See Full Document Text
PROSPECTUS
Dated July 14, 2025
Please read Section 26 of the Companies Act, 2013
100% Book Built Offer
(Please scan this QR Code to view
this Prospectus) SMARTWORKS COWORKING SPACES LIMITED
CORPORATE IDENTITY NUMBER: U74900DL2015PLC310656
E-MAIL AND
REGISTERED OFFICE CORPORATE OFFICE CONTACT PERSON WEBSITE
TELEPHONE
Unit No. 305-310, Plot No 9, 10 Golf View Tower, Punam Dargar E-mail: www.smartworksoffice.com
and 11, Vardhman Trade Centre Tower – B, Sector 42, Company Secretary and Compliance Officer companysecretary@s
Nehru Place, South Delhi, Gurugram – 122 002 works.co.in
Delhi – 110 019, India Haryana, India Tel: +91 83840 62876
OUR PROMOTERS: NEETISH SARDA, HARSH BINANI, SAUMYA BINANI, NS NIKETAN LLP, SNS INFRAREALTY LLP AND ARYADEEP
REALESTATES PRIVATE LIMITED
DETAILS OF THE OFFER
FRESH ISSUE
TYPE OFFER FOR SALE SIZE TOTAL OFFER SIZE ELIGIBILITY AND RESERVATIONS
SIZE
Fresh Issue and 10,942,874* 3,379,740* Equity Shares of 14,322,614* Equity Shares of face value of The Offer was made pursuant to Regulation 6(1) of the
Offer for Sale Equity Shares of face value of ₹ 10 each ₹ 10 each aggregating to ₹ 5,825.55 Securities and Exchange Board of India (Issue of Capital and
face value of ₹ 10 aggregating to ₹ 1,375.55 million^ Disclosure Requirements) Regulations, 2018, as amended
each aggregating million* (“SEBI ICDR Regulations”). For further details, see “Other
to ₹ 4,450.00 Regulatory and Statutory Disclosures – Eligibility for the
million*^ Offer” on page 463. For details in relation to share allocation
and reservation among QIBs, NIBs, RIBs and Eligible
Employees (as defined hereinafter), see “Offer Structure” on
page 486.
*Subject to finalisation of basis of allotment
^A discount of ₹ 37 per Equity Share was offered to Eligible Employees Bidding in the Employee Reservation Portion
OFFER FOR SALE
NUMBER OF EQUITY SHARES OF FACE WEIGHTED AVERAGE COST OF ACQUISITION
NAME OF THE SELLING
TYPE VALUE OF ₹ 10 EACH OFFERED/ PER EQUITY SHARE OF FACE VALUE OF ₹ 10
SHAREHOLDER
AMOUNT (IN ₹ MILLION) EACH(1)^ (IN ₹)
NS Niketan LLP Promoter Selling Shareholder 490,000* Equity Shares of face value of ₹ 10 16.14
each aggregating to ₹ 199.43 million*
SNS Infrarealty LLP Promoter Selling Shareholder 310,000* Equity Shares of face value of ₹ 10 13.72
each aggregating to ₹ 126.17 million*
Space Solutions India Pte. Ltd. Investor Selling Shareholder 2,579,740* Equity Shares of face value of ₹ 10 107.25
(formerly Lisbrine Pte Limited) each aggregating to ₹ 1,049.95 million*
*Subject to finalisation of basis of allotment
^ Calculated on a fully diluted basis.
(1) As certified by Ray & Ray, Chartered Accountants (firm registration number: 301072E), pursuant to their certificate dated July 14, 2025.
RISKS IN RELATION TO THE FIRST OFFER
The face value of the Equity Shares is ₹ 10 each. This being the first public offer of Equity Shares of our Company, there has been no formal market for the Equity Shares. The
Offer Price, Floor Price and Cap Price (as determined by our Company in consultation with the Book Running Lead Managers) on the basis of the assessment of market demand
for the Equity Shares by way of the Book Building Process, in accordance with the SEBI ICDR Regulations, as stated under “Basis for the Offer Price” on page 165, 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 Offer 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 Offer. For taking an investment decision, investors
must rely on their own examination of our Company and the Offer, including the risks involved. The Equity Shares in the Offer 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 the Red Herring Prospectus and this Prospectus. Specific
attention of the investors is invited to “Risk Factors” on page 39.
COMPANY’S AND SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to our Company and the
Offer, which is material in the context of the Offer, that the information contained in this 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 Prospectus as a whole or
any of such information or the expression of any such opinions or intentions, misleading in any material respect. Each Selling Shareholder, severally and not jointly, accepts
responsibility for and confirms only the statements specifically made or confirmed by such Selling Shareholder in this Prospectus to the extent that such statements are solely
in relation to it as a Selling Shareholder and its respective portion of the Offered Shares and assumes responsibility that such statements are true and correct in all material
respects and not misleading in any material respect. Each of the Selling Shareholders, severally and not jointly, assumes no responsibility for any other statements, disclosures
and undertakings, including, without limitation, any of the statements, disclosures or undertakings made or confirmed by or in relation to our Company or our Company’s
business, or any other Selling Shareholders or any other person(s), in this Prospectus.
LISTING
The Equity Shares offered through the Red Herring Prospectus and this Prospectus are proposed to be listed on the Stock Exchanges, being BSE Limited (“BSE”) and National
Stock Exchange of India Limited (“NSE” and together with the BSE, the “Stock Exchanges”). For the purposes of the Offer, NSE is the Designated Stock Exchange.
BOOK RUNNING LEAD MANAGERS
NAME AND LOGO OF THE BOOK RUNNING LEAD MANAGERS CONTACT PERSON E-MAIL AND TELEPHONE
Telephone: +91 22 6630 3030/3632
JM Financial Limited Prachee Dhuri
E-mail: smartworks.ipo@jmfl.com
Telephone: +91 22 6138 9353
BOB Capital Markets Limited Nivedika Chavan
E-mail: smartworks.ipo@bobcaps.in
IIFL Capital Services Limited (formerly Telephone: +91 22 4646 4728
Pawan Jain / Yogesh Malpani
known as IIFL Securities Limited) E-mail: smartworks.ipo@iiflcap.com
Telephone: +91 22 4336 0000
Kotak Mahindra Capital Company Limited Ganesh Rane
E-mail: smartworks.ipo@kotak.com
REGISTRAR TO THE OFFER
NAME OF THE REGISTRAR CONTACT PERSON E-MAIL AND TELEPHONE
MUFG Intime India Private Limited (Formerly Link Tel: +91 8108114949
Contact person: Shanti Gopalkrishnan
Intime India Private Limited) E-mail: smartwork.ipo@in.mpms.mufg.com
BID/OFFER PERIOD
ANCHOR INVESTOR Wednesday, July 9, Monday, July 14,
BID/OFFER OPENED ON Thursday, July 10, 2025 BID/OFFER CLOSED ON
BIDDING DATE 2025 2025PROSPECTUS
Dated July 14, 2025
Please read Section 26 of the Companies Act, 2013
100% Book Built Offer
SMARTWORKS COWORKING SPACES LIMITED
Our Company was originally incorporated as “Smart Work Business Centre Private Limited” at Kolkata as a private limited company under the Companies Act, 2013, pursuant to a certificate of incorporation dated December 17, 2015,
issued by the Registrar of Companies, West Bengal at Kolkata. Pursuant to a special resolution dated October 29, 2018 passed by the Shareholders, the name of our Company was changed from “Smart Work Business Centre Private
Limited” to “Smartworks Coworking Spaces Private Limited” to reflect the nature of business and activities of our Company and a fresh certificate of incorporation dated December 20, 2018, was issued by the RoC. Thereafter, our Company
was converted into a public limited company pursuant to a special resolution dated June 28, 2024, passed in the extraordinary general meeting of the Shareholders, and consequently the name of our Company was changed to its present
name i.e., “Smartworks Coworking Spaces Limited” and a fresh certificate of incorporation dated July 25, 2024 was issued by the RoC. For details in relation to changes in the registered office of our Company, see “History and Certain
Corporate Matters” on page 299.
