the contribution to our revenue from lease rentals of our top clients during the last three Fiscals:
Fiscal 2025 Fiscal 2024 Fiscal 2023
Client Amount (₹ in % of Revenue Amount (₹ in % of Revenue Amount (₹ % of Revenue
from from
million) million) from Operations in million)
Operations Operations
Top 10 612.99 38.58 401.87 37.18 265.19 37.93
Top 20 860.04 54.13 578.60 53.53 372.84 53.33
New products or business segments
Except as disclosed in “Our Business” on page 215, and products that we announce in the ordinary course of business,
we have not announced any new products or business segments.
Significant developments occurring after March 31, 2025
There are no significant developments after March 31, 2025 till the date of filing of the Red Herring Prospectus:
Recent accounting pronouncements
As on the date of this Red Herring Prospectus, there are no recent accounting pronouncements, which, we believe, would
have a material effect on our financial condition or results of operations.
383SECTION VI- LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS
Except as disclosed in this section, there are no outstanding (i) criminal proceedings; (ii) actions taken by regulatory or
statutory authorities including notices issued by such authorities; (iii) claims related to direct and indirect taxes; and
(iv) any other outstanding litigation as determined to be material pursuant to the Materiality Policy in accordance with
the SEBI ICDR Regulations in each case involving our Company, Promoters, Subsidiaries, Directors and our Group
Companies (“Relevant Parties”). Further, except as disclosed in this section, there are no disciplinary actions including
penalties imposed by the SEBI or the stock exchanges against the Promoters in the last five financial years including any
outstanding action. Further, as on the date of this Red Herring Prospectus, there are no findings/observations of any
inspections by SEBI or any other regulator involving our Company which are material and which need to be disclosed
or non-disclosure of which may have bearing on the investment decision. Furthermore, except as disclosed in this section,
as on the date of this Red Herring Prospectus, there are no outstanding (i) criminal proceedings (including matters which
are at FIR stage whether cognizance has been taken or not by any court or judicial authority) and (ii) actions including
all penalties and show cause notices) by statutory and / or regulatory authorities involving our KMPs and SMPs.
Further, our Group Company does not have any pending litigation that may have material impact on our Company.
Pursuant to the Materiality Policy adopted by our Board on July 07,2025 for the purposes of (iv) above, any pending
litigation involving the Relevant Parties, has been considered ‘material’ and accordingly disclosed in this Red Herring
Prospectus where:
(i) the claim/ dispute amount, to the extent quantifiable, exceeds ₹ 0.50 million, being the amount equivalent to 1% of
the average of absolute value of profit or loss after tax, as per the Restated Consolidated Financial Information of
our Company for the last three Fiscals; or
(ii) where monetary liability is not quantifiable or does not exceed the threshold mentioned in point (i) above, the
outcome of any such pending proceedings may have a material bearing on the business, operations, performance,
prospects, financial position or reputation of our Company; or
(iii) any claim/dispute involving the Relevant Parties where the decision in one litigation is likely to affect the decision
in similar litigations, even though the amount involved in an individual litigation may not exceed ₹ 0.50 million,
being the amount equivalent to 1% of the average of absolute value of profit or loss after tax, as per the Restated
Consolidated Financial Information of our Company for the last three Fiscals.
Pre-litigation notices received by any of the Relevant Parties from third parties (excluding such notices issued by any
statutory/ regulatory/ governmental/ taxation authorities or notices threatening criminal action) shall, unless otherwise
decided by the Board, not be considered as litigation until such time that the Relevant Parties are impleaded as
defendants or respondents in litigation proceedings before any judicial forum. Additionally, FIRs (whether cognizance
has been taken or not) initiated against the Relevant Parties shall be disclosed.
Except as stated in this section, there are no outstanding material dues to creditors of our Company. Further in terms of
the Materiality Policy, a creditor shall be considered “material”, if the outstanding dues to such creditor is equal to or
exceeds 5% of total outstanding dues (trade payables) of our Company, on a consolidated basis, based on the Restated
Consolidated Financial Information. Accordingly, any outstanding dues exceeding ₹ 19.54 million, which is 5% of the
total trade payables of our Company as at March 31, 2025, have been considered as material outstanding dues for the
purposes of disclosure in this section. Further, for outstanding dues to any party which is a micro, small or medium
enterprise (“MSME”), the disclosure will be based on information available with the Company regarding the status of
the creditor as defined under Micro, Small and Medium Enterprises Development Act, 2006, as amended read with the
rules and notifications thereunder.
I. Litigation involving our Company
A. Litigation filed against our Company
a. Criminal proceedings
Nil
b. Outstanding actions by regulatory and statutory authorities
Nil
384c. Material civil proceedings
LRS Service Private Limited (“Petitioner”) has filed an application before the Commercial Court of Kasna, Gautam
Budh Nagar, Uttar Pradesh (“Commercial Court”) under Section 9 of the Arbitration and Conciliation Act, 1996
(“Section 9 Petition”) against our Company (“Respondent”), as our Company disconnected the electricity of the
tenanted premises of the Petitioner on December 27, 2024 and on December 31, 2024 and locked the tenanted
premises occupied by the Petitioner thereby not allowing them to enter the tenanted premises or to take out its assets,
servers, inventories and valuable kept in the tenanted premises on account of arrears of ₹9.41 million payable by
the Petitioner. Through the Section 9 Petition, the Petitioner has inter alia prayed for: (i) allowing the Petitioner to
enter the tenanted premises and take out his assets, servers, inventories and valuable kept in the tenanted premises.
(ii) injunction restraining our Company, its assigns, agents etc. not to restrict the entry of the Petitioner and its
employees in the tenanted premises to take out assets, servers, inventories and valuable kept by the Petitioner and
for said purpose appoint the local commissioner. The matter is pending.
B. Litigation filed by our Company
a. Criminal proceedings
Nil
b. Material civil proceedings
Nil
C. Tax proceedings involving our Company
Amount involved
Nature of Case Number of cases
(₹ in million)
Direct Tax Nil Nil
Indirect Tax 9 14.19
Total 9 14.19
385Material Tax Proceedings
1. Our Company (in the name of erstwhile Dev Accelerator LLP) has received a show cause notice dated
December 27, 2023 (“SCN”) from State Tax Officer, Gujarat (“STO”), alleging that our Company had not
declared correct tax liability while filing the annual returns of GSTR-09 for the Financial Year 2018-19. The
total tax liability along with the interest and penalty under the SCN is ₹2.81 million. By way of an order dated
March 18, 2024, bearing reference no. ZD240324036913K, the STO imposed a total demand of ₹2.86 million
against our Company (“Impugned Order”). Our Company has filed an appeal dated June 17, 2024 before
the Commissioner (Appeal), GGST, praying, inter alia, that the Impugned Order be set aside. The matter is
currently pending.
II. Litigation involving our Subsidiaries
A. Litigation filed against our Subsidiaries
a. Criminal proceedings
Nil
b. Outstanding actions by regulatory and statutory authorities
Nil
c. Material civil proceedings
Nil
B. Litigation filed by our Subsidiaries
a. Criminal proceedings
Nil
b. Material civil proceedings
Nil
C. Tax proceedings involving our Subsidiaries
Amount involved
Nature of Case Number of cases
(₹ in million)
Direct Tax Nil Nil
Indirect Tax Nil Nil
Total Nil Nil
III. Litigation involving our Directors
A. Litigation filed against our Directors
a. Criminal proceedings
Nil
b. Outstanding actions by regulatory and statutory authorities
Nil
c. Material civil proceedings
Nil
386B. Litigation filed by our Directors
a. Criminal proceedings
Nil
b. Material civil proceedings
Nil
C. Tax proceedings involving our Directors
Amount involved
Nature of Case Number of cases
(₹ in million)
Direct Tax Nil Nil
Indirect Tax Nil Nil
Total Nil Nil
IV. Litigation involving our Promoters
A. Litigation filed against our Promoters
a. Criminal proceedings
Nil
b. Disciplinary actions including penalties imposed by SEBI or stock exchanges in the last five financial years
including outstanding actions
Nil
c. Outstanding actions by regulatory and statutory authorities
Nil
d. Material civil proceedings
Nil
B. Litigation filed by our Promoters
a. Criminal proceedings
Nil
b. Material civil proceedings
Our corporate Promoter had filed a special civil application (No. 18173 of 2014) (“SCA”) against Union of India,
before the High Court of Gujarat (“High Court”) in connection with certain legal issues involving tax concerns and
their validity under the Constitution of India. The High Court took on record an order dated September 7, 2015
passed by the Supreme Court of India, which stayed further proceedings in a connected proceeding, and by way of
its order dated June 30, 2016, accordingly, adjourned the SCA sine die.
C. Tax proceedings involving our Promoters
Amount involved
Nature of Case Number of cases
(₹ in million)
Direct Tax Nil Nil
Indirect Tax Nil Nil
Total Nil Nil
387V. Litigation involving our KMPs
A. Litigation filed against our KMPs
a. Criminal proceedings
Nil
b. Outstanding actions by regulatory and statutory authorities
Nil
B. Litigation filed by our KMPs
a. Criminal proceedings
Nil
VI. Litigation involving our SMPs
A. Litigation filed against our SMPs
a. Criminal proceedings
Nil
b. Outstanding actions by regulatory and statutory authorities
Nil
B. Litigation filed by our SMPs
b. Criminal proceedings
Nil
VII. Outstanding dues to creditors
In accordance with the Materiality Policy, details of outstanding dues (trade payables) owed to MSME (as defined
under section 2 of the Micro, Small and Medium Enterprises Development Act, 2006), material creditors and other
creditors, as at March 31, 2025, are set out below:
Amount involved
Types of creditors Number of creditors
(₹ in million)
Material creditors 2 138.33
Micro, Small and Medium Enterprises 46 40.50
Other creditors 476 212.06
Total 524 390.89
Material Developments
Other than as stated in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results
of Operations” on page 359, there have not arisen, since the date of the last financial information disclosed in this Red
Herring Prospectus, any circumstances which materially and adversely affect, or are likely to affect, our operations, our
profitability taken as a whole or the value of our assets or our ability to pay our liabilities within the next 12 months from
the date of the filing of the RHP.
388GOVERNMENT AND OTHER STATUTORY APPROVALS
We have set out below an indicative list of approvals and registrations required to be obtained by our Company which
are considered material and necessary for the purpose of undertaking our business activities and operations (“Material
Approvals”). Except as disclosed below, no further approvals are material for carrying on the present business activities
and operations of our Company. Unless otherwise stated, these Material Approvals are valid as on the date of this Red
Herring Prospectus. Certain Material Approvals may have lapsed or expired or may lapse in their ordinary course of
business, from time to time, and our Company have either already made applications to the appropriate authorities for
renewal of such Material Approvals or is in the process of making such renewal applications in accordance with
applicable law.
Pursuant to the conversion of our Company into a public limited company and the consequent change in name of our
Company, our Company is in the process of changing our name as it appears on various approvals and licenses.
Further, all of our working space solutions platforms are on leave and license/ lease basis, therefore, the obligation to
obtain the required licenses lies with the licensors/lessors of such premises. In case the licensors/lessors fail to obtain
the necessary approvals such as health and fire no objection certificates and trade licenses from respective municipal
authorities of areas, where our working space solutions platforms are located and where local laws require such trade
licenses and such health and fire no objection certificates to be obtained, it may result in adverse consequences such as
imposition of penalties and potential closure of such working space solutions platform which will have an impact on the
operations of such working space solutions platform.
For details in connection with the regulatory and legal framework within which our Company operates, see “Key
Regulations and Policies in India” on page 235. For details of risk associated with not obtaining or delay in obtaining
the requisite Material Approvals, see “Risk Factors –42. In the event we fail to obtain, maintain or renew our statutory
and regulatory licenses, permits and approvals required to operate our business, including due to any default on the part
of the owners of the properties we lease and manage, our business, cash flows and results of operations may be adversely
affected.” on page 69.
I. General Details
a) Incorporation details of our Company
1. Certificate of incorporation dated September 05, 2020 issued to our Company by the RoC in the name of ‘Dev
Accelerator Private Limited’, with Corporate Identity Number (CIN) ‘U74999GJ2020PTC115984’.
2. Fresh certificate of incorporation dated September 03, 2024 issued by the RoC pursuant to conversion of our
Company from ‘private limited company’ to a ‘public limited company’. The new Corporate Identity Number (CIN)
of our Company is ‘U74999GJ2020PLC115984’.
For further details of the incorporation of our Company, see “History and Certain Corporate Matters – Brief History
of our Company” on page 239.
b) Approvals relating to the Issue
For details regarding the approvals and authorisations obtained by our Company in relation to the Issue, see “Other
Statutory and Regulatory Disclosures – Authority for the Issue” on page 393.
c) Tax related approvals
1. The permanent account number of our Company is AAHCD9502C, issued by the Income Tax Department under
the Income Tax Act.
2. The tax deduction account number of our Company is AHMD12151G, issued by the Income Tax Department under
the Income Tax Act.
3. The GST registration certificate issued on January 16, 2024 bearing registration number 24AAHCD9502C1Z1
under the Gujarat Goods and Services Tax Act, 2017 for our business operations in Gujarat.
4. The GST registration certificate issued on May 15, 2025 bearing registration number 24AAHCD9502C2Z0 (as an
input service distributor) under the Gujarat Goods and Services Tax Act, 2017 for our business operations in
Gujarat.
3895. The GST registration certificate issued on January 15, 2024 bearing registration number 27AAHCD9502C1ZV
under the Central Goods and Services Tax Act, 2017 for our business operations in Maharashtra.
6. The GST registration certificate issued on November 24, 2023 bearing registration number 36AAHCD9502C1ZW
under the Telangana Goods and Services Tax Act, 2017 for our business operations in Hyderabad.
7. The GST registration certificate issued on November 9, 2023 bearing registration number 08AAHCD9502C1ZV
under the Central Goods and Services Tax Act, 2017 for our business operations in Rajasthan.
8. The GST registration certificate issued on February 1, 2023 bearing registration number
23AAHCD9502C1Z3 under the Madhya Pradesh Goods and Services Tax Act, 2017 for our business operations in
Madhya Pradesh.
9. The GST registration certificate issued on April 1, 2024 bearing registration number 09AAHCD9502C1ZT
under the Uttar Pradesh Goods and Services Act, 2017 for our business operations in Uttar Pradesh.
d) Regulatory Approvals
1. The LEI code number of our Company is 984500F5A6BP7080C698, granted by the Legal Entity Identifier India
Limited.
2. The Importer-Exporter code (IEC) of our Company is AAHCD9502C, issued by the Ministry of Commerce and
Industry, Government of India.
e) Labour and Employee related approvals
1. Allotment of code number GJAHD2176772000 by the Employees’ Provident Fund Organisation, India under the
Employees Provident Fund and Miscellaneous Provisions Act, 1952 issued to the Company for premises situated
at Ahmedabad.
2. Allotment of code number VDBRD2404289000 by the Employees’ Provident Fund Organisation, India under the
Employees Provident Fund and Miscellaneous Provisions Act, 1952 issued to the Company for premises situated
at Vadodara.
3. Allotment of code number 37001183190000999 by the Employees’ State Insurance Corporation, India under the
Employees State Insurance Act, 1948, issued to the Company for premises situated at Ahmedabad.*
* The above-mentioned approval is in the erstwhile name of the Company i.e. Dev Accelerator Private Limited.
II. Material Approvals obtained for our Registered Office
1. Registration Certificate bearing no. PII/LJCLG/10000/0269565 issued on March 12, 2021 under the Gujarat Shops
and Establishment Act, 2019 for registration of our Registered Office as a commercial establishment. *
2. Professional Tax Enrolment Certificate bearing no. PEC010671002292 issued on January 21, 2021 under sub-
section (2) of Section 5 of The Gujarat State on Profession, Trade, Calling and Employments Act. 1976 for our
Registered Office.
3. Professional Tax Certificate of Registration bearing no. PRC010671000212 issued on January 21, 2021 under sub-
section (1) of Section 5 of The Gujarat State on Profession, Trade, Calling and Employments Act. 1976 for our
Registered Office.
* The above-mentioned approval is in the erstwhile name of the Company i.e. Dev Accelerator Private Limited.
III. Material Approvals in relation to our business and operations
1. Trade license issued by respective municipal corporations of cities where our Centers are located, under the local
municipality laws; Certificates of registration issued by the labour department of local governments where our
Centers are located, under the respective shops & establishments legislations of the states;
2. Certificate of registration issued by Alcumus ISOQAR Limited in respect of ISO 9001:2015 registration for
providing co-working spaces and ongoing support to customers.
3903. Certificate of registration issued by Alcumus ISOQAR Limited in respect of ISO 27001:2022 registration
information security management system encompassing all processes for providing co-working spaces and
continuous support.
IV. Material Approvals in relation to our Material Subsidiary:
1. Certificate of incorporation dated December 02, 2019 issued to our Material Subsidiary by the RoC in the name of
‘Neddle and Thread Designs LLP’, with LLP Identity Number ‘AAR-1928’.
2. The permanent account number of our Material Subsidiary is AARFN1565G, issued by the Income Tax Department
under the Income Tax Act.
3. The tax deduction account number of our Material Subsidiary is MUMN29102D, issued by the Income Tax
Department under the Income Tax Act.
4. The GST registration certificate issued on February 18, 2020 bearing registration number 27AARFN1565G1ZY
under the Goods and Services Tax Act, 2017 for its business operations in Maharashtra.
5. The GST registration certificate issued on May 22, 2025 bearing registration number 24AARFN1565G1Z4 under
the Gujarat Goods and Services Tax Act, 2017 for its business operations in Gujarat.
6. The LEI code number of our Material Subsidiary is 9845003E9CE0E7DFA021, granted by the Legal Entity
Identifier India Limited.
7. Udyog Aadhaar Registration Certificate bearing Udyog Aadhaar Number GJ01D0185019 issued by the Ministry of
Micro, Small and Medium Enterprises.
8. Certificate of registration dated August 30, 2024 under the Maharashtra Shop and Establishments (Regulations of
Employment and conditions of Service) Act, 2017 bearing registration number 820355783 / KE
Ward/COMMERCIAL II.
9. Allotment of code number 37001936830001099 by the Employees’ State Insurance Corporation, India under the
Employees State Insurance Act, 1948, issued to our Material Subsidiary for premises situated at Ahmedabad.
10. Allotment of code number GJAHD3616150000 by the Employees’ Provident Fund Organisation, India under the
Employees Provident Fund and Miscellaneous Provisions Act, 1952 issued to our Material Subsidiary’s for
premises situated at Ahmedabad.
11. Certificate of registration dated July 18, 2025 under the Gujarat Shops and Establishments (Regulations of
Employment and conditions of Service) Act, 2019 bearing registration number PII/LJCLG/20016459/0280616 (L.J.
College).
12. Professional Tax Enrolment Certificate bearing no. PEC010671085518 issued on July 15, 2025 under sub-section
(2) of Section 5 of The Gujarat State on Profession, Trade, Calling and Employments Act, 1976 for our Material
Subsidiary’s Registered Office,
13. Professional Tax Certificate of Registration bearing no. PRC010671021705 issued on July 15, 2025 under sub-
section (1) of Section 5 of The Gujarat State on Profession, Trade, Calling and Employments Act, 1976 for our
Material Subsidiary’s Registered Office.
V. Material Approvals for Material Centers that have expired and for which renewal applications have been
made by our Company
Nil
VI. Material Approvals that have expired and for which renewal applications are yet to be made:
Nil
VII. Material Approvals required and applied for, but not yet received:
Nil
391VIII. Material Approvals required but not yet applied:
Nil
IX. Intellectual Property
For details in relation to our intellectual property, see “Our Business – Intellectual Property” on page 392 and for
risks associated with our intellectual property, see “Risk Factors – 41. Our inability to protect or use our intellectual
property rights may adversely affect our business. We may also unintentionally infringe upon the intellectual
property rights of others, any misappropriation of which could harm our competitive position.” on page 68.
392OTHER REGULATORY AND STATUTORY DISCLOSURES
Authority for the Issue
Corporate Approvals
1. Our Board of Directors has authorised the Issue by a resolution passed in their meeting held February 22, 2025.
2. Our Shareholders have approved and authorised the Issue by way of a special resolution passed at their extraordinary
general meeting held on March 20, 2025.
3. The Draft Red Herring Prospectus was approved by our Board through its resolution in its meeting dated March
30, 2025.
4. This Red Herring Prospectus was approved by our Board through its resolution in its meeting dated September 02,
2025.
In-principle Listing Approvals
Our Company has received in-principle approvals from BSE and NSE for the listing of the Equity Shares pursuant to letters
each dated April 29, 2025.
Prohibition by the SEBI or other Governmental Authorities
Our Company, our Promoters, our Directors, the members of the Promoter Group and the persons in control of our
Company have not been prohibited from accessing the capital markets and have not been debarred from buying, selling
or dealing in securities under any order or direction passed by SEBI or any securities market regulator in any jurisdiction
or any other authority/court having jurisdiction over them.
Compliance with the SBO Rules
Our Company, our Promoters, and the members of the Promoter Group are in compliance with the SBO Rules, to the
extent in force and as applicable as on the date of this Red Herring Prospectus.
Directors associated with the Securities Market
None of our Directors are, in any manner, associated with the securities market and there is no outstanding action initiated
by SEBI against any of our Directors in the five years preceding the date of this Red Herring Prospectus.
Directors, Promoters or individuals forming part of the Promoter Group of our Company, associated with
voluntarily struck off companies/LLPs
Except as disclosed below, none of the Directors, or Promoters or individuals forming part of the Promoter Group of our
Company are associated as directors / designated partners with struck-off companies/LLPs:
• Umesh Satishkumar Uttamchandani, our Managing Director and one of our Promoters, was associated with
Aadhhya Spacelinks Private Limited, as a director.
• Umesh Satishkumar Uttamchandani, our Managing Director and one of our Promoters, Parth Naimeshbhai Shah,
our Chairman, Whole-time Director and one of our Promoters, and Rushit Shardulkumar Shah, our Whole-time
Director and one of our Promoters, were associated with Trazo Edtech LLP, as designated partners.
• Jaiminbhai Jagdishbhai Shah, our Non-Executive Nominee Director and one of our Promoters, was associated with
Anjani Texpro Private Limited, as a director.
• Pathik Patwari, our Independent Director, was associated with Nexus Enviro Solutions Private Limited and Austar
Technologies Private Limited, as a director.
• Yash Shah, our Independent Director, was associated with Linkjoy LLP, as a designated partner.
• Anish Patel, our Independent Director, was associated with CC Two Partners LLP, as a designated partner.
393Eligibility for the Issue
Our Company is eligible to undertake the Offer in accordance with the eligibility criteria provided in Regulation 6(2) of
the SEBI ICDR Regulations which states the following:
“An issuer not satisfying the condition stipulated in Regulation 6(1) of the SEBI ICDR Regulations shall be eligible to
make an initial public offer only if the issue is made through the book-building process and the issuer undertakes to allot
at least seventy-five per cent of the issue to qualified institutional buyers and to refund the full subscription money if it fails
to do so.”
We are an unlisted company that does not satisfy the conditions specified in Regulations 6(1)(a) and 6(1)(b) of
the SEBI ICDR Regulations of having net tangible assets of at least ₹30.00 million, in each of the preceding three
financial years and an average operating profit of at least ₹150.00 million, with operating profit in each of these years,
respectively, and are therefore required to meet the conditions as detailed under Regulation 6(2) of the SEBI ICDR
Regulations.
We are therefore required to allot not less than 75% of the Net Issue to QIBs to meet the conditions as detailed under
Regulation 6(2) of the SEBI ICDR Regulations. Further, not more than 15% of the Net Issue shall be available for
allocation to Non-Institutional Investors of which one-third of the Non-Institutional Portion shall be available for
allocation to Bidders with an application size of more than ₹0.20 million and up to ₹1.00 million and two-thirds of the
Non-Institutional Portion shall be available for allocation to Bidders with an application size of more than ₹1.00 million
provided that under-subscription in either of these two sub-categories of the Non-Institutional Portion may be allocated
to Bidders in the other sub-category of Non-Institutional Portion in accordance with the SEBI ICDR Regulations, subject
to valid Bids being received at or above the Issue Price. Further, not more than 10% of the Net Issue shall be available for
allocation to RIIs in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the
Issue Price. In the event we fail to do so, the full application monies shall be refunded to the Bidders, in accordance with
the SEBI ICDR Regulations and other applicable laws. Please see “Issue Structure” on page 411.
Our Company confirms that it is in compliance with the conditions specified in Regulation 7(1) of the SEBI ICDR
Regulations, to the extent applicable, and will ensure compliance with the conditions specified in Regulation 7(2) of the
SEBI ICDR Regulations, to the extent applicable.
Further, in accordance with Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the number
of Allottees under the Issue shall be not less than 1,000, failing which, the entire application money will be refunded
forthwith.
Further, our Company confirms that it is not ineligible to make the Issue in terms of Regulation 5 of the SEBI ICDR
Regulations, to the extent applicable.
The status of compliance of our Company with the conditions as specified under Regulations 5 and 7(1) of the SEBI
ICDR Regulations are as follows:
a. Neither our Company nor the Promoters, members of the Promoter Group, or the Directors are debarred from
accessing the capital markets by the SEBI.
b. None of the Promoters or the Directors are promoters or directors of companies which are debarred from accessing
the capital markets by the SEBI.
c. None of the Promoters or the Directors has been declared a Fugitive Economic Offender.
d. There are no outstanding warrants, options or rights to convert debentures, loans or other instruments convertible
into, or which would entitle any person any option to receive Equity Shares, as on the date of this Red Herring
Prospectus.
e. None of our Company, our Promoters or Directors is a Wilful Defaulter or Fraudulent Borrower.
f. Our Company has entered into tripartite agreements dated April 29, 2024 and May 7, 2024 with CDSL and NSDL,
respectively, for dematerialization of the Equity Shares.
g. The Equity Shares of our Company held by the Promoters are in the dematerialised form.
394h. All the Equity Shares are fully paid-up and there are no partly paid-up Equity Shares as on the date of filing of this
Red Herring Prospectus;
i. There is no requirement for us to make firm arrangements of finance under Regulation 7(1)(e) of the SEBI ICDR
Regulations through verifiable means towards 75% of the stated means of finance.
DISCLAIMER CLAUSE OF THE SEBI
IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THE DRAFT RED HERRING
PROSPECTUS TO SEBI SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED THAT THE SAME
HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER
FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE ISSUE IS
PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS
EXPRESSED IN THE DRAFT RED HERRING PROSPECTUS. THE BRLM, PANTOMATH CAPITAL
ADVISORS PRIVATE LIMITED, HAS CERTIFIED THAT THE DISCLOSURES MADE IN THE DRAFT
RED HERRING PROSPECTUS ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE
SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2018, AS AMENDED. THIS REQUIREMENT IS TO FACILITATE
INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING AN INVESTMENT IN THE PROPOSED
ISSUE.
IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY
RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THE DRAFT RED HERRING PROSPECTUS, THE BRLM IS EXPECTED TO EXERCISE
DUE DILIGENCE TO ENSURE THAT THE COMPANY DISCHARGES ITS RESPONSIBILITY
ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE BRLM HAS FURNISHED TO
SEBI, A DUE DILIGENCE CERTIFICATE DATED MARCH 30, 2025 IN THE FORMAT PRESCRIBED
UNDER SCHEDULE V(A) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL
AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED.
THE FILING OF THE DRAFT RED HERRING PROSPECTUS AND THIS RED HERRING PROSPECUS
DOES NOT, HOWEVER, ABSOLVE THE COMPANY FROM ANY LIABILITIES UNDER THE
COMPANIES ACT, 2013 OR FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY AND/OR
OTHER CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE ISSUE. SEBI FURTHER
RESERVES THE RIGHT TO TAKE UP, AT ANY POINT OF TIME, WITH THE BRLM, ANY
IRREGULARITIES OR LAPSES IN THIS RED HERRING PROSPECTUS.
All applicable legal requirements pertaining to the Issue have been complied with at the time of filing this Red Herring
Prospectus, with the RoC in terms of Section 32 of the Companies Act, 2013. All applicable legal requirements pertaining
to the Issue will be complied with at the time of filing of the Prospectus with the RoC in terms of Sections 26, 30, 32,
33(1) and 33(2) of the Companies Act, 2013.
Disclaimer from our Company, the Directors, and the BRLM
Our Company, the Directors, and the BRLM accept no responsibility for statements made otherwise than in this Red
Herring Prospectus or in the advertisements or any other material issued by or at our Company’s instance and anyone
placing reliance on any other source of information, including our Company’s website https://devx.work/ , would be
doing so at his or her own risk.
The BRLM accepts no responsibility, save to the limited extent as provided in the Issue Agreement and as will be
provided for in the Underwriting Agreement to be entered into among the Underwriters, and our Company.
All information shall be made available by our Company and the BRLM to the public and investors at large and no
selective or additional information would be available for a section of the investors in any manner whatsoever, including
at road show presentations, in research or sales reports, at Bidding Centers or elsewhere.
Bidders who Bid in the Issue will be required to confirm and will be deemed to have represented to our Company,
Underwriters and their respective directors, officers, agents, affiliates, and representatives that they are eligible under all
applicable laws, rules, regulations, guidelines and approvals to acquire the Equity Shares and will not issue, sell, pledge,
or transfer the Equity Shares to any person who is not eligible under any applicable laws, rules, regulations, guidelines
and approvals to acquire the Equity Shares. Our Company, Underwriters and their respective directors, officers, agents,
affiliates, and representatives accept no responsibility or liability for advising any investor on whether such investor is
eligible to acquire the Equity Shares.
395The BRLM and its associates and affiliates in their capacity as principals or agents may engage in transactions with, and
perform services for, our Company in the ordinary course of business and have engaged, or may in the future engage, in
commercial banking and investment banking transactions with our Company and its respective affiliates or associates or
third parties, for which they have received, and may in the future receive, compensation.
Disclaimer in respect of Jurisdiction
Any dispute arising out of the Issue will be subject to the jurisdiction of appropriate court(s) in Mumbai, India only.
The Issue is being made in India to persons resident in India (including Indian nationals resident in India who are competent
to contract under the Indian Contract Act, 1872, HUFs, companies, other corporate bodies and societies registered under
the applicable laws in India and authorised to invest in shares, Mutual Funds registered with the SEBI, VCFs, AIFs, public
financial institutions as specified under Section 2(72) of the Companies Act, scheduled commercial banks, state industrial
development corporation, permitted national investment funds, NBFC-SIs, Indian financial institutions, commercial
banks, regional rural banks, co-operative banks (subject to permission from the RBI), or trusts under applicable trust law
and who are authorised under their constitution to hold and invest in equity shares, multilateral and bilateral development
financial institutions, state industrial development corporations, insurance companies registered with IRDAI, provident
funds (subject to applicable law) and pension funds, National Investment Fund, permitted insurance companies and
pension funds, insurance funds set up and managed by the army, navy or air force and insurance funds set up and managed
by the Department of Posts, Government of India) and permitted Non-Residents including FPIs and Eligible NRIs, AIFs
and other eligible foreign investors, if any, provided that they are eligible under all applicable laws and regulations to
purchase the Equity Shares.