Corporate Identity Number: U74900DL2015PLC310656
Registered Office: Unit No. 305-310, Plot No 9, 10 and 11, Vardhman Trade Centre, Nehru Place, South Delhi, Delhi – 110 019, India
Corporate Office: Golf View Tower, Tower – B, Sector 42, Gurugram – 122 002, Haryana, India
Contact Person: Punam Dargar – Company Secretary and Compliance Officer; Tel: +91 83840 62876
E-mail: companysecretary@sworks.co.in; Website: www.smartworksoffice.com
OUR PROMOTERS: NEETISH SARDA, HARSH BINANI, SAUMYA BINANI, NS NIKETAN LLP, SNS INFRAREALTY LLP AND ARYADEEP REALESTATES PRIVATE
LIMITED
INITIAL PUBLIC OFFERING OF 14,322,614* EQUITY SHARES OF FACE VALUE OF ₹ 10 EACH (“EQUITY SHARES”) OF SMARTWORKS COWORKING SPACES LIMITED (“COMPANY”) FOR CASH AT A PRICE OF ₹ 407
PER EQUITY SHARE (INCLUDING A PREMIUM OF ₹ 397 PER EQUITY SHARE) (“OFFER PRICE”) AGGREGATING TO ₹ 5,825.55 MILLION^ (THE “OFFER”) COMPRISING A FRESH ISSUE OF 10,942,874* EQUITY SHARES
OF FACE VALUE OF ₹ 10 EACH AGGREGATING TO ₹ 4,450.00 MILLION (THE “FRESH ISSUE”) AND AN OFFER FOR SALE OF 3,379,740 EQUITY SHARES OF FACE VALUE OF ₹ 10 EACH AGGREGATING TO ₹ 1,375.55
MILLION (THE “OFFER FOR SALE”), CONSISTING OF AN OFFER FOR SALE OF 490,000 EQUITY SHARES OF FACE VALUE OF ₹ 10 EACH AGGREGATING TO ₹ 199.43 MILLION BY NS NIKETAN LLP, 310,000 EQUITY
SHARES OF FACE VALUE OF ₹ 10 EACH AGGREGATING TO ₹ 126.17 MILLION BY SNS INFRAREALTY LLP AND 2,579,740 EQUITY SHARES OF FACE VALUE OF ₹ 10 EACH AGGREGATING TO ₹ 1,049.95 MILLION
BY SPACE SOLUTIONS INDIA PTE. LTD. (FORMERLY LISBRINE PTE LIMITED) (COLLECTIVELY, THE “SELLING SHAREHOLDERS” AND SUCH EQUITY SHARES, THE “OFFERED SHARES”).
THE OFFER INCLUDED A RESERVATION OF 101,351 EQUITY SHARES AGGREGATING UP TO ₹ 37.50 MILLION^, FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (AS DEFINED HEREINAFTER) (THE “EMPLOYEE
RESERVATION PORTION”). THE OFFER LESS THE EMPLOYEE RESERVATION PORTION IS HEREINAFTER REFERRED TO AS THE “NET OFFER”. THE OFFER AND THE NET OFFER CONSTITUTED 12.55% AND
12.46% OF OUR POST OFFER PAID-UP EQUITY SHARE CAPITAL, RESPECTIVELY. OUR COMPANY, IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGERS, OFFERED A DISCOUNT OF UP TO 9.09%
(EQUIVALENT OF ₹37 PER EQUITY SHARE) TO THE OFFER PRICE TO ELIGIBLE EMPLOYEES BIDDING UNDER THE EMPLOYEE RESERVATION PORTION (“EMPLOYEE DISCOUNT”).
*SUBJECT TO FINALISATION OF BASIS OF ALLOTMENT
^ A discount of ₹ 37 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion
The Offer was made in terms of Rule 19(2)(b) of the SCRR read with Regulation 31 of the SEBI ICDR Regulations. This Offer was made through the Book Building Process in accordance with Regulation 6(1) of the SEBI ICDR
Regulations wherein not more than 50% of the Net Offer was made available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs”) (the “QIB Portion”), provided that our Company, in consultation with the
Book Running Lead Managers allocated 60% of the QIB Portion to Anchor Investors on a discretionary basis (the “Anchor Investor Portion”). One-third of the Anchor Investor Portion was reserved for domestic Mutual Funds,
subject to valid Bids having been received from the domestic Mutual Funds at or above the price at which allocation is made to Anchor Investors (“Anchor Investor Allocation Price”) in accordance with the 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 was made available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB Portion was made available for allocation on a proportionate basis to all QIBs, including Mutual Funds, subject
to valid Bids having been received at or above the Offer Price. Further, (a) not less than 15% of the Net Offer was made available for allocation to Non-Institutional Bidders (“Non-Institutional Portion”) (out of which one third was
made available for allocation to Bidders with Bids exceeding ₹ 0.20 million up to ₹ 1.00 million and two-thirds was made available for allocation to Bidders with Bids exceeding ₹ 1.00 million, provided that the unsubscribed portion
in either of such sub-categories have been allocated to applicants in the other sub-category of the Non-Institutional Portion, subject to valid Bids having been received at or above the Offer Price); and (b) not less than 35% of the Net
Offer was made available for allocation to Retail Individual Bidders (‘RIBs’) in accordance with the SEBI ICDR Regulations, subject to valid Bids having been received from them at or above the Offer Price. All potential Bidders,
other than Anchor Investors, were required to participate in the Offer 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 (defined hereinafter), which was blocked by the SCSBs or the Sponsor Banks, as the case may be, to the extent of their respective Bid Amounts. Anchor Investors were not permitted to participate in the
Anchor Investor Portion through the ASBA process. Further, Equity Shares will be allotted on a proportionate basis to Eligible Employees applying under the Employee Reservation Portion, subject to valid Bids received from them
at or above the Offer Price (net of Employee Discount). For details, see “Offer Procedure” on page 491.
RISKS IN RELATION TO THE FIRST OFFER
This being the first public issue of the Equity Shares of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is ₹ 10 each. The Floor Price, Cap Price and Offer Price, each as
determined by our Company, in consultation with the Book Running Lead Managers on the basis of the assessment of market demand for the Equity Shares by way of the Book Building Process, in accordance with the SEBI ICDR
Regulations, and as stated in “Basis for the Offer Price” on page 165, 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 or 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 Offer 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 Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer, including the risks involved. The Equity Shares
in the Offer have not been recommended or approved by SEBI, nor does SEBI guarantee the accuracy or adequacy of the contents of this Prospectus. Specific attention of the investors is invited to “Risk Factors” on page 39.
COMPANY’S AND SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to our Company and the Offer, which is material in the context of the Offer, that the
information contained in this Prospectus is true and correct in all material aspects and is not misleading in any material respect, that opinions and intentions expressed herein are honestly held and that there are no other facts, the
omission of which makes this Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. Each of the Selling Shareholders, severally and not jointly, accepts
responsibility for and confirms only the statements specifically made or confirmed by such Selling Shareholder in this Prospectus, to the extent that such statements are solely in relation to it as a Selling Shareholder and its respective
portion of the Offered Shares and assumes responsibility that such statements are true and correct in all material respects and not misleading in any material respect. Each of the Selling Shareholders, severally and not jointly, assumes
no responsibility for any other statements, disclosures and undertakings, including without limitation, any of the statements, disclosures or undertakings made or confirmed by or in relation to our Company or our Company’s business,
or any other Selling Shareholders or any other person(s), in this Prospectus.
LISTING
The Equity Shares offered through the Red Herring Prospectus and this Prospectus are proposed to be listed on the Stock Exchanges. Our Company has received ‘in-principle’ approvals from the BSE and the NSE for the listing of the
Equity Shares pursuant to letters each dated October 23, 2024. For the purpose of this Offer, NSE is the Designated Stock Exchange. A signed copy of the Red Herring Prospectus has been filed with the RoC and a copy of this
Prospectus shall be filed with the RoC in accordance with Section 26(4) and Section 32 of the Companies Act, 2013. For details of the material contracts and documents which were made available for inspection from the date of the
Red Herring Prospectus up to the Bid/ Offer Closing Date, see “Material Contracts and Documents for Inspection” on page 569.
BOOK RUNNING LEAD MANAGERS TO THE OFFER REGISTRAR TO THE OFFER
JM Financial Limited BOB Capital Markets Limited IIFL Capital Services Limited (formerly known Kotak Mahindra Capital Company Limited MUFG Intime India Private Limited
7th Floor, Cnergy, Appasaheb Marathe 1704, B Wing, 17th Floor, Parinee as IIFL Securities Limited) 1st Floor, 27 BKC, Plot No. 27, G Block (Formerly Link Intime India Private Limited)
Marg Crescenzo, Plot No. C – 38/39, G Block, 24th Floor, One Lodha Place Bandra Kurla Complex C-101, 247 Park
Prabhadevi, Mumbai - 400 025 Bandra Kurla Complex Senapati Bapat Marg, Lower Parel (West) Bandra (East), Mumbai - 400 051 L.B.S. Marg, Vikhroli (West)
Maharashtra, India Bandra (East), Mumbai - 400 051 Mumbai - 400 013 Maharashtra, India Mumbai – 400 083
Telephone: +91 22 6630 3030/3632 Maharashtra, India Maharashtra, India Telephone: +91 22 4336 0000 Maharashtra, India
E-mail: smartworks.ipo@jmfl.com Telephone: +91 22 6138 9353 Telephone: +91 22 4646 4728 E-mail: smartworks.ipo@kotak.com Telephone: +91 8108114949
Investor Grievance E-mail: E-mail: smartworks.ipo@bobcaps.in E-mail: smartworks.ipo@iiflcap.com Investor Grievance E-mail: E-mail:
grievance.ibd@jmfl.com Investor Grievance E-mail: Investor Grievance E-mail: ig.ib@iiflcap.com kmccredressal@kotak.com smartwork.ipo@in.mpms.mufg.com
Website: www.jmfl.com investor.grievance@bobcaps.in Website: www.iiflcap.com Website: Website: www.in.mpms.mufg.com
Contact person: Prachee Dhuri Website: www.bobcaps.in Contact person: Pawan Jain / Yogesh Malpani https://investmentbank.kotak.com Investor Grievance E-mail:
SEBI Registration No.: Contact person: Nivedika Chavan SEBI Registration No.: INM000010940 Contact person: Ganesh Rane smartwork.ipo@in.mpms.mufg.com
INM000010361 SEBI Registration No.: INM000009926 SEBI Registration No.: INM000008704 Contact Person: Shanti Gopalkrishnan
SEBI Registration No.: INR000004058
BID/OFFER PERIOD
ANCHOR INVESTOR BIDDING Wednesday, July 9,
BID/OFFER OPENED ON Thursday, July 10, 2025 BID/ OFFER CLOSED ON Monday, July 14, 2025
DATE 2025TABLE OF CONTENTS
SECTION I - GENERAL ..................................................................................................................................... 1
DEFINITIONS AND ABBREVIATIONS ........................................................................................................ 1
CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND
CURRENCY OF PRESENTATION ............................................................................................................... 19
FORWARD-LOOKING STATEMENTS ....................................................................................................... 23
SECTION II – SUMMARY OF THE OFFER DOCUMENT ........................................................................ 25
SECTION III - RISK FACTORS...................................................................................................................... 39
SECTION IV – INTRODUCTION ................................................................................................................. 111
THE OFFER .................................................................................................................................................. 111
SUMMARY FINANCIAL INFORMATION ................................................................................................ 113
GENERAL INFORMATION ........................................................................................................................ 119
CAPITAL STRUCTURE .............................................................................................................................. 129
SECTION V – PARTICULARS OF THE OFFER ....................................................................................... 150
OBJECTS OF THE OFFER ........................................................................................................................... 150
BASIS FOR THE OFFER PRICE .................................................................................................................. 165
STATEMENT OF SPECIAL TAX BENEFITS ............................................................................................ 177
SECTION VI - ABOUT OUR COMPANY .................................................................................................... 188
INDUSTRY OVERVIEW ............................................................................................................................. 188
OUR BUSINESS ........................................................................................................................................... 248
KEY REGULATIONS AND POLICIES IN INDIA ...................................................................................... 285
OUR SUBSIDIARIES ................................................................................................................................... 294
HISTORY AND CERTAIN CORPORATE MATTERS ............................................................................... 299
OUR MANAGEMENT ................................................................................................................................. 308
OUR PROMOTERS AND PROMOTER GROUP ........................................................................................ 329
DIVIDEND POLICY ..................................................................................................................................... 337
SECTION VII – FINANCIAL INFORMATION .......................................................................................... 338
RESTATED CONSOLIDATED FINANCIAL INFORMATION ................................................................. 338
OTHER FINANCIAL INFORMATION ....................................................................................................... 395
RELATED PARTY TRANSACTIONS ........................................................................................................ 398
CAPITALISATION STATEMENT .............................................................................................................. 399
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF
OPERATIONS .............................................................................................................................................. 400
FINANCIAL INDEBTEDNESS ................................................................................................................... 436
SECTION VIII – LEGAL AND OTHER INFORMATION ........................................................................ 445
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS .................................................... 445
GOVERNMENT AND OTHER APPROVALS ............................................................................................ 456
GROUP COMPANIES .................................................................................................................................. 459
OTHER REGULATORY AND STATUTORY DISCLOSURES ................................................................. 462
SECTION IX – OFFER RELATED INFORMATION ................................................................................. 478
TERMS OF THE OFFER .............................................................................................................................. 478
OFFER STRUCTURE ................................................................................................................................... 485
OFFER PROCEDURE .................................................................................................................................. 490
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ............................................... 512
SECTION X - MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION ...................................... 514
SECTION XI - OTHER INFORMATION..................................................................................................... 568
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ....................................................... 568
DECLARATION .............................................................................................................................................. 573SECTION I - GENERAL
DEFINITIONS AND ABBREVIATIONS
This 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. References to any legislation,
act, regulation, rules, guidelines, clarifications or policies or articles of association or memorandum of
association shall be to such legislation, act, regulation, rules, guidelines, clarifications or policies or articles of
association or memorandum of association as amended, supplemented, or re-enacted from time to time under that
provision as on the date of this Prospectus. 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 Prospectus but not defined herein, shall have, to the extent applicable, the
same 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 used in “Main Provisions of the Articles of Association”, “Statement of
Special Tax Benefits”, “Industry Overview”, “Key Regulations and Policies in India”, “Basis for the Offer
Price”, “Objects of the Offer”, “Restrictions on Foreign Ownership of Indian Securities”, “Financial
Information” and “Outstanding Litigation and Material Developments” on pages 515, 177, 188, 285, 165, 150,
513, 338 and 445 respectively, will have the meaning ascribed to such terms in those respective sections.
General Terms
Term Description
“our Company”, “the Smartworks Coworking Spaces Limited, a company incorporated under the Companies
Company”, “the Issuer” or Act, 2013 and having its Registered Office at Unit No. 305-310, Plot No 9, 10 and 11,
“Smartworks” Vardhman Trade Centre, Nehru Place, South Delhi, Delhi – 110 019, India
‘we’, ‘us’, ‘our’ or ‘Group’ Unless the context otherwise indicates or implies, refers to our Company and our
Subsidiaries on a consolidated basis, as applicable at and during such fiscals/ period
Company Related Terms
Term Description
AoA, Articles of Association The articles of association of our Company, as amended from time to time. For details of
or Articles articles of association of our Company, see “Main Provisions of the Articles of Association”
on page 515
Associate Associate of our Company i.e. Clean Max Dos Private Limited, in accordance with
Regulation 2(e) of the SEBI ICDR Regulations. Clean Max Dos Private Limited is not an
associate of our Company in accordance with the applicable Ind AS
Audit Committee The audit committee of our Board, as described in “Our Management - Committees of our
Board – Audit Committee” on page 316
Auditors or Statutory Auditors The statutory auditors of our Company, being Deloitte Haskins & Sells LLP, Chartered
Accountants
Board or Board of Directors The board of directors of our Company or a duly constituted committee thereof, as described
in “Our Management” on page 308
CBRE CBRE South Asia Private Limited
CBRE Report Industry report titled “Flexible Workspaces Segment in India” dated June 20, 2025 which
has been commissioned and paid for by our Company and prepared by CBRE exclusively in
connection with the Offer. The CBRE Report is available on the website of our Company at
https://smartworksoffice.com/assets_html/pdf/Industry_Report_on_Flexible_Workspaces_
Segment_in_India.pdf
CCPS or Cumulative Cumulative convertible preference shares having face value of ₹10 each
Convertible Preference Shares
Chief Financial Officer or The chief financial officer of our Company, being Sahil Jain
CFO
1Term Description
Company Secretary and The company secretary and compliance officer of our Company, being Punam Dargar
Compliance Officer
Corporate Office The corporate office of our Company, situated at Golf View Tower, Tower – B, Sector 42,
Gurugram – 122 002, Haryana, India
Corporate Promoters NS Niketan LLP, SNS Infrarealty LLP and Aryadeep Realestates Private Limited
CSR Committee or Corporate The corporate social responsibility committee of our Company, constituted in accordance
Social Responsibility with the Companies Act, 2013 and the SEBI Listing Regulations, described in “Our
Committee Management – Committees of our Board – Corporate Social Responsibility Committee” on
page 323
Director(s) The director(s) on our Board, as appointed from time to time
Equity Shares The equity shares of our Company having face value of ₹ 10 each
ESOP 2022 Employee Stock Option Plan 2022
Executive Director(s) The executive directors of our Company, who are whole-time directors. For further details of
the Executive Directors, see “Our Management – Board of Directors” on page 308
Group Companies Group companies of our Company, in accordance with Regulation 2(1)(t) of the SEBI ICDR
Regulations and the Materiality Policy. For further details, see “Group Companies” on page
459
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 308
Individual Promoters Neetish Sarda, Harsh Binani and Saumya Binani
Investor Selling Shareholder Space Solutions India Pte. Ltd. (formerly Lisbrine Pte Limited)
IPO Committee The IPO committee of our Board whose members are Neetish Sarda, Harsh Binani, Ho Kiam
Kheong and Atul Gautam.
Our Board in its meeting dated January 23, 2025 has noted that all agenda items in relation
to the Offer are required to be placed before the Board.