This Red Herring Prospectus does not constitute an invitation to subscribe to, offer to sell or purchase the Equity Shares
in the Issue in any jurisdiction, including India. Invitations to any person to whom it is unlawful to make an offer or
invitation in such jurisdiction. Any person into whose possession this Red Herring Prospectus comes is required to inform
himself or herself about, and to observe, any such restrictions. Invitations to subscribe to or purchase the Equity Shares
in the Issue will be made only pursuant to this Red Herring Prospectus for the Issue. No person outside India is eligible
to Bid for Equity Shares in the Issue unless that person has received the preliminary offering memorandum for the
Issue, which contains the selling restrictions for the Issue outside India.
No action has been or will be taken to permit a public offering in any jurisdiction where action would be required for that
purpose, except that the Draft Red Herring Prospectus was filed with the SEBI for its observation and this Red Herring
Prospectus has been filed with RoC, SEBI and Stock Exchanges. Accordingly, the Equity Shares represented hereby may
not be offered or sold, directly or indirectly, and this Red Herring Prospectus may not be distributed, in any jurisdiction,
except in accordance with the legal requirements applicable in such jurisdiction. Neither the delivery of this Red Herring
Prospectus, nor any offer or sale hereunder, shall, under any circumstances, create any implication that there has been no
change in our affairs from the date hereof or that the information contained herein is correct as of any time subsequent to
this date.
Eligibility and Transfer Restrictions
The Equity Shares offered in the Issue have not been and will not be registered under the U.S. Securities Act
or any state securities laws in the United States, and unless so registered, may not be offered or sold within the
United States, except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the U.S. Securities Act and in accordance with any applicable U.S. state securities laws.
Accordingly, the Equity Shares are being offered and sold outside the United States in ‘offshore transactions’
in reliance on Regulation S under the U.S. Securities Act and the applicable laws of the jurisdictions where such
offers and sales are made.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction
outside India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction, except
in compliance with the applicable laws of such jurisdiction.
Bidders are advised to ensure that any Bid from them does not exceed investment limits or the maximum number
of Equity Shares that can be held by them under applicable law. Further, each Bidder where required must agree
in the Allotment Advice that such Bidder will not sell or transfer any Equity Shares or any economic interest
therein, including any off-shore derivative instruments, such as participatory notes, issued against the Equity
Shares or any similar security, other than in accordance with applicable laws.
Disclaimer Clause of BSE
As required, a copy of the Draft Red Herring Prospectus has been submitted to BSE. The disclaimer clause as intimated
396by BSE to our Company, post scrutiny of the Draft Red Herring Prospectus, by way of its in principle approval dated
April 29, 2025, is as set forth below:
“BSE Limited ("the Exchange") has given vide its letter dated April 29,2025, permission to this Company to use the
Exchange's name in this offer document as one of the stock exchanges on which this company's securities are proposed
to be listed. The Exchange has scrutinized this offer document for its limited internal purpose of deciding on the matter
of granting the aforesaid permission to this Company. The Exchange does not in any manner: -
a. warrant, certify or endorse the correctness or completeness of any of the contents of this offer document; or
b. warrant that this Company's securities will be listed or will continue to be listed on the Exchange; or
c. take any responsibility for the financial or other soundness of this Company, its promoters, its management or any
scheme or project of this Company.
and it should not for any reason be deemed or construed that this offer document has been cleared or approved by the
Exchange. Every person who desires to apply for or otherwise acquires any securities of this Company may do so
pursuant to independent inquiry. investigation and analysis and shall not have any claim against the Exchange
whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such
subscription/acquisition whether by reason of anything stated or omitted to be stated herein or for any other reason
whatsoever”
Disclaimer Clause of the NSE
As required, a copy of the Draft Red Herring Prospectus has been submitted to NSE. The disclaimer clause as intimated
by NSE to our Company, post scrutiny of the Draft Red Herring Prospectus, by way of its in principle approval dated
April 29, 2025, is as set forth below:
“As required, a copy of this Offer Document has been submitted to National Stock Exchange of India Limited (hereinafter
referred to as NSE). NSE has given vide its letter Ref.: NSE/LIST/5360 dated April 29, 2025, permission to the Issuer to
use the Exchange’s name in this Offer Document as one of the Stock Exchanges on which this Issuer’s securities are
proposed to be listed. The Exchange has scrutinized this draft offer document for its limited internal purpose of deciding
on the matter of granting the aforesaid permission to this Issuer. It is to be distinctly understood that the aforesaid
permission given by NSE should not in any way be deemed or construed that the offer document has been cleared or
approved by NSE; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the
contents of this offer document; nor does it warrant that this Issuer’s securities will be listed or will continue to be listed
on the Exchange; nor does it take any responsibility for the financial or other soundness of this Issuer, its promoters, its
management or any scheme or project of this Issuer.
Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant to independent
inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever by reason of any loss
which may be suffered by such person consequent to or in connection with such subscription /acquisition whether by
reason of anything stated or omitted to be stated herein or any other reason whatsoever.”
Listing
The Equity Shares issued through this Red Herring Prospectus and the Prospectus are proposed to be listed on BSE and
NSE. Applications will be made to the Stock Exchanges for obtaining permission for listing and trading of the Equity
Shares. NSE will be the Designated Stock Exchange with which the Basis of Allotment will be finalised.
If the permission to deal in and for an official quotation of the Equity Shares is not granted by the Stock Exchanges, our
Company shall forthwith repay, without interest, all monies received from the applicants in pursuance of this Red Herring
Prospectus in accordance with applicable law. Our Company shall ensure that all steps for the completion of the necessary
formalities for listing and commencement of trading of Equity Shares at the Stock Exchanges are taken within three
Working Days from the Bid/Issue Closing Date or such period as may be prescribed by SEBI.
If our Company does not allot Equity Shares pursuant to the Issue within such timeline as prescribed by SEBI, it shall
repay without interest all monies received from Bidders, failing which interest shall be due to be paid to the Bidders at the
prescribed rate in accordance with applicable law.
Consents
Consents in writing of (a) our Directors, our Company Secretary and Compliance Officer, the Statutory Auditors, JLL,
397Upkrama Design LLP, the independent chartered accountant, the legal counsel appointed for the Issue, the bankers to our
Company, the BRLM and Registrar to the Issue, to act in their respective capacities, have been obtained; and (b) the
Syndicate Member, Monitoring Agency, and Bankers to the Issue/Escrow Collection Bank, Public Issue Bank, Sponsor
Banks and Refund Bank to act in their respective capacities, will be obtained and filed along with a copy of this Red
Herring Prospectus with the RoC, as required under Sections 26 and 32 of the Companies Act, 2013. Further, such
consents have not been withdrawn as on the date of this Red Herring Prospectus.
Experts
Except as stated below, our Company has not obtained any expert opinions:
Our Company has received the written consent dated September 02, 2025 from our Statutory Auditors holding a valid peer
review certificate from ICAI to include their name as required under section 26 (5) of the Companies Act, 2013 read with
SEBI ICDR Regulations, in this Red Herring Prospectus and as an “expert” as defined under section 2(38) of the
Companies Act, 2013 to the extent and in their capacity as our Statutory Auditors, and in respect of their (i) examination
report dated July 07, 2025 on our Restated Consolidated Financial Information; and (ii) their report dated September 02,
2025 on the statement of possible special tax benefits available to the Company, its Material Subsidiary and its
shareholders in this Red Herring Prospectus and such consent has not been withdrawn as on the date of this Red Herring
Prospectus. However, the term “expert” herein shall not be construed to mean an “expert” as defined under the U.S.
Securities Act.
Our Company has received written consent dated August 29, 2025 from M/s Bilimoria Mehta & Co., Chartered
Accountants, to include their name as an independent chartered accountant under Section 26(5) of the Companies Act in
this Red Herring Prospectus and as an “expert” as defined under Section 2(38) and other applicable provisions of the
Companies Act and such consent has not been withdrawn until the filing of this Red Herring Prospectus with the SEBI.
Our Company has received written consent dated August 29, 2025 from Upkrama Design LLP, independent architects to
include its name as required under section 26(5) of the Companies Act, 2013 read with the SEBI ICDR Regulations, in
this Red Herring Prospectus, and as an “expert” as defined under Section 2(38) of the Companies Act, 2013 to the extent
and in their capacity as an independent architect with respect to the certificates issued by them and such consent has not
been withdrawn as on the date of this Red Herring Prospectus.
Particulars regarding public or rights issues by our Company during the last five years and performance vis-à-vis
objects – our Company
Our Company has not undertaken any public issue during the five years immediately preceding the date of this Red
Herring Prospectus. Other than as disclosed in the section entitled “Capital Structure – Notes to Capital Structure” on
page 100, our Company has not made any rights issue during the five years immediately preceding the date of this Red
Herring Prospectus.
Particulars regarding public or rights issues by listed Subsidiaries or listed Promoter during the last five years
and performance vis-à-vis objects
Our listed Promoter, Dev Information Technology Limited, has not undertaken any public/ rights issue of its equity shares
in the preceding five years. Our Company does not have any listed subsidiaries.
Underwriting commission, brokerage and selling commission paid on previous issues of the Equity Shares in the
last five years
Since this is the initial public issue of Equity Shares, no sum has been paid or is payable as commission or brokerage for
subscribing to or procuring or agreeing to procure subscription for any of the Equity Shares in the last five years preceding
the date of this Red Herring Prospectus.
Capital issue by our Company, listed Group Companies, Subsidiaries and Associates during the previous three
years
None of the securities of our Subsidiaries, Associates and Group Companies are currently listed on any stock exchange.
For details in relation to the capital issuances by our Company since incorporation, see “Capital Structure” at page 100.
Exemption under securities laws
Our Company has not applied to SEBI for any exemption from complying with any provisions of securities laws, as on
the date of this Red Herring Prospectus.
398Past price Information of past issues handled by the BRLM
Price information of past issues handled by Pantomath Capital Advisors Private Limited (during the current Fiscal and
two Fiscals preceding the current financial year):
+/- %
+/- % change +/- % change
change in
in closing in closing
closing
price, [+/- % price, [+/- %
price, [+/-
Opening change in change in
% change
Sr. Issue Size Issue Price price on closing closing
Issue Name Listing date in closing
No (₹ million) (Rs.) listing benchmark]- benchmark]-
benchmark
date 30th 90th
]- 180th
calendar calendar
calendar
days from days from
days from
listing listing
listing
1. U5 rban Enviro 114.20 100.00 June 22,
Waste 2023 - 27.66% -5.39% 185.99%
141.00
Management (5.19%) (6.02%) (14.10%)
limited
2. A eroflex 3,510.00 108.00 August 31, -22.59% -19.12% -25.73%
197.40
Industries Limited 2023 (1.54%) (2.07%) (12.28%)
3. V ishnu Prakash R 3,086.00 99.00 September 0.67% 24.12% 7.58%
165.00
Punglia Limited 05, 2023 (-0.71%) (3.54% ) (14.32%)
4. P laza Wires 712.80 54.00 October 52.89% 40.33% 24.87%
76.00
Limited 12, 2023 (-1.36%) (8.85%) (14.51%)
5. T ransteel Seating 499.80 70.00 November
3.82% 2.36% -25.42%
Technologies 06, 2023 88.90
(7.44%) (12.58%) (15.78%)
Limited
6. S AR Televenture 247.50 55.00 November 78.67% 186.86% 101.48%
105.00
Limited 08, 2023 (7.50%) (11.97%) (15.60%)
7. K ronox Lab 1,301.52 136.00 June 10, -3.61% 4.41% 23.00%
164.95
Sciences Limited 2024 (5.05%) (6.85%) (6.00%)
8. S anstar Limited 5,101.50 95.00 July 22.88% 11.34% 3.94%
109.00
26,2024 (-0.05%) (-1.61%) (-7.29%)
9. S AR Televenture 4,499.93 210.00 July
49.43% 38.30% 1.56%
Limited- 29,2024 225.05
(0.73%) (-2.64%) (-7.02%)
Composite Issue
10. Q uality Power 8,586.96 425.00 February
Electrical 24, 2025 -22.06% -0.48% 83.42%
430.00
Equipments (4.95%) (10.20%) (10.27%)
Limited
11. H ighway 1,300.00 70.00 August 12,
Infrastructure 2025 117.00 - - -
Limited
12. R egaal Resources 3,059.95 102.00 August 20, 141.80 - - -
Limited 2025
For details regarding the track record of the Book Running Lead Manager, as specified in the Circular reference
CIR/MIRSD/1/2012 dated January 10, 2012 issued by SEBI, please refer to the website www.pantomathgroup.com
Sources: All shares price data are taken from www.bseindia.com and www.nseindia.com
Note:
1. The BSE Sensex and CNX Nifty are considered as the Benchmark Index.
2. Prices on BSE/NSE are considered for all of the above calculations.
3. In case the 30th/90th/180th day is a holiday, closing price on BSE/NSE of the previous trading day has been considered.
In case 30th/90th/180th days, scrips are not traded then closing price on BSE/NSE of the previous trading day has been
considered.
Summary statement of price information of past public issues (during the current Financial Year and two Financial Years
399preceding the current financial year) handled by Pantomath Capital Advisors Private Limited:
No. of IPOs trading at No. of IPOs trading at No. of IPOs trading at No. of IPOs trading at
Total discount on 30th premium on 30th discount on 180th premium on 180th
Total funds Calendar day from Calendar day from listing Calendar day from listing Calendar day from
Fiscal no. of raised listing date date date listing date
IPOs (₹ in Less Less Less Less
million) Over Between than Over Between than Over Between than Over Between than
50% 25-50% 50% 25-50% 50% 25-50% 50% 25-50%
25% 25% 25% 25%
23-24 6 8,170.45 - 1 1 2 - 2 - 2 - 2 - 2
24-25 4 19,489.91 - - 2 - 1 1 - - - 1 - 3
25-26 2 4,359.95 - - - - - - - - - - - -
*Up to September 02, 2025.
Track record of past issues handled by the BRLM
For details regarding the track record of the BRLM, as specified under Circular reference CIR/MIRSD/1/2012 dated
January 10, 2012 issued by the SEBI, see the website of the BRLM mentioned below:
BRLM Website
Pantomath Capital Advisors Private Limited https://www.pantomathgroup.com/
For further details in relation to the BRLM, see “General Information – Book Running Lead Manager” on page 93.
Stock Market Data of Equity Shares
This being an initial public offer of the Equity Shares of our Company, the Equity Shares are not listed on any stock
exchange as on the date of this Red Herring Prospectus, and accordingly, no stock market data is available for the Equity
Shares.
Mechanism for redressal of investor grievances
The agreement between the Registrar to the Issue and our Company provides for retention of records with the Registrar
to the Issuer for a minimum period of eight years from the last date of listing and commencement of trading of the
Equity Shares on the Stock Exchanges, in order to enable the investors to approach the Registrar to the Issue for
redressal of their grievances.
Bidders can contact the Company Secretary and Compliance Officer, the BRLM and/or the Registrar to the
Issue in case of any pre - Issue or post - Issue related problems such as non-receipt of letters of Allotment, non-
credit of Allotted Equity Shares in the respective beneficiary account, non-receipt of refund orders or non-
receipt of funds by electronic mode, etc. For all Issue related queries and for redressal of complaints, Bidders
may also write to the BRLM or the Registrar to the Issue, in the manner provided below.
SEBI, by way of its master circular bearing number SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023
(“June 2023 Circular”), has identified the need to put in place measures, in order to manage and handle investor issues
arising out of the UPI Mechanism inter alia in relation to delay in receipt of mandates by Bidders for blocking of funds
due to systemic issues faced by Designated Intermediaries/SCSBs and failure to unblock funds in cases of partial
allotment/non allotment within prescribed timelines and procedures.
Subsequently, by way of its circular dated June 2, 2021 (“June 2021 Circular”) and its circular dated April 20, 2022
(“April 2022 Circular”), SEBI modified the process timelines and extended the implementation timelines for certain
measures introduced by the March 2021 Circular. Per the March 2021 Circular read with the June 2021 Circular and the
April 2022 Circular, for initial public offerings opening for subscription on or after May 1, 2021, SEBI has prescribed
certain mechanisms to ensure proper management of investor issues arising out of the UPI Mechanism, including (i)
identification of a nodal officer by SCSBs for the UPI Mechanism; (ii) delivery of SMS alerts and invoice in the inbox
by SCSBs for blocking and unblocking of UPI Mandate Requests; (iii) periodic sharing of statistical details of mandate
blocks/unblocks, performance of apps and UPI handles, network latency or downtime, etc., by the Sponsor Banks to the
400intermediaries forming part of the closed user group vide email;(iv) limiting the facility of reinitiating UPI Bids to
Syndicate Member only to once per Bid; and (v) mandating SCSBs to ensure that the unblock process for non-
allotted/partially allotted applications is completed by the closing hours of one Working Day subsequent to the
finalisation of the Basis of Allotment.
In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI
Mechanism) exceeding two Working Days from the Bid / Issue Closing Date, in accordance with the March, 2021 Circular,
as amended by the June 2021 Circular and June 2023 Circular, the Bidder shall be compensated at a uniform rate of ₹100
per day for the entire duration of delay exceeding two Working Days from the Bid / Issue Closing Date by the intermediary
responsible for causing such delay in unblocking. The BRLM shall, in their sole discretion, identify and fix the liability
on such intermediary or entity responsible for such delay in unblocking.
In terms of SEBI ICDR Master Circular and any subsequent circulars, as applicable, issued by SEBI, any ASBA Bidder
whose Bid has not been considered for Allotment, due to failure on the part of any SCSB, shall have the option to seek
redressal of the same by the concerned SCSB within three months of the date of listing of the Equity Shares.
Separately, pursuant to the SEBI ICDR Master Circular, the following compensation mechanism shall be applicable for
investor grievances in relation to Bids made through the UPI Mechanism for public issues opening on or after May 1,
2021, for which the relevant SCSBs shall be liable to compensate the investor:
Scenario Compensation amount Compensation period
Delayed unblock for cancelled / ₹100 per day or 15% per annum of the Bid From the date on which the request for
withdrawn / deleted applications Amount, whichever is higher cancellation / withdrawal / deletion is
placed on the bidding platform of the
Stock Exchanges till the date of actual
unblock
Blocking of multiple amounts 1. Instantly revoke the blocked funds other From the date on which multiple
for the same Bid made through than the original application amount; amounts were blocked till the date of
the UPI Mechanism and actual unblock
2. ₹100 per day or 15% per annum of the
total cumulative blocked amount except
the original Bid Amount, whichever is
higher
Blocking more amount than the 1. Instantly revoke the difference amount, From the date on which the funds to the
Bid Amount i.e., the blocked amount less the Bid excess of the Bid Amount were
Amount; and blocked till the date of actual unblock
2. ₹100 per day or 15% per annum of the
difference amount, whichever is higher
Delayed unblock for non – ₹100 per day or 15% per annum of the Bid From the Working Day subsequent to
Allotted/ partially Allotted Amount, whichever is higher the finalisation of the Basis of
applications Allotment till the date of actual
unblock
Further, in the event there are any delays in resolving the investor grievance beyond the date of receipt of the complaint
from the investor, for each day delayed, the post-Issue BRLM shall be liable to compensate the investor ₹100 per day or
15% per annum of the Bid Amount, whichever is higher. The compensation shall be payable for the period ranging from
the day on which the investor grievance is received till the date of actual unblock.
In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI
Mechanism) exceeding two Working Days from the Bid/Offer Closing Date, the Bidder shall be compensated by the
intermediary responsible for causing such delay in unblocking in accordance with applicable law. Further, investors shall
be entitled to compensation in the manner specified in the SEBI ICDR Master Circular in case of delays in resolving
investor grievances in relation to blocking/unblocking of funds.
Further, in terms of SEBI ICDR Master Circular, the payment of processing fees to the SCSBs shall be undertaken
pursuant to an application made by the SCSBs to the BRLM, and such application shall be made only after (i) unblocking
of application amounts for each application received by the SCSB has been fully completed, and (ii) applicable
compensation relating to investor complaints has been paid by the SCSB.
401The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the remitter
banks (SCSBs) only after such banks provide a written confirmation on compliance with March 2021 Circular read with
June 2021 Circular and April 2022 Circular.
Further, in terms of April 2022 Circular, read with SEBI master circular (SEBI/HO/MIRSD/POD- 1/P/CIR/2023/70)
dated May 17, 2023 and SEBI circular (SEBI/HO/CFD/TPD1/CIR/P/2023/140) dated August 9, 2023, the payment
of processing fees to the SCSBs shall be undertaken pursuant to an application made by the SCSBs to the BRLM, and
such application shall be made only after (i) unblocking of application amounts for each application received by the
SCSB has been fully completed, and (ii) applicable compensation relating to investor complaints has been paid by
the SCSB.
All grievances in relation to the Bidding process, other than those of the Anchor Investors may be addressed to the
Registrar to the Issue with a copy to the relevant Designated Intermediary to whom the Bid cum Application Form
was submitted. The Bidder should give full details such as name of the sole or First Bidder, Bid cum Application
Form number, Bidder DP ID, Client ID, UPI ID, PAN, date of the submission of Bid cum Application Form, address
of the Bidder, number of the Equity Shares applied for and the name and address of the Designated Intermediary
where the Bid cum Application Form was submitted by the Bidder.
All grievances relating to Bids submitted with Registered Brokers, may be addressed to the Stock Exchanges, with a
copy to the Registrar to the Issue. Further, Bidders shall also enclose a copy of the Acknowledgment Slip received
from the Designated Intermediaries in addition to the information mentioned hereinabove.
All grievances of the Anchor Investors may be addressed to the Registrar to the Issue, giving full details such as the
name of the sole or first Bidder, Bid cum Application Form number, Bidders’ DP ID, Client ID, PAN, date of the Bid
cum Application Form, address of the Bidder, number of the Equity Shares applied for, Bid Amount paid on
submission of the Bid cum Application Form and the name and address of the BRLM with whom the Bid cum
Application Form was submitted by the Anchor Investor. The BRLM shall, in its sole discretion, identify and fix the
liability on such intermediary or entity responsible for such delay in unblocking.
The Registrar to the Issue shall obtain the required information from the SCSBs for addressing any clarifications or
grievances of ASBA Bidders. Our Company, the BRLM and the Registrar to the Issue accept no responsibility for
errors, omissions, commission of any acts of Designated Intermediaries including any defaults in complying with its
obligations under applicable SEBI ICDR Regulations. Investors can contact the Company Secretary and Compliance
Officer, the BRLM or the Registrar to the Issue in case of any pre - Issue or post - Issue related problems such as non-
receipt of letters of Allotment, non-credit of allotted Equity Shares in the respective beneficiary account, non-receipt
of refund intimations and non-receipt of funds by electronic mode. SCSBs are required to resolve these complaints
within 15 days, failing which the concerned SCSB would have to pay interest at the rate of 15% per annum for any
delay beyond this period of 15 days.
Our Company has obtained SCORES authentication in compliance with the SEBI circular (CIR/OIAE/1/2013) dated
April 17, 2013 and the SEBI circular (CIR/OIAE/1/2014) dated December 18, 2014 read with the SEBI circular
SEBI/HO/OIAE/IGRD/CIR/P/2021/642 dated October 14, 2021 and SEBI circular
SEBI/HO/OIAE/IGRD/P/CIR/2022/0150 dated November 7, 2022 in relation to redressal of investor grievances
through SCORES.
Our Company, the BRLM, and the Registrar to the Issue accept no responsibility for errors, omissions, commission
of any acts of the Designated Intermediaries, including any defaults in complying with its obligations under the SEBI
ICDR Regulations.
Disposal of investor grievances by our Company
Our Company has also constituted a Stakeholders’ Relationship Committee to review and redress the shareholders
and investor grievances such as transfer of Equity Shares, non-recovery of balance payments, declared dividends,
approve subdivision, consolidation, transfer, and issue of duplicate shares.
Our Company has also appointed Anjan Trivedi, Company Secretary of our Company, as the compliance officer for
the Issue. For details, “General Information- Company Secretary and Compliance Officer” on page 92.
Our Company has not received any investor complaint during the three years preceding the date of this Red Herring
Prospectus. Further, no investor complaint in relation to our Company is pending as on the date of this Red Herring
Prospectus.
Our Company estimates that the average time required by our Company or the Registrar to the Issue or the relevant
402Designated Intermediary, for the redressal of routine investor grievances shall be 10 Working Days from the date of
receipt of the complaint. In case of non-routine complaints and complaints where external agencies are involved, our
Company will seek to redress these complaints as expeditiously as possible.
Other confirmations
No person connected with the Issue, except for fees or commission for services rendered in relation to the Issue, shall
offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or services or otherwise to any
Bidder for making a Bid.
403SECTION VII- OFFER INFORMATION
TERMS OF THE ISSUE
Equity Shares being issued and Allotted pursuant to this Issue shall be subject to the provisions of the Companies Act,
the SCRA, the SCRR, the SEBI ICDR Regulations, the SEBI Listing Regulations, our Memorandum of Association
and Articles of Association, the terms of this Red Herring Prospectus, the Prospectus, the Abridged Prospectus, the Bid
cum Application Form, the Revision Form, the CAN, the Allotment Advice and other terms and conditions as may be
incorporated in the Allotment Advice and other documents or certificates that may be executed in respect of this Issue.
The Equity Shares shall also be subject to all applicable laws, guidelines, rules, notifications and regulations relating to
the issue of capital, transfer of securities and listing and trading of securities offered from time to time by SEBI, the GoI,
the Stock Exchanges, the RoC, the RBI, and/or other authorities, as in force on the date of this Issue and to the extent
applicable or such other conditions as may be prescribed by the SEBI, the GoI, the Stock Exchanges, the RoC and/or any
other authorities while granting its approval for the Issue.
The Issue
The Issue comprises of a Fresh Issue by our Company.
Expenses for the Issue shall be borne our Company in the manner specified in the section entitled “Objects of the Issue
- Issue related expenses” on page 136.
Ranking of Equity Shares
The Equity Shares being offered and Allotted in the Issue will be subject to the provisions of the Companies Act, 2013,
the SEBI ICDR Regulations, the SCRA, the SCRR, the Memorandum of Association and Articles of Association and
will rank pari passu in all respects with the existing Equity Shares of our Company, including, in respect of voting rights,
dividends and other corporate benefits, if any, declared by our Company after the date of Allotment. For more information,
see “Description of Equity Shares and Terms of Articles of Association” on page 440.
Mode of Payment of Dividend
Our Company shall pay dividend, if declared, to our Shareholders, as per the provisions of the Companies Act, 2013, the
SEBI Listing Regulations, the Memorandum of Association and Articles of Association, and any guidelines or directives
that may be issued by the Government of India in this respect. Any dividends declared after the date of Allotment in this
Issue will be payable to the Allottees, for the entire year, in accordance with applicable law. For more information, see
“Dividend Policy” and “Description of Equity Shares and Terms of Articles of Association” on pages 283 and 440,
respectively.
Face Value, Issue Price and Price Band
The face value of each Equity Share is ₹ 2 and the Issue Price is ₹ [●] per Equity Share. The Floor Price of the Equity
Shares is ₹ [●] and the Cap Price of the Equity Shares is ₹ [●], being the Price Band. The Anchor Investor Issue Price is
₹ [●] per Equity Share. The Issue Price and the Anchor Investor Issue Price shall be determined by our Company, in
consultation with the BRLM, after the Bid/ Issue Closing Date, on the basis of assessment of market demand for the
Equity Shares offered by way of Book Building Process.
The Price Band and the minimum Bid Lot will be decided by our Company, in consultation with the BRLM, and shall be
published at least two Working Days prior to the Bid/ Issue Opening Date, in all editions of Business Standard, a widely
circulated English national daily newspaper, all editions of Business Standard, a widely circulated Hindi national daily
newspaper and Ahmedabad edition of Jai Hind, a widely circulated Gujarati daily newspaper (Gujarati being the regional
language of Gujarat, where our Registered Office is located) and shall be made available to the Stock Exchanges for the
purpose of uploading on their respective websites. The Price Band, along with the relevant financial ratios calculated at
the Floor Price and at the Cap Price shall be pre-filled in the Bid-cum-Application Forms available on the respective
websites of the Stock Exchanges.
404At any given point of time there shall be only one denomination for the Equity Shares.
Compliance with disclosure and accounting norms
Our Company shall comply with all applicable disclosure and accounting norms as specified by SEBI from time to time.
Rights of the Shareholders
Subject to applicable laws, rules, regulations and guidelines and our Articles of Association, the equity Shareholders will
have the following rights:
• Right to receive dividend, if declared;
• Right to attend general meetings and exercise voting rights, unless prohibited by law;
• Right to vote on a poll either in person or by proxy or e-voting, in accordance with the provisions of the Companies
Act;
• Right to receive offers for rights shares and be allotted bonus shares, if announced;
• Right to receive any surplus on liquidation, subject to any statutory and preferential claims being satisfied;
• Right of free transferability of their Equity Shares, subject to foreign exchange regulations and other applicable
laws; and
• Such other rights as may be available to a shareholder of a listed public company under the Companies Act, 2013,
the terms of the SEBI Listing Regulations and our Memorandum of Association and Articles of Association and
other applicable laws.
For a detailed description of the main provisions of our Articles of Association relating to voting rights, dividend,
forfeiture, lien, transfer, transmission, consolidation and splitting, see “Description of Equity Shares and Terms of Articles
of Association” on page 440.
Market Lot and Trading Lot and Allotment of Equity Shares in dematerialised form
In terms of Section 29 of the Companies Act, 2013, and the SEBI ICDR Regulations, the Equity Shares shall be Allotted
only in dematerialized form. As per the SEBI ICDR Regulations and the SEBI Listing Regulations, the trading of the
Equity Shares shall only be in dematerialised form on the Stock Exchanges. In this context, the following tripartite
agreements had been entered into amongst the Company, the respective Depositories and the Registrar to the Issue:
• Agreement dated May 7, 2024 amongst NSDL, our Company and the Registrar to the Issue; and
• Agreement dated April 29, 2024 amongst CDSL, our Company and the Registrar to the Issue.
Since trading of our Equity Shares is in dematerialized form, the tradable lot is one Equity Share. Allotment in the Issue
will be only in electronic form in multiples of [●] Equity Shares, subject to a minimum Allotment of [●] Equity Shares.
For the method of Basis of Allotment, see “Issue Procedure” on page 417.
Joint Holders
Subject to the provisions of the Articles of Association, where two or more persons are registered as the holders of any
Equity Shares, they will be deemed to hold such Equity Shares as joint tenants with benefits of survivorship.