KMP or Key Managerial Key managerial personnel of our Company in terms of Regulation 2(1)(bb) of the SEBI ICDR
Personnel Regulations and Section 2(51) of the Companies Act, 2013 and as further described in “Our
Management - Key Managerial Personnel” on page 326
Managing Director The managing director of our Company, namely Neetish Sarda
Materiality Policy The policy adopted by our Board on June 18, 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
the Red Herring Prospectus and this Prospectus
Material Subsidiary The material subsidiary of our Company as identified in accordance with Regulation
16(1)(c) of the SEBI Listing Regulations and paragraph 11, I(A)(ii)(b) of Schedule VI of
the SEBI ICDR Regulations, namely Smartworks Space Pte. Ltd. For further details, see
“Our Subsidiaries” on page 294
MoA or Memorandum The memorandum of association of our Company, as amended from time to time
of Association
Nomination and The nomination and remuneration committee of our Board, constituted in accordance with
Remuneration Committee the Companies Act, 2013 and the SEBI Listing Regulations, described in “Our Management
- Committees of our Board” on page 319
Non-Executive (nominee) The non-executive non-independent nominee director on our Board being Ho Kiam Kheong
Director
Non-convertible Bonds 1,250 unlisted, unrated, senior, unsecured, non-convertible bonds of nominal value of ₹1.00
million each aggregating up to ₹ 1,250.00 million
Non-Executive Director The non-executive non-independent Director on our Board including the Non-Executive
(nominee) Director, described in “Our Management” on page 308
Promoters Neetish Sarda, Harsh Binani, Saumya Binani, NS Niketan LLP, SNS Infrarealty LLP and
Aryadeep Realestates Private Limited are the promoters of our Company in terms of
Regulation 2(1)(oo) of the SEBI ICDR Regulations. For details, see “Our Promoters and
Promoter Group” on page 329
Promoter Group Persons and entities constituting the promoter group of our Company, pursuant to Regulation
2(1)(pp) of the SEBI ICDR Regulations and as disclosed in “Our Promoters and Promoter
Group” on page 329
Promoter Selling NS Niketan LLP and SNS Infrarealty LLP
2Term Description
Shareholders
Registered Office The registered office of our Company, situated at Unit No. 305-310, Plot No 9, 10 and 11,
Vardhman Trade Centre, Nehru Place, South Delhi, Delhi – 110 019, India
Registrar of Companies or The Registrar of Companies, Delhi & Haryana at New Delhi
RoC
Restated Consolidated The restated consolidated financial information of our Company and its Subsidiaries for
Financial Information Fiscals ended March 31, 2025, March 31, 2024 and March 31, 2023, which comprises the
restated consolidated statement of assets and liabilities as at March 31, 2025, March 31, 2024
and March 31, 2023; the restated consolidated statements of profit and loss (including other
comprehensive income/loss), the restated consolidated statement of cash flows, the restated
consolidated statement of changes in equity, for the Financial Years ended March 31, 2025,
March 31, 2024 and March 31, 2023, the summary statement of material 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, as amended, the SEBI ICDR Regulations and
the Guidance Note on “Reports in Company Prospectuses (Revised 2019)” issued by ICAI,
as amended from time to time.
Risk Management Committee The risk management committee of our Board, constituted in accordance with the SEBI
Listing Regulations, as described in “Our Management - Committees of our Board” on page
316
Selling Shareholders Together, the Promoter Selling Shareholders and the Investor Selling Shareholder
Senior Management or SMP Senior management of our Company in terms of Regulation 2(1)(bbbb) of the SEBI ICDR
Regulations and as further described in “Our Management - Senior Management” on page
326
Shareholders The holders of the equity shares of our Company from time to time
Shareholders’ Agreement or Amended and Restated Shareholders’ Agreement dated March 27, 2024 (including the deeds
SHA of accession and deed of adherence executed in its terms thereof) between Space Solutions
India Pte. Ltd. (formerly Lisbrine Pte Limited), Neetish Sarda, Harsh Binani, Saumya Binani,
NS Niketan LLP, SNS Infrarealty LLP and our Company (“Amended and Restated
Shareholders’ Agreement”) and the Waiver Cum Amendment Agreement dated August 13,
2024 to the Amended and Restated Shareholders’ Agreement
Stakeholders Relationship The stakeholders’ relationship committee of our Board, constituted in accordance with the
Committee or SR Committee Companies Act, 2013 and the SEBI Listing Regulations, as described in “Our Management
- Committees of our Board – Stakeholders Relationship Committee” on page 321
Subsidiaries The subsidiaries of our Company as on the date of this Prospectus, as described in the section
“Our Subsidiaries” on page 294
For the purpose of financial information derived from Restated Consolidated Financial
Information in this Prospectus, “Subsidiaries” would mean Subsidiaries of our Company as
at and for the relevant Financial Year(s)
Warrants Subscription Warrants subscription agreement dated March 2, 2023, executed between our Company,
Agreement Neetish Sarda, Harsh Binani and Deutsche Bank A.G., London Branch
Offer Related Terms
Term Description
Abridged Prospectus A memorandum containing such salient features of a prospectus as may be specified by
SEBI
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
Addendum to the DRHP The addendum to the Draft Red Herring Prospectus dated December 27, 2024, filed with
SEBI and the Stock Exchanges and issued in accordance with the SEBI ICDR Regulations
Addendum to the RHP The addendum to the Red Herring Prospectus dated July 10, 2025, filed with SEBI and the
Stock Exchanges and issued in accordance with the SEBI ICDR Regulations
Allot/ Allotment/ Allotted Unless the context otherwise requires, the allotment of the Equity Shares pursuant to the
Fresh Issue and transfer of Offered Shares pursuant to the Offer for Sale to successful
Bidders
Allotment Advice Note or advice or intimation of Allotment sent to the successful 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
3Term Description
Anchor Investor A Qualified Institutional Buyer, who applied under the Anchor Investor Portion in
accordance with the requirements specified in the SEBI ICDR Regulations and the Red
Herring Prospectus and who had Bid for an amount of at least ₹ 100.00 million
Anchor Investor Allocation The final price, in this case being ₹407 per equity share of face value of ₹10 each, at which
Price Equity Shares were allocated to Anchor Investors in terms of the Red Herring Prospectus
and this Prospectus. The Anchor Investor Offer Price was unanimously decided by the Board
of Directors, in consultation with the BRLMs during the Anchor Investor Bidding Date
Anchor Investor Application The application form used by an Anchor Investor to make a Bid in the Anchor Investor
Form Portion, and which was considered as an application for Allotment in terms of the Red
Herring Prospectus and this Prospectus
Anchor Investor Bidding Date Wednesday, July 9, 2025, being one Working Day prior to the Bid/Offer Opening Date, on
which Bids by Anchor Investors were submitted, prior to and after which the BRLMs did
not accept any Bids from Anchor Investors, and allocation to Anchor Investors was
completed
Anchor Investor Offer Price Final price, in this case being ₹407 per Equity share of face value of ₹10 each, at which the
Equity Shares were Allotted to Anchor Investors in terms of the Red Herring Prospectus and
this Prospectus, which price was equal to or higher than the Offer Price and not higher than
the Cap Price. The Anchor Investor Offer Price was decided by our Company, in
consultation with the BRLMs
Anchor Investor Pay-in Date With respect to Anchor Investor(s), it was the Anchor Investor Bidding Date
Anchor Investor Portion 60% of the QIB Portion or 4,266,378* Equity Shares which was allocated by our Company
in consultation with the BRLMs, to Anchor Investors on a discretionary basis, in accordance
with the SEBI ICDR Regulations
*Subject to finalisation of Basis of Allotment
One-third of the Anchor Investor Portion was reserved for domestic Mutual Funds only,
subject to valid Bids having been received from domestic Mutual Funds at or above the
Anchor Investor Allocation Price, in accordance with the SEBI ICDR Regulations
Application Supported by An application, whether physical or electronic, used by ASBA Bidders to make a Bid and
Blocked Amount/ ASBA authorise an SCSB to block the Bid Amount in the ASBA Account and included applications
made by UPI Bidders using the UPI Mechanism where the Bid Amount was 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 an 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 amount 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 to the extent of the Bid Amount of the
ASBA Bidder
ASBA Bidders All Bidders except Anchor Investors
ASBA Form An application form, whether physical or electronic, used by ASBA Bidders to submit Bids
which was considered as the application for Allotment in terms of the Red Herring
Prospectus and this Prospectus
Bankers to the Offer Collectively, the Escrow Collection Bank, Refund Bank, Sponsor Banks and Public Offer
Account Bank, as the case may be
Basis of Allotment Basis on which Equity Shares will be Allotted to successful Bidders under the Offer, as
described in section “Offer Procedure” on page 491
Bid Amount The highest value of optional Bids indicated in the Bid cum Application Form and paid by
the Bidder and in the case of RIBs Bidding at the Cut off Price, the Cap Price multiplied by
the number of Equity Shares Bid for by such RIBs 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 Offer, as applicable
However, Eligible Employees who applied in the Employee Reservation Portion could apply
at the Cut-off Price and the Bid Amount was the Cap Price (net of Employee Discount),
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 did not exceed ₹ 0.50 million (net of Employee Discount). However, the initial
Allotment to an Eligible Employee in the Employee Reservation Portion did not exceed ₹
4Term Description
0.20 million (net of Employee Discount). Only in the event of under-subscription in the
Employee Reservation Portion, the unsubscribed portion could have been available for
allocation and Allotment, proportionately to all Eligible Employees who have Bid in excess
of ₹ 0.20 million (net of Employee Discount) subject to the maximum value of Allotment
made to such Eligible Employee not exceeding ₹ 0.50 million (net of Employee Discount)
Bid cum Application Form The Anchor Investor Application Form or the ASBA Form, as the context requires
Bid Lot 36 Equity Shares and in multiples of 36 Equity Shares thereafter
Bid(s) An indication to make an offer during the Bid/Offer Period by an ASBA Bidder pursuant to
submission of the ASBA Form, or during 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 and in terms of the
Red Herring Prospectus and the Bid cum Application Form. The term “Bidding” shall be
construed accordingly
Bid/ Offer Period Except in relation to Bids by Anchor Investors, the period between Thursday, July 10, 2025
and Monday, July 14, 2025
Bid/Offer Closing Date Except in relation to any Bids received from the Anchor Investors, the date after which the
Designated Intermediaries did not accept any Bids, being Monday, July 14, 2025.