Jurisdiction
The courts of Mumbai, India will have sole and exclusive jurisdiction in relation to this Issue.
Period of operation of subscription list
See “Terms of the Issue– Bid/Issue Period” on page 406.
405Nomination facility to investors
In accordance with Section 72 of the Companies Act read with the Companies (Share Capital and Debentures) Rules,
2014, as amended, the Sole Bidder, or the First Bidder along with other joint Bidders, may nominate any one person in
whom, in the event of the death of Sole Bidder or in case of joint Bidders, death of all the Bidders, as the case may be,
the Equity Shares Allotted, if any, shall vest to the exclusion of all other persons, unless the nomination is modified or
cancelled in the prescribed manner. A person, being a nominee, entitled to the Equity Shares by reason of the death of
the original holder(s), shall be entitled to the same advantages to which he or she would be entitled if he or she were the
registered holder of the Equity Share(s). Where the nominee is a minor, the holder(s) may make a nomination to appoint,
in the prescribed manner, any person to become entitled to Equity Share(s) in the event of his or her death during the
minority. A nomination shall stand rescinded upon a sale, transfer or alienation of Equity Share(s) by the person
nominating. A nomination may be cancelled or modified by nominating any other person in place of the present nominee,
by the holder of the Equity Shares who made the nomination, by giving a notice of such cancellation or variation to our
Company. A buyer will be entitled to make a fresh nomination in the manner prescribed. Fresh nomination can be made
only on the prescribed form available on request at our Registered Office or Corporate Office or to the registrar and
transfer agents of our Company.
Further, any person who becomes a nominee by virtue of Section 72 of the Companies Act, 2013, will, on the
production of such evidence as may be required by the Board, elect either:
• to register himself or herself as holder of the Equity Shares; or
• to make such transfer of the Equity Shares, as the deceased holder could have made.
Further, our Board may, at any time give notice requiring any nominee to choose either to be registered himself or herself
or to transfer the Equity Shares, and if the notice is not complied with within a period of 90 days, the Board may thereafter
withhold payment of all dividend, interests, bonuses or other monies payable in respect of the Equity Shares, until the
requirements of the notice have been complied with.
Since the Allotment of Equity Shares in the Issue will be made only in dematerialized form, there is no need to make a
separate nomination with our Company. Nominations registered with the respective Depository Participant of the Bidder
will prevail. If Bidders want to change their nomination, they are advised to inform their respective Depository
Participant.
Our Company shall comply with such disclosure and accounting norms as may be specified by SEBI from time to time.
Bid/Issue Period
BID/ ISSUE OPENS ON Wednesday, September 10, 2025(1)
BID/ ISSUE CLOSES ON Friday, September 12, 2025(1)
(1) Our Company, in consultation with the BRLM, may consider participation by Anchor Investors. The Anchor Investor Bidding
Date shall be one Working Day prior to the Bid/Issue Opening Date in accordance with the SEBI ICDR Regulations.
.
(2) UPI mandate end time and date shall be at 5.00 p.m. on Bid/ Issue Closing Date.
An indicative timetable in respect of the Issue is set out below:
Event Indicative Date
Bid/ Issue Closing Date Friday, September 12, 2025
Finalisation of Basis of Allotment with the Designated Stock Exchange Monday, September 15, 2025
Initiation of refunds (if any, for Anchor Investors)/unblocking of funds Tuesday, September 16, 2025
from ASBA Account*
Credit of Equity Shares to demat accounts of Allottees Tuesday, September 16, 2025
Commencement of trading of the Equity Shares on the Stock Exchanges Wednesday, September 17, 2025
* (i) In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism)
exceeding three Working Days from the Bid/Issue Closing Date for cancelled / withdrawn / deleted ASBA Forms, the Bidder shall be
compensated at a uniform rate of ₹100 per day or 15% per annum of the Bid Amount, whichever is higher from the date on which the
request for cancellation/withdrawal/deletion is placed in the Stock Exchanges bidding platform until the date on which the amounts
are unblocked; (ii) any blocking of multiple amounts for the same ASBA Form (for amounts blocked through the UPI Mechanism),
and the Bidder shall be compensated at a uniform rate ₹ 100 per day or 15% per annum of the total cumulative blocked amount except
the original application amount, whichever is higher from the date on which such multiple amounts were blocked till the date of actual
unblock; (iii) any blocking of amounts more than the Bid Amount, the different amount (i.e., the blocked amount less the Bid Amount)
406shall be instantly revoked and the Bidder shall be compensated at a uniform rate of ₹ 100 per day or 15% per annum of the difference
in amount, whichever is higher from the date on which such excess amounts were blocked till the date of actual unblock; (iv) any delay
in unblocking of non-allotted/ partially allotted Bids, exceeding three Working Days from the Bid/ Issue Closing Date, the Bidder shall
be compensated at a uniform rate of ₹ 100 per day or 15% per annum of the Bid Amount, whichever is higher for the entire duration
of delay exceeding three Working Days from the Bid/ Issue Closing Date by the intermediary responsible for causing such delay in
unblocking. The BRLM shall, in their sole discretion, identify and fix the liability on such intermediary or entity responsible for such
delay in unblocking. The Bidder shall be compensated in the manner specified in the SEBI ICDR Master Circular and SEBI RTA
Master Circular, which for the avoidance of doubt, shall be deemed to be incorporated in the deemed agreement of the Company
with the SCSBs and relevant intermediaries, to the extent applicable.
The processing fees for applications made by the UPI Bidders may be released to the remitter banks (SCSBs) only after such banks
provide a written confirmation on compliance SEBI RTA Master Circular and SEBI ICDR Master Circular.
This above timetable is indicative in nature and does not constitute any obligation or liability on our Company
or the BRLM.
While our Company shall ensure that all steps for the completion of the necessary formalities for the listing
and the commencement of trading of the Equity Shares on the Stock Exchanges are taken within three
Working Days of the Bid/ Issue Closing Date or such period as may be prescribed by the SEBI, the timetable
may change due to various factors, such as extension of the Bid/ Issue Period by our Company, in consultation
with the BRLM, revision of the Price Band or any delays in receiving the final listing and trading approval
from the Stock Exchanges. The commencement of trading of the Equity Shares will be entirely at the discretion
of the Stock Exchanges and in accordance with the applicable laws. In terms of the UPI Circulars, in relation to
the Issue, the Book Running Lead Manager will be required to submit reports of compliance with timelines and activities
prescribed by SEBI in connection with the allotment and listing procedure within three Working Days from the Bid/
Issue Closing Date or such other time as prescribed by SEBI, identifying non-adherence to timelines and processes
and an analysis of entities responsible for the delay and the reasons associated with it.
SEBI is in the process of streamlining and reducing the post issue timeline for IPOs. Any circulars or notifications from
SEBI after the date of this Red Herring Prospectus may result in changes to the above-mentioned timelines. Further,
the issue procedure is subject to change to any revised SEBI circulars to this effect.
Submission of Bids (other than Bids from Anchor Investors):
Bid/ Issue Period (except the Bid/ Issue Closing Date)
Submission and Revision in Bids Only between 10.00 a.m. and 5.00 p.m. Indian Standard Time (“IST”)
Bid/ Issue Closing Date*
Submission of Bids Electronic Applications
(a) Online ASBA through 3-in-1 accounts – For RIBs, Eligible
Employees Bidding in the Employee Reservation Portion, and
Eligible Shareholders Bidding in the Shareholders Reservation
Portion. Only between 10.00 a.m. and 5.00 p.m. IST.
ii. Bank ASBA through Online channels like Internet Banking,
Mobile Banking and Syndicate UPI ASBA applications where
Bid Amount is up to ₹0.5million – Only between 10.00 a.m. and
4.00 p.m. IST.
(b) Electronic Applications- For Syndicate Non-Retail, Non-
Individual Applications – Only between 10.00 a.m. and 3.00
p.m. IST.
Physical Applications
(c) Bank ASBA – Only between 10.00 a.m. and 1.00 p.m. IST.
ii. Syndicate Non-Retail, Non-Individual Applications of QIBs and
NIIs where Bid Amount is more than ₹0.5 million – Only between
10.00 a.m. and 12.00 p.m. IST and Syndicate member shall
transfer such applications to banks before 1 p.m. IST.
Modification/ Revision/cancellation of Bids
407Modification of Bids by QIBs and Non- Only between 10.00 a.m. and 5.00 p.m. IST
Institutional Bidders Categories and
modification/ cancellation of Bids by Retail
Individual Bidders##
Upward Revision of Bids by QIBs and Non- Only between 10.00 a.m. on the Bid/Issue Opening Date and up to
Institutional Investors categories## 4.00 p.m. IST
Upward or downward Revision of Bids or Only between 10.00 a.m. on the Bid/Issue Opening Date and up to
cancellation of Bids by RIIs, Eligible 5.00 p.m. IST
Employees Bidding in the Employee
Reservation Portion and Eligible Shareholders
Bidding in the Shareholders’ Reservation
Portion
#*UPI mandate end time and date shall be at 5:00 pm on the Bid/ Issue Closing Date.
##QIBs and Non-Institutional Bidders can neither revise their Bids downwards nor cancel/withdraw their Bids.
On the Bid/ Issue Closing Date, the Bids shall be uploaded until:
(i) 4:00 p.m. IST for Bids by QIBs and Non-Institutional Investors; and Eligible Shareholders Bidding in the
Shareholders Reservation Portion (for Bid Amount of more than ₹ 0.20 million) and
(ii) until 5.00 p.m. IST or such extended time as permitted by the Stock Exchanges, in case of Bids by Eligible
Employees Bidding in the Employee Reservation Portion, and Eligible Shareholders Bidding in the Shareholders
Reservation Portion (for Bid Amount of up to ₹ 0.20 million).
On the Bid/ Issue Closing Date, extension of time may be granted by the Stock Exchanges only for uploading Bids
received from Retail Individual Investors, Eligible Employees under the Employee Reservation Portion, and Eligible
Shareholders Bidding in the Shareholders Reservation Portion (for Bid Amount of up to ₹ 0.20 million) after taking
into account the total number of Bids received up to closure of timings for acceptance of Bid cum Application Forms
as stated herein and as reported by the BRLM and as reported by the BRLM to the Stock Exchanges.
The Registrar to the Issue shall submit the details of cancelled/withdrawn/deleted applications to the SCSBs on daily
basis within 60 minutes of the Bid closure time from the Bid/ Issue Opening Date till the Bid/ Issue Closing Date by
obtaining the same from the Stock Exchanges. The SCSBs shall unblock such applications by the closing hours of the
Working Day and submit the confirmation to the BRLM and the RTA on a daily basis, as per the format prescribed
in SEBI ICDR Master Circular.
It is clarified that Bids shall be processed only after the application monies are blocked in the ASBA Account
and Bids not uploaded on the electronic bidding system or in respect of which the full Bid Amount is not blocked
by SCSBs or not blocked under the UPI Mechanism in the relevant ASBA Account, as the case may be, would
be rejected.
Due to limitation of time available for uploading the Bids on the Bid/ Issue Closing Date, Bidders are advised to
submit their Bids one day prior to the Bid/ Issue Closing Date, and are advised to submit their Bids no later than
prescribed time on the Bid/ Issue Closing Date. Any time mentioned in this Red Herring Prospectus is IST. Bidders
are cautioned that, in the event a large number of Bids are received on the Bid/ Issue Closing Date, some Bids may
not get uploaded due to lack of sufficient time. Such Bids that cannot be uploaded will not be considered for allocation
under the Issue. Bids will be accepted only during Working Days, during the Bid/ Issue Period.
Investors may please note that as per letter no. List/smd/sm/2006 dated July 3, 2006 and letter no. NSE/IPO/25101-
6 dated July 6, 2006 issued by BSE and NSE respectively, Bids and any revision in Bids shall not be accepted on
Saturdays, Sundays and public holidays as declared by the Stock Exchanges. Bids by ASBA Bidders shall be uploaded
by the relevant Designated Intermediary in the electronic system to be provided by the Stock Exchanges. The
Designated Intermediaries shall modify select fields uploaded in the Stock Exchange Platform during the Bid/Issue
Period till 5.00 pm on the Bid/Issue Closing Date after which the Stock Exchange(s) send the bid information to the
Registrar to the Issue for further processing.
In case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical Bid
cum Application Form, for a particular Bidder, the details as per the Bid file received from the Stock Exchanges shall
be taken as the final data for the purpose of Allotment.
Our Company, in consultation with the Book Running Lead Manager, reserve the right to revise the Price Band during
408the Bid/ Issue Period in accordance with the SEBI ICDR Regulations. The revision in the Price Band shall not exceed
20% on either side, i.e. the Floor Price can move up or down to the extent of 20% of the Floor Price and the Cap Price
will be revised accordingly, but the Floor Price shall not be less than the Face Value of the Equity Shares. In all
circumstances, the Cap Price shall be less than or equal to 120% of the Floor Price. Provided that, the Cap Price of
the Price Band shall be at least 105% of the Floor Price.
In case of any revision to the Price Band, the Bid/ Issue Period will be extended by at least three additional
Working Days following such revision of the Price Band, subject to the Bid/ Issue Period not exceeding 10
Working Days. In cases of force majeure, banking strike or similar circumstances, our Company, in
consultation with the BRLM, for reasons to be recorded in writing, extend the Bid/Issue Period for a minimum
of three Working Days, subject to the Bid/Issue Period not exceeding 10 Working Days. Any revision in the
Price Band and the revised Bid/Issue Period, if applicable, will be widely disseminated by notification to the
Stock Exchanges, by issuing a public notice and at the terminals of the Syndicate Member and by intimation
to Self-Certified Syndicate Banks (“SCSBs”), other Designated Intermediaries and the Sponsor Banks, as
applicable. In case of revision of Price Band, the Bid Lot shall remain the same.
The Designated Intermediaries shall modify select fields uploaded in the Stock Exchange Platform during the Bid/
Offer Period till 5.00 pm on the Bid/ Offer Closing Date after which the Stock Exchange(s) send the bid information
to the Registrar to the Offer for further processing.
Minimum Subscription
In the event our Company does not receive (i) a minimum subscription of 90% of the Issue, and (ii) a subscription in
the Issue as specified under Rule 19(2)(b) of the SCRR, including through devolvement of Underwriters, as
applicable, within sixty (60) days from the date of Bid Closing Date, or if the subscription level falls below the
thresholds mentioned above after the Bid Closing Date, on account of withdrawal of applications or after technical
rejections or any other reason, or if the listing or trading permission is not obtained from the Stock Exchanges for the
Equity Shares being issued under this Red Herring Prospectus, our Company shall forthwith refund the entire
subscription amount received in accordance with applicable law including the SEBI ICDR Master Circular . If there
is a delay beyond four days, our Company and every Director of our Company who is an officer in default, to the
extent applicable, shall pay interest as prescribed under applicable law.
Undersubscription, if any, in any category except the QIB Portion, would be met with spill-over from the other
categories at the discretion of our Company, in consultation with the Book Running Lead Manager, and the
Designated Stock Exchange.
Further, in terms of Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the number of
Bidders to whom the Equity Shares will be Allotted will be not less than 1,000 failing which the entire application
money shall be unblocked in the respective ASBA Accounts of the Bidders. In case of delay, if any, in unblocking
the ASBA Accounts within such timeline as prescribed under applicable laws, our Company shall be liable to pay
interest on the application money in accordance with applicable laws.
Arrangement for disposal of odd lots
Since our Equity Shares will be traded in dematerialised form only and the market lot for our Equity Shares will be
one Equity Share, no arrangements for disposal of odd lots are required.
New Financial Instruments
Our Company is not issuing any new financial instruments through this Issue.
Restriction, if any, on transfer and transmission of Equity Shares
Except for lock-in of the pre-Issue capital of our Company, lock-in of the Promoter’s Contribution and the Anchor
Investor lock-in in the Issue as detailed in “Capital Structure” on page 100, and except as provided in our Articles of
Association as detailed in “Description of Equity Shares and Terms of Articles of Association” on page 440, there are
no restrictions on transfers and transmission of Equity Shares and on their consolidation/ splitting. Further, there are
no restrictions on transmission of any shares/debentures of our Company and on their consolidation or splitting,
except as provided in our Articles of Association.
409Withdrawal of the Issue
Our Company, in consultation with the Book Running Lead Manager, reserve the right not to proceed with the Fresh
Issue, at any time after the Bid/Issue Opening Date but before the Allotment. In such an event, our Company would
issue a public notice in the newspapers in which the pre-Issue advertisements were published, within two days of the
withdrawal or such other time as may be prescribed by SEBI, providing reasons for not proceeding with the Issue and
inform the Stock Exchanges promptly on which the Equity Shares are proposed to be listed. The Book Running Lead
Manager through the Registrar to the Issue, shall notify the SCSBs and the Sponsor Banks, in case of UPI Bidders,
to unblock the bank accounts of the ASBA Bidders (other than Anchor Investors) within one Working Day from the
date of receipt of such notification and also inform the Bankers to the Issue to process refunds to the Anchor Investors,
as the case may be. The notice of withdrawal will be issued in the same newspapers where the pre- Issue
advertisements have appeared and the Stock Exchanges will also be informed promptly.
If our Company, in consultation with the Book Running Lead Manager, withdraws the Issue after the Bid/ Issue
Closing Date and thereafter determines that they will proceed with a public offering of the Equity Shares, our
Company shall file a fresh draft red herring prospectus with SEBI and the Stock Exchanges. Notwithstanding the
foregoing, the Issue is also subject to obtaining (i) the final listing and trading approvals of the Stock Exchanges, which
our Company shall apply for after Allotment and within three Working Days of the Bid/ Issue Closing Date or such
other time period as prescribed under Applicable Law, and (ii) the final RoC approval of the Prospectus after it is
filed and/or submitted with the RoC.
410ISSUE STRUCTURE
The Issue is being made through the Book Building Process. The Issue is of up to 23,500,000 Equity Shares for cash at
a price of ₹[●] per Equity Share aggregating up to ₹ [●] million.
The Issue Less the Employee Reservation Portion and the Shareholders’ Reservation Portion is hereinafter referred to as
“Net Issue”.
The Issue and Net Issue will constitute [●] % and [•] % of the post-Issue paid-up Equity Share capital of our Company,
respectively.
The Issue is being made through Book Building Process, in compliance with Regulation 6(2) of the SEBI ICDR
Regulations as our Company does not meet the requirement specified under Regulation 6(1) of the SEBI ICDR
Regulations.
Shareholders Non-
Eligible Retail Individual
Particulars Reservation QIBs (1) Institutional
Employees# Investors
Portion Investors
Number of Equity Up to [●] Equity Up to [●] Equity Not less than [●] Not more than Not more than [●]
Shares available Shares of face Shares of face Equity Shares of [●] Equity Shares Equity Shares
for Allotment/ value of ₹2 each value of ₹2 each face value of ₹2 available for available for
allocation*(2) each allocation or Net allocation or Net
Issue less Issue less
allocation to QIBs allocation to QIBs
and Retail and Non-
Individual Institutional
Investors Investors
Percentage of The Shareholder The Employee Not less than 75% Not more than Not more than
Issue Size Reservation Reservation of the Net Issue 15% of the Net 10% of the Net
Available for Portion shall not Portion shall size shall be Issue or the Net Issue or the Net
Allotment or exceed 10% of the constitute up to available for Issue less Issue less
allocation size of the Issue. [●]% of the post- allocation to allocation to QIB allocation to QIBs
Issue paid-up QIBs. However, Bidders and a nd Non-
Equity Share 5% of Net QIB Retail Individual Institutional
capital Portion will be Investors will be Investors
available for available for
allocation allocation. One-
proportionately to third of the Non-
Mutual Funds Institutional
only. Mutual Portion will be
Funds available for
participating in allocation to
the Mutual Fund Bidders with an
Portion will also application size
be eligible for exceeding ₹0.20
allocation in the million and up
remaining Net to ₹1.00 million
QIB Portion. The and two- thirds of
unsubscribed the Non-
portion in the Institutional
Mutual Fund Portion will be
Portion will be available for
available for allocation to
allocation to Net Bidders with an
QIB Portion. application size of
more than ₹1.00
million and under-
subscription in
either of these
two subcategories
of the Non-
411Shareholders Non-
Eligible Retail Individual
Particulars Reservation QIBs (1) Institutional
Employees# Investors
Portion Investors
Institutional
Portion may
be allocated
to Bidders in the
other subcategory
of the Non-
Institutional
Portion in
accordance with
the SEBI ICDR
Regulations,
subject to valid
Bids being
received at or
above the Issue
Price.
Basis of Proportionate and Proportionate; Proportionate as The Equity Allotment to each
Allotment if in case of unless the follows Shares available Retail Individual
respective oversubscription Employee (excluding the for allocation to Investor shall not
category is subject to Reservation Anchor Investor Bidders in the be less than the
oversubscribed^ minimum bid lot; Portion is Portion): Non- Institutional minimum Bid lot,
For details, see undersubscribed, Portion shall be subject to
“Issue Procedure” the value of (a) Up to [●] subject to the availability of
beginning on page allocation to an Equity Shares following: Equity Shares in
417 Eligible shall be available the Retail
Employee shall for allocation on a (a) One-third of Category and the
not exceed ₹ 0.20 proportionate the Non- remaining
million. In the basis to Mutual Institutional available Equity
event of Funds only; and Portion shall be Shares shall be
undersubscription available for allocated on a
in the Employee (b) Up to [●] allocation to proportionate
Reservation Equity Shares Bidders with an basis. See “Issue
Portion, the shall be available application size Procedure” on
unsubscribed for allocation on a more than ₹0.20 page 417.
portion may be proportionate million upto
Allocated, on a basis to all QIBs, ₹1.00 million;
proportionate including Mutual and
basis, to Eligible Funds receiving
Employees for a allocation as per (b) Two-thirds of
value exceeding ₹ (a) above the Non-
0.20 million, Institutional
subject to total (c) Up to 60% of Portion shall be
Allotment to an the QIB Portion available for
Eligible (of up to [●] allocation to
Employee not Equity Shares) Bidders with an
exceeding ₹ 0.50 may be allocated application size
million. on a discretionary of more than
basis to Anchor ₹1.00 million.
Investors of which
one-third shall be Provided that the
available for unsubscribed
allocation to portion in either
Mutual Funds of these two sub-
only, subject to categories of
valid Bid received Non-Institutional
from Mutual Portion may be
Funds at or above allocated to the
the Anchor Bidders in the
Investor other sub-
412Shareholders Non-
Eligible Retail Individual
Particulars Reservation QIBs (1) Institutional
Employees# Investors
Portion Investors
Allocation Price. category of Non-
Institutional
Portion in
accordance with
SEBI ICDR
Regulations.
The allotment to
each Non-
Institutional
Bidder shall not
be less than the
Minimum Non-
Institutional
Bidder Bid Size,
subject to
availability of
Equity Shares in
the Non-
Institutional
Portion and the
remaining
available Equity
Shares, if any,
shall be allotted
on a
proportionate
basis, in
accordance with
SEBI ICDR
Regulations.
Mode of Bidding* Only through Only through the Only through Only through Through ASBA
ASBA process ASBA process ASBA process ASBA process process only
(including UPI (including the UPI only except for (Including the UPI (including the UPI
Mechanism for a Mechanism) Anchor Mechanism for an Mechanism).
bid size of up to Investors application size of
₹0.50 million) up to ₹0.50
million).
Minimum Bid [●] Equity Shares [●] Equity Shares Such number of Such number of [●] Equity Shares
Equity Shares in Equity Shares in and in multiples of
multiples of [●] multiples of [●] [●] Equity Shares
Equity Shares so Equity Shares so Thereafter.
that the Bid that the Bid
Amount exceeds Amount exceeds
₹0.20 million ₹0.20 million
Maximum Bid Such number of Such number of Such number of Such number of Such number of
Equity Shares and Equity Shares in Equity Shares in Equity Shares in Equity Shares in
in multiples of [●] multiples of [●] multiples of [●] multiples of [●] multiples of [●]
Equity Shares not Equity Shares, so Equity Shares so Equity Shares so Equity Shares so
exceeding the size that the maximum that the Bid does that the Bid does that the Bid
of the Bid Amount by not exceed the Net not exceed the Net Amount does not
Shareholder’ each Eligible Issue size Issue size exceed ₹0.20
Reservation Employee in this (excluding (excluding the million.
Portion such that portion does not Anchor Investor QIB Portion),
maximum Bid exceed ₹ 0.50 portion), subject to subject to
Amount by each million. applicable limits applicable limits
Eligible
Shareholder in
this portion does
413Shareholders Non-
Eligible Retail Individual
Particulars Reservation QIBs (1) Institutional
Employees# Investors
Portion Investors
not exceed ₹0.20
million.
Mode of Allotment Compulsorily in dematerialised form
Bid Lot [●] Equity Shares and in multiples of [●] Equity Shares
thereafter
Allotment Lot A minimum of [●] Equity Shares and thereafter in
multiples of one Equity Share
Trading Lot One Equity Share
Who can Eligible Eligible Public financial Resident Indian Resident Indian
Apply(3)(4) Shareholders Employees institutions individuals, HUFs individuals, HUFs
specified in (in the name of (in the name of the
Section 2(72) of Karta), Karta) and Eligible
the Companies companies, NRIs
Act, 2013, FPIs corporate bodies,
registered with Eligible NRIs,
SEBI (other than scientific
individuals, institutions,
corporate bodies societies and
and family trusts family
offices), offices and FPIs
scheduled who are
commercial individuals,
banks, mutual corporate bodies
funds registered and family offices
with SEBI, which are re-
venture capital categorized as
funds registered category II FPI (as
with the SEBI, defined in the
AIFs, multilateral SEBI FPI
and bilateral Regulations) and
development registered with
financial SEBI
institutions, state
industrial
development
corporations,
NBFC-SI,
insurance
companies
registered with the
Insurance
Regulatory and
Development
Authority,
provident funds
with a minimum
corpus of ₹250.00
million, pension
funds with a
minimum corpus
of ₹250.00
million, the
National
Investment Fund
set up by
resolution F. No.
2/3/2005-DD-II
dated November
414Shareholders Non-
Eligible Retail Individual
Particulars Reservation QIBs (1) Institutional
Employees# Investors
Portion Investors
23, 2005 of the
GoI, published in
the Gazette of
India, insurance
funds set up and
managed by the
army, navy, or air
force of the
Union of India
and insurance
funds set up and
managed by the
Department of
Posts, India
Terms of Payment In case of Anchor Investors: Full Bid Amount shall be
payable by the Anchor Investors at the time of submission
of their Bids(4).
In case of all other Bidders: Full Bid Amount shall be
blocked by the SCSBs in the bank account of the ASBA
Bidders, or by the Sponsor Banks through the UPI
Mechanism (other than Anchor Investors) that is specified
in the Bid cum Application Form at the time of the
submission of the Bid cum Application Form.
^Assuming full subscription in the Issue.
# Eligible Employees Bidding in the Employee Reservation Portion can Bid up to a Bid Amount of ₹ 0.50 million. However, a Bid
by an Eligible Employee in the Employee Reservation Portion will be considered for allocation, in the first instance, for a Bid
Amount of up to ₹ 0.20 million. In the event of under-subscription in the Employee Reservation Portion the unsubscribed portion
will be available for allocation and Allotment, proportionately to all Eligible Employees who have Bid in excess of ₹0.20 million,
subject to the maximum value of Allotment made to such Eligible Employee not exceeding ₹ 0.50 million. Further, an Eligible
Employee Bidding in the Employee Reservation Portion could also Bid in the Net Issue (i.e. Retail Portion or Non-Institutional
Portion) and Shareholders Reservation Portion (subject to qualifying the eligibility criteria and applicable limits), and such Bids
were not treated as multiple Bids subject to applicable limits. Also, undersubscription, if any, in the Employee Reservation Portion
or the Shareholders Reservation Portion, was added to other reserved category and the unsubscribed portion, if any, after such
inter-se adjustments among such reserved categories, was added to the Net Issue (i.e. Retail Portion or Non-Institutional Portion).
^SEBI vide its SEBI ICDR Master Circular and circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, read with
SEBI Master Circular has mandated that ASBA applications in public issues shall be processed only after the application monies
are blocked in the investor’s bank accounts. Accordingly, Stock Exchanges shall, for all categories of investors viz. Retail, QIB, NII
and other reserved categories and also for all modes through which the applications are processed, accept the ASBA applications in
their electronic book building platform only with a mandatory confirmation on the application monies blocked.
(1) Our Company, in consultation with the BRLM, may allocate up to 60% of the QIB Portion to Anchor Investors at the Anchor
Investor Issue Price, on a discretionary basis, subject to there being (i) a maximum of two Anchor Investors, where allocation in
the Anchor Investor Portion is up to ₹100 million, (ii) minimum of two and maximum of 15 Anchor Investors, where the allocation
under the Anchor Investor Portion is more than ₹100 million but up to ₹2,500 million under the Anchor Investor Portion, subject to
a minimum Allotment of ₹50.00 million per Anchor Investor, and (iii) in case of allocation above ₹2,500.00 million under the
Anchor Investor Portion, a minimum of five such investors and a maximum of 15 Anchor Investors for allocation up to ₹2,500.00
million, and an additional 10 Anchor Investors for every additional ₹2,500 million or part thereof will be permitted, subject to
minimum allotment of ₹50.00 million per Anchor Investor. An Anchor Investor will make a minimum Bid of such number of Equity
Shares, that the Bid Amount is at least ₹100.00 million. One-third of the Anchor Investor Portion will be reserved for domestic
Mutual Funds, subject to valid Bids being received at or above the price at which allocation is made to Anchor Investors, which
price shall be determined by the Company, in consultation with the BRLM. In the event of under-subscription or non-Allotment in
the Anchor Investor Portion, the balance Equity Shares in the Anchor Investor Portion shall be added to the Net QIB Portion.
(2) This Issue is being made in accordance with Rule 19(2)(b) of the SCRR, through the Book Building Process, in compliance with
Regulation 6(2) of the SEBI ICDR Regulations, wherein not less than 75% of the Net Issue will be available for allocation to QIBs
on a proportionate basis, provided that the Anchor Investor Portion may be allocated on a discretionary basis. Further, not more
than 15% of the Net Issue will be available for allocation to Non-Institutional Investors, of which one-third of the Non-Institutional
Portion will be available for allocation to Bidders with an application size exceeding ₹0.20 million and up to ₹1.00 million and
two-thirds of the Non-Institutional Portion will be available for allocation to Bidders with an application size of more than ₹1.00
million and under- subscription in either of these two sub-categories of Non-Institutional Portion may be allocated to Bidders in
the other sub-category of Non-Institutional Portion in accordance with SEBI ICDR Regulations, subject to valid Bids being received
415at or above the Issue Price. Further, not more than 10% of the Net Issue will be available for allocation to Retail Individual
Investors in accordance with SEBI ICDR Regulations, subject to valid Bids being received at or above the Issue Price. Under-
subscription, if any, in any category, except the QIB Portion, would be met with spill-over from any other category or categories,
as applicable, at the discretion of our Company in consultation with the BRLM and the Designated Stock Exchange, subject to
valid Bids being received at or above the Issue Price and in accordance with applicable laws. Under-subscription, if any, in the
QIB Portion will not be allowed to be met with spill-over from other categories or a combination of categories.
(3) In the event that a Bid is submitted in joint names, the relevant Bidders should ensure that the depository account is also held
in the same joint names and the names are in the same sequence in which they appear in the Bid cum Application Form. In case
of joint Bids, the Bid cum Application Form should contain only the name of the first Bidder whose name should also appear as
the first holder of the beneficiary account held in joint names. The signature of only such first Bidder would be required in the Bid
cum Application Form and such first Bidder would be deemed to have signed on behalf of the joint holders. Further, a Bidder
Bidding in the Employee Reservation Portion may also Bid under the Net Issue (i.e. Retail Portion or Non-Institutional Portion)
and such Bids shall not be treated as multiple Bids. Our Company reserves the right to reject, in its absolute discretion, all or any
multiple Bids, except as otherwise permitted, in any or all categories. Bidder Bidding in the Shareholders Reservation Portion
could also Bid under the Net Issue and such Bids shall not be considered multiple Bids subject to applicable limits. To clarify, an
Eligible Shareholder Bidding in the Shareholders Reservation Portion upto ₹ 0.20 million can Bid in the Net Issue (i.e. Retail
Portion or Non-Institutional Portion) and Employee Reservation Portion (if eligible and subject to applicable limits), otherwise
such Bids will be treated as multiple Bids and both the Bids would have to be cancelled. If an Eligible Shareholder is Bidding in
the Shareholder Reservation Portion up to ₹0.20 million, application by such Eligible Shareholder in the Retail Portion or Non-
Institutional Portion and Employee Reservation Portion (if eligible and subject to applicable limits) will not be treated as multiple
Bids. Therefore, Eligible Shareholders Bidding in the Shareholder Reservation Portion (subject to the Bid Amount being up to ₹
0.20 million) can also Bid under the Net Offer (i.e. Retail Portion or Non-Institutional Portion) and Employee Reservation Portion
(if eligible and subject to applicable limits) and such Bids will not be treated as multiple Bids. Bidders will be required to confirm
and will be deemed to have represented to our Company, the Underwriters, their respective directors, officers, agents, affiliates
and representatives that they are eligible under applicable law, rules, regulations, guidelines and approvals to acquire the Equity
Shares.
(4)Full Bid Amount shall be payable by the Anchor Investors at the time of submission of the Anchor Investor Application Forms
provided that any difference between the Anchor Investor Allocation Price and the Anchor Investor Issue Price shall be payable
by the Anchor Investor Pay-In Date as indicated in the CAN.
Bidders will be required to confirm and will be deemed to have represented to our Company, the Underwriters, their
respective directors, officers, agents, affiliates and representatives that they are eligible under applicable law, rules,
regulations, guidelines and approvals to acquire the Equity Shares, pursuant to the Issue.
Eligible Employees bidding in the Employee Reservation Portion at a price within the Price Band can make payment
based on Bid Amount, at the time of making a Bid. Eligible Employees bidding in the Employee Reservation Portion
at the Cut-Off Price have to ensure payment at the Cap Price, at the time of making a Bid.
416ISSUE PROCEDURE
All Bidders should read the General Information Document for Investing in Public Issues prepared and issued in
accordance with the circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020 issued by SEBI and the UPI
Circulars (the “General Information Document”) which highlights the key rules, processes and procedures applicable
to public issues in general in accordance with the provisions of the Companies Act, the SCRA, the SCRR and the SEBI
ICDR Regulations which is part of the Abridged Prospectus accompanying the Bid cum Application Form. The General
Information Document is available on the websites of the Stock Exchanges and the BRLM. Please refer to the relevant
provisions of the General Information Document which are applicable to the Issue, especially in relation to the process
for Bids by UPI Bidders through the UPI Mechanism. The investors should note that the details and process provided in
the General Information Document should be read along with this section.
Additionally, all Bidders may refer to the General Information Document for information in relation to (i) category of
investors eligible to participate in the Issue; (ii) maximum and minimum Bid size; (iii) price discovery and allocation;
(iv) payment instructions for ASBA Bidders/Applicants; (v)issuance of CAN and Allotment in the Issue; (vi) general
instructions (limited to instructions for completing the Bid cum Application Form); (vii) submission of Bid cum
Application Form; (viii) other instructions (limited to joint bids in cases of individual, multiple bids and instances when
an application would be rejected on technical grounds); (ix) applicable provisions of the Companies Act, 2013 relating
to punishment for fictitious applications; (x) mode of making refunds;(xi) Designated Date;(xii) interest in case of delay
in Allotment or refund; and (xiii) disposal of application (xiv) disposal of applications and electronic registration of bids
SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018 read with its circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated
April 5, 2022, circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 and any subsequent circulars or
notifications issued by SEBI in this regard, has introduced an alternate payment mechanism using Unified Payments
Interface (“UPI”) and consequent reduction in timelines for listing in a phased manner. From January 1, 2019, the UPI
Mechanism for UPI Bidders applying through Designated Intermediaries was made effective along with the timeline of
T+6 days. (“UPI Phase I”). The UPI Phase I was effective till June 30, 2019.
With effect from July 1, 2019, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, read
with circular bearing number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 with respect to Bids by UPI
Bidders through Designated Intermediaries (other than SCSBs), issued by SEBI, the existing process of physical
movement of forms from such Designated Intermediaries to SCSBs for blocking of funds has been discontinued and only
the UPI Mechanism for such Bids with timeline of T+6 days was mandated for a period of three months or launch of five
main board public issues, whichever is later (“UPI Phase II”). The applicability of UPI Phase II was extended from
time to time. Thereafter, pursuant to SEBI circular SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023, the final
reduced timeline of T+3 days using the UPI Mechanism for applications by UPI Bidders (“UPI Phase III”) was
implemented by SEBI, voluntarily for all public issues opening on or after September 1,2023 and has been made
mandatory for all public issues opening on or after December 1, 2023. Accordingly, the Issue will be made under UPI
Phase III on a mandatory basis, subject to any circulars, clarification or notification issued by the SEBI from time to
time. Additionally, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022,
SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022 and SEBI circular SEBI/HO/CFD/TPD1/CIR/P/2023/140
dated August 9, 2023 (“UPI Streamlining Circular”) has instituted certain mechanisms towards the streamlining of
applications made through the UPI Mechanism as well as redressal of investor grievances. The UPI Streamlining
Circular came into force for initial public offers opening on/or after May 1, 2021. The SEBI ICDR Master Circular has
consolidated and rescinded the aforementioned circular to the extent they relate to SEBI ICDR Regulations. Further the
SEBI ICDR Master Circular has introduced certain additional measures for streamlining the process for initial public
offers and redressing investor grievances.
Furthermore, pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022, all individual
bidders in initial public offerings whose application size are up to ₹0.50 million shall use the UPI Mechanism and provide
their UPI ID in the Bid-cum-Application Form for bidding through Syndicate, sub- syndicate members, Registered
Brokers, RTAs or CDPs, or online using the facility of linked online trading, demat and bank account (3 in 1 type
accounts), provided by certain brokers. Subsequently, pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75
dated May 30, 2022, applications made using the ASBA facility in initial public offerings shall be processed only after
application monies are blocked in the bank accounts of investors (all categories). The SEBI Master Circular has
consolidated and rescinded the aforementioned circulars, to the extent they relate to the SEBI ICDR Regulations. The
provisions of these circulars are deemed to form part of this Red Herring Prospectus. Subsequently, vide the SEBI RTA
Master Circular, consolidated the aforementioned circulars to the extent relevant for RTAs, and rescinded these
circulars. Furthermore, pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022, all
individual bidders in initial public offerings whose application sizes are up to ₹0.50 million shall use the UPI Mechanism.
Pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, applications made using the
417ASBA facility in initial public offerings shall be processed only after application monies are blocked in the bank accounts
of investors (all categories). The SEBI Master Circular has consolidated and rescinded the aforementioned circulars, to
the extent they relate to the SEBI ICDR Regulations. The provisions of these circulars are deemed to form part of this
Red Herring Prospectus.
Pursuant to the SEBI Master Circular, a chapter-wise framework for compliance with various obligations under the
SEBI ICDR Regulations was introduced, including with regards to UPI Phase III. Accordingly, subject to any circulars,
clarification or notification issued by the SEBI from time to time, this Issue will be undertaken pursuant to the processes
and procedures prescribed under the SEBI Master Circular, subject to any circulars, clarifications or notifications which
may be issued by the SEBI. In terms of Regulation 23(5) and Regulation 52 of SEBI ICDR Regulations, the timelines and
processes mentioned in SEBI RTA Master Circular, shall continue to form part of the agreements being signed between
the intermediaries involved in the public issuance process and lead managers shall continue to coordinate with
intermediaries involved in the said process.
In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI
Mechanism) exceeding two Working Days from the Bid/ Issue Closing Date, in accordance with the SEBI Master
Circular, the bidder shall be compensated at a uniform rate of ₹100 per day for the entire duration of delay exceeding
two Working Days from the Bid/Issue Closing Date by the intermediary responsible for causing such delay in unblocking.
The Book Running Lead Manager shall, in their sole discretion, identify and fix the liability on such intermediary or
entity responsible for such delay in unblocking.
The Book Running Lead Manager shall be the nodal entity for any issues arising out of public issuance process.
Pursuant to circular no. NSDL/CIR/II/28/2023 dated August 8, 2023 issued by NSDL and
CDSL/OPS/RTA/POLCY/2023/161 dated August 8, 2023 issued by CDSL, our Company has requested the Depositories
to suspend/ freeze the International Securities Identification Numbering system (“ISIN") in Depository system from the
date of this Red Herring Prospectus till listing/ trading effective date. Our Company/ Registrar would then send the
requisite documents along with applicable stamp duty and corporate action charges to the respective Depository to
execute the transfer of shares under suspended ISIN through Corporate Action (CA). The transfer request shall be
accepted from our Company till one day prior to the Bid/ Issue Opening Date. These circulars are effective for initial
public offers opening on/or after May 1, 2021, and the provisions of these circulars, as amended, are deemed to form
part of this Red Herring Prospectus.
SEBI vide its circular no. SEBI/HO/CFD/CFD-TPD-1/P/CIR/2024/5 dated May 24, 2024 (“AV Circular”) has
introduced the disclosure of audio-visual presentation of disclosures made in offer documents. Pursuant to the AV
Circular, investors are advised not to rely on any other document, content or information provided in respect to the
public issue on the internet/online websites/social media platforms/micro-blogging platforms by finfluencers. Further,
investors are advised to rely only on the information contained in the offer documents and Price Band advertisement for
making investment decision.
Bidders are advised to make their independent investigations and ensure that their Bids are submitted in accordance
with applicable laws and do not exceed the investment limits or maximum number of the Equity Shares that can be held
by them under applicable law or as specified in the Draft Red Herring Prospectus, this Red Herring Prospectus and the
Prospectus.
Book Building Procedure
The Issue is being made in terms of Rule 19(2)(b) of the SCRR through the Book Building Process in accordance with
Regulation 6(2) of the SEBI ICDR Regulations, wherein not less than 75% of the Net Issue shall be available for allocation
to QIBs on a proportionate basis, provided that our Company, in consultation with the BRLM, may allocate up to 60% of
the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations, of which
one-third shall be reserved for domestic Mutual Funds, subject to valid Bids being received from them at or above the
Anchor Investor Allocation Price. In case of under-subscription or non- allocation in the Anchor Investor Portion, the
remaining Equity Shares will be added back to the QIB Portion. Further, 5% of the Net QIB Portion shall be available
for allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB Portion shall be available
for allocation on a proportionate basis to all QIBs, including Mutual Funds, subject to valid Bids being received at or
above the Issue Price. Further, not more than 15% of the Net Issue shall be available for allocation to Non-Institutional
Investors of which one-third of the Non-Institutional Portion will be available for allocation to Bidders with an application
size of more than ₹0.20 million and up to ₹1.00 million and two-thirds of the Non-Institutional Portion will be available
for allocation to Bidders with an application size of more than ₹1.00 million and under-subscription in either of these two
sub- categories of Non-Institutional Portion may be allocated to Bidders in the other sub-category of Non-Institutional
Portion. Further, not more than 10% of the Net Issue shall be available for allocation to Retail Individual Investors in
accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Issue Price. Under-
418subscription, if any, in the QIB Portion, will not be allowed to be met with spill-over from any other category or a
combination of categories. In case of an undersubscription in the Issue, the allocation of the Equity Shares will be in
accordance with the procedure specified in the section “Terms of the Issue – Minimum Subscription” on page 409.
Additionally, up to [●] Equity Shares, aggregating up to ₹[●] million may be made available for allocation on a
proportionate basis only to Eligible Shareholders bidding in the Shareholder Reservation Portion, subject to valid Bids
being received at or above the Issue Price.
In accordance with Rule 19(2)(b) of the SCRR, the Issue will constitute at least [●] % of the post Issue paid-up Equity
Share capital of our Company.
The Equity Shares, on Allotment, shall be traded only in the dematerialized segment of the Stock Exchanges.
Bidders should note that the Equity Shares will be Allotted to all successful Bidders only in dematerialized form.
The Bid cum Application Forms which do not have the details of the Bidders’ depository account, including DP
ID, Client ID and PAN, and UPI ID (for UPI Bidders Bidding through the UPI Mechanism), as applicable, shall
be treated as incomplete and will be liable to be rejected. Bidders will not have the option of being Allotted Equity
Shares in physical form. However, they may get the Equity Shares dematerialized subsequent to Allotment of the
Equity Shares in the Issue, subject to applicable law.
Phased implementation of UPI Mechanism
SEBI has issued the UPI Circulars in relation to streamlining the process of public issue of inter alia, equity shares. Pursuant
to the SEBI circular bearing number SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018, SEBI circular
bearing number SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, SEBI circular bearing number
SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, SEBI circular bearing number
SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, SEBI circular bearing number
SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020 (“Previous UPI Circulars”) and the UPI Circulars, the UPI
Mechanism has been introduced in a phased manner as a payment mechanism (in addition to mechanism of blocking funds
in the account maintained with SCSBs under ASBA) for applications by UPI Bidders through Designated Intermediaries
with the objective to reduce the time duration from public issue closure to listing from six Working Days to up to three
Working Days. Considering the time required for making necessary changes to the systems and to ensure complete and
smooth transition to the UPI payment mechanism, the UPI Circulars and the Previous UPI Circulars have introduced the
UPI Mechanism in three phases in the following manner:
Phase I: This phase was applicable from January 1, 2019 until March 31, 2019 or floating of five main board public
issues, whichever was later. Subsequently, the timeline for implementation of Phase I was extended till June 30, 2019.
Under this phase, an RII had the option to submit the ASBA Form with any of the Designated Intermediary and use his/
her UPI ID for the purpose of blocking of funds. The time duration from public issue closure to listing continued to be
six Working Days.
Phase II: This phase was applicable from July 1, 2019 and the continuation of this phase was extended until March 31,
2020 vide SEBI circular no. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019. Under this phase,
submission of the ASBA Form by UPI Bidders through Designated Intermediaries (other than SCSBs) to SCSBs for
blocking of funds was discontinued and is replaced by the UPI Mechanism. However, the time duration from public issue
closure to listing continued to be six Working Days during this phase. Further, pursuant to SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020, this phase was extended till further notice.
Phase III: This phase has become applicable on a voluntary basis for all issues opening on or after September 1, 2023
and on a mandatory basis for all issues opening on or after December 1, 2023, vide SEBI circular bearing number
SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 ("T+3 Notification”). In this phase, the time duration from
public issue closure to listing has been reduced to three Working Days. The Issue shall be undertaken pursuant to the
processes and procedures as notified in the T+3 Notification as applicable, subject to any circulars, clarification or
notification issued by the SEBI from time to time, including any circular, clarification or notification which may be
issued by SEBI.
The Issue is being made under Phase III of the UPI (on a mandatory basis).
All SCSBs offering facility of making application in public issues shall also provide facility to make application using
UPI. Our Company will be required to appoint one of the SCSBs as a sponsor bank to act as a conduit between the Stock
Exchanges and NPCI in order to facilitate collection of requests and / or payment instructions of the UPI Bidders using
the UPI.
419Pursuant to the UPI Circulars, SEBI has set out specific requirements for redressal of investor grievances for applications
that have been made through the UPI Mechanism. The requirements of the UPI Circular include, appointment of a nodal
officer by the SCSB and submission of their details to SEBI, the requirement for SCSBs to send SMS alerts for the
blocking and unblocking of UPI mandates, the requirement for the Registrar to submit details of cancelled, withdrawn or
deleted applications, and the requirement for the bank accounts of unsuccessful Bidders to be unblocked no later than one
Working Day from the date on which the Basis of Allotment is finalised. Failure to unblock the accounts within the timeline
would result in the SCSBs being penalised under the relevant securities law.
The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the SCSBs only
after such banks provide a written confirmation on compliance with SEBI ICDR Master Circular and such payment of
processing fees to the SCSBs shall be made in compliance with SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated
April 20, 2022. NPCI vide circular reference no. NPCI/UPI/OC No. 127/ 2021-22 dated December 09, 2021, inter alia,
has enhanced the per transaction limit in UPI from more than ₹0.20 million to ₹0.50 million for UPI based ASBA in
initial public offerings.
Further, pursuant to SEBI Circular SEBI/HO/DEPA-II/DEPA-II_SRG/P/CIR/2025/86 dated June 11, 2025, all individual
investors applying in public issues where the application amount is up to ₹0.50 million shall use UPI and shall also
provide their UPI ID in the Bid cum Application Form submitted with any of the entities mentioned herein below:
i. a syndicate member.
ii. a stock broker registered with a recognised stock exchange (and whose name is mentioned on the website of the
stock exchange as eligible for this activity).
iii. a depository participant (whose name is mentioned on the website of the stock exchange as eligible for this activity);
iv. a registrar to an issue and share transfer agent (whose name is mentioned on the website of the stock exchange as
eligible for this activity.
For further details, please refer to the General Information Document available on the websites of the Stock Exchanges
and the BRLM.
Electronic registration of Bids
(a) The Designated Intermediary may register the Bids using the on-line facilities of the Stock Exchanges. The
Designated Intermediaries can also set up facilities for off-line electronic registration of Bids, subject to the
condition that they may subsequently upload the off-line data file into the on-line facilities for Book Building on a
regular basis before the closure of the Issue.
(b) On the Bid/ Issue Closing Date, the Designated Intermediaries may upload the Bids till such time as may be
permitted by the Stock Exchanges and as disclosed in this Red Herring Prospectus.
(c) Only Bids that are uploaded on the Stock Exchanges platform are considered for allocation/Allotment. The
Designated Intermediaries shall modify select fields uploaded in the Stock Exchange platform during the Bid/Issue
Period till 5.00 pm on the Bid/ Issue Closing Date after which the Stock Exchange(s) send the bid information to
the Registrar to the Issue for further processing.
(d) QIBs and Non-Institutional Bidders can neither revise their bids downwards nor cancel/withdraw their bids.
(e) The Sponsor Banks shall host a web portal for intermediaries (closed user group) from the date of Bid/Issue Opening
Date till the date of listing of the Equity Shares with details of statistics of mandate blocks/ unblocks, performance
of apps and UPI handles, down-time/network latency (if any) across intermediaries and any such processes having
an impact/ bearing on the Issue bidding process.
Bid cum Application Form
Copies of the Bid cum Application Form (other than for Anchor Investors) and the Abridged Prospectus will be available
with the Designated Intermediaries at relevant Bidding Centers and at our Registered Office. Electronic copy of the Bid
cum Application Forms will also be available for download on the websites of the NSE (www.nseindia.com ) and the BSE
(www.bseindia.com ) at least one day prior to the Bid/Issue Opening Date.
The Anchor Investor Application Forms will be available at the offices of the BRLM.
420All Bidders (other than Anchor Investors) must compulsorily use the ASBA process to participate in the Issue. UPI
Bidders shall Bid in the Issue through UPI Mechanism for submitting their bids to Designated Intermediaries and are
allowed to use ASBA Process by way of ASBA Forms to submit their bids directly to SCSBs. Anchor Investors are not
permitted to participate in this Issue through the ASBA process.
Bidders (other than Anchor Investors and UPI Bidders) must provide bank account details and authorisation by the ASBA
account holder to block funds in their respective ASBA Accounts in the relevant space provided in the Bid cum Application
Form and the Bid cum Application Form that does not contain such details are liable to be rejected.
UPI Bidders submitting their Bid cum Application Form to any Designated Intermediary (other than SCSBs) shall be
required to bid using the UPI Mechanism and must provide the UPI ID in the relevant space provided in the Bid cum
Application Form. UPI Bidders submitting their Bid cum Application Form to any Designated Intermediary (other than
SCSBs) without mentioning the UPI ID are liable to be rejected. Applications made using third party bank account or
using third party linked bank account UPI ID are liable for rejection.
Further, ASBA Bidders shall ensure that the Bids are submitted at the Bidding Centers only on ASBA Forms bearing the
stamp of a Designated Intermediary (except in case of electronic ASBA Forms) and ASBA Forms not bearing such
specified stamp maybe liable for rejection. UPI Bidders using UPI Mechanism, will be required to submit their ASBA
Forms, including details of their UPI IDs, with the Syndicate, Sub-Syndicate members, Registered Brokers, RTAs or
CDPs. RIIs authorising an SCSB to block the Bid Amount in the ASBA Account may submit their ASBA Forms with the
SCSBs. Bidders, using the ASBA process to participate in the Issue, must ensure that the ASBA Account has sufficient
credit balance such that an amount equivalent to the full Bid Amount can be blocked therein. In order to ensure timely
information to investors SCSBs are required to send SMS alerts to investors intimating them about the Bid Amounts
blocked/unblocked.
Since the Issue is made under Phase III, (on a mandatory basis) ASBA Bidders may submit the ASBA Form in the manner
below:
(i) RIIs (other than UPI Bidders) may submit their ASBA Forms with SCSBs (physically or online, as applicable), or
online using the facility of linked online trading, demat and bank account (3 in 1 type accounts), provided by certain
brokers.
(ii) UPI Bidders may submit their ASBA Forms with the Syndicate, sub-syndicate members, Registered Brokers, RTAs
or CDPs, or online using the facility of linked online trading, demat and bank account (3 in 1 type accounts), provided
by certain brokers.
(iii) QIBs and NIIs may submit their ASBA Forms with SCSBs, Syndicate, sub-syndicate members, Registered Brokers,
RTAs or CDPs.
The prescribed colour of the Bid cum Application Forms for various categories is as follows:
Colour of Bid cum
Category
Application Form*
Resident Indians, including resident QIBs, Non-Institutional Investors, UPI Bidders and White
Eligible NRIs applying on a non-repatriation basis(1)
Eligible NRIs, FPIs and registered bilateral and multilateral development financial Blue
institutions applying on a repatriation basis(1)
Anchor Investors(2) White
Eligible Employees bidding in the Employee Reservation Portion(3) Pink
Eligible Shareholders Bidding in the Shareholders Reservation Portion Green
* Excluding electronic Bid cum Application Forms
Notes:
(1) Electronic Bid cum Application forms and the Abridged Prospectus will also be available for download on the website of NSE
(www.nseindia.com) and BSE (www.bseindia.com )
(2) The Anchor Investor Application Forms shall be available at the offices of the BRLM
(3) The Bid Cum Application Forms for Eligible Employees will be available at our office and branches
In case of ASBA Forms, the relevant Designated Intermediaries shall upload the relevant Bid details (including UPI ID
in case of ASBA Forms under the UPI Mechanism) in the electronic bidding system of the Stock Exchanges. Designated
Intermediaries (other than SCSBs) shall submit/deliver the ASBA Forms (except Bid cum Application Forms submitted
by UPI Bidders) to the respective SCSB, where the Bidder has a bank account and shall not submit it to any non-SCSB
bank or the Escrow Collection Bank. Pursuant to NSE circular dated July 22, 2022 with reference no. 23/2022 and BSE
421circular dated July 22, 2022 with reference no. 20220722-30, has mandated that Trading Members, Syndicate Member,
RTA and Depository Participants shall submit Syndicate ASBA bids above ₹0.5 million and NII & QIB bids above ₹0.2
million through SCSBs only.
For UPI Bidders, the Stock Exchanges shall share the Bid details (including UPI ID) with the Sponsor Banks on a
continuous basis to enable the Sponsor Banks to initiate a UPI Mandate Request to such UPI Bidders for blocking of
funds. The Sponsor Banks shall initiate request for blocking of funds through NPCI to UPI Bidders, who shall accept the
UPI Mandate Request for blocking of funds on their respective mobile applications associated with UPI ID linked bank
account. The NPCI shall maintain an audit trail for every Bid entered in the Stock Exchanges bidding platform, and the
liability to compensate UPI Bidders in case of failed transactions shall be with the concerned entity (i.e., the Sponsor
Banks, NPCI or the issuer bank) at whose end the lifecycle of the transaction has come to a halt. The NPCI shall share the
audit trail of all disputed transactions/ investor complaints to the Sponsor Banks and the issuer bank. The Sponsor Banks
and the Bankers to the Issue shall provide the audit trail to the BRLM for analysing the same and fixing liability. For
ensuring timely information to investors, SCSBs shall send SMS alerts as specified in SEBI ICDR Master Circular and SEBI
circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022.
Stock Exchanges shall validate the electronic bids with the records of the CDP for DP ID/Client ID and PAN, on a real
time basis through API integration and bring inconsistencies to the notice of the relevant Designated Intermediaries, for
rectification and re-submission within the time specified by Stock Exchanges. Stock Exchanges shall allow modification
of either DP ID/Client ID or PAN ID, bank code and location code in the Bid details already uploaded.
In accordance with BSE Circular No: 20220803-40 and NSE Circular No: 25/2022, each dated August 3, 2022, for all
pending UPI Mandate Requests, the Sponsor Banks shall initiate requests for blocking of funds in the ASBA Accounts
of relevant Bidders with a confirmation cut-off time of 5:00 pm on the Bid/Issue Closing Date (“Cut-Off Time”).
Accordingly, UPI Bidders should accept UPI Mandate Requests for blocking off funds prior to the Cut-Off Time and all
pending UPI Mandate Requests at the Cut-Off Time shall lapse.
The Sponsor Banks will undertake a reconciliation of Bid responses received from Stock Exchanges and sent to NPCI and
will also ensure that all the responses received from NPCI are sent to the Stock Exchanges platform with detailed error
code and description, if any. Further, the Sponsor Banks will undertake reconciliation of all Bid requests and responses
throughout their lifecycle on daily basis and share reports with the BRLM in the format and within the timelines as
specified under the UPI Circulars. Sponsor Banks and issuer banks shall download UPI settlement files and raw data files
from the NPCI portal after every settlement cycle and do a three- way reconciliation with Banks UPI switch data, CBS
data and UPI raw data. NPCI is to coordinate with issuer banks and Sponsor Banks on a continuous basis.
The Sponsor Banks and the issuer banks shall provide the audit trail to the Book Running Lead Manager for analysing
the same and fixing liability. For ensuring timely information to investors, SCSBs shall send SMS alerts as specified in
circulars prescribed by SEBI, from time to time.
The processing fees for applications made by the UPI Bidders using the UPI Mechanism may be released to the SCSBs
only after such SCSBs provide a written confirmation in compliance with the SEBI RTA Master Circular, in a format
prescribed by SEBI or applicable law.
Pursuant to NSE circular dated August 3, 2022, the following is applicable to all initial public offers opening on or after
September 1, 2022:
(a) Cut-off time for acceptance of UPI Mandate shall be up to 5:00 pm on the initial public offer closure date and existing
process of UPI bid entry by syndicate member, registrar to the issue and depository participants shall continue till
further notice.
(b) There shall be no T+1 mismatch modification session for PAN-DP mismatch and bank/ location code on T+1 day for
already uploaded bids. The dedicated window provided for mismatch modification on T+1 day shall be discontinued.
(c) Bid entry and modification/ cancellation (if any) shall be allowed in parallel to the regular bidding period up to 5:00
pm on the initial public offer closure day.
(d) Exchanges shall display bid details of only successful ASBA blocked applications i.e. Application with latest status
as RC 100 – Block Request Accepted by Investor/ Client.
422Participation by Promoters and members of the Promoter Group of the Company, the BRLM, associates and
affiliates of the BRLM and the Syndicate Member
The BRLM and the Syndicate Member shall not be allowed to purchase/subscribe to the Equity Shares in this Issue in
any manner, except towards fulfilling their underwriting obligations. However, the respective associates and affiliates of
the BRLM and the Syndicate Member may purchase/subscribe to the Equity Shares in the Issue in the QIB Portion or in
the Non-Institutional Portion, as may be applicable to such Bidders, where the allocation is on a proportionate basis and
such subscription may be on their own account or on behalf of their clients. All categories of investors, including
respective associates or affiliates of the BRLM and Syndicate Member, shall be treated equally for the purpose of
allocation to be made on a proportionate basis.
Neither the BRLM or any associate of the BRLM (except Mutual Funds sponsored by entities which are associates of the
BRLM or insurance companies promoted by entities which are associate of BRLM or AIFs sponsored by the entities
which are associate of the BRLM or FPIs other than individuals, corporate bodies and family offices sponsored by the
entities which are associates of the BRLM) can apply in the Issue under the Anchor Investor Portion.
Further, an Anchor Investor shall be deemed to be an “associate of the Book Running Lead Manager” if: (i) either of them
controls, directly or indirectly through its subsidiary or holding company, not less than 15% of the voting rights in the
other; or (ii) either of them, directly or indirectly, by itself or in combination with other persons, exercises control
over the other; or (iii) there is a common director, excluding nominee director, amongst the Anchor Investors and the
BRLM.
Further, the Promoters and members of the Promoter Group shall not participate by applying for Equity Shares in the Issue.
Furthermore, persons related to the Promoters and the Promoter Group shall not apply in the Issue under the Anchor
Investor Portion. It is clarified that a qualified institutional buyer who has rights under a shareholders’ agreement or
voting agreement entered into with any of the Promoters or members of the Promoter Group of our Company, veto rights
or a right to appoint any nominee director on our Board, shall be deemed to be a person related to a Promoter or member
of the Promoter Group of our Company.
Bids by Mutual Funds
With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate must be lodged along with the
Bid cum Application Form. Failing this, the Company reserves the right to reject any Bid without assigning any reason
thereof. Bids made by asset management companies or custodians of Mutual Funds shall specifically state names of the
concerned schemes for which such Bids are made.