Bid/Offer Opening Date Except in relation to any Bids received from the Anchor Investors, the date on which the
Designated Intermediaries had started accepting Bids, being Thursday, July 10, 2025.
Bidder Any investor who made a Bid pursuant to the terms of the Red Herring Prospectus and the
Bid cum Application Form and unless otherwise stated or implied, includes an ASBA Bidder
and an Anchor Investor
Bidding Centres Centres at which the Designated Intermediaries accepted the ASBA Forms, i.e., Designated
SCSB Branches for SCSBs, Specified Locations for Syndicate, Broker Centres for
Registered Brokers, Designated RTA Locations for CRTAs and Designated CDP Locations
for CDPs
BOBCAPS BOB Capital Markets Limited
Book Building Process Book building process, as provided in Schedule XIII of the SEBI ICDR Regulations, in
terms of which the Offer was made
Book Running Lead The book running lead managers to the Offer namely, JM Financial Limited, BOB Capital
Managers/ BRLMs Markets Limited, IIFL Capital Services Limited (formerly known as IIFL Securities Limited)
and Kotak Mahindra Capital Company Limited
Broker Centres Broker centres of the Registered Brokers as notified by the Stock Exchanges where ASBA
Bidders submitted the ASBA Forms, provided that RIBs may only submit ASBA Forms at
such broker centres if they are Bidding using the UPI Mechanism. The details of such broker
centres, 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)
Cap Price The higher end of the Price Band i.e., ₹ 407 per Equity Share bearing face value of ₹10 each.
Cash Escrow and Sponsor The agreement dated July 4, 2025 entered into among our Company, the Selling
Bank Agreement Shareholders, the Registrar to the Offer, the BRLMs, the Syndicate Members and Bankers
to the Offer in accordance with the UPI Circulars, for, among other things, the appointment
of the Escrow and Sponsor Banks, the collection of the Bid Amounts from Anchor Investors,
transfer of funds to the Public Offer 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
Demat account
Collecting Depository A depository participant as defined under the Depositories Act, 1996, registered with SEBI
Participant/ CDP and who is eligible to procure Bids at the Designated CDP Locations in terms of the SEBI
ICDR Master Circular, 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 at the
Transfer Agents/ CRTAs Designated RTA Locations in terms of, among others, SEBI ICDR Master Circular and
available on the websites of the Stock Exchanges at www.nseindia.com and
www.bseindia.com
Confirmation of Allocation Notice or intimation of allocation of the Equity Shares sent to Anchor Investors, who were
Note/ CAN allocated the Equity Shares, on/after the Anchor Investor Bidding Date
Cut-off Price Offer Price, finalised by our Company, in consultation with the BRLMs, being ₹407 per
Equity Share of face value of ₹10 each.
5Term Description
Only Retail Individual Bidders bidding in the Retail Portion and Eligible Employees
Bidding in the Employee Reservation Portion were entitled to Bid at the Cut-off Price. QIBs
(including Anchor Investors) and Non-Institutional Bidders were 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, bank account details, PAN and UPI ID, where applicable
Designated CDP Locations Such locations of the CDPs where Bidders (other than Anchor Investors) submitted the
ASBA Forms. The details of such Designated CDP Locations, along with names and contact
details of the CDPs eligible to accept ASBA Forms are available on the respective websites
of the Stock Exchanges (www.bseindia.com and www.nseindia.com) as updated from time
to time
Designated Date The date on which funds are transferred from the Escrow Accounts and the amounts blocked
transferred from the ASBA Accounts, as the case may be, to the Public Offer Account or
the Refund Account, as appropriate, in terms of the Red Herring Prospectus and this
Prospectus, after the finalisation of the Basis of Allotment in consultation with the
Designated Stock Exchange, following which Equity Shares were Allotted to successful
Bidders in the Offer
Designated Intermediaries In relation to ASBA Forms submitted by RIBs, NIBs Bidding with an application size of up
to ₹ 0.50 million (not using the UPI Mechanism) who authorised 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 was blocked
upon acceptance of UPI Mandate Request by such UPI Bidders using the UPI Mechanism,
Designated Intermediaries shall mean Syndicate, sub-Syndicate/ agents, Registered Brokers,
CDPs SCSBs and CRTAs
In relation to ASBA Forms submitted by QIBs (excluding Anchor Investors) and NIBs with
an application size of more than ₹ 0.50 million (not using the UPI Mechanism), Designated
Intermediaries shall mean SCSBs, Syndicate, sub-Syndicate/agents, Registered Brokers,
CDPs and CRTAs
Designated RTA Locations Such locations of the CRTAs where ASBA Bidders submitted the ASBA Forms to CRTAs
The details of such Designated RTA 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 collected the ASBA Forms, a list of which is available
on the website of SEBI at
https://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 National Stock Exchange of India Limited
Draft Red Herring Prospectus/ The draft red herring prospectus dated August 14, 2024, issued in accordance with the SEBI
DRHP ICDR Regulations, which did not contain complete particulars of the price at which the
Equity Shares will be Allotted and the size of the Offer, read with the Addendum to the
DRHP
Eligible Employee All or any of the following:
(i) a permanent employee of our Company or Subsidiaries working in India as on the
date of filing of the Red Herring Prospectus with RoC and who continued to be a
permanent employee of our Company or any of our Subsidiaries until the submission
of the Bid cum Application Form; or
(ii) a director of our Company and/ or Subsidiaries, whether whole-time or not, as on the
date of filing of the Red Herring Prospectus with the RoC and who continued to be a
permanent employee of our Company or any of our Subsidiaries or be our Director(s),
as the case may be until the submission of the Bid cum Application Form, but
excludes: (a) an employee who is a Promoter or belongs to the Promoter Group; (b) a
director who either by himself or through his relatives or through anybody corporate,
directly or indirectly holds more than 10% of outstanding Equity Shares of our
Company; and (c) an independent director
6Term Description
Eligible FPI(s) FPIs, from such jurisdictions outside India where it is not unlawful to make an offer/
invitation under the Offer and in relation to whom the Bid cum Application Form and the
Red Herring Prospectus constituted an invitation to subscribe or purchase the Equity Shares
offered thereby
Eligible NRI(s) A non-resident Indian, resident in a jurisdiction outside India where it is not unlawful to
make an offer or invitation under the Offer and in relation to whom the Red Herring
Prospectus and the Bid Cum Application Form constituted an invitation to subscribe or
purchase the Equity Shares offered thereby
Employee Discount Our Company, in compliance with the SEBI ICDR Regulations, offered a discount on the
Offer Price (equivalent of ₹37 per Equity Share) to Eligible Employees Bidding in the
Employee Reservation and which was announced at least two Working Days prior to the
Bid/Offer Opening Date
Employee Reservation Portion The portion of the Offer being up to 101,351* Equity Shares aggregating up to ₹ 37.50
million^, was made available for allocation to Eligible Employees, on a proportionate basis.
Such portion did not exceed 5% of the post-Offer equity share capital of our Company
*Subject to finalisation of Basis of Allotment
^A discount of ₹37 per Equity Share was offered to Eligible Employees Bidding in the Employee
Reservation Portion
Escrow Accounts The ‘no-lien’ and ‘non-interest bearing’ account opened with the Escrow Collection Bank
and in whose favour the Anchor Investors transferred 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 banker to an issue under
the SEBI BTI Regulations and with whom the Escrow Accounts was opened, in this case
being Kotak Mahindra Bank Limited
First Bidder / Sole Bidder Bidder whose name appeared in the Bid cum Application Form or the Revision Form and in
case of joint Bids, whose name appeared as the first holder of the beneficiary account held
in joint names
Floor Price The lower end of the Price Band i.e., ₹387 per Equity Share of face value of ₹10 each
Fresh Issue The fresh issue of up to 10,942,874*^ Equity Shares by our Company, at ₹ 407^ per Equity
Share (including a premium of ₹ 397 per Equity Share) aggregating to ₹ 4,450.00 million^.