In case of a Mutual Fund, a separate Bid may be made in respect of each scheme of a Mutual Fund registered with the
SEBI and such Bids in respect of more than one scheme of a Mutual Fund will not be treated as multiple Bids, provided
that such Bids clearly indicate the scheme concerned for which the Bid is submitted.
No Mutual Fund scheme shall invest more than 10% of its net asset value in equity shares or equity related instruments
of any single company provided that the limit of 10% shall not be applicable for investments in case of index funds or
sector or industry specific scheme. No Mutual Fund under all its schemes should own more than 10% of any company’s
paid-up share capital carrying voting rights.
Bids by Eligible NRIs
Eligible NRIs may obtain copies of Bid cum Application Form from the offices of the Designated Intermediaries. Only
Bids accompanied by payment in Indian Rupees or freely convertible foreign exchange will be considered for Allotment.
Eligible NRIs applying on a repatriation basis should authorise their respective SCSBs or confirm or accept the UPI
Mandate Request (in case of UPI Bidders) to block their Non-Resident External Accounts (“NRE Account”) (including
UPI ID, if activated), or Foreign Currency Non-Resident Accounts (“FCNR Account”), and Eligible NRIs bidding on a
non-repatriation basis by using Resident Forms should authorise their respective SCSBs or confirm or accept the UPI
Mandate Request (in case of UPI Bidders) to block their Non- Resident Ordinary (“NRO”) accounts for the full Bid
amount, at the time of submission of the Bid cum Application Form. NRIs applying in the Issue through the UPI
Mechanism are advised to enquire with the relevant bank, whether their account is UPI linked, prior to submitting a Bid
cum Application Form.
Eligible NRIs Bidding on a repatriation basis are advised to use the Bid cum Application Form meant for Non-Residents
(blue in colour). Eligible NRIs Bidding on non-repatriation basis are advised to use the Bid cum Application Form for
residents (white in colour). By way of Press Note 1 (2021 Series) dated March 19, 2021, issued by the DPIIT, it has been
clarified that an investment made by a NRI or an Indian entity which is owned and controlled by NRIs on a non-
repatriation basis, shall not be considered for calculation of indirect foreign investment.
423Eligible NRIs will be permitted to apply in the Issue through Channel I or Channel II (as specified in the SEBI UPI
Circulars). Further, subject to applicable law, Eligible NRIs may use Channel IV (as specified in the SEBI UPI Circulars)
to apply in the Issue, provided the UPI facility is enabled for their NRE/NRO accounts.
Participation by Eligible NRIs in the Issue shall be subject to the FEMA Rules.
(a) In accordance with the FEMA Rules, the total holding by any individual NRI, on a repatriation basis, shall not
exceed 5% of the total paid-up equity capital on a fully diluted basis or shall not exceed 5% of the paid- up value of
each series of debentures or preference shares or share warrants issued by an Indian company and the total holdings
of all NRIs and OCIs put together shall not exceed 10% of the total paid-up equity capital on a fully diluted basis or
shall not exceed 10% of the paid-up value of each series of debentures or preference shares or share warrant. Provided
that the aggregate ceiling of 10% may be raised to 24% if a special resolution to that effect is passed by the general
body of the Indian company. Pursuant to the special resolution dated September 19, 2024, passed by our
Shareholders, the aggregate ceiling of 10% was raised to 24%.
(b) For details, see “Restrictions on Foreign Ownership of Indian Securities” on page 438.
Bids by HUFs
Bids by Hindu Undivided Families or HUFs should be made in the individual name of the Karta. The Bidder/applicant
should specify that the Bid is being made in the name of the HUF in the Bid cum Application Form as follows: “Name
of sole or first Bidder/applicant: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the name of the
Karta”. Bids/applications by HUFs will be considered at par with Bids/applications from individuals.
Bids by FPIs
In terms of the FEMA, FEMA Rules and SEBI FPI Regulations, investment in the Equity Shares by a single FPI or an investor
group (which means multiple entities registered as foreign portfolio investors and directly and indirectly having common
ownership of more than 50% or common control) must be below 10% of our post-Issue Equity Share capital on a fully
diluted basis. Further, in terms of the applicable FEMA Rules the total holding by each FPI or an investor group cannot
exceed 10% of the total paid-up Equity Share capital of our Company on a fully diluted basis, as applicable and the
aggregate holdings of all the FPIs, including any other direct and indirect foreign investments in our Company, shall not
exceed 24% of the total paid-up Equity Share capital on a fully diluted basis, as applicable.
In case of Bids made by FPIs, a certified copy of the certificate of registration issued under the SEBI FPI Regulations is
required to be attached to the Bid cum Application Form, failing which our Company reserves the right to reject any Bid
without assigning any reason. FPIs who wish to participate in the Issue are advised to use the Bid cum Application Form
for Non-Residents (blue in colour).
FPIs are permitted to participate in the Issue subject to compliance with conditions and restrictions specified under the
FEMA Rules and as specified by the Government of India from time to time.
In terms of applicable FEMA Rules and the SEBI FPI Regulations, investments by FPIs in the capital of an Indian company
is subject to certain limits, i.e. the individual holding of an FPI (including its investor group) is restricted to below 10% of
the total paid-up share capital of the company. In case the total holding of an FPI or investor group increases beyond 10%
of the total paid-up equity share capital of our Company, on a fully diluted basis or 10% or more of the paid-up value of
any series of debentures or preference shares or share warrants that may be issued by our Company, the total investment
made by the FPI or investor group will be re-classified as FDI subject to the conditions as specified by SEBI and the RBI
in this regard and our Company and the investor will be required to comply with applicable reporting requirements.
Further, the total holdings of all FPIs put together, with effect from April 1, 2020, can be up to the sectoral cap applicable
to the sector in which our Company operates (i.e., up to 100% under automatic route). In terms of the FEMA Rules, for
calculating the aggregate holding of FPIs in a company, holding of all registered FPIs shall be included.
To ensure compliance with the above requirement, SEBI, pursuant to its circular dated July 13, 2018, has directed that at
the time of finalisation of the Basis of Allotment, the Registrar shall (i) use the PAN issued by the Income Tax Department
of India for checking compliance for a single FPI; and (ii) obtain validation from Depositories for the FPIs who have
invested in the Issue to ensure there is no breach of the investment limit, within the timelines for issue procedure, as prescribed
by SEBI from time to time.
Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of Regulation
21 of the SEBI FPI Regulations, an FPI is permitted to issue, subscribe to, or otherwise deal in offshore derivative
instruments, directly or indirectly, only if it complies with the following conditions:
424(A) such offshore derivative instruments are issued only by persons registered as Category I FPIs;
(B) such offshore derivative instruments are issued only to persons eligible for registration as Category I FPIs;
(C) such offshore derivative instruments are issued after compliance with the ‘know your client’ norms as specified
by SEBI; and
(D) such other conditions as may be specified by SEBI from time to time.
An FPI is required to ensure that the transfer of an offshore derivative instruments issued by or on behalf of it, is subject
to (a) the transfer being made to persons which fulfil the criteria provided under Regulation 21(1) of the SEBI FPI
Regulations (as mentioned above from points (a) to (d)); including the conditions to deal in overseas direct instruments
and (b) prior consent of the FPI is obtained for such transfer, except in cases, where the persons to whom the offshore
derivative instruments are to be transferred, are pre-approved by the FPI.
Bids received from FPIs bearing the same PAN shall be treated as multiple Bids and are liable to be rejected, except for
Bids from FPIs that utilize the multiple investment manager structure in accordance with the Operational Guidelines for
Foreign Portfolio Investors and Designated Depository Participants issued to facilitate implementation of SEBI FPI
Regulations (such structure referred to as “MIM Structure”), provided such Bids have been made with different
beneficiary account numbers, Client IDs and DP IDs.
Accordingly, it should be noted that multiple Bids received from FPIs, who do not utilize the MIM Structure, and bear the
same PAN, are liable to be rejected. In order to ensure valid Bids, FPIs making multiple Bids using the same PAN, and
with different beneficiary account numbers, Client IDs and DP IDs, are required to provide a confirmation in the Bid
cum Application Forms that the relevant FPIs making multiple Bids utilize the MIM Structure. In the absence of such
confirmation from the relevant FPIs, such multiple Bids shall be rejected.
Participation of FPIs in the Issue shall be subject to the FEMA Rules.
There is no reservation for Eligible NRI Bidders, AIFs and FPIs. All Bidders will be treated on the same basis with other
categories for the purpose of allocation.
Bids by SEBI registered Alternative Investment Funds and Venture Capital Funds
The SEBI AIF Regulations prescribe, amongst others, the investment restrictions on AIFs. Post the repeal of the
Securities and Exchange Board of India (Venture Capital Funds) Regulations, 1996, the VCFs which have not re-
registered as an AIF under the SEBI AIF Regulations shall continue to be regulated by the SEBI (Venture Capital Funds)
Regulations, 1996 until the existing fund or scheme managed by the fund is wound up.
Category I and II AIFs cannot invest more than 25% of the corpus in one investee company. A category III AIF cannot
invest more than 10% of the corpus in one investee company. A VCF registered as a category I AIF, cannot invest more
than one-third of its investible funds, in the aggregate, in certain specified instruments, including by way of subscription
to an initial public offering of a venture capital undertaking. The holding in any company by any individual VCF
registered with SEBI should not exceed 25% of the corpus of the VCF. A VCF can invest only up to 33.33% of its investible
funds, in the aggregate, in certain specified instruments, which includes subscription to an initial public offering of a venture
capital undertaking or an investee company (as defined under the SEBI AIF Regulations).
Participation of AIFs and VCFs shall be subject to the FEMA Rules.
All non-resident investors should note that refunds (in case of Anchor Investors), dividends and other
distributions, if any, will be payable in Indian Rupees only and net of bank charges and commission.
Our Company or the BRLM shall not be responsible for loss, if any, incurred by the Bidder on account of
conversion of foreign currency.
Bids by Eligible Employees
The Bid must be for a minimum of [●] Equity Shares and in multiples of [●] Equity Shares thereafter so as to ensure that
the Bid Amount payable by the Eligible Employee does not exceed ₹ 0.20 million. The Allotment in the Employee
Reservation Portion will be on a proportionate basis. Eligible Employees under the Employee Reservation Portion may
Bid at Cut-off Price provided that the Bid does not exceed ₹0.50 million.
425However, Allotments to Eligible Employees in excess of ₹0.20 million shall be considered on a proportionate basis, in
the event of undersubscription in the Employee Reservation Portion, subject to the total Allotment to an Eligible
Employee not exceeding ₹0.50 million. Subsequent undersubscription, if any, in the Employee Reservation Portion shall
be added back to the Net Issue. Eligible Employees Bidding in the Employee Reservation Portion may Bid at the Cut-off
Price.
Bids under Employee Reservation Portion by Eligible Employees shall be:
(a) Made only in the prescribed Bid cum Application Form or Revision Form (i.e., Pink colour form).
(b) The Bidder should be an Eligible Employee as defined. In case of joint bids, the first Bidder shall be an Eligible
Employee.
(c) Only Eligible Employees would be eligible to apply in this Issue under the Employee Reservation Portion.
(d) Only those Bids, which are received at or above the Issue Price, would be considered for Allotment under this
category.
(e) Eligible Employees can apply at Cut-off Price.
(f) If the aggregate demand in this category is less than or equal to [●] Equity Shares at or above the Issue Price, full
allocation shall be made to the Eligible Employees to the extent of their demand.
(g) As per the provisions of SEBI (ICDR) Regulations, 2018 states the following:
any unsubscribed portion in any reserved category may be added to any other reserved category and the
unsubscribed portion, if any, after such inter-se adjustments among the reserved categories shall be added to the net
offer category;
(h) An Eligible Employee Bidding in the Employee Reservation Portion could also Bid in the Shareholders Reservation
Portion and also in the Non-Institutional Portion or the RIB Portion and such Bids were not treated as multiple Bids.
Our Company reserved the right to reject, in its absolute discretion, all or any multiple Bids in any or all categories
In case of under-subscription in the Net Issue, spill over to the extent of under-subscription shall be permitted from
the Employee Reservation Portion. If the aggregate demand in this category is greater than [●] Equity Shares at or
above the Issue Price, the allocation shall be made on a proportionate basis.
Please note that any individuals who are directors, employees or promoters of (a) the Lead Managers, Registrar to
the Issue, or the Syndicate Member, or of the (b) ‘associate companies’ (as defined in the Companies Act, 2013, as
amended) and ‘group companies’ of such Lead Managers, Registrar to the Issue or Syndicate Member are not
eligible to bid in the Employee Reservation Portion.
Bids by Eligible Shareholders
Bids under the Shareholders Reservation Portion shall be subject to the following:
(i) Only Eligible Shareholders as at the date of this Red Herring Prospectus would be eligible to apply in this Issue
under the Shareholders Reservation Portion.
(ii) The sole/ First Bidder shall be an Eligible Shareholder.
(iii) Only those Bids, which are received at or above the Issue Price, would be considered under this category.
(iv) The Bids must be for a minimum of [●] Equity Shares and in multiples of [●] Equity Shares thereafter
(v) Bids by Eligible Shareholders in the Shareholders Reservation Portion (subject to Bid Amount being up to ₹ 0.20
million) and in the Net Issue portion (i.e. Retail Portion or Non-Institutional Portion) shall not be treated as multiple
Bids. To clarify, an Eligible Shareholder bidding in the Shareholders Reservation Portion above ₹ 0.20 million
cannot Bid in the Net Issue (i.e. Retail Portion or Non-Institutional Portion) as such Bids will be treated as multiple
Bids. Further, bids by Eligible Shareholders in Shareholders Reservation Portion (subject to Bid Amount being up
to ₹ 0.20 million) and in the Employee Reservation Portion (as Eligible Employees), shall not be treated as multiple
Bids. Therefore, Eligible Shareholders bidding in the Shareholders Reservation Portion (subject to the Bid Amount
being up to ₹ 0.20 million) and bidding in the Employee Reservation Portion (as Eligible Employees) can also Bid
426under the Net Issue (i.e. Retail Portion or Non-Institutional Portion) and such Bids will not be treated as multiple Bids.
Our Company reserves the right to reject, in its absolute discretion, all or any multiple Bids in any or all categories.
(vi) If the aggregate demand in this category is less than or equal to [●] Equity Shares at or above the Issue Price, full
allocation shall be made to the Eligible Shareholders to the extent of their demand.
(vii) Under-subscription, if any, in any category including the Shareholders Reservation Portion and the Employee
Reservation Portion, except in the QIB Portion, would be allowed to be met with spill over from any other category
or a combination of categories at the discretion of our Company in consultation with the BRLM and the Designated
Stock Exchange.
(viii) Eligible Shareholders Bidding under the Shareholders Reservation Portion (subject to the Bid Amount being up to
₹0.20 million) are entitled to Bid at the Cut-off Price. If the aggregate demand in this category is greater than [●]
Equity Shares at or above the Issue Price, the allocation shall be made on a proportionate basis.
Bids by limited liability partnerships
In case of Bids made by limited liability partnerships registered under the Limited Liability Partnership Act, 2008, a certified
copy of certificate of registration issued under the Limited Liability Partnership Act, 2008, must be attached to the Bid
cum Application Form. Failing this, our Company, in consultation with the BRLM, reserve the right to reject any Bid
without assigning any reason thereof.
Bids by banking companies
In case of Bids made by banking companies registered with RBI, certified copies of: (i) the certificate of registration
issued by RBI, and (ii) the approval of such banking company’s investment committee is required to be attached to the Bid
cum Application Form, failing which our Company, in consultation with the BRLM reserves the right to reject any Bid
without assigning any reason thereof, subject to applicable law.
The investment limit for banking companies in non-financial services companies as per the Banking Regulation Act, 1949
(the “Banking Regulation Act”), and Master Direction – Reserve Bank of India (Financial Services provided by Banks)
Directions, 2016 is 10% of the paid-up share capital of the investee company or 10% of the bank’s own paid-up share
capital and reserves, whichever is less. Further, the aggregate investment in subsidiaries and other entities engaged in
financial and non-financial services company cannot exceed 20% of the bank’s paid-up share capital and reserves. A
banking company may hold up to 30% of the paid-up share capital of the investee company with the prior approval of
the RBI, provided that the investee company is engaged in non-financial activities in which banking companies are
permitted to engage under the Banking Regulation Act or the additional acquisition is through restructuring of
debt/corporate debt restructuring/strategic debt restructuring, or to protect the bank’s interest on loans/investments made
to a company. The bank is required to submit a time-bound action plan for disposal of such shares within a specified
period to the RBI. A banking company would require a prior approval of the RBI to make investment in excess of 30%
of the paid-up share capital of the investee company, investment in a subsidiary and a financial services company that is
not a subsidiary (with certain exceptions prescribed), and investment in a non-financial services company in excess of
10% of such investee company’s paid-up share capital as stated in the Reserve Bank of India (Financial Services provided
by Banks) Directions, 2016, as amended. Bids by banking companies s should not exceed the investment limits prescribed
for them under the applicable laws.
Bids by SCSBs
SCSBs participating in the Issue are required to comply with the terms of the circulars bearing no. CIR/CFD/DIL/12/2012
and CIR/CFD/DIL/1/2013, dated September 13, 2012 and January 2, 2013, respectively, issued by the SEBI. Such SCSBs
are required to ensure that for making applications on their own account using ASBA, they should have a separate account
in their own name with any other SEBI registered SCSBs. Further, such account shall be used solely for the purpose of
making application in public issues and clear demarcated funds should be available in such account for such Bids.
Bids by insurance companies
In case of Bids made by insurance companies registered with the IRDAI, a certified copy of certificate of registration
issued by IRDAI must be attached to the Bid cum Application Form. Failing this, the Company, in consultation with
BRLM, reserve the right to reject any Bid without assigning any reason thereof.
The exposure norms for insurers, prescribed under the Insurance Regulatory and Development Authority (Investment)
Regulations, 2016 (“IRDA Investment Regulations”) based on the investments in the equity shares of a company, the
entire group of the investee company and the industry sector in which the investee company operates. Bidders are advised
427to refer to the IRDA Investment Regulations for specific investment limits applicable to them and shall comply with all
applicable regulations, guidelines and circulars issued by IRDAI from time to time.
Bids by Systemically Important Non-Banking Financial Companies
In case of Bids made by NBFC-SI, a certified copy of the certificate of registration issued by the RBI, a certified copy of
its last audited financial statements on a standalone basis and a net worth certificate from its statutory auditor(s) and such
other approvals as may be required by the NBFC – SI, must be attached to the Bid-cum Application Form. Failing this,
our Company, in consultation with the BRLM reserves the right to reject any Bid, without assigning any reason thereof.
NBFC-SI participating in the Issue shall comply with all applicable regulations, guidelines and circulars issued by RBI
from time to time.
The investment limit for NBFC – SI shall be prescribed by RBI from time to time.
Bids under power of attorney
In case of Bids made pursuant to a power of attorney by limited companies, corporate bodies, registered societies, eligible
FPIs, AIFs, Mutual Funds, insurance companies, NBFC-SI, insurance funds set up by the army, navy or air force of the
India, insurance funds set up by the Department of Posts, India or the National Investment Fund and provident funds with
a minimum corpus of ₹250 million (subject to applicable laws) and pension funds with a minimum corpus of ₹250
million, a certified copy of the power of attorney or the relevant resolution or authority, as the case may be, along with a
certified copy of the memorandum of association and articles of association and/or bye laws must be lodged along with
the Bid cum Application Form. Failing this, our Company, in consultation with the BRLM reserves the right to accept or
reject any Bid in whole or in part, in either case, without assigning any reason thereof.
Our Company, in consultation with the BRLM, in their absolute discretion, reserve the right to relax the above condition
of simultaneous lodging of the power of attorney along with the Bid cum Application Form, subject to such terms and
conditions that our Company, in consultation with the BRLM, may deem fit.
Bids by provident funds/pension funds
In case of Bids made by provident funds/pension funds, with minimum corpus of ₹250 million, subject to applicable
laws, a certified copy of certificate from a chartered accountant certifying the corpus of the provident fund/ pension fund
must be attached to the Bid cum Application Form. Failing this, our Company, in consultation with the BRLM reserves
the right to reject any Bid, without assigning any reason therefore.
Bids by Anchor Investors
In accordance with the SEBI Regulations, the key terms for participation by Anchor Investors are provided below:
1) Anchor Investor Application Forms will be made available for the Anchor Investor Portion at the offices of the
Book Running Lead Manager.
2) The Bid must be for a minimum of such number of Equity Shares so that the Bid Amount exceeds ₹100 million. A
Bid cannot be submitted for over 60% of the QIB Portion. In case of a Mutual Fund, separate Bids by individual
schemes of a Mutual Fund will be aggregated to determine the minimum application size of ₹100 million.
3) One-third of the Anchor Investor Portion will be reserved for allocation to domestic Mutual Funds.
4) Bidding for Anchor Investors will open one Working Day before the Bid/ Issue Opening Date.
5) Our Company, in consultation with the Book Running Lead Manager will finalize allocation to the Anchor Investors
on a discretionary basis, provided that the minimum number of Allottees in the Anchor Investor Portion will not be
less than: (a) maximum of two Anchor Investors, where allocation under the Anchor Investor Portion is up to ₹100
million; (b) minimum of two and maximum of 15 Anchor Investors, where the allocation under the Anchor Investor
Portion is more than ₹100 million but up to ₹2,500 million, subject to a minimum Allotment of ₹50 million per
Anchor Investor; and (c) in case of allocation above ₹2,500 million under the Anchor Investor Portion, a minimum
of five such investors and a maximum of 15 Anchor Investors for allocation up to ₹2,500 million, and an additional
10 Anchor Investors for every additional ₹2,500 million, subject to minimum allotment of ₹50 million per Anchor
Investor.
6) Allocation to Anchor Investors will be completed on the Anchor Investor Bidding Date. The number of Equity
Shares allocated to Anchor Investors and the price at which the allocation will be made available in the public
428domain by the Book Running Lead Manager before the Bid/ Issue Opening Date, through intimation to the Stock
Exchanges.
7) Anchor Investors cannot withdraw or lower the size of their Bids at any stage after submission of the Bid.
8) If the Issue Price is greater than the Anchor Investor Allocation Price, the additional amount being the difference
between the Issue Price and the Anchor Investor Allocation Price will be payable by the Anchor Investors on the
Anchor Investor Pay-In Date specified in the CAN. If the Issue Price is lower than the Anchor Investor Allocation
Price, Allotment to successful Anchor Investors will be at the higher price, i.e., the Anchor Investor Issue Price and
the difference amount shall not be refunded to the Anchor Investors.
9) Any Equity Shares Allotted to Anchor Investors in the Anchor Investor Portion shall be locked in the following
manner: there shall be a lock-in of 90 days on 50% of the Equity Shares Allotted to each of the Anchor Investors
from the date of Allotment, and a lock-in of 30 days on the remaining 50% of the Equity Shares Allotted to each of
the Anchor Investors from the date of Allotment.
10) Neither (a) the Book Running Lead Manager or any associate of the Book Running Lead Manager (other than
mutual funds sponsored by entities which are associate of the Book Running Lead Manager or insurance companies
promoted by entities which are associate of the Book Running Lead Manager or Alternate Investment Funds (AIFs)
sponsored by the entities which are associates of the Book Running Lead Manager or FPIs, other than individuals,
corporate bodies and family offices, sponsored by the entities which are associate of the Book Running Lead
Manager) nor (b) the Promoter, Promoter Group or any person related to the Promoter or members of the Promoter
Group shall apply under the Anchor Investors category.
11) Bids made by QIBs under both the Anchor Investor Portion and the QIB Portion will not be considered multiple
Bids.
For more information, please read the General Information Document.
The above information is given for the benefit of the Bidders. Bidders are advised to make their independent
investigations and ensure that any single Bid from them does not exceed the applicable investment limits or maximum
number of the Equity Shares that can be held by them under applicable laws or regulation and as specified in this Red
Herring Prospectus and the Prospectus when filed.
In accordance with RBI regulations, OCBs cannot participate in the Issue.
Information for Bidders
The relevant Designated Intermediary will enter a maximum of three Bids at different price levels opted in the Bid cum
Application Form and such options are not considered as multiple Bids. It is the Bidder’s responsibility to obtain the
acknowledgment slip from the relevant Designated Intermediary. The registration of the Bid by the Designated
Intermediary does not guarantee that the Equity Shares shall be allocated/Allotted. Such Acknowledgement Slip will be
non-negotiable and by itself will not create any obligation of any kind. When a Bidder revises his or her Bid, he /she shall
surrender the earlier Acknowledgement Slip and may request for a revised acknowledgment slip from the relevant
Designated Intermediary as proof of his or her having revised the previous Bid.
In relation to electronic registration of Bids, the permission given by the Stock Exchanges to use their network and
software of the electronic bidding system should not in any way be deemed or construed to mean that the compliance
with various statutory and other requirements by our Company and/or the BRLM are cleared or approved by the Stock
Exchanges; nor does it in any manner warrant, certify or endorse the correctness or completeness of compliance with the
statutory and other requirements, nor does it take any responsibility for the financial or other soundness of our Company,
the management or any scheme or project of our Company; nor does it in any manner warrant, certify or endorse the
correctness or completeness of any of the contents of this Red Herring Prospectus or the Prospectus; nor does it warrant
that the Equity Shares will be listed or will continue to be listed on the Stock Exchanges.
Pre-Issue Advertisement
Subject to Section 30 of the Companies Act, 2013, our Company will, after filing this Red Herring Prospectus with the
RoC, publish a pre-Issue advertisement, in the form prescribed by the SEBI ICDR Regulations, in all editions of Business
Standard, an English national daily newspaper and all editions of Business Standard, a Hindi national daily newspaper
and Ahmedabad editions of Jai Hind, a Gujarati daily newspaper (Gujarati being the regional language of Gujarat, where
our Registered and Corporate Office is located), each with wide circulation. This advertisement, subject to the provisions
of Section 30 of the Companies Act, 2013, shall be in the format prescribed in Part A of Schedule X of the SEBI ICDR
Regulations.
429Allotment Advertisement
The Allotment Advertisement shall be uploaded on the websites of our Company, BRLM and Registrar to the Offer,
before 9 p.m. IST, on the date of receipt of the final listing and trading approval from all the Stock Exchanges where the
equity shares of the Issuer are proposed to be listed, provided such final listing and trading approval from all the Stock
Exchanges is received prior to 9:00 p.m. IST on that day. In an event, if final listing and trading approval from all the
Stock Exchanges is received post 9:00 p.m. IST on the date of receipt of the final listing and trading approval from all
the Stock Exchanges where the equity shares of the Issuer are proposed to be listed, then the Allotment
Advertisement shall be uploaded on the websites of our Company, BRLM and Registrar to the Offer, following
the receipt of final listing and trading approval from all the Stock Exchanges.
Our Company, the Book Running Lead Manager and the Registrar to the Issue shall publish an allotment advertisement
before commencement of trading, disclosing the date of commencement of trading in: (i) all editions of Business
Standard, a widely circulated English national daily newspaper; (ii) all editions of Business Standard, a widely circulated
Hindi national daily newspaper; and (iii) Ahmedabad editions of Jai Hind a widely circulated Gujarati daily newspaper
(Gujarati also being the regional language of Gujarat, where our Registered and Corporate Office is located).
Signing of the Underwriting Agreement and the RoC Filing
(a) Our Company and the Underwriters, prior to the filing of the Prospectus with the RoC, as applicable, and in
accordance with the nature of underwriting which is determined in accordance with Regulation 40(3) of SEBI ICDR
Regulations, will enter into an Underwriting Agreement with the Underwriters for the Equity Shares proposed to
be offered through the Issue.
(b) The Prospectus will contain details of the Issue Price, the Anchor Investor Issue Price, Issue size, and underwriting
arrangements and will be complete in all material respects.
General Instructions
Please note that QIBs and Non-Institutional Investors are not permitted to withdraw their Bid(s) or lower the size of their
Bid(s) (in terms of quantity of Equity Shares or the Bid Amount) at any stage. RIIs, Eligible Employees bidding in the
Employees Reservation Portion and Eligible Shareholders bidding in the Shareholders’ Reservation Portion can revise
their Bid(s) during the Bid/ Issue Period and withdraw their Bid(s) until Bid/ Issue Closing Date. Anchor Investors are
not allowed to withdraw or lower the size of their Bids after the Anchor Investor Bidding Date.
Do’s:
(A) Check if you are eligible to apply as per the terms of this Red Herring Prospectus and under applicable law, rules,
regulations, guidelines and approvals;
(B) Ensure that you have Bid within the Price Band
(C) Ensure that you have mentioned the correct ASBA Account number (for all Bidders other than UPI Bidders) in the
Bid cum Application Form (with maximum length of 45 characters. Further, UPI Bidders must mention their UPI
ID (with maximum length of 45 characters including the handle), in the Bid cum Application Form;
(D) UPI Bidders through the SCSBs and mobile applications shall ensure that the name of the bank appears in the list
of SCSBs which are live on UPI, as displayed on the SEBI website. UPI Bidders shall ensure that the name of the
app and the UPI handle which is used for making the application appears in Annexure ‘A’ to the SEBI circular no.
SEBI/HO/CFD/DIL2/COR/P/2019/85 dated July 26, 2019;
(E) UPI Bidders Bidding using the UPI Mechanism in the Issue shall ensure that they use only their own ASBA Account
or only their own bank account linked UPI ID to make an application in the Issue and not ASBA Account or bank
account linked UPI ID of any third party;
(F) Read all the instructions carefully and complete the Bid cum Application Form in the prescribed form;
(G) Ensure that the details about the PAN, DP ID, Client ID and UPI ID (where applicable) are correct and the Bidders
depository account is active, as Allotment of the Equity Shares will be in dematerialized form only;
(H) Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is submitted to the
Designated Intermediary at the Bidding Centre within the prescribed time;
430(I) In case of joint Bids, ensure that first Bidder is the ASBA Account holder (or the UPI-linked bank account holder,
as the case may be) and the signature of the first Bidder is included in the Bid cum Application Form;
(J) If the first Bidder is not the ASBA Account holder (or the UPI-linked bank account holder, as the case may be),
ensure that the Bid cum Application Form is signed by the ASBA Account holder (or the UPI- linked bank account
holder, as the case may be);
(K) All Bidders (other than Anchor Investors) should submit their Bids through the ASBA process only;
(L) Ensure that the name(s) given in the Bid cum Application Form is/are exactly the same as the name(s) in which the
beneficiary account is held with the Depository Participant. In case of joint Bids, the Bid cum Application Form
should contain only the name of the First Bidder whose name should also appear as the first holder of the beneficiary
account held in joint names;
(M) Ensure that you request for and receive a stamped acknowledgement in the form of a counterfoil or by specifying
the application number for all your Bid options as proof of registration of the Bid cum Application Form from the
concerned Designated Intermediary;
(N) Ensure that you have funds equal to the Bid Amount in the ASBA Account maintained with the SCSB before
submitting the Bid cum Application Form under the ASBA process to any of the Designated Intermediaries;
(O) Ensure that you submit revised Bids to the same Designated Intermediary, through whom the original Bid was
placed and obtain a revised acknowledgment;
(P) Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the courts, who, in
terms of a SEBI circular dated June 30, 2008, may be exempt from specifying their PAN for transacting in the
securities market, (ii) Bids by persons resident in the state of Sikkim, who, in terms of a SEBI circular dated July
20, 2006, may be exempted from specifying their PAN for transacting in the securities market, and (iii) any other
category of Bidders, including without limitation, multilateral/ bilateral institutions, which may be exempted from
specifying their PAN for transacting in the securities market, all Bidders should mention their PAN allotted under
the IT Act. The exemption for the Central or the State Government and officials appointed by the courts and for
investors residing in the State of Sikkim is subject to (a) the Demographic Details received from the respective
depositories confirming the exemption granted to the beneficiary owner by a suitable description in the PAN field
and the beneficiary account remaining in “active status”; and (b) in the case of residents of Sikkim, the address as
per the Demographic Details evidencing the same. All other applications in which PAN is not mentioned will be
rejected;
(Q) Ensure that the Demographic Details are updated, true and correct in all respects;
(R) Ensure that thumb impressions and signatures other than in the languages specified in the Eighth Schedule to the
Constitution of India are attested by a Magistrate or a Notary Public or a Special Executive Magistrate under official
seal;
(S) Ensure that the category and the investor status is indicated in the Bid cum Application Form to ensure proper
upload of your Bid in the electronic Bidding System of the Stock Exchanges;
(T) Ensure that in case of Bids under power of attorney or by limited companies, corporates, trust etc., relevant
documents, including a copy of the power of attorney, are submitted;
(U) Ensure that Bids submitted by any person outside India should be in compliance with applicable foreign and Indian
laws;
(V) Bidders (except UPI Bidders) should instruct their respective banks to release the funds blocked in the ASBA
Account under the ASBA process. UPI Bidders, should ensure that they approve the UPI Mandate Request
generated by the Sponsor Banks prior to 5:00 pm of the Bid / Issue Closing Date;
(W) Note that in case the DP ID, UPI ID (where applicable), Client ID and the PAN mentioned in their Bid cum
Application Form and entered into the online IPO system of the Stock Exchanges by the relevant Designated
Intermediary, as the case may be, do not match with the DP ID, UPI ID (where applicable), Client ID and PAN
available in the Depository database, then such Bids are liable to be rejected;
(X) Ensure that you have correctly signed the authorization /undertaking box in the Bid cum Application Form, or have
otherwise provided an authorization to the SCSB or the Sponsor Banks, as applicable via the electronic mode, for
431blocking funds in the ASBA Account equivalent to the Bid Amount mentioned in the Bid cum Application Form at
the time of submission of the Bid;
(Y) UPI Bidders shall ensure that details of the Bid are reviewed and verified by opening the attachment in the UPI
Mandate Request and then proceed to authorise the UPI Mandate Request using his/her UPI PIN. Upon the
authorization of the mandate using his/her UPI PIN, the UPI Bidder shall be deemed to have verified the attachment
containing the application details of the UPI Bidders in the UPI Mandate Request and have agreed to block the entire
Bid Amount and authorized the Sponsor Banks to issue a request to block the Bid Amount mentioned in the Bid Cum
Application Form in his/her ASBA Account;
(Z) FPIs making MIM Bids using the same PAN, and different beneficiary account numbers, Client IDs and DP IDs,
are required to submit a confirmation that their Bids are under the MIM structure and indicate the name of their
investment managers in such confirmation which shall be submitted along with each of their Bid cum Application
Forms. In the absence of such confirmation from the relevant FPIs, such MIM Bids shall be rejected;
(AA) UPI Bidders should mention valid UPI ID of only the Bidder (in case of single account) and of the first Bidder (in
case of joint account) in the Bid cum Application Form;
(BB) UPI Bidders, who have revised their Bids subsequent to making the initial Bid, should also approve the revised UPI
Mandate Request generated by the Sponsor Banks to authorise blocking of funds equivalent to the revised Bid
Amount in his/her account and subsequent debit of funds in case of allotment in a timely manner.
(CC) Ensure that Anchor Investors submit their Bid cum Application Forms only to the BRLM;
(DD) Ensure that the Bid cum Application Forms are delivered by the Bidders within the time prescribed as per the Bid
cum Application Form and this Red Herring Prospectus. Application made using incorrect UPI handle or using a
bank account of an SCSB or SCSBs which is not mentioned on the website of the SEBI, is liable to be rejected; and
(DE) Investors must ensure that their PAN is linked with Aadhaar and are in compliance with the notification dated
February13, 2020 issued by the Central Board of Direct Taxes and the press release dated June 25, 2021 and
September 17, 2021 and CBDT circular no.7 of 2022 dated March 30, 2022 read with press release dated March
28, 2023.
The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied with.
Application made using incorrect UPI handle or using a bank account of an SCSB or SCSBs which is not mentioned in
the Annexure ‘A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 is liable to be rejected.
Don’ts:
(A) Do not Bid for lower than the minimum Bid size;
(B) Do not Bid/revise Bid Amount to less than the Floor Price or higher than the Cap Price;
(C) Do not Bid on another Bid cum Application Form after you have submitted a Bid to a Designated Intermediary;
(D) Do not pay the Bid Amount in cash, by money order, cheques or demand drafts or by postal order or by stock invest;
(E) Do not send Bid cum Application Forms by post; instead submit the same to the Designated Intermediary only;
(F) Anchor Investors should not Bid through the ASBA process;
(G) Do not submit the Bid cum Application Forms to any non-SCSB bank or to our Company or at a location other than
the Bidding Centers;
(H) Do not Bid on a physical Bid cum Application Form that does not have the stamp of the relevant Designated
Intermediary;
(I) Do not Bid at Cut-off Price (for Bids by QIBs and Non-Institutional Investors);
(J) Do not fill up the Bid cum Application Form such that the Equity Shares Bid for exceeds the Issue size and/ or
investment limit or maximum number of the Equity Shares that can be held under the applicable laws or regulations
or maximum amount permissible under the applicable regulations or under the terms of this Red Herring Prospectus;
432(K) Do not submit your Bid after 3.00 pm on the Bid/Issue Closing Date (for online applications) and after 12:00 p.m.
on the Bid/ Offer Closing Date (for physical applications)
(L) If you are a QIB, do not submit your Bid after 3.00 p.m. on the QIB Bid/Issue Closing Date;
(M) Do not Bid for a Bid Amount exceeding ₹0.50 million (for Bids by UPI Bidders);
(N) Do not Bid for a Bid Amount exceeding ₹0.20 million (for Bids by Retail Individual Investors) and ₹0.50 million for
Bids by Eligible Employees Bidding in the Employee Reservation Portion;
(O) Do not submit the General Index Register (GIR) number instead of the PAN;
(P) Do not submit incorrect details of the DP ID, Client ID, PAN and UPI ID (where applicable) or provide details for
a beneficiary account which is suspended or for which details cannot be verified by the Registrar to the Issue;
(Q) Do not instruct your respective banks to release the funds blocked in the ASBA Account under the ASBA process;
(R) Do not submit the Bid without ensuring that funds equivalent to the entire Bid Amount are available for blocking in
the relevant ASBA Account or in the case of UPI Bidders, in the UPI-linked bank account where funds for making
the Bid are available;
(S) Do not withdraw your Bid or lower the size of your Bid (in terms of quantity of the Equity Shares or the Bid Amount)
at any stage, if you are a QIB or a Non-Institutional Investor;
(T) Do not submit Bids on plain paper or on incomplete or illegible Bid cum Application Forms or on Bid cum
Application Forms in a colour prescribed for another category of Bidder;
(U) Do not link the UPI ID with a bank account maintained with a bank that is not UPI 2.0 certified by the NPCI in case
of Bids submitted by UPI Bidders;
(V) Do not submit a Bid in case you are not eligible to acquire Equity Shares under applicable law or your relevant
constitutional documents or otherwise;
(W) Do not Bid if you are not competent to contract under the Indian Contract Act, 1872 (other than minors having valid
depository accounts as per Demographic Details provided by the depository);
(X) Do not submit a Bid/revise a Bid Amount, with a price less than the Floor Price or higher than the Cap Price;
(Y) Do not submit more than one Bid cum Application Form per ASBA Account;
(Z) Do not submit a Bid using UPI ID, if you are not a UPI Bidder;
(AA) Do not submit a Bid cum Application Form with third party UPI ID or using a third-party bank account (in case of
Bids submitted by UPI Bidders);
(BB) Do not Bid if you are an OCB; and
(CC) Do not Bid for Equity Shares in excess of what is specified for each category.
For helpline details of the Book Running Lead Manager pursuant to the SEBI ICDR Master Circular, see “General
Information” on page 91.
The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied
with.
Grounds for technical rejection
In addition to the grounds for rejection of Bids on technical grounds as provided in the GID, Bidders are requested to
note that Bids maybe rejected on the following additional technical grounds:
1. Bids submitted without instruction to the SCSBs to block the entire Bid Amount;
4332. Bids which do not contain details of the Bid Amount and the bank account details in the ASBA Form;
3. Bids submitted on a plain paper;
4. Bids submitted by UPI Bidders through an SCSBs and/or using a mobile application or UPI handle, not listed on
the website of SEBI;
5. Bids under the UPI Mechanism submitted by UPI Bidders using third-party bank accounts or using a third-party
linked bank account UPI ID (subject to availability of information regarding third-party account from Sponsor
Banks);
6. Anchor Investors should submit Anchor Investor Application Form only to the Book Running Lead Manager;
7. Do not Bid on another Bid cum Application Form and the Anchor Investor Application Form, as the case may be,
after you have submitted a Bid to any of the Designated Intermediary;
8. ASBA Form by the UPI Bidders using third party bank accounts or using third party linked bank account UPI IDs;
9. ASBA Form submitted to a Designated Intermediary does not bear the stamp of the Designated Intermediary;
10. Bids submitted without the signature of the First Bidder or Sole Bidder;
11. The ASBA Form not being signed by the account holders, if the account holder is different from the Bidder;
12. Bids by persons for whom PAN details have not been verified and whose beneficiary accounts are “suspended for
credit” in terms of SEBI circular CIR/MRD/DP/ 22 /2010 dated July 29, 2010;
13. GIR number furnished instead of PAN;
14. Bids by RIBs with Bid Amount of a value of more than ₹0.20 million;
15. Bids by persons who are not eligible to acquire Equity Shares in terms of all applicable laws, rules, regulations,
guidelines and approvals;
16. Bids accompanied by stock invest, money order, postal order, or cash; and
17. Bids uploaded by QIBs and by Non-Institutional Bidders after 4.00 pm on the Bid/Offer Closing Date and Bids by
RIBs uploaded after 5.00 p.m. on the Bid/Offer Closing Date, unless extended by the Stock Exchanges. On
Bid/Offer Closing Date, extension of time may be granted by Stock Exchanges only for uploading Bids received
RIBs, Eligible Employees under the Employee Reservation Portion, and Eligible Shareholders bidding in the
Shareholders Reservation Portion after taking into account the total number of Bids received and as reported by the
BRLM to the Stock Exchanges.
Further, in case of any pre-Issue or post Issue related issues regarding share certificates/demat credit/refund
orders/unblocking etc., investors shall reach out to our Company Secretary and Compliance Officer. For details of
Company Secretary and Compliance Officer see “General Information” on page 91.
In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI
Mechanism) exceeding two Working Days from the Bid/ Issue Closing Date, the Bidder shall be compensated at a
uniform rate of ₹100 per day for the entire duration of delay exceeding two Working Days from the Bid/ Issue Closing
Date by the intermediary responsible for causing such delay in unblocking. The Book Running Lead Manager shall, in
its sole discretion, identify and fix the liability on such intermediary or entity responsible for such delay in unblocking.
Further, SEBI has reduced the timelines for refund of Application money to four days. Bidders shall be entitled to
compensation in the manner specified in the SEBI ICDR Master Circular in case of delays in resolving investor
grievances in relation to blocking/unblocking of funds.
The BRLM shall be the nodal entity for any issues arising out of public issuance process.
For details of grounds for technical rejections of a Bid cum Application Form, see the General Information Document.
434Names of entities responsible for finalising the basis of allotment in a fair and proper manner
The authorised employees of the Stock Exchanges, along with the BRLM and the Registrar, shall ensure that the basis of
allotment is finalised in a fair and proper manner in accordance with the procedure specified in SEBI ICDR Regulations.
Method of allotment as may be prescribed by SEBI from time to time
Our Company will not make any allotment in excess of the Equity Shares through the Issue except in case of
oversubscription for the purpose of rounding off to make allotment, in consultation with the Designated Stock Exchange.
Further, upon oversubscription, an allotment of not more than 1% of the Issue to public may be made for the purpose of
making allotment in minimum lots.
The allotment of Equity Shares to Bidders other than to the Retail Individual Investors, Non-Institutional Investors and
Anchor Investors shall be on a proportionate basis within the respective investor categories and the number of securities
allotted shall be rounded off to the nearest integer, subject to minimum allotment being equal to the minimum application
size as determined and disclosed.
The allotment of Equity Shares to each Retail Individual Investor shall not be less than the minimum bid lot, subject to
the availability of shares in Retail Individual Investor Portion, and the remaining available shares, if any, shall be allotted
on a proportionate basis.
The Allotment to each Non-Institutional Investor shall not be less than the minimum application size, subject to the
availability of Equity Shares in the Non-Institutional Portion, and the remaining Equity Shares, if any, shall be allotted
on a proportionate basis, which shall be subject to the following, and in accordance with the SEBI ICDR Regulations: (i)
one-third of the Non-Institutional Portion will be available for allocation to Bidders with a Bid size of more than ₹ 0.20
million and up to ₹ 1 million, and (ii) two-thirds of the Non-Institutional Portion will be available for allocation to
Bidders with a Bid size of more than ₹ 1 million, provided that under-subscription in either of these two sub-categories
of Non-Institutional Portion may be allocated to Bidders in the other sub-category of Non-Institutional Portion.
The allocation to each Non-Institutional Investor shall not be less than the minimum application size, subject to
availability of Equity Shares in the Non-Institutional Portion and the remaining available Equity Shares, if any, shall be
allocated on a proportionate basis in accordance with the conditions specified in this regard in Schedule XIII of the SEBI
ICDR Regulations.
Payment into Escrow Accounts for Anchor Investors
Our Company, in consultation with the BRLM, in its absolute discretion, will decide the list of Anchor Investors to whom
the CAN will be sent, pursuant to which the details of the Equity Shares allocated to them in their respective names will
be notified to such Anchor Investors. Anchor Investors are not permitted to Bid in the Issue through the ASBA process.
Instead, Anchor Investors should transfer the Bid Amount (through direct credit, RTGS, NACH or NEFT). For Anchor
Investors, the payment instruments for payment into the Escrow Accounts should be drawn in favour of:
(a) In case of resident Anchor Investors: “Dev Accelerator Limited Resident Account”.
(b) In case of non-resident Anchor Investors: “Dev Accelerator Limited Non-Resident Account”.
Anchor Investors should note that the escrow mechanism is not prescribed by SEBI and has been established as an
arrangement between our Company, the Syndicate, the Bankers to the Issue and the Registrar to the Issue to facilitate
collection of Bid Amounts from Anchor Investors.
Undertakings by our Company
Our Company undertakes the following:
(A) The complaints received in respect of the Issue shall be attended to by our Company expeditiously and satisfactorily;
(B) if Allotment is not made, refunds are not made to the Bidders or listing and trading approvals are not obtained within
the prescribed time period under applicable law, the entire subscription amount received will be refunded/unblocked
within the time prescribed under applicable law. If there is delay beyond the prescribed time, our Company shall
pay interest prescribed under the Companies Act, the SEBI ICDR Regulations and applicable law for the delayed
period;
435(C) That all steps will be taken for completion of the necessary formalities for listing and commencement of trading at
all the Stock Exchanges where the Equity Shares are proposed to be listed within three Working Days of the Bid/
Issue Closing Date or such other timeline as may be prescribed by SEBI;
(D) That funds required for making refunds to unsuccessful Bidders as per the mode(s) disclosed shall be made available
to the Registrar to the Issue by the Company;
(E) That where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable
communication shall be sent to the unsuccessful Bidder within four Working Days from the Bid/ Issue Closing
Date, or such time period as specified by SEBI, giving details of the bank where the refunds shall be credited along
with the amount and the expected date of electronic credit of refund;
(F) The decisions with respect to the Price Band and the Minimum Bid lot as applicable, revision of Price Band, Issue
Price, will be taken by our Company, in consultation with the BRLM.
(G) that if our Company does not proceed with the Issue after the Bid/Issue Closing Date but prior to Allotment, the
reason thereof shall be given by our Company as a public notice within two days of the Bid/Issue Closing Date. The
public notice shall be issued in the same newspapers where the pre-Issue advertisements would be published. The
Stock Exchanges shall be informed promptly;
(H) that if our Company, in consultation with the BRLM withdraw the Issue after the Bid/ Issue Closing Date, our
Company shall be required to file a fresh DRHP with SEBI, in the event our Company subsequently decides to
proceed with the Issue;
(I) No further issue of Equity Shares shall be made until the Equity Shares offered through this Red Herring Prospectus
are listed or until the Bid monies are refunded/ unblocked in the ASBA Accounts on account of non-listing, under-
subscription etc.; and
(J) That adequate arrangements shall be made to collect all Bid cum Application Forms submitted by Bidders and Anchor
Investor Application Forms from Anchor Investor.
Utilisation of Issue Proceeds
Our Board certifies that:
(a) that all monies received from the Issue shall be credited / transferred to separate bank account other than the bank
account referred to in sub-section (3) of Section 40 of the Companies Act, 2013;
(b) details of all monies utilised out of the Issue shall be disclosed, and continue to be disclosed till the time any part
of the Issue proceeds remains unutilised, under an appropriate head in the balance sheet of our Company indicating
the purpose for which such monies have been utilised; and
(c) details of all unutilised monies out of the Issue, if any shall be disclosed under an appropriate separate head in the
balance sheet indicating the form in which such unutilised monies have been invested.
Impersonation
Attention of the Bidders is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies Act,
2013 which is reproduced below:
“Any person who –
(a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its
securities; or
(b) makes or abets making of multiple applications to a company in different names or in different combinations of
his name or surname for acquiring or subscribing for its securities; or
(c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any
other person in a fictitious name, shall be liable for action under Section 447.”
The liability prescribed under Section 447 of the Companies Act, 2013 for fraud involving an amount of at least ₹1.00
million or one per cent of the turnover of the company, whichever is lower, includes imprisonment for a term which shall
436not be less than six months extending up to 10 years and fine of an amount not less than the amount involved in the fraud,
extending up to three times such amount (provided that where the fraud involves public interest, such term shall not be
less than three years.) Further, where the fraud involves an amount less than ₹1.00 million or one per cent of the turnover
of the company, whichever is lower, and does not involve public interest, any person guilty of such fraud shall be
punishable with imprisonment for a term which may extend to five years or with fine which may extend to ₹5.00 million
or with both.
437RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES
Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the Government of India and
FEMA. While the Industrial Policy, 1991 prescribes the limits and the conditions subject to which foreign investment
can be made in different sectors of the Indian economy, FEMA regulates the precise manner in which such investment
may be made. Under the Industrial Policy, unless specifically restricted, foreign investment is freely permitted in all
sectors of the Indian economy up to any extent and without any prior approvals, but the foreign investor is required to
follow certain prescribed procedures for making such investment. The RBI and the concerned ministries/departments are
responsible for granting approval for foreign investment. The Government of India has from time to time made policy
pronouncements on foreign direct investment (“FDI”) through press notes and press releases.
The Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, Government of India
(formerly, Department of Industrial Policy and Promotion) (“DPIIT”) issued the Consolidated FDI Policy Circular of
2020, (“FDI Policy”) which, with effect from October 15, 2020, consolidates and supersedes all previous press notes,
press releases and clarifications on FDI issued by the DPIIT that were in force and effect prior to October 15, 2020.
The transfer of shares between an Indian resident and a non-resident does not require the prior approval of RBI, provided
that: (i) the activities of the investee company are under the automatic route under the Consolidated FDI Policy and
transfer does not attract the provisions of the SEBI Takeover Regulations,(ii) the non-resident shareholding is
within the sectoral limits under the Consolidated FDI policy, and (iii) the pricing is in accordance with the guidelines
prescribed by the SEBI/RBI.
On October 17, 2019, Ministry of Finance, Department of Economic Affairs, had notified the FEMA Rules, which had
replaced the Foreign Exchange Management (Transfer and Issue of Security by a Person Resident Outside India)
Regulations 2017. Foreign investment in this Issue shall be on the basis of the FEMA Rules. Further, in accordance with
Press Note No. 3 (2020 Series), dated April 17, 2020 issued by the DPIIT and the Foreign Exchange Management
(Non-debt Instruments) Amendment Rules, 2020 which came into effect from April 22, 2020, any investment,
subscription, purchase or sale of equity instruments by entities of a country which shares land border with India or where
the beneficial owner of an investment into India is situated in or is a citizen of any such country , will require prior
approval of the Government, as prescribed in the Consolidated FDI Policy and the FEMA Rules. Further, in the event of
transfer of ownership of any existing or future FDI in an entity in India, directly or indirectly, resulting in the beneficial
ownership falling within the aforesaid restriction/ purview, such subsequent change in the beneficial ownership will also
require approval of the Government. Pursuant to the Foreign Exchange Management (Non-debt Instruments) (Fourth
Amendment) Rules, 2020 issued on December 8, 2020, a multilateral bank or fund, of which India is a member, shall not
be treated as an entity of a particular country nor shall any country be treated as the beneficial owner of the investments
of such bank of fund in India. These investment restrictions shall also apply to subscribers of offshore derivative
instruments.
As per the Consolidated FDI Policy, read with FEMA Rules, 100% of the paid-up share capital of such company is
permitted under the automatic route in the sector in which our Company operates, however, investments under the foreign
direct investment route by entities of a country which shares land border with India or where the beneficial owner of an
investment into India is situated in or is a citizen of any such country will require prior approval of the Government of
India. Each Bidder should seek independent legal advice about its ability to participate in the Issue. In the event such
prior approval of the Government of India is required and such approval has been obtained, the Bidder shall intimate our
Company and the Registrar to the Issue in writing about such approval along with a copy thereof within the Bid/Issue
Period.
As per the existing policy of the Government of India, OCBs cannot participate in the Issue.
For further details, see ‘Issue Procedure’ on page 417.
The Equity Shares offered in the Issue have not been and will not be registered under the U.S. Securities Act or
any state securities laws in the United States, and unless so registered, may not be offered or sold within the
United States, except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the U.S. Securities Act and in accordance with any applicable U.S. state securities laws.
Accordingly, the Equity Shares are being offered and sold outside the United States in ‘offshore transactions’ in
reliance on Regulation S under the U.S. Securities Act and the applicable laws of the jurisdictions where such
offers and sales are made.
438The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other
jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any such
jurisdiction, except in compliance with the applicable laws of such jurisdiction.
The above information is given for the benefit of the Bidders. Our Company and the Book Running Lead
Manager are not liable for any amendments or modification or changes in applicable laws or regulations,
which may occur after the date of this Red Herring Prospectus. Bidders are advised to make their independent
investigations, seek independent legal advice about its liability to participate in the Issue and ensure that the
number of Equity Shares Bid for do not exceed the applicable limits under laws or regulations.
439SECTION VIII- DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF
ASSOCIATION OF OUR COMPANY
THE COMPANIES ACT, 2013
(COMPANY LIMITED BY SHARES)
ARTICLES OF ASSOCIATION***
OF
DEV ACCELERATOR LIMITED**
***The Company has Altered Articles of Association by passing Special Resolution in Annual General Meeting
dated 25th September, 2024.
**The Company has adopted new set of Articles of Association by passing Special Resolution in General Meeting
dated 12th July, 2024.
** The Name clause of the company has been changed due to Conversion of company from Private Limited to
Public Limited by Passing Special Resolution in it General Meeting dated 12th July, 2024
* The Company has Altered Article of Association Vide Special Resolution passed at the Extra Ordinary General
Meeting of Shareholders held 20th December, 2023.
This set of Articles of Association has been approved pursuant to the provisions of Section 14 of the Companies Act,
2013 and by a special resolution passed at the Extraordinary General Meeting of the Dev Accelerator Limited (the
“Company”) held on September 25, 2024.
No material clause of the Articles of Association having bearing on the Offer or the disclosures required in this Red
Herring Prospectus has been omitted.
The regulations contained in Table ‘F’ in the first schedule of the Companies Act, 2013 as amended from time to time,
in so far as they are applicable to a public limited company, will apply to the Company save in so far as they are not
inconsistent with any of the provisions contained in these Articles (both Part A and Part B). Any exemptions or privileges
whereby provisions of any section of the Companies Act, 2013 or rules made thereunder is/are not applicable to a private
limited company as may be notified from time to time (including without limitations, relaxations/exemptions to private
companies vide notification No. G.S.R. 464(E) dated 5th June, 2015 and notification No. G.S.R. 583(E) dated 13th June
2017), then to that extent these Articles are deemed to have such exemptions and privileges and, such exempted section
or sections or rules shall not apply to the Company.
PART A
Interpretation
1. In the interpretation of these Articles, the following expressions shall have the following meanings, unless repugnant
to the subjects or context
a. “Articles” means the articles of association of the Company as originally framed or as altered from time to
time or applied in pursuance of any previous company law or of the Act
b. “the Act” means the Companies Act, 2013, as amended, modified, supplemented or re-enacted from time to
time together with the rules, circulars and notifications thereunder , as amended, modified, supplemented or
re-enacted from time to time;
c. “the seal” means the common seal of the Company; and
d. “Company” means Dev Accelerator Limited.
e. “Depository” means a depository, as defined in clause (e) of sub-section (1) of Section 2 of the Depositories
Act, 1996 and a company formed and registered under the Companies Act, 2013 and which has been granted
a certificate of registration under sub-section (1A) of Section 12 of the Securities and Exchange Board of India
Act, 1992.
f. “Electronic Mode” means carrying out electronically based, whether main server is installed in India or not,
including, but not limited to
440i business to business and business to consumer transactions, data interchange and other digital supply
transactions;
ii offering to accept deposits or inviting deposits or accepting deposits or subscriptions in securities, in
India or from citizens of India;
iii financial settlements, web based marketing, advisory and transactional services, database services and
products, supply chain management;
iv online services such as telemarketing, telecommuting, telemedicine, education and information research;
and all related data communication services;
v facsimile telecommunication when directed to the facsimile number or electronic mail directed to
electronic mail address, using any electronic communication mechanism that the message so sent,
received or forwarded is storable and retrievable;
vi posting of an electronic message board or network that the Company or the officer has designated for
such communications, and which transmission shall be validly delivered upon the posting;
vii other means of electronic communication, in respect of which the Company or the officer has put in place
reasonable systems to verify that the sender is the person purporting to send the transmission; and
viii video conferencing, audio- visual mode, net conferencing and/or any other electronic communication
facility.
g. “Member” or “Shareholder” means member in pursuance of Section 2(55) of the Act.
2. Unless the context otherwise requires, words or expressions contained in these regulations shall bear the same
meaning as in the Act or any statutory modification thereof in force at the date at which these regulations become
binding on the company.
Share capital and variation of rights
II 1. Subject to the provisions of the Act and these Articles, the shares in the capital of the Company shall be under the
control of the Directors who may issue, allot or otherwise dispose of the same or any of them to such persons, in
such proportion and on such terms and conditions and either at a premium or at par and at such time as they may
from time to time think fit.
2. (i) Every person whose name is entered as a member in the register of members shall be entitled to receive within
two months after incorporation, in case of subscribers to the memorandum or after allotment or within one month
after the application for the registration of transmission, sub-division, consolidation or renewal of any of its shares
as the case may be or within such other period as the conditions of issue shall be provided,-
a. one certificate for all his shares without payment of any charges; or
b. several certificates, each for one or more of his shares, upon payment of twenty rupees for each certificate
after the first.
(ii) Every certificate shall be under the signature of any two directors and shall specify the shares to which it relates and
the amount paid - up thereon:
(iii) In respect of any share or shares held jointly by several persons, the Company shall not be bound to issue more than
one certificate, and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to
all such holders.
3. A person subscribing to the securities (including shares) offered by the Company shall have the option either to
receive certificates for such shares or hold the shares in a dematerialized state with a depository, in which event the
rights and obligations of the parties concerned, and matters connected therewith or incidental thereof, shall be
governed by the provisions of the Depositories Act, 1996 as amended from time to time, or any statutory
modification thereto or re-enactment thereof, the Securities and Exchange Board of India (Depositories and
Participants) Regulations, 2018 and other applicable laws. Where a person opts to hold any share with the
441depository, the Company shall intimate such depository the details of allotment of the share to enable the depository
to enter in its records the name of such person as the beneficial owner of that share.
4. The Company shall also maintain a register and index of beneficial owners in accordance with all applicable
provisions of the Companies Act, 2013 and the Depositories Act, 1996 with details of shares held in dematerialized
form in any medium as may be permitted by law including in any form of electronic medium.
5. Notwithstanding anything to the contrary or inconsistent contained in these Articles, the Company shall be entitled
to dematerialise its existing securities, rematerialise its securities held in Depositories and/or offer its fresh securities
in the dematerialised form pursuant to the Depositories Act, 1996 and the regulations framed thereunder, if any.
6. All securities held by a Depository shall be dematerialized and held in electronic form. No certificate shall be issued
for the securities held by the Depository.
7. Except as ordered by a court of competent jurisdiction or by applicable law required and subject to the provisions
of the Act, the Company shall be entitled to treat the person whose name appears on the applicable register as the
holder of any security or whose name appears as the beneficial owner of any security in the records of the Depository
as the absolute owner thereof and accordingly shall not be bound to recognize any benami trust or equity, equitable
contingent, future, partial interest, other claim to or interest in respect of such securities or (except only as by these
Articles otherwise expressly provided) any right in respect of a security other than an absolute right thereto in
accordance with these Articles, on the part of any other person whether or not it has expressed or implied notice
thereof but the Board shall at their sole discretion register any security in the joint names of any two or more persons
or the survivor or survivors of them.
8. The Company shall cause to be kept a register and index of Members with details of securities held in materialised
and dematerialised forms in any media as may be permitted by law including any form of electronic media in
accordance with all applicable provisions of the Companies Act, 2013 and the Depositories Act, 1996. The register
and index of beneficial owners maintained by a Depository under the Depositories Act, 1996 shall be deemed to be
a register and index of Members for the purposes of this Act. The Company shall have the power to keep in any
state or country outside India, a branch Register of Members, of Members resident in that state or country.