*Subject to finalisation of Basis of Allotment
^A discount of ₹37 per Equity Share was offered to Eligible Employees Bidding in the Employee
Reservation Portion
Fugitive Economic Offender An individual who is declared a fugitive economic offender under Section 12 of the Fugitive
Economic Offenders Act, 2018
General Information The General Information Document for investing in public offers, prepared and issued in
Document accordance with the 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 is available on the websites of the Stock Exchanges and the BRLMs
Gross Proceeds The Offer proceeds from the Fresh Issue
IIFL IIFL Capital Services Limited (formerly known as IIFL Securities Limited)
Independent Chartered Ray & Ray, Chartered Accountants (firm registration number: 301072E)
Accountant
JM JM Financial Limited
Kotak Kotak Mahindra Capital Company Limited
Monitoring Agency CARE Ratings Limited
Monitoring Agency The agreement dated July 4, 2025 entered into between our Company and the Monitoring
Agreement Agency
Mutual Fund Mutual funds registered with SEBI under the SEBI Mutual Funds Regulations
Mutual Fund Portion The portion of the Offer being 5% of the Net QIB Portion consisting of 142,213^ Equity
Shares which were available for allocation to Mutual Funds only on a proportionate basis,
subject to valid Bids being received at or above the Offer Price
^ Subject to finalisation of the Basis of Allotment
Net Offer The Offer less the Employee Reservation Portion
Net Proceeds Proceeds of the Fresh Issue less our Company’s share of the Offer expenses. For further
details regarding the use of the Net Proceeds and the Offer expenses, see “Objects of the
Offer” on page 150
7Term Description
Net QIB Portion The portion of the QIB Portion less the number of Equity Shares Allotted to the Anchor
Investors
Non-Institutional Bidders/ All Bidders, including FPIs other than individuals, corporate bodies and family offices,
NIBs registered with SEBI that are not QIBs (including Anchor Investors) or RIBs 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 Offer having been not less than 15% of the Net Offer, consisting of
2,133,190^ Equity Shares, available for allocation to NIBs in accordance with the SEBI
ICDR Regulations, subject to valid Bids being received at or above the Offer Price, out of
which i) one third was reserved for Bidders with Bids exceeding ₹ 0.20 million up to ₹ 1.00
million; and ii) two-thirds was reserved for Bidders with Bids exceeding ₹ 1.00 million,
provided that the unsubscribed portion in either of such sub-categories have been allocated
to applicants in the other sub-category of NIBs subject to valid Bids having been received
at or above the Offer Price
^Subject to finalisation of Basis of Allotment
Non-Resident / NR A person resident outside India, as defined under FEMA and includes NRIs, FPIs and FVCIs
Offer The initial public offering of up to 14,322,614^ Equity Shares of face value of ₹ 10 each for
cash at a price of ₹ 407*^ each (including a share premium of ₹ 397 each), aggregating up to
₹ 5,825.55^ million by our Company comprising Fresh Issue and Offer for Sale. The Offer
comprises the Net Offer and Employee Reservation Portion
*Subject to finalisation of Basis of Allotment
^A discount of ₹ 37 per Equity Share was offered to Eligible Employees Bidding in the Employee
Reservation Portion
Offer Agreement The agreement dated August 14, 2024 among our Company, the Selling Shareholders and
the BRLMs, pursuant to which certain arrangements are agreed to in relation to the Offer
read with the first amendment to the offer agreement among our Company, the Selling
Shareholders and the BRLMs dated January 23, 2025, and the second amendment to the
offer agreement among our Company, the Selling Shareholders and the BRLMs dated June
19, 2025
Offer for Sale The offer for sale by the Selling Shareholders comprised of an aggregate of to 3,379,740*
Equity Shares at the Offer Price aggregating up to ₹ 1,375.55 million
*Subject to finalisation of Basis of Allotment
Offer Price ₹ 407^ per Equity Share of face value of ₹ 10 each decided by our Company, in consultation
with the BRLMs on the Pricing Date, in accordance with the Book Building Process and in
terms of the Red Herring Prospectus.
^A discount of ₹ 37 per Equity Share was offered to Eligible Employees Bidding in the Employee
Reservation Portion
This Employee Discount was decided by our Company, in consultation with the Book
Running Lead Managers, on the Pricing Date in accordance with the Book Building Process
and the Red Herring Prospectus
Offer Proceeds The proceeds of the Fresh Issue which shall be available to our Company and the proceeds
of the Offer for Sale which shall be available to the Selling Shareholders. For further
information about use of the Offer Proceeds, see “Objects of the Offer” on page 150
Offered Shares The cumulative number of Equity Shares being offered by the Selling Shareholders in the
Offer for Sale comprising of an aggregate of 3,379,740 Equity Shares aggregating up to ₹
1,375.55 million^
^Subject to finalisation of Basis of Allotment
Price Band Price band of a minimum price of ₹387 per Equity Share (Floor Price) and the maximum
price of ₹407 per Equity Share (Cap Price) including any revisions thereof.
The Price Band and the minimum Bid Lot for the Offer have been decided by our Company,
in consultation with the Book Running Lead Managers, and has been advertised in all
editions of Financial Express, an English national daily newspaper and all editions of
Jansatta (a widely circulated Hindi newspaper, Hindi being the regional language of New
Delhi, where our Registered Office is located) at least two Working Days prior to the
Bid/Offer Opening Date and was 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 BRLMs, finalised the Offer Price,
being July 14, 2025
Prospectus This Prospectus dated July 14, 2025 filed with the RoC in accordance with the Companies
8Term Description
Act, 2013, and the SEBI ICDR Regulations containing, inter alia, the Offer Price that is
determined at the end of the Book Building Process, the size of the Offer and certain other
information
Public Offer Account Bank The bank which is a clearing member registered with SEBI under the SEBI BTI Regulations,
and with which the Public Offer Account was opened for collection of Bid Amounts from
Escrow Accounts and ASBA Accounts on the Designated Date, in this case being HDFC
Bank Limited
Public Offer Account The ‘no-lien’ and ‘non-interest bearing’ bank account opened with the Public Offer Account
Bank under Section 40(3) of the Companies Act, 2013, to receive monies from the Escrow
Accounts and ASBA Accounts on the Designated Date
QIB Category/ QIB Portion The portion of the Offer (including the Anchor Investor Portion) being not more than 50%
of the Net Offer, consisting of 7,110,630^ Equity Shares aggregating to ₹ 2,894.03 million
which were Allotted to QIBs (including Anchor Investors) on a proportionate basis,
including the Anchor Investor Portion (in which allocation was made on a discretionary
basis, as determined by our Company, in consultation with the BRLMs), subject to valid
Bids being received at or above the Offer Price
^Subject to finalisation of Basis of Allotment
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 The Red Herring Prospectus dated July 4, 2025 issued in accordance with Section 32 of the
Companies Act, 2013 and the provisions of the SEBI ICDR Regulations, which did not have
complete particulars of the price at which the Equity Shares will be offered and the size of
the Offer, read with the Addendum to the RHP
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 Offer which are a clearing member registered with SEBI under the SEBI
BTI Regulations with whom the Refund Account was opened, in this case being Kotak
Mahindra Bank Limited
Registered Brokers Stockbrokers registered with SEBI under the Securities and Exchange Board of India (Stock
Brokers and Sub-Brokers) Regulations, 1992 and the stock exchanges having nationwide
terminals, other than the members of the Syndicate and eligible to procure Bids in terms of
the SEBI ICDR Master Circular and the UPI Circulars, issued by SEBI
Registrar Agreement The agreement dated August 13, 2024 entered into among our Company, the Selling
Shareholders and the Registrar to the Offer in relation to the responsibilities and obligations
of the Registrar to the Offer pertaining to the Offer
Registrar to the Company CB Management Services (P) Limited
Registrar to the Offer/ MUFG Intime India Private Limited (Formerly Link Intime India Private Limited)
Registrar
Resident Indian A person resident in India, as defined under FEMA
Retail Individual Bidder(s)/ Individual Bidders, who have Bid for the Equity Shares for an amount not more than ₹ 0.20
RIB(s) million in any of the bidding options in the Offer (including HUFs applying through their
Karta and Eligible NRIs and does not include NRIs other than Eligible NRIs)
Retail Portion The portion of the Offer being not less than 35% of the Net Offer consisting of 4,977,443^
Equity Shares aggregating to ₹ 2,025.82 million, which were available for allocation to
Retail Individual Bidders in accordance with the SEBI ICDR Regulations, subject to valid
Bids having been received at or above the Offer Price
^Subject to finalisation of Basis of Allotment
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), as applicable
QIB Bidders and Non-Institutional Bidders were not allowed to withdraw or lower their
Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage. Retail
Individual Bidders could revise their Bids during the Bid/Offer Period and withdraw their
Bids until Bid/Offer Closing Date
SCORES SEBI Complaints Redress System
Self-Certified Syndicate The banks registered with SEBI, offering services: (i) in relation to ASBA (other than
Bank(s)/ SCSB(s) through UPI Mechanism), a list of which is available on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34
or
https://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
9Term Description
(ii) in relation to ASBA (through UPI Mechanism), a list of which is available on the website
of SEBI at
https://sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40 or