9. (i) If any share certificate be worn out, defaced, mutilated or torn or if there be no further space on the back for
endorsement of transfer, then upon production and surrender thereof to the Company, a new certificate may be
issued in lieu thereof, and if any certificate is lost or destroyed then upon proof thereof to the satisfaction of the
Company and on execution of such indemnity as the Company deem adequate, a new certificate in lieu thereof shall
be given. Every Certificate under the Article shall be issued without payment of fees if the Directors so decide, or
on payment of such fees (not exceeding Rs.2/- for each certificate) as the Directors shall prescribe. Provided that
no fee shall be charged for issue of new certificates in replacement of those which are old, defaced or worn out or
where there is no further space on the back thereof for endorsement of transfer.
Provided that notwithstanding what is stated above the Directors shall comply with such Rules or Regulation or
requirements of any Stock Exchange or the Rules made under the Act or the rules made under Securities Contracts
(Regulation) Act, 1956, or any other Act, or rules applicable in this behalf.
The provisions of this Article shall mutatis mutandis apply to issue of certificates for any other securities including
debentures (except where the Act otherwise requires) of the Company.
10. Except as required by law, no person shall be recognized by the Company as holding any share upon any trust, and
the Company shall not be bound by, or be compelled in any way to recognize (even when having notice thereof)
any equitable, contingent, future or partial interest in any share, or any interest in any fractional part of a share, or
(except only as by these regulations or by law otherwise provided) any other rights in respect of any share except
an absolute right to the entirety thereof in the registered holder.
11. (i) The Company may exercise the powers of paying commissions conferred by sub-section (6) of section 40,
provided that the rate per cent. Or the amount of the commission paid or agreed to be paid shall be disclosed in the
manner required by that section and rules made thereunder.
(ii) The rate or amount of the commission shall not exceed the rate or amount prescribed in rules made under sub-
section (6) of section 40.
442(iii) The commission may be satisfied by the payment of cash or the allotment of fully or partly paid shares or
partly in the one way and partly in the other.
12. (i) If at any time the share capital is divided into different classes of shares, the rights attached tony class (unless
otherwise provided by the terms of issue of the shares of that class) may, subject to the provisions of section
48, and whether or not the Company is being wound up, be varied with the consent in writing of the holders
of three-fourths of the issued shares of that class, or with the sanction of a special resolution passed at a separate
meeting of the holders of the shares of that class.
(ii) To every such separate meeting, the provisions of these regulations relating to general meetings shall mutatis
mutandis apply, but so that the necessary quorum shall be at least two persons holding at least one-third of the
issued shares of the class in question.
13. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless
otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation
or issue of further shares ranking pari passu therewith.
14. Subject to the provisions of Section 62 of the Act and these Articles, the shares in the capital of the company for
the time being shall be under the control of the Directors who may issue, allot or otherwise dispose of the same or
any of them to such persons, in such proportion and on such terms and conditions and either at a premium or at par
and at such time as they may from time to time think fit and with the sanction of the company in the General Meeting
to give to any person or persons the option or right to call for any shares either at par or premium during such time
and for such consideration as the Directors think fit, and may issue and allot shares in the capital of the company
on payment in full or part of any property sold and transferred or for any services rendered to the company in the
conduct of its business and any shares which may so be allotted may be issued as fully paid up shares and if so
issued, shall be deemed to be fully paid shares. Provided that option or right to call of shares shall not be given to
any person or persons without the sanction of the company in the General Meeting.
15. Subject to the provisions of section 55, any preference shares may, with the sanction of an ordinary resolution, be
issued on the terms that they are to be redeemed on such terms and in such manner as the Company before the issue
of the shares may, by special resolution, determine.
16. (1) Where at any time, the Company proposes to increase its subscribed capital by issue of further shares, either
out of the unissued capital or the increased share capital, such shares shall be offered:
(a) to persons who, at the date of offer, are holders of Equity Shares of the Company, in proportion as near
as circumstances admit, to the share capital paid up on those shares by sending a letter of offer on the
following conditions:
i the aforesaid offer shall be made by a notice specifying the number of shares offered and limiting
a time not being less than fifteen days or such lesser number of days as may be prescribed under
Section 62 of the Companies Act, 2013 and rules made thereunder and not exceeding thirty days
from the date of the offer within which the offer, if not accepted, will be deemed to have been
declined
ii unless the articles of the Company otherwise provide, the aforesaid offer shall be deemed to include
a right exercisable by the person concerned to renounce the shares offered to him or any of them in
favour of any other person and the notice referred above shall contain a statement of this right; and
iii after the expiry of the time specified in the aforesaid notice or on receipt of earlier intimation from
the person to whom such notice is given that he declines to accept the shares offered, the Board of
Directors may dispose of them in such manner which is not disadvantageous to the shareholders
and the Company; or
(b) to employees under any scheme of employees’ stock option, subject to a special resolution passed by the
Company and subject to the conditions as specified under the Act and Rules thereunder; or
(c) to any persons, if it is authorized by a special resolution passed by the Company in a General Meeting,
whether or not those persons include the persons referred to above, either for cash or for consideration
other than cash, if the price of such shares is determined by the valuation report of a registered valuer
subject to such conditions as may be prescribed in the Act and rules made thereunder.
443The notice referred above shall be dispatched through registered post or speed post or through electronic mode
to all the existing Members at least 3 (three) days before the opening of the issue.
(2) Nothing in this Article shall apply to the increase of the subscribed capital of the Company caused by the
exercise of an option as a term attached to the debentures issued or loans raised by the Company to convert
such debenture or loans into shares in the Company.
Provided that the terms of issue of such debentures or loan containing such an option have been approved
before the issue of such debenture or the raising of loan by a special resolution passed by the Company in
general meeting.
(3) Notwithstanding anything contained in this Article, where any debentures have been issued, or loan has been
obtained from any government by the Company, and if that government considers it necessary in the public
interest so to do, it may, by order, direct that such debentures or loans or any part thereof shall be converted
into shares in the Company on such terms and conditions as appear to the Government to be reasonable in the
circumstances of the case even if terms of the issue of such debentures or the raising of such loans do not
include a term for providing for an option for such conversion:
Provided that where the terms and conditions of such conversion are not acceptable to the Company, it may,
within sixty days from the date of communication of such order, appeal to National Company Law Tribunal
which shall after hearing the Company and the Government pass such order as it deems fit.
In determining the terms and conditions of conversion in terms of the above provision, the Government shall
have due regard to the financial position of the company, the terms of issue of debentures or loans, as the case
may be, the rate of interest payable on such debentures or loans and such other matters as it may consider
necessary.
Where the Government has, by an order made in terms of the above provision, directed that any debenture or
loan or any part thereof shall be converted into shares in a company and where no appeal has been preferred
to the Tribunal in terms of the above provision or where such appeal has been dismissed, the memorandum of
such company shall, stand altered and the authorized share capital of such company shall stand increased by
an amount equal to the amount of the value of shares which such debentures or loans or part thereof has been
converted into.
(4) A further issue of shares may be made in any manner whatsoever as the Board may determine including by
way of preferential offer or private placement, subject to and in accordance with the Act and the Rules.
17. Any debentures, debenture-stock or other securities may be issued at a discount, premium or otherwise and may be
issued on condition that they shall be convertible into shares of any denomination and with any privileges and
conditions as to redemption, surrender, drawing, allotment of shares, attending (but not voting) at the General
Meeting, appointment of Directors and otherwise. Debentures with the right to conversion into or allotment of
shares shall be issued only with the consent of the Company in the General Meeting by a Special Resolution.
444Lien
18. (i) The Company shall have a first and paramount lien-
(a) on every share (not being a fully paid share), for all monies (whether presently payable or not) called, or
payable at a fixed time, in respect of that share; and
(b) on all shares (not being fully paid shares) standing registered in the name of a single person, for all
monies presently payable by him or his estate to the Company:
Provided that the Board of directors may at any time declare any share to be wholly or in part exempt from
the provisions of this Article.
(ii) The Company's lien, if any, on a share shall extend to all dividends payable and bonuses declared from time
to time in respect of such shares.
19. The Company may sell, in such manner as the Board thinks fit, any shares on which the Company has a lien:
Provided that no sale shall be made-
(a) unless a sum in respect of which the lien exists is presently payable; or
(b) until the expiration of days after a notice in writing stating and demanding payment of such part of the amount
in respect of which the lien exists as is presently payable, has been given to the registered holder for the time
being of the share or the person entitled thereto by reason of his death or insolvency.
20. (i) To give effect to any such sale, the Board may authorize some person to transfer the shares sold to the
purchaser thereof.
(ii) The purchaser shall be registered as the holder of the shares comprised in any such transfer.
(iii) The purchaser shall not be bound to see to the application of the purchase money, nor shall his title to the
shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.
21. (i) The proceeds of the sale shall be received by the Company and applied in payment of such part of the amount
in respect of which the lien exists as is presently payable.
(ii) The residue, if any, shall, subject to a like lien for sums not presently payable as existed upon the shares before
the sale, be paid to the person entitled to the shares at the date of the sale.
22. The fully paid-up shares of the Company shall be free from all lien. In the case of partly paid shares, the Company's
lien, if any, will be restricted to moneys called or payable at a fixed time in respect of such shares.
Calls on shares
23. (i) The Board may, from time to time, make calls upon the members in respect of any monies unpaid on their
shares (whether on account of the nominal value of the shares or by way of premium) and not by the conditions
of allotment thereof made payable at fixed times:
Provided that no call shall exceed one-fourth of the nominal value of the share or be payable at less than one
month from the date fixed for the payment of the last preceding call.
(ii) Each member shall, subject to receiving at least fourteen days' notice specifying the time or times and place
of payment, pay to the Company, at the time or times and place so specified, the amount called on his shares.
(iii) A call may be revoked or postponed at the discretion of the Board.
24. A call shall be deemed to have been made at the time when the resolution of the Board authorizing the call was
passed and may be required to be paid by instalments.
44525. The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.
26. (i) If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person
from whom the sum is due shall pay interest thereon from the day appointed for payment thereof to the time
of actual payment at ten per cent. per annum or at such lower rate, if any, as the Board may determine.
(ii) The Board shall be at liberty to waive payment of any such interest wholly or in part.
27. (i) Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed date, whether
on account of the nominal value of the share or by way of premium, shall, for the purposes of these regulations,
be deemed to be a call duly made and payable on the date on which by the terms of issue such sum becomes
payable.
(ii) In case of non-payment of such sum, all the relevant provisions of these regulations as to payment of interest
and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly
made and notified.
28. The Board-
(a) may, if it thinks fit, receive from any member willing to advance the same, all or any part of the monies
uncalled and unpaid upon any shares held by him; and
(b) upon all or any of the monies so advanced, may (until the same would, but for such advance, become presently
payable) pay interest at such rate not exceeding, unless the Company in general meeting shall otherwise direct,
twelve per cent. per annum, as may be agreed upon between the Board and the member paying the sum in
advance.
29. The Directors may, if they think fit, subject to the provisions of Section 50 of the Act, agree to and receive from
any member willing to advance the same whole or any part of the moneys due upon the shares held by him beyond
the sums actually called for, and upon the amount so paid or satisfied in advance, or so much thereof as from time
to time exceeds the amount of the calls then made upon the shares in respect of which such advance has been made,
the company may pay interest at such rate, as the member paying such sum in advance and the Directors agree upon
provided that money paid in advance of calls shall not confer a right to participate in profits or dividend. The
Directors may at any time repay the amount so advanced.
The members shall not be entitled to any voting rights in respect of the moneys so paid by him until the same would
but for such payment, become presently payable.
The provisions of these Articles shall mutatis mutandis apply to the calls on debentures of the company.
Transfer of shares
30. (i) The instrument of transfer of any share in the Company shall be executed by or on behalf of both the transferor
and transferee.
(ii) The Company shall keep a “Register of Transfers” and therein shall be fairly and distinctly entered the
particulars of every transfer or transmission of any share. The transferor shall be deemed to remain a holder
of the share until the name of the transferee is entered in the register of members in respect thereof.
31. The Board may, subject to the right of appeal conferred by section 58 decline to register--
(a) the transfer of a share, not being a fully paid share, to a person of whom they do not approve; or
(b) any transfer of shares on which the Company has a lien.
32. The Board may decline to recognize any instrument of transfer unless-
(i) the instrument of transfer is in the form as prescribed in rules made under sub-section (1) of section 56;
(ii) the instrument of transfer is accompanied by the certificate of the shares to which it relates, and such other
evidence as the Board may reasonably require to show the right of the transferor to make the transfer; and
446(iii) the instrument of transfer is in respect of only one class of shares.
33. On giving not less than seven days' previous notice in accordance with section 91 and rules made thereunder, the
registration of transfers may be suspended at such times and for such periods as the Board may from time to time
determine:
Provided that such registration shall not be suspended for more than thirty days at any one time or for more than
forty-five days in the aggregate in any year.
34. The instrument of transfer of any share or debenture shall be in writing and all the provisions of Section 56 and
statutory modification thereof including other applicable provisions of the Act shall be duly complied with in respect
of all transfers of shares or debenture and registration thereof.
The instrument of transfer shall be in a common form approved by the Exchange;
35. Shares or other securities of any Member shall be freely transferable, provided that any contract or arrangement
between two or more persons in respect of transfer of securities shall be enforceable as a contract.
36. In respect of any transfer of shares registered in accordance with the provisions of these Articles, the Board may, at
its discretion, direct an endorsement of the transfer and the name of the transferee and other particulars on the
existing share certificate and authorize any Director or Officer of the Company to authenticate such endorsement
on behalf of the Company or direct the issue of a fresh share certificate, in lieu of and in cancellation of the existing
certificate in the name of the transferee.
37. Subject to the provisions of Section 58 of the Act and Section 22A of the Securities Contracts (Regulation) Act,
1956, the Directors may, decline to register –
(a) any transfer of shares on which the company has a lien.
That registration of transfer shall however not be refused on the ground of the transferor being either alone or jointly
with any other person or persons indebted to the Company on any account whatsoever;
Nothing in Section 56 of the Act shall prejudice this power to refuse to register the transfer of, or the transmission
by operation of law of the rights to, any shares or interest of a member in or debentures of the Company.
Transmission of shares
38. (i) On the death of a member, the survivor or survivors where the member was a joint holder, and his nominee or
nominees or legal representatives where he was a sole holder, shall be the only persons recognized by the
Company as having any title to his interest in the shares.
(ii) Nothing in Article 26(i) shall release the estate of a deceased joint holder from any liability in respect of any
share which had been jointly held by him with other persons.
39. (i) Any person becoming entitled to a share in consequence of the death or insolvency of member may, upon such
evidence being produced as may from time to time properly be required by the Board and subject as hereinafter
provided, elect, either-(a) to be registered himself as holder of the share; or (b) to make such transfer of the
share as the deceased or insolvent member could have made.
(ii) The Board shall, in either case, have the same right to decline or suspend registration as it would have had, if
the deceased or insolvent member had transferred the share before his death or insolvency.
40. (i) If the person so becoming entitled shall elect to be registered as holder of the share himself, he shall deliver or
send to the Company a notice in writing signed by him stating that he so elects.
(ii) If the person aforesaid shall elect to transfer the share, he shall testify his election by executing a transfer of
the share.
(iii) All the limitations, restrictions and provisions of these regulations relating to the right to transfer and the
registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death
or insolvency of the member had not occurred and the notice or transfer were a transfer signed by that member.
44741. A person becoming entitled to a share by reason of the death or insolvency of the holder shall be entitled to the same
dividends and other advantages to which he would be entitled if he were the registered holder of the share, except
that he shall not, before being registered as a member in respect of the share, be entitled in respect of it to exercise
any right conferred by membership in relation to meetings of the Company:
Provided that the Board may, at any time, give notice requiring any such person to elect either to be registered
himself or to transfer the share, and if the notice is not complied with within ninety days, the Board may thereafter
withhold payment of all dividends, bonuses or other monies payable in respect of the share, until the requirements
of the notice have been complied with.
Forfeiture of shares
42. If a member fails to pay any call, or instalment of a call, on the day appointed for payment thereof, the Board may,
at any time thereafter during such time as any part of the call or instalment remains unpaid, serve a notice on him
requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have
accrued.
43. The notice aforesaid shall-
(a) name a further day (not being earlier than the expiry of fourteen days from the date of service of the notice)
on or before which the payment required by the notice is to be made; and
(b) state that, in the event of non-payment on or before the day so named, the shares in respect of which the call
was made shall be liable to be forfeited.
44. If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the notice
has been given may, at any time thereafter, before the payment required by the notice has been made, be forfeited
by a resolution of the Board to that effect.
45. (i) A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Board thinks
fit.
(ii) At any time before a sale or disposal as aforesaid, the Board may cancel the forfeiture on such terms as it
thinks fit.
46. (i) A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares, but
shall, notwithstanding the forfeiture, remain liable to pay to the Company all monies which, at the date of
forfeiture, were presently payable by him to the Company in respect of the shares.
(ii) The liability of such person shall cease if and when the Company shall have received payment in full of all
such monies in respect of the shares.
47. (i) A duly verified declaration in writing that the declarant is a director, the manager or the secretary, of the
Company, and that a share in the Company has been duly forfeited on a date stated in the declaration, shall be
conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share;
(ii) The Company may receive the consideration, if any, given for the share on any sale or disposal thereof and
may execute a transfer of the share in favour of the person to whom the share is sold or disposed of;
(iii) The transferee shall thereupon be registered as the holder of the share; and
(iv) The transferee shall not be bound to see to the application of the purchase money, if any, nor shall his title to
the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or
disposal of the share.
48. The provisions of these regulations as to forfeiture shall apply in the case of non-payment of any sum which, by the
terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the share or
by way of premium, as if the same had been payable by virtue of a call duly made and notified.
Alteration of capital
49. The Company may, from time to time, by ordinary resolution increase the share capital by such sum, to be divided
into shares of such amount, as may be specified in the resolution.
44850. Subject to the provisions of section 61, the Company may, by ordinary resolution,--
(a) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;
(b) convert all or any of its fully paid-up shares into stock, and reconvert that stock into fully paid-up shares of
any denomination;
(c) sub-divide its existing shares or any of them into shares of smaller amount than is fixed byte memorandum;
(d) cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken
by any person.
51. Where shares are converted into stock,--
(a) the holders of stock may transfer the same or any part thereof in the same manner as, and subject to the same
regulations under which, the shares from which the stock arose might before the conversion have been
transferred, or as near thereto as circumstances admit:
Provided that the Board may, from time to time, fix the minimum amount of stock transferable, so, however, that
such minimum shall not exceed the nominal amount of the shares from which the stock arose.
(b) the holders of stock shall, according to the amount of stock held by them, have the same rights, privileges and
advantages as regards dividends, voting at meetings of the Company, and other matters, as if they held the
shares from which the stock arose; but no such privilege or advantage (except participation in the dividends
and profits of the Company and in the assets on winding up) shall be conferred by an amount of stock which
would not, if existing in shares, have conferred that privilege or advantage.
(c) Such of the Articles of the Company as are applicable to paid-up shares shall apply to stock and the words
"share" and "shareholder" in those regulations shall include "stock" and "stock-holder" respectively.
52. The Company may, by special resolution, reduce in any manner and with, and subject to, any incident authorised
and consent required by law,--
(a) its share capital;
(b) any capital redemption reserve account; or
(c) any share premium account.
Capitalisation of profits
53. (i) The Company in general meeting may, upon the recommendation of the Board, resolve-
(a) that it is desirable to capitalise any part of the amount for the time being standing to the credit of any of
the Company's reserve accounts, or to the credit of the profit and loss account, or otherwise available for
distribution; and
(b) that such sum be accordingly set free for distribution in the manner specified in Article 41(ii) amongst
the members who would have been entitled thereto, if distributed by way of dividend and in the same
proportions.
(ii) The sum aforesaid shall not be paid in cash but shall be applied, subject to the provision contained in Article
(iii), either in or towards—
(a) paying up any amounts for the time being unpaid on any shares held by such members respectively;
(b) paying up in full, unissued shares of the Company to be allotted and distributed, credited as fully paid-
up, to and amongst such members in the proportions aforesaid;
(c) partly in the way specified in sub-Article 41(ii)(a) and partly in that specified in sub - Article 41(ii)(b);
449(d) A securities premium account and a capital redemption reserve account may, for the purposes of this
regulation, be applied in the paying up of unissued shares to be issued to members of the Company as
fully paid bonus shares;
(e) The Board shall give effect to the resolution passed by the Company in pursuance of this regulation.
54. (i) Whenever such a resolution as aforesaid shall have been passed, the Board shall--
(a) make all appropriations and applications of the undivided profits resolved to be capitalized thereby, and
all allotments and issues of fully paid shares if any; and
(b) Generally do all acts and things required to give effect thereto.
(ii) The Board shall have power—
(a) to make such provisions, by the issue of fractional certificates or by payment in cash or otherwise as it
thinks fit, for the case of shares becoming distributable in fractions; and
(b) to authorize any person to enter, on behalf of all the members entitled thereto, into an agreement with the
Company providing for the allotment to them respectively, credited as fully paid-up, of any further shares
to which they may be entitled upon such capitalization, or as the case may require, for the payment by
the Company on their behalf, by the application thereto of their respective proportions of profits resolved
to be capitalized, of the amount or any part of the amounts remaining unpaid on their existing shares;
(iii) Any agreement made under such authority shall be effective and binding on such members.
Buy-back of shares
55. Notwithstanding anything contained in these articles but subject to the provisions of sections 68 to 70 and any other
applicable provision of the Act or any other law for the time being in force, the Company may purchase its own
shares or other specified securities.
General meetings
56. All general meetings other than annual general meeting shall be called extraordinary general meeting.
57. (i) The Board may, whenever it thinks fit, call an extraordinary general meeting.
(ii) If at any time directors capable of acting who are sufficient in number to form a quorum are not within India,
any director or any two members of the Company may call an extraordinary general meeting in the same
manner, as nearly as possible, as that in which such a meeting may be called by the Board.
Proceedings at general meetings
58. (i) No business shall be transacted at any general meeting unless a quorum of members is present at the time
when the meeting proceeds to business.
(ii) Save as otherwise provided herein, the quorum for the general meetings shall be as provided in section 103.
59. The chairperson, if any, of the Board shall preside as Chairperson at every general meeting of the Company.
60. If there is no such Chairperson, or if he is not present within fifteen minutes after the time appointed for holding the
meeting, or is unwilling to act as chairperson of the meeting, the directors present shall elect one of their members
to be Chairperson of the meeting.
61. If at any meeting no director is willing to act as Chairperson or if no director is present within fifteen minutes after
the time appointed for holding the meeting, the members present shall choose one of their members to be
Chairperson of the meeting.
450Adjournment of meeting
62. (i) The Chairperson may, with the consent of any meeting at which a quorum is present, and shall, if so directed
by the meeting, adjourn the meeting from time to time and from place to place.
(ii) No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting
from which the adjournment took place.
(iii) When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the
case of an original meeting.
(iv) Save as aforesaid, and as provided in section 103 of the Act, it shall not be necessary to give any notice of an
adjournment or of the business to be transacted at an adjourned meeting.
Voting rights
63. Subject to any rights or restrictions for the time being attached to any class or classes of shares,-
(a) on a show of hands, every member present in person shall have one vote; and
(b) on a poll, the voting rights of members shall be in proportion to his share in the paid-up equity share capital
of the Company.
64. A member may exercise his vote at a meeting by electronic means in accordance with section 108 and shall vote
only once.
65. (i) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be
accepted to the exclusion of the votes of the other joint holders.
(ii) For this purpose, seniority shall be determined by the order in which the names stand in the register of
members.
66. A member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in
lunacy, may vote, whether on a show of hands or on a poll, by his committee or other legal guardian, and any such
committee or guardian may, on a poll, vote by proxy.
67. Any business other than that upon which a poll has been demanded may be proceeded with, pending the taking of
the poll.
68. No member shall be entitled to vote at any general meeting unless all calls or other sums presently payable by him
in respect of shares in the Company have been paid.
69. (i) No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at
which the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid
for all purposes.
(ii) Any such objection made in due time shall be referred to the Chairperson of the meeting, whose decision shall
be final and conclusive.
Proxy
70. The instrument appointing a proxy and the power-of-attorney or other authority, if any, under which it is signed or
a notarized copy of that power or authority, shall be deposited at the registered office of the Company not less than
48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument
proposes to vote, or, in the case of a poll, not less than 24 hours before the time appointed for the taking of the poll;
and in default the instrument of proxy shall not be treated as valid.
71. An instrument appointing a proxy shall be in the form as prescribed in the rules made under section 105.
72. A vote given in accordance with the terms of an instrument of proxy shall be valid, notwithstanding the previous
death or insanity of the principal or the revocation of the proxy or of the authority under which the proxy was
executed, or the transfer of the shares in respect of which the proxy is given:
451Provided that no intimation in writing of such death, insanity, revocation or transfer shall have been received by the
Company at its office before the commencement of the meeting or adjourned meeting at which the proxy is used.
Board of Directors
73. The First Director of the company were:
1. Mr. Jaimin Jagdishbhai Shah (Nominee of Dev Information Technology Limited)
2. Mr. Bhavik Jayantibhai Patel (Nominee of Parashwanath Land Organisers LLP) (resigned from Director w.e.f.
15/02/2021)
3. Mr. Umesh Satishkumar Uttamchandani
4. Mr. Rushit Shardulkumar Shah
5. Mr. Parth Naimeshbhai Shah
74. (i) The remuneration of the directors shall, in so far as it consists of a monthly payment, be deemed to accrue
from day-to-day.
(ii) In addition to the remuneration payable to them in pursuance of the Act, the directors maybe paid all travelling,
hotel and other expenses properly incurred by them—
(a) in attending and returning from meetings of the Board of Directors or any committee thereof or general
meetings of the Company; or
(b) in connection with the business of the Company.
75. The Board may pay all expenses incurred in getting up and registering the Company.
76. The Company may exercise the powers conferred on it by section 88 with regard to the keeping of foreign register;
and the Board may (subject to the provisions of that section) make and vary such regulations as it may think fit
respecting the keeping of any such register.
77. All cheques, promissory notes, drafts, hundis, bills of exchange and other negotiable instruments, and all receipts
for monies paid to the Company, shall be signed, drawn, accepted, endorsed, or otherwise executed, as the case may
be, by such person and in such manner as the Board shall from time to time by resolution determine.
78. Every director present at any meeting of the Board or of a committee thereof shall sign his name in a book to be
kept for that purpose.
79. (i) Subject to the provisions of section 149, the Board shall have power at any time, and from time to time, to appoint
a person as an additional director, provided the number of the directors and additional directors together shall not
at any time exceed the maximum strength fixed for the Board by the Articles.
(ii) Such person shall hold office only up to the date of the next annual general meeting of the Company but shall be
eligible for appointment by the Company as a director at that meeting subject to the provisions of the Act.
79.1. Dev Information Technology Limited shall have the right to nominate and appoint Mr. Jaimin Jagdishbhai Shah as
its nominee Director on the Board of Directors of the Company (such nominee director hereinafter referred to as
“Nominee Director”).
Provided further that the right to appoint the Nominee Director shall be subject to the approval of the shareholders
of the Company by way of a special resolution, in the first general meeting of the shareholders which is convened
after the date on which the Equity Shares of the Company are listed on a recognized stock exchanges in India
pursuant to the Issue.
The Board shall also contain such number of whole-time directors, non-executive directors and independent
directors as may be required under the regulations prescribed by SEBI, the Companies Act, 2013 and other
applicable law.
452Proceedings of the Board
80. (i) The Board of Directors may meet for the conduct of business, adjourn and otherwise regulate its meetings, as
it thinks fit.
(ii) A director may, and the manager or secretary on the requisition of a director shall, at any time, summon a
meeting of the Board.
81. (i) Save as otherwise expressly provided in the Act, questions arising at any meeting of the Board shall be decided
by a majority of votes.
(ii) In case of an equality of votes, the Chairperson of the Board, if any, shall have a second or casting vote.
82. The continuing directors may act notwithstanding any vacancy in the Board; but, if and so long as their number is
reduced below the quorum fixed by the Act for a meeting of the Board, the continuing directors or director may act
for the purpose of increasing the number of directors to that fixed for the quorum, or of summoning a general
meeting of the Company, but for no other purpose.
83. (i) The Board may elect a Chairperson of its meetings and determine the period for which he is to hold office.
(ii) If no such Chairperson is elected, or if at any meeting the Chairperson is not present within five minutes after
the time appointed for holding the meeting, the directors present may choose one of their number to be
Chairperson of the meeting.
84. (i) The Board may, subject to the provisions of the Act, delegate any of its powers to committees consisting of
such member or members of its body as it thinks fit.
(ii) Any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that
may be imposed on it by the Board.
85. (i) A committee may elect a Chairperson of its meetings.
(ii) If no such Chairperson is elected, or if at any meeting the Chairperson is not present within five minutes after
the time appointed for holding the meeting, the members present may choose one of their members to be
Chairperson of the meeting.
86. (i) A committee may meet and adjourn as it thinks fit.
(ii) Questions arising at any meeting of a committee shall be determined by a majority of votes of the members
present, and in case of an equality of votes, the Chairperson shall have a second or casting vote.
87. All acts done in any meeting of the Board or of a committee thereof or by any person acting as a director, shall,
notwithstanding that it may be afterwards discovered that there was some defect in the appointment of any one or
more of such directors or of any person acting as aforesaid, or that they or any of them were disqualified, be as valid
as if every such director or such person had been duly appointed and was qualified to be a director.
88. Save as otherwise expressly provided in the Act, a resolution in writing, signed by all the members of the Board or
of a committee thereof, for the time being entitled to receive notice of a meeting of the Board or committee, shall
be valid and effective as if it had been passed at a meeting of the Board or committee, duly convened and held.
Chief Executive Officer, Manager, Company Secretary or Chief Financial Officer
89. Subject to the provisions of the Act,-
(i) A chief executive officer, manager, company secretary or chief financial officer may be appointed by the
Board for such term, at such remuneration and upon such conditions as it may thinks fit; and any chief
executive officer, manager, company secretary or chief financial officer so appointed may be removed by
means of a resolution of the Board;
(ii) A director may be appointed as chief executive officer, manager, company secretary or chief financial officer.
45390. A provision of the Act or these regulations requiring or authorising a thing to be done by or to a director and chief
executive officer, manager, company secretary or chief financial officer shall not be satisfied by its being done by
or to the same person acting both as director and as, or in place of, chief executive officer, manager, company
secretary or chief financial officer.
The Seal
91. (i) The Board shall provide for the safe custody of the seal.