such other website as may be prescribed by SEBI and updated from time to time
In relation to Bids (other than Bids by Anchor Investor) 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 Form from the members of
the Syndicate is available on the website of SEBI
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=3
5) and updated from time to time. For more information on such branches collecting Bid
cum Application Form from the Syndicate at Specified Locations, see the website of SEBI
at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35
as updated from time to time
Applications through UPI in the Offer could be made only through the SCSBs mobile
applications (apps) whose name appears on the SEBI website. A list of SCSBs and mobile
application, which, are live for applying in public issues using UPI Mechanism is appearing in
the “list of mobile applications for using UPI in Public Issues” displayed on SEBI
website at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43. The said
list shall be updated on SEBI website from time to time
Share Escrow Agent Escrow agent to be appointed pursuant to the Share Escrow Agreement, namely, MUFG
Intime India Private Limited (Formerly Link Intime India Private Limited)
Share Escrow Agreement Agreement dated February 10, 2025 entered into between the Selling Shareholders, our
Company and the Share Escrow Agent in connection with the transfer of Offered Shares by
the Selling Shareholders and credit of such Offered Shares to the Demat account of the
Allottees, read with the first amendment to the share escrow agreement among our
Company, the Selling Shareholders and the Share Escrow Agent dated July 4, 2025
Specified Locations Bidding centres where the Syndicate accepted ASBA Forms from Bidders, a list of which
will be included in the Bid cum Application Form
Sponsor Banks The Bankers to the Offer 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 HDFC 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 BRLMs and the Syndicate Members,
to collect ASBA Forms and Revision Forms
Syndicate Agreement Agreement dated July 4, 2025 entered into among our Company, the Selling Shareholders,
the Registrar to the Offer, the BRLMs and the Syndicate Members in relation to collection
of Bid cum Application Form by the Syndicate
Syndicate Members Intermediaries (other than the BRLMs) registered with SEBI who are permitted to accept
bids, applications and place order with respect to the Offer and carry out activities as an
underwriter, namely, Kotak Securities Limited and JM Financial Services Limited
Syndicate/Members of the Together, the BRLMs and the Syndicate Member(s)
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 Collectively, the BRLMs and Syndicate Members
Underwriting Agreement Underwriting agreement dated July 14, 2025 entered into among the Underwriters, our
Company and the Selling Shareholders
UPI Unified Payments Interface, which is an instant payment mechanism, developed by NPCI
UPI Bidders Collectively, individual investors who applied as (i) Retail Individual Bidders in the Retail
Portion, and (ii) Individuals applying as Non-Institutional Bidders with an application size
of up to ₹ 0.50 million in the Non-Institutional Portion and Bidding under the UPI
Mechanism through ASBA Form(s) submitted with Syndicate Members, Registered
Brokers, Collecting Depository Participants and Collecting Registrar and Share Transfer
10Term Description
Agents
Pursuant to the SEBI ICDR Master Circular, all individual investors applying in public
issues where the application amount is up to ₹ 0.50 million are required to use UPI
Mechanism and are required to provide their UPI ID in the Bid cum Application Form
submitted with: (i) a syndicate member, (ii) a stock broker registered with a recognised 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 Collectively, SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26,
2019, SEBI ICDR Master Circular and the SEBI RTA Master Circular (to the extent they
pertain to the UPI Mechanism) along with the circular issued by the NSE having reference
number 25/2022 dated August 3, 2022 and the circular issued by BSE Limited having
reference no. 20220803-40 dated August 3, 2022, any subsequent circulars or notifications
issued by the SEBI or the Stock Exchanges in this regard.
UPI ID ID created on 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 authorise blocking of funds on the UPI
application equivalent to the Bid Amount, and the subsequent debit of funds in case of
Allotment
UPI Mechanism The Bidding mechanism used by UPI Bidders to make Bids in the Offer 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 SEBI
Borrower ICDR Regulations
Working Day(s) All days on which commercial banks in Mumbai, Maharashtra, India are open for business,
provided however, for the purpose of announcement of the Price Band and the Bid/Offer
Period, “Working Day” shall mean all days, excluding all Saturdays, Sundays and public
holidays on which commercial banks in Maharashtra, India are open for business and the
time period between the Bid/Offer Closing Date and listing of the Equity Shares on the Stock
Exchanges, “Working Day” shall mean all trading days of the Stock Exchanges excluding
Saturdays and 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
AI Artificial intelligence
AIF Alternate investment fund
ALM Asset- liability mismatch
Bn/bn Billion
BSE BSE Limited
CAGR Compounded annual growth rate
Calendar Year or year Unless the context otherwise requires, shall refer to the twelve-month period ending
December 31
Category I AIF AIFs who are registered as “Category I Alternative Investment Funds” under the SEBI AIF
Regulations
Category II AIF AIFs who are registered as “Category II Alternative Investment Funds” under the SEBI AIF
Regulations
Category I FPI FPIs who are registered as “Category I Foreign Portfolio Investors” under the SEBI FPI
Regulations
Category III AIF AIFs who are registered as “Category III Alternative Investment Funds” under the SEBI
11Term Description
AIF Regulations
CDSL Central Depository Services (India) Limited
CIN Corporate Identity Number
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
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
EPS Earnings per share
EUR/ € Euro
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
FI Financial institutions
Financial Year, Fiscal, FY/ Period of twelve months ending on March 31 of that particular year, unless stated otherwise
F.Y.
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
GDP Gross domestic product
GoI / Central Government Government of India
GST Goods and services tax
HUF Hindu undivided family
Income Tax Act,1961 The Income-tax Act, 1961
ICAI The Institute of Chartered Accountants of India
ICMAI The Institute of Cost Accountants of India
ICSI The Institute of Company Secretaries 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
KPIs Key Performance Indicators
MCA Ministry of Corporate Affairs, Government of India
MCLR Marginal cost of fund-based lending rate
Mn/ mn Million
MNC Multi-national corporations
N.A. Not applicable
NAV Net asset value
12Term Description
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 A company, partnership, society or other corporate body owned directly or indirectly to the
Body 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 Offer
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
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
SaaS Software as a service
SCRA Securities Contracts (Regulation) Act, 1956
SCRR Securities Contracts (Regulation) Rules, 1957, as amended
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 number 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, 2015
Regulations
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 Mutual Funds Securities and Exchange Board of India (Mutual Funds) Regulations, 1996
Regulations
SEBI RTA Master Circular SEBI master circular no. SEBI/HO/MIRSD/MIRSD-PoD- /P/CIR/2025/91 dated June 23,
2025
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
13Term Description
State Government Government of a state of India
Sq. Ft. Square feet
TDS Tax deducted at source
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 / US$ United States Dollars
USFDA U.S. Food and Drug Administration
VAT Value added tax
VCF(s) 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, which is the total cost of acquisition of shares
currently held by the person/entity divided by the total number of shares currently held by
the person/ entity
Wi-Fi Wireless Fidelity
Technical and industry related terms
The below technical and industry related terms have been reproduced from the CBRE Report:
Company Definition
Company Type Definition
Start-up Indian company, with < 5 years of existence and <500 employees
SME Indian company, with >5 years of existence and <500 employees
Corporate/MNC Indian company, with >500 employees OR Company headquartered outside India,
irrespective of years of existence and no. of employees
Freelancer Individuals
Abbreviations:
Term Description
APAC Asia Pacific
CAGR Compounded Annual Growth Rate
CY Current Year
MMR Mumbai Metropolitan Region
FY Financial Year
CPI Consumer Price Index
FDI Foreign Direct Investment
GDP Gross Domestic Product
GST Goods and Services Tax
IMF International Monetary Fund
Mn Million
NCR National Capital Region
OMR Old Mahabalipuram Road
PMAY Pradhan Mantri Aawas Yojana
psf per square feet
INR Indian National Rupee
USD United States Dollar
RBI Reserve Bank of India
SEZ Special Economic Zone
sq. ft. or sf or sft square feet
Stats Statistics
14Term Description
Flex Flexible Workspace
TAM Total Addressable Market
GER Gross Enrolment Ratio
FaaS Fit-out-as-a-Service
GCC Global Capability Centre
SME Small-Medium-Enterprises
MNC Multinational Corporations
CAM Common Area Maintenance
F&B Food & Beverage
Y-o_Y Year-on-Year
HNI High Net-worth Individuals
EMEA Europe,Middle East, and Africa
Glossary:
Description
1 Development Completions / Supply - Represents the total area of new floor space that has reached practical completion
and is occupied, ready for occupation or an occupancy permit, where required, has been issued during the survey