(ii) The seal of the Company shall not be affixed to any instrument except by the authority of resolution of the
Board or of a committee of the Board authorized by it in that behalf, and except in the presence of at least two
directors and of the secretary or such other person as the Board may appoint for the purpose; and those two
directors and the secretary or other person aforesaid shall sign every instrument to which the seal of the
Company is so affixed in their presence.
[Explanation.- : For the purposes of this sub-paragraph it is hereby clarified that on and from the commencement of
the Companies (Amendment) Act, 2015 (21 of 2015), i.e. with effect from the 29th May, 2015, company may not
be required to have the seal by virtue of registration under the Act and if a company does not have the seal, the
provisions of this subparagraph shall not be applicable.]
Dividends and Reserve
92. The Company in general meeting may declare dividends, but no dividend shall exceed the amount recommended
by the Board.
93. Subject to the provisions of section 123, the Board may from time to time pay to the members such interim dividends
as appear to it to be justified by the profits of the Company.
94. (i) The Board may, before recommending any dividend, set aside out of the profits of the Company such sums as
it thinks fit as a reserve or reserves which shall, at the discretion of the Board, be applicable for any purpose
to which the profits of the Company may be properly applied, including provision for meeting contingencies
or for equalizing dividends; and pending such application, may, at the like discretion, either be employed in
the business of the Company or be invested in such investments (other than shares of the Company) as the
Board may, from time to time, thinks fit.
(ii) The Board may also carry forward any profits which it may consider necessary not to divide, without setting
them aside as a reserve.
95. (i) Subject to the rights of persons, if any, entitled to shares with special rights as to dividends, all dividends shall
be declared and paid according to the amounts paid or credited as paid on the shares in respect whereof the
dividend is paid, but if and so long as nothing is paid upon any of the shares in the Company, dividends may
be declared and paid according to the amounts of the shares.
(ii) No amount paid or credited as paid on a share in advance of calls shall be treated for the purposes of this
regulation as paid on the share.
(iii) All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the
shares during any portion or portions of the period in respect of which the dividend is paid; but if any share is
issued on terms providing that it shall rank for dividend as from a particular date such share shall rank for
dividend accordingly.
96. The Board may deduct from any dividend payable to any member all sums of money, if any, presently payable by
him to the Company on account of calls or otherwise in relation to the shares of the Company.
97. (i) Any dividend, interest or other monies payable in cash in respect of shares may be paid by cheque or warrant
sent through the post directed to the registered address of the holder or, in the case of joint holders, to the
registered address of that one of the joint holders who is first named on the register of members, or to such
person and to such address as the holder or joint holders may in writing direct.
(ii) Every such cheque or warrant shall be made payable to the order of the person to whom it assent.
98. Any one of two or more joint holders of a share may give effective receipts for any dividends, bonuses or other
monies payable in respect of such share.
45499. Notice of any dividend that may have been declared shall be given to the persons entitled to share therein in the
manner mentioned in the Act.
100. No dividend shall bear interest against the Company accounts.
101. (i) Where the Company has declared a dividend but which has not been paid or claimed within thirty (30) days
from the date of declaration, the Company shall, within seven (7) days from the date of expiry of the said
period of thirty (30) days, transfer the total amount of dividend which remains unpaid or unclaimed, to a
special account to be opened by the Company in that behalf in any scheduled bank subject to the applicable
provisions of the Act and the Rules made thereunder.
(ii) Any money transferred to the unpaid dividend account of the Company which remains unpaid or unclaimed
for a period of seven (7) years from the date of such transfer, shall be transferred by the Company to the
Investor Education and Protection Fund established under section 125 of the Act. Any person claiming to be
entitled to an amount may apply to the authority constituted by the Central Government for the payment of the
money claimed and the Company shall send a statement in the prescribed form of the details of such transfer
to the authority which administers the said fund and that authority shall issue a receipt to the Company as
evidence of such transfer
(iii) No unclaimed or unpaid dividend shall be forfeited by the Board until the claim becomes barred by Applicable
Laws.
(iv) The Company shall, within a period of ninety days of making any transfer of an amount under sub- section (1)
to the unpaid dividend account, prepare a statement containing the names, their last known addresses and the
unpaid dividend to be paid to each person and place it on the website of the company, if any, and also on any
other website approved by the Central Government for this purpose, in such form, manner and other particulars
as may be prescribed.
(v) If any default is made in transferring the total amount referred to in sub-section (1) or any part thereof to the
unpaid dividend account of the Company, it shall pay, from the date of such default, interest on so much of
the amount as has not been transferred to the said account, at the rate of twelve percent per annum and the
interest accruing on such amount shall ensure to the benefit of the members of the company in proportion to
the amount remaining unpaid to them
Accounts
102. (i) The Board shall from time to time determine whether and to what extent and at what times and places and
under what conditions or regulations, the accounts and books of the Company, or any of them, shall be open
to the inspection of members not being directors.
(ii) No member (not being a director) shall have any right of inspecting any account or book or document of the
Company except as conferred by law or authorized by the Board or by the Company in general meeting.
103. Statutory Registers
The Company shall keep and maintain at its registered office all statutory registers namely, register of charges,
register of members, register of debenture holders, register of any other security holders, the register and index of
beneficial owners and annual return, register of loans, guarantees, security and acquisitions, register of investments
not held in its own name and register of contracts and arrangements for such duration as the Board may, unless
otherwise prescribed, decide, and in such manner and containing such particulars as prescribed by the Act and the
Rules.
The registers and copies of annual return shall be open for inspection during business hours on all working days, at
the registered office of the Company by the persons entitled thereto on payment, where required, of such fees as
may be fixed by the Board but not exceeding the limits prescribed by the Rules.
104. Foreign Registers
The Company may exercise the powers conferred on it by the provisions of the Act with regard to the keeping of
Foreign Register of its Members or Debenture holders, and the Board may, subject to the provisions of the Act,
make and vary such regulations as it may think fit in regard to the keeping of any such Registers.
455The foreign register shall be open for inspection and may be closed, and extracts may be taken therefrom and copies
thereof may be required, in the same manner, mutatis mutandis, as is applicable to the register of members.
Winding up
105. Subject to the provisions of Chapter XX of the Act and rules made thereunder—
(i) If the Company shall be wound up, the liquidator may, with the sanction of a special resolution of the Company
and any other sanction required by the Act, divide amongst the members, in specie or kind, the whole or any
part of the assets of the Company, whether they shall consist of property of the same kind or not.
(ii) For the purpose aforesaid, the liquidator may set such value as he deems fair upon any property to be divided
as aforesaid and may determine how such division shall be carried out as between the members or different
classes of members.
(iii) The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts
for the benefit of the contributories if he considers necessary, but so that no member shall be compelled to
accept any shares or other securities whereon there is any liability.
Indemnity
106. Every officer of the Company shall be indemnified out of the assets of the company against any liability incurred
by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favor or in which
he is acquitted or in which relief is granted to him by the court or the Tribunal.
456SECTION IX - OTHER INFORMATION
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION
The copies of the following contracts which have been executed, entered into or are to be entered into by our Company
(not being contracts entered into in the ordinary course of business carried on by our Company) which are, or may be
deemed material, will be attached to the copy of this Red Herring Prospectus and the Prospectus to be filed with the RoC.
Copies of the contracts and also the documents for inspection referred to hereunder, may be inspected at our Registered
Office, between 10.00 am and 5.00 pm on all Working Days and will also be available at the website of our Company at
https://devx.work/blog/investor-relations/, from the date of this Red Herring Prospectus until the Bid/Issue Closing Date
(except for such agreements executed after the Bid/Issue Closing Date).
Any of the contracts or documents mentioned in this Red Herring Prospectus may be amended or modified at any time
if so required in the interest of our Company or if required by the other parties, without reference to the Shareholders,
subject to compliance of the provisions contained in the Companies Act, 2013 and other applicable law.
Material Contracts to the Issue
1. Amended and Restated Issue Agreement dated March 30, 2025 entered into among our Company and the BRLM.
2. Amended and Restated Registrar Agreement dated March 29, 2025 entered into among our Company and the
Registrar to the Issue.
3. Cash Escrow and Sponsor Banks Agreement dated August 26, 2025 entered into among our Company, the BRLM,
the Syndicate Member, Bankers to the Issue and the Registrar to the Issue.
4. Syndicate Agreement dated August 26, 2025 entered into among our Company, BRLM, Syndicate Member and the
Registrar to the Issue.
5. Monitoring Agency Agreement dated August 26, 2025 entered into among our Company and the Monitoring
Agency.
6. Underwriting Agreement dated [●] entered into among our Company and the Underwriters.
Material Documents in relation to the Issue
(1) Certified copies of updated Memorandum of Association and Articles of Association of our Company as amended
until date.
(2) Certificate of Incorporation dated September 14, 2017, in the name of ‘Dev Accelerator LLP’ and LLP agreement
dated September 25, 2017.
(3) Form no. URC-1 dated August 20, 2020 along with the related documents filed with the RoC for conversion of the
limited liability partnership firm namely ‘Dev Accelerator LLP’ into a private limited company i.e. ‘Dev
Accelerator Private Limited’.
(4) Certificate of incorporation dated September 5, 2020, in the name of ‘Dev Accelerator Private Limited’.
(5) Fresh certificate of incorporation dated September 3, 2024 consequent upon change of name of our Company
pursuant to its conversion to a public limited company.
(6) Resolution passed by our Board in relation to the Issue and other related matters dated February 22, 2025.
(7) Resolution passed by our Shareholders in relation to the Issue and other related matters dated March 20, 2025.
(8) Resolution of the Board of Directors dated March 30, 2025 approving the Draft Red Herring Prospectus for filing
with the SEBI and the Stock Exchanges.
(9) Resolution of the Board of Directors dated September 02, 2025 approving this Red Herring Prospectus for filing
with the SEBI and the Stock Exchanges.
457(10) Certificate on KPIs issued by M/s. Nisarg J Shah & Co., Chartered Accountants, our Statutory Auditors, dated
September 02, 2025.
(11) Resolution of the Audit Committee dated September 02, 2025, approving the KPIs.
(12) Share subscription and shareholders’ agreement dated December 27, 2022 (“SHA”) as supplemented and amended
by First Addendum Agreement dated December 19, 2023, Second Addendum Agreement dated May 08, 2024, Third
Addendum Agreement dated May 27, 2024, Fourth Addendum Agreement dated June 29, 2024 , and Fifth
Addendum Agreement dated August 12, 2024; Sixth Addendum Agreement dated September 3, 2024; Seventh
Addendum Agreement dated September 23, 2024; Eight Addendum dated March 27, 2025 amongst our Company,
Mr. Umesh Satishkumar Uttamchandani, Mr. Rushit Shardulkumar Shah, Mr. Parth Naimeshbhai Shah
(collectively, referred to as the “Co-Founders”), Dev Information Technology Limited (referred to as “Promoter
4”), , Shital Mayank Patel, Mitesh Ramanbhai Patel, Shreyas Chinubhai Sheth, Pratik Shreyas Sheth, Anshul
Devendra Shah, Utsav Devendra Shah, Advent Envirocare Private Limited, Mananbhai Rameshbhai Shah, Tycho
Ventures Private Limited, Amit Ranchhodlal Chokshi, Akshay Indrajeet Gupta, Komal Rathi, Sunnykumar Pawan
Kumar Agarwal, Shrijay Shreyasbhai Sheth, Margeshkumar Sureshchandra Shah, Ankur Maheshkumar Agrawal,
Chhattisgarh Investments Limited, Shaili Naimish Sakhpara, Molkem Chemicals India LLP, Ardeko Asset
Management Private Limited, Shakuntala Nagori, Saurabh Kumar, Ishaan Marketing Private Limited, Shreenath
Smart Technologies Pvt Ltd, J P Tobacco Products Private Limited, Parbhudas Kishordas Tobacco Products Private
Limited, Paresh Anandbhai Amin, Parashwanath Land Organisers LLP, Maximus Wealth Management LLP, Rajesh
Sunderdas Vaswani, Deepakkumar B Vaswani, Abhishek Singhvi, Soham Padmank Mehta, Unmaj Corporation
LLP, Kalpesh Harakhchand Gala (Siddhant Investment), Dhaval Shirish Shah, Ajay Surendrabhai Patel, Ducon
Consultants Private Limited (collectively, referred to as the “Investors”) and Tipsons Consultancy Services Pvt Ltd,
Shah Kaushal Kunjbihari, Rushabh Pravinchadra Shah, Patel Siddh, Prabha Mahesh Modi, Dharan Jayesh Patel,
Biren Suryakant Patel, Devang Arvindbhai Patel, Riya Jayeshbhai Parikh, Ritu Jayeshbhai Parikh, Vishnu Kumar
Bhandari, Vimla Gupta, Rajendra Bardhichand Shah, Evergrow Capital Opportunities Fund, Jayesh Kheskani,
Kushal Rajendrabhai Patel, Amit Singh Harjitsingh Bhatia, Raval Jayrupak Kumar, Kruti Manan Shah, Pankajbhai
Bhogilal Shah (Himgiri Corporation), Anjani Dyes And Intermediates Private Limited, Anup Mahendra Gopalka,
Prashant H Jani, Ityesha Nidhinbhai Mehta, Chirag Vadilal Thakker, Sima Patel, Rutu Miteshbhai Patel, Jeetu
Kripalbhai Kundnani, Kundnani Naresh Kripaldas, Rashmi Rani Pahwa, Megha Sethia, Mohit Kumar Mathur
(collectively, referred to as the “New Investors”) read with deed of adherence dated March 7, 2025 entered into
amongst our Company, Co-founders, Promoter 4 and the New Investors.
(13) First Addendum Agreement to the SHA dated December 19, 2023.
(14) Second Addendum Agreement to the SHA dated May 08, 2024.
(15) Third Addendum Agreement to the SHA dated May 27, 2024.
(16) Fourth Addendum Agreement to the SHA dated June 29, 2024.
(17) Fifth Addendum Agreement to the SHA dated August 12, 2024.
(18) Sixth Addendum Agreement to the SHA dated September 3, 2024.
(19) Seventh Addendum to the SHA dated September 23, 2024.
(20) Eighth Addendum to the SHA dated March 27, 2025.
(21) Deed of Adherence to the SHA dated March 7, 2025.
(22) Share Purchase Agreement dated April 17, 2024 between Ajay Surendrabhai Patel and our Company.
(23) Share Purchase Agreement dated April 17, 2024 between Dipesh Rameshbhai Patel and our Company.
(24) Share Purchase Agreement dated April 17, 2024 between Mitesh Ramanbhai Patel and our Company.
(25) Share Purchase Agreement dated April 17, 2024 between Narendra Purohit and our Company.
(26) Share Purchase Agreement dated April 17, 2024 between Saumil Purohit and our Company.
(27) Share Purchase Agreement dated September 24, 2024 between Dev Information Technology Limited and Tipsons
Consultancy Services Private Limited.
458(28) Share Purchase Agreement dated September 24, 2024 between Dev Information Technology Limited and Rushabh
Pravin Shah.
(29) Share Purchase Agreement dated September 24, 2024 between Dev Information Technology Limited and Kaushal
Kunjbihari Shah.
(30) Share Purchase Agreement dated September 24, 2024 between Dev Information Technology Limited and Devang
Arvindbhai Patel.
(31) Share Purchase Agreement dated September 24, 2024 between Dev Information Technology Limited and Siddh
Pulin Patel.
(32) Share Purchase Agreement dated September 24, 2024 between Dev Information Technology Limited and Prabha
Mahesh Modi.
(33) Shareholders’ agreement dated September 26, 2024 entered into between Janak Urja Private Limited, Mitesh R
Patel, Dipesh R Patel, Narendra M Purohit, Ajay S Patel, Saumil N Purohit and our Company.
(34) Shareholders’ agreement dated September 26, 2024 entered into between Ausil Enterprise Private Limited, Janak
Urja Private Limited, Uraas Spacelink LLP, Mitesh R Patel, Dipesh R Patel, Narendra M Purohit, Ajay S Patel,
Saumil N Purohit, Amazo Projects LLP, Unmaj Projects LLP, Y N Mehta Sons LLP and our Company.
(35) Fund management agreement dated September 27, 2024 entered into between Ausil Enterprise Private Limited and
our Company.
(36) Share Subscription and Shareholders’ Agreement dated October 27, 2023 between Indiesemic Private Limited, Jinal
Shah, Nikul Shah, Kush Kiritkumar Prajapati, Unitive Ventures LLP and our Company (“Indiesemic SSSA”).
(37) Addendum dated September 30, 2024 to the Indiesemic SSSA.
(38) Share Subscription and Shareholders’ Agreement dated September 16, 2021 between Growfitter Private Limited,
Sanmati Anilkumar Pande, Harshit Sethy, First Port Capital and IPV Advisors Private Limited and Existing
Investors (as defined in the Share Subscription and Shareholders’ Agreement dated September 16, 2021), and our
Company.
(39) Addendum Agreement dated October 28, 2021 to the Share Subscription and Shareholders’ Agreement dated
September 16, 2021 between Growfitter Private Limited, Sanmati Anilkumar Pande, Harshit Sethy, Existing
Investors (as defined in the Addendum Agreement dated October 28, 2021), Las Olas Ventures LLP, Unitive
Ventures LLP and our Company. Convertible Debenture Subscription Agreement dated March 31, 2022 between
Intents Mobi Private Limited, Tabrez Alam, Karthik Agrawal, and persons as detailed in part A of schedule I of the
agreement.
(40) Share subscription and shareholders’ agreement dated July 27, 2023 entered into between Natureovedic Consumers
Private Limited, Riddhi Sharma, Ripul Sharma, Unitive Ventures LLP and our Company.
(41) Shareholder’s agreement dated July 26, 2024 entered into between Natureovedic Consumers Private Limited, Sauce
Consumer Venture Capital III, Unitive Ventures LLP, Riddhi Ripul Sharma, Ripul Mahendrakumar Sharma and
our Company.
(42) Share subscription and shareholders’ agreement dated October 10, 2022 (“Redicine SHA”) between Redicine
Medsol Private Limited, Promoters of Redicine Medsol Private Limited (as defined under the Redicine SHA), Other
Existing Shareholders of Redicine Medsol Private Limited (as defined under the Redicine SHA) and Seed Investors
of Redicine Medsol Private Limited (as defined under the Redicine SHA).
(43) Non-compete and non-solicitation agreement dated November 27, 2024 entered between Scaleax Advisory Private
Limited and our Company.
(44) Valuation report dated December 31, 2022, issued by CS Shreyansh M. Jain, Registered Valuer (Registration no.
IBBI/RV/03/2019/12124.
(45) Valuation report dated September 28, 2023, issued by Shubham Bora, Registered Valuer (Registration no.
IBBI/RV/06/2023/15254).
459(46) Valuation report dated September 15, 2021, issued by CA Nitin Pahilwani, Registered Valuer (Registration no.
IBBI/RV/06/2019/11768).
(47) Valuation report dated January 13, 2024, issued by Shubham Bora, Registered Valuer (Registration no.
IBBI/RV/06/2023/15254).
(48) Valuation report dated April 29, 2024, issued by Shubham Bora, Registered Valuer (Registration no.
IBBI/RV/06/2023/15254).
(49) Appointment letter of the Managing Director dated September 19, 2024 entered into between our Company and
Umesh Satishkumar Uttamchandani.
(50) Appointment letter of the Whole-Time Director dated September 19, 2024 entered into between our Company and
Rushit Shardulkumar Shah.
(51) Appointment letter of the Chairman and Whole-Time Director dated September 19, 2024 entered into between our
Company and Parth Naimeshbhai Shah.
(52) Copies of annual reports of our Company for the last three Fiscals.
(53) Consent letter from our Statutory Auditors dated September 02, 2025 to include their name as required under Section
26(5) of the Companies Act, 2013 read with SEBI ICDR Regulations, in this Red Herring Prospectus and as an
“Expert” as defined under section 2(38) of the Companies Act, 2013 to the extent and in their capacity as our
Statutory Auditors, and in respect of their (i) examination report dated July 07, 2025 on our Restated Consolidated
Financial Information; and (ii) their report dated September 02, 2025 on the statement of possible special tax benefits
available to the Company and its shareholders in this Red Herring Prospectus.
(54) Written consent dated August 29, 2025 from Upkrama Design LLP, an independent architect, to include their name
as required under Section 26(5) of the Companies Act, 2013 read with SEBI ICDR Regulations, in this Red Herring
Prospectus and as an ‘expert’ under Section 2(38) of Companies Act, 2013 in respect of the certificates issued by
them. Such consent has not been withdrawn up to the time of delivery of this Red Herring Prospectus.
(55) Certificate relating to utilization of borrowings for the purposes for which borrowings were sanctioned dated
September 02, 2025 issued by M/s. Nisarg J Shah & Co., Chartered Accountants, our Statutory Auditors.
(56) Certificate relating to lease details of the identified Proposed Centers dated September 02, 2025 issued by M/s.
Nisarg J Shah & Co., Chartered Accountants, our Statutory Auditors.
(57) Certificate dated September 02, 2025 issued by M/s. Nisarg J Shah & Co., Chartered Accountants, the Statutory
Auditors, certifying the (i) Weighted average cost of acquisition per Equity Share for the Promoters including data
on weighted average cost of acquisition of all Equity Shares transacted in the preceding one year, 18 months and
three years from the date of this Red Herring Prospectus, Average cost of acquisition of Equity Shares of our
Promoters, Details of price at which specified securities were acquired by the Promoters, members of the Promoter
Group and Shareholders with special rights in the last three years preceding the date of this Red Herring Prospectus;
(ii) outstanding dues to material creditors, MSMEs and other creditors; (iii) financial indebtedness; (iv) the cost
incurred towards fit-outs costs under the straight lease model in the last three years; and (v) Basis for Issue Price.
(58) Written consent dated August 29, 2025 from M/s Bilimoria Mehta & Co., Chartered Accountants, to include their
name as an independent chartered accountant under Section 26(5) of the Companies Act in this Red Herring
Prospectus and as an “expert” as defined under Section 2(38) and other applicable provisions of the Companies Act
and such consent has not been withdrawn until the filing of this Red Herring Prospectus with the SEBI.
(59) Certificate dated August 29, 2025 issued by Upkrama Design LLP, an independent architect, certifying the fit-out
costs of the Proposed Centers.
(60) Industry report titled “India’s Flex Space Market” dated July 25, 2025, prepared by JLL (“JLL Report”).
(61) Consent letter dated July 25, 2025 from JLL with respect to the JLL Report.
(62) Consulting services agreement with JLL dated May 23, 2024, as amended.
(63) Statement of Possible Special Tax Benefits dated September 02, 2025 issued by M/s. Nisarg J Shah & Co., Chartered
Accountants, our Statutory Auditors.
460(64) Examination Report dated July 07, 2025 on our Restated Consolidated Financial Information issued by M/s. Nisarg
J Shah & Co., Chartered Accountants, our Statutory Auditors.
(65) Written consent of our Directors, our Promoters, our Company Secretary and Compliance Officer, our Key
Managerial Personnel and members of our Senior Management, our Chief Financial Officer, Bankers to our
Company, the BRLM, the Syndicate Member, legal counsel appointed for the Issue, Registrar to the Issue,
independent architect, Escrow Collection Bank, Public Issue Bank, Refund Bank, Sponsor Banks, as referred to in
their specific capacities.
(66) In-principle listing approvals dated April 29, 2025 issued by BSE and NSE, respectively.
(67) Tripartite Agreement dated April 29, 2024 among our Company, CDSL and the Registrar to the Issue.
(68) Tripartite Agreement dated May 7, 2024 among our Company, NSDL and the Registrar to the Issue.
(69) Due diligence certificate dated March 30, 2025 to SEBI from the BRLM.
(70) SEBI final observation letter bearing reference number SEBI/HO/CFD/RAC-DIL1/P/OW/2025/16909/1 dated June
25, 2025.
461DECLARATION
I hereby declare that all relevant provisions of the Companies Act, 2013 and the regulations and guidelines issued by the
Government of India, or the regulations or guidelines issued by the Securities and Exchange Board of India, established
under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with,
and no statement made in this Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the
SCRA, the SCRR and the Securities and Exchange Board of India Act, 1992, each as amended, or the rules made, or
regulations or guidelines issued thereunder, as the case may be. I further certify that all the statements made in this Red
Herring Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
________________________
Parth Naimeshbhai Shah
(Chairman and Whole-time Director)
Date: September 02, 2025
Place: Ahmedabad
462DECLARATION
I hereby declare that all relevant provisions of the Companies Act, 2013 and the regulations and guidelines issued by the
Government of India, or the regulations or guidelines issued by the Securities and Exchange Board of India, established
under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with,
and no statement made in this Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the
SCRA, the SCRR and the Securities and Exchange Board of India Act, 1992, each as amended, or the rules made, or
regulations or guidelines issued thereunder, as the case may be. I further certify that all the statements made in this Red
Herring Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
________________________
Umesh Satishkumar Uttamchandani
(Managing Director)
Date: September 02, 2025
Place: Ahmedabad
463DECLARATION
I hereby declare that all relevant provisions of the Companies Act, 2013 and the regulations and guidelines issued by the
Government of India, or the regulations or guidelines issued by the Securities and Exchange Board of India, established
under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with,
and no statement made in this Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the
SCRA, the SCRR and the Securities and Exchange Board of India Act, 1992, each as amended, or the rules made, or
regulations or guidelines issued thereunder, as the case may be. I further certify that all the statements made in this Red
Herring Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
________________________
Rushit Shardulkumar Shah
(Whole-time Director)
Date: September 02, 2025
Place: Ahmedabad
464DECLARATION
I hereby declare that all relevant provisions of the Companies Act, 2013 and the regulations and guidelines issued by the
Government of India, or the regulations or guidelines issued by the Securities and Exchange Board of India, established
under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with,
and no statement made in this Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the
SCRA, the SCRR and the Securities and Exchange Board of India Act, 1992, each as amended, or the rules made, or
regulations or guidelines issued thereunder, as the case may be. I further certify that all the statements made in this Red
Herring Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
________________________
Jaimin Jagdishbhai Shah
(Nominee Director)
Date: September 02, 2025
Place: Ahmedabad
465DECLARATION
I hereby declare that all relevant provisions of the Companies Act, 2013 and the regulations and guidelines issued by the
Government of India, or the regulations or guidelines issued by the Securities and Exchange Board of India, established
under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with,
and no statement made in this Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the
SCRA, the SCRR and the Securities and Exchange Board of India Act, 1992, each as amended, or the rules made, or
regulations or guidelines issued thereunder, as the case may be. I further certify that all the statements made in this Red
Herring Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
________________________
Yash Shah
(Non- Executive Non- Independent Director)
Date: September 02, 2025
Place: Ahmedabad
466DECLARATION
I hereby declare that all relevant provisions of the Companies Act, 2013 and the regulations and guidelines issued by the
Government of India, or the regulations or guidelines issued by the Securities and Exchange Board of India, established
under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with,
and no statement made in this Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the
SCRA, the SCRR and the Securities and Exchange Board of India Act, 1992, each as amended, or the rules made, or
regulations or guidelines issued thereunder, as the case may be. I further certify that all the statements made in this Red
Herring Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
________________________
Gopi Trivedi
(Independent Director)
Date: September 02, 2025
Place: Ahmedabad
467DECLARATION
I hereby declare that all relevant provisions of the Companies Act, 2013 and the regulations and guidelines issued by the
Government of India, or the regulations or guidelines issued by the Securities and Exchange Board of India, established
under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with,
and no statement made in this Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the
SCRA, the SCRR and the Securities and Exchange Board of India Act, 1992, each as amended, or the rules made, or
regulations or guidelines issued thereunder, as the case may be. I further certify that all the statements made in this Red
Herring Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
________________________
Praveen Kumar
(Independent Director)
Date: September 02, 2025
Place: Kanpur
468DECLARATION
I hereby declare that all relevant provisions of the Companies Act, 2013 and the regulations and guidelines issued by the
Government of India, or the regulations or guidelines issued by the Securities and Exchange Board of India, established
under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with,
and no statement made in this Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the
SCRA, the SCRR and the Securities and Exchange Board of India Act, 1992, each as amended, or the rules made, or
regulations or guidelines issued thereunder, as the case may be. I further certify that all the statements made in this Red
Herring Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
________________________
Pathik Patwari
(Independent Director)
Date: September 02, 2025
Place: U.S.A.
469DECLARATION
I hereby declare that all relevant provisions of the Companies Act, 2013 and the regulations and guidelines issued by the
Government of India, or the regulations or guidelines issued by the Securities and Exchange Board of India, established
under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with,
and no statement made in this Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the
SCRA, the SCRR and the Securities and Exchange Board of India Act, 1992, each as amended, or the rules made, or
regulations or guidelines issued thereunder, as the case may be. I further certify that all the statements made in this Red
Herring Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
________________________
Anish Patel
(Independent Director)
Date: September 02, 2025
Place: U. S. A.
470DECLARATION
I hereby declare that all relevant provisions of the Companies Act, 2013 and the regulations and guidelines issued by the
Government of India, or the regulations or guidelines issued by the Securities and Exchange Board of India, established
under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with,
and no statement made in this Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the
SCRA, the SCRR and the Securities and Exchange Board of India Act, 1992, each as amended, or the rules made, or
regulations or guidelines issued thereunder, as the case may be. I further certify that all the statements made in this Red
Herring Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
________________________
Anand Patel
(Independent Director)
Date: September 02, 2025
Place: Ahmedabad
471DECLARATION
I hereby declare and certify that all relevant provisions of the Companies Act, 2013 and the guidelines or regulations
issued by the Government of India or the guidelines or regulations issued by the Securities and Exchange Board of India,
established under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been
complied with and no statement made in this Red Herring Prospectus is contrary to the provisions of the Companies
Act, 2013, the SCRA, the SCRR and the Securities and Exchange Board of India Act, 1992 or the rules made or guidelines
or regulations issued thereunder, as the case may be. I further certify that all the statements in this Red Herring
Prospectus are true and correct.
SIGNED BY THE JOINT CHIEF FINANCIAL OFFICER OF OUR COMPANY
________________________
Parin Shah
(Joint Chief Financial Officer)
Date: September 02, 2025
Place: Ahmedabad
472DECLARATION
I hereby declare and certify that all relevant provisions of the Companies Act, 2013 and the guidelines or regulations
issued by the Government of India or the guidelines or regulations issued by the Securities and Exchange Board of India,
established under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been
complied with and no statement made in this Red Herring Prospectus is contrary to the provisions of the Companies
Act, 2013, the SCRA, the SCRR and the Securities and Exchange Board of India Act, 1992 or the rules made or guidelines
or regulations issued thereunder, as the case may be. I further certify that all the statements in this Red Herring
Prospectus are true and correct.
SIGNED BY THE JOINT CHIEF FINANCIAL OFFICER OF OUR COMPANY
________________________
Parthiv Panchal
(Joint Chief Financial Officer)
Date: September 02, 2025
Place: Ahmedabad
473