period
2 Total Stock - Represents the total completed space (occupied and vacant) in the market at the end of the quarter/year.
3 Vacant Space - Represents the total office space in completed properties, which is available for lease and is being
actively marketed at the end of the quarter / year. Space that is not being marketed or is not available for occupation
is excluded from vacancy. Space that is Under Construction is also excluded from Vacant Space
4 Vacancy Rate (%) Calculation - Vacant Space expressed as a percentage of Total Stock
5 Total Occupied Stock Calculation - Total Stock minus Vacant Space
6 Absorption/Take Up - Represents the total office space known to have been let out to tenants or owner-occupiers
during the survey period. A property is deemed to be taken-up only when contracts are signed, or a binding agreement
exists. Unless otherwise stated, references to absorption shall refer to gross absorption
7 Rental Values - Quoted rental values; measured in INR/sq. ft./month representing the average asking (quoted) rental
rate for all available space in existing buildings at the end of the quarter/year. This rate indicates an average of what
landlords would charge to lease space in that market, with operating costs covered by the tenant. Rental values
provided are exclusive of property taxes
8 SEZ Stock - Refers to a development type; includes all IT-focused Special Economic Zones approved as per the SEZ
India Authority
9 Non-SEZ Stock - Refers to a development type; includes buildings developed for occupiers involved in IT/ITeS
operations (as defined in the National and State Level IT Policies), inclusive of STPI (Software Technology Parks of
India) and includes all non-IT buildings, inclusive of those for corporate office space
10 Grade A - Refers to a development type; the tenant profile includes prominent multinational corporations, while the
building area is not less than 10,000 sq. ft. It includes an open plan office with large size floor plates, adequate ceiling
height, 24 X 7 power back-up, supply of telephone lines, infrastructure for access to internet, central air-conditioning,
spacious and well decorated lobbies, circulation areas, good lift services, sufficient parking facilities and has
centralized building management and security systems
11 Grade B - Refers to a development type; the tenant profile includes mid to small sized corporates, average floor plate
sizes, flexible layout, adequate lobbies, provision of centralized or free-standing air-conditioning, adequate lift
services and parking facilities. An integrated property management system might not be in place, while external facade
might be ordinary. Multiple ownership might be a norm
12 Institutional Stock - Institutionally held stock / Institutional Stock refers to office assets which are majorly owned and
have witnessed investment activity by institutional players such as private equity (“PE”) funds, pension funds,
sovereign wealth funds, insurance companies, and real estate investment trusts (“REITs”)
13 Non-institutional Stock - Non-institutional refers to office stock that is held /owned by the developers themselves or
have witnessed investment by individual investors and HNI and /or combination of both
14 Global Capability Centre - GCCs are the captive hubs that include both MNC-owned units that undertake work for
the parent’s global operations and the company-owned units of domestic firms
15 Placemaking - Placemaking spans planning, designing, and managing spaces that inspire and promote social
interactions and exchange, contributing to an elevated holistic experience
16 Alternate assets - Alternate assets refer to mixed-use developments, hotel, and mall establishments
17 Refurbishment - Refurbishment refers to the process of renovating and improving a property to enhance its
functionality and value. This includes structural repairs, updating electrical and plumbing systems, modernizing
15Description
interiors, enhancing energy efficiency, and improving exterior features with a goal to restore and upgrade the property
to meet current standards and market demands
18 Net Absorption - Net Absorption represents total office space known to have been let out to tenants or owner-occupiers
excluding the space that has been vacated, during the survey period
19 Gross Absorption - Gross absorption represents the total office space been let out to tenants or owner-occupiers during
the survey period
20 Flex/Flexible Stock - Summation of the total area under occupancy/management by all the flexible workspace
operators across the country
21 Benchmarked Operators - For the purpose of this report, benchmarked operators refer to WeWork India, IndiQube,
and Awfis. For further details, see “Industry Overview- Competition and Benchmarking (Selected Operators in India)”
on page 232.
Business related terms
Term Definition
A proprietary technology tool used for operations, enhancing efficiency and streamlining
BuildX
communication across our sales, design, project, and procurement teams
A Centre, which is an entire/ large building converted into an amenitised and tech-enabled
Campus
managed workspace environment with bundled services
Capacity Seats The maximum number of Seats available in a Centre of our Company.
Centres Any facility (floor, entire building, campus) with or without shared amenities or services
run by any flex space operator. A Campus is a Centre
Committed Occupancy Rate is the percentage of Committed Seats out of the total Capacity
Committed Occupancy Rate
Seats in Operational Centres
Refers to the sum of (i) Occupied Seats of Operational Centres; and (ii) Seats occupancy in
our Operational Centres reserved by the Client(s) through an agreement or a letter of intent
Committed Seats
and by payment of security deposit, and such Client(s) are yet to move-in to our Operational
Centre(s) pursuant to such agreement or letter of intent
Customer relationship management, a technology system used to manage and analyse
CRM
customer interactions and data throughout the customer lifecycle
Companies in India with more than 500 employees or companies headquartered outside
Enterprise(s)
India, irrespective of years of existence and number of employees
Fit-out-as-a-service, an ancillary business of our Company whereby our Company provides
FaaS
fit-out services of the office spaces of the Clients, not being in our Centres
Fit-outs Centres Centre(s) of our Company, for which fit-out works are under progress and are not yet ready
for Clients to move-in and start availing our services
Internet of Things, a network of devices used in office environments for building
IoT
management
Landlords The owner of a Centre, including a real-estate developer
Centres which are operational for more than 12 months from date of commencement of
Mature Centre(s)
operations
Megawatt peak - A unit of measure for the peak power output of a photovoltaic (solar)
MWp
system under standard test conditions
New Centres which our Company intends to open of different sizes in the next three Fiscals,
primarily in cities such as Pune (Maharashtra), Bengaluru (Karnataka), Hyderabad
New Centres
(Telangana), Mumbai (Maharashtra), Gurugram (Haryana), Kolkata (West Bengal),
Chennai (Tamil Nadu), and Noida (Uttar Pradesh)
Number of Occupied Seats Total number of Seats contracted in our Mature Centres. This also includes the Seats
for Mature Centres occupied by our Company in respective Centres
Occupied Seats The total number of Seats contracted with our Clients in our Operational Centres. This
also includes the Seats occupied by our Company in the respective Centres
The percentage of the total number of Occupied Seats divided by total number out of
Occupancy Rate
Capacity Seats in a Centre
Occupancy Rate for Mature The percentage of Occupied Seats in all Mature Centres out of the Capacity Seats for all
Centres Mature Centres
Pan-India Refers to the four regions of India i.e. east, west, north and south, India
Revenue from lease rentals as per the Restated Consolidated Financial Information,
Rental Revenue
excluding the impact of revenue equalisation reserve under applicable Ind AS
16Term Definition
A notional work unit created to serve as the key unit of measurement of the inventory
created and sold by our Company in a Centre. A Seat should not necessarily be assumed to
Seat(s)
be an actual physical workstation or chair or work unit, and it is only a notional unit of
measure in the context
Total Seats due for retention of the total Occupied Seats by our Clients for which lock-in
Seats due for Retention
tenure was due for expiry during the year
Occupied Seats by our Clients who chose to continue occupying Seats after expiry of lock-
Seats Retained
in tenure during the year.
Digitally enabled retail spaces within Centres that offer grocery, food and beverages,
Smart Convenience Stores
stationary products
Major metropolitan cities with large populations, advanced infrastructure, and significant
economic activity, namely, Delhi, Mumbai (Maharashtra), Bengaluru (Karnataka),
Tier 1 cities
Hyderabad (Telangana), Chennai (Tamil Nadu), Pune (Maharashtra), Kolkata (West
Bengal), Gurugram (Haryana) and Noida (Uttar Pradesh)
Cities with growing economy and infrastructure, often considered as emerging markets,
Tier 2 cities
namely, Indore, Ahmedabad, Jaipur, Coimbatore and Kochi
Value-added services provided by us through revenue sharing arrangement with our service
VAS partners, such as cafeterias, sport zones, Smart Convenience Stores, gymnasiums, crèches
and medical centres
Weighted average lock-in Average lock-in period in agreements with our Clients, weighted by the monthly rental
tenure
Weighted average total Average contract period for which we enter into agreements with our Clients, weighted by
tenure the monthly rental
Key performance indicators
The table below set out the definition of our key performance indicators as identified in “Basis for Offer Price”
on page 165.
Term Definition
Adjusted EBITDA Adjusted EBITDA is EBITDA adjusted for cash outflow for lease liabilities during the year
Capital employed is calculated as the sum of total equity, total borrowings minus cash &
Capital Employed bank (including bank deposits, security deposit (cash collateral) and investments in mutual
funds)
Cities Total number of cities in which we have geographic presence.
Customers of our Company, which include Enterprises, other companies, other legal
Clients
entities and individuals
Earnings before Interest, Tax, Depreciation & Amortisation (EBITDA) is calculated as
EBITDA restated profit / (loss) before tax plus finance costs, depreciation & amortisation expenses
less other income
EBITDA Margin EBITDA Margin is calculated as EBITDA divided by Revenue from operations
Number of Capacity Seats in The maximum number of Seats available across all our Centres (Operational Centres +
all Centres Centres under fit outs + centres yet to be handed over by landlord)
Number of Capacity Seats in Number of Capacity Seats in Operational Centres means the maximum number of Seats
Operational Centres available across all our Operational Centres
Sum of our Company’s Centres for which our Company has entered into definitive
Number of Centres agreements with the respective Landlords, and includes Operational Centres, Fit-outs
Centres and Centres yet to be handed over by the respective Landlords
The Customers of our Company, which include Enterprises, other companies, other legal
No. of Clients
entities and individuals which occupy Seats in our Operational Centres.
Number of Occupied Seats in Total number of Seats contracted in our Operational Centres. This also includes the Seats
Operational Centres occupied by our Company in respective Centres
Occupancy Rate in The percentage of the Occupied Seats out of Capacity Seats in Operational Centres
Operational Centres
Centres of our Company which are under operation and managed by us, but exclude Fit-
Operational Centres outs Centres or/ and Centres which are yet to be handed over to us by the respective
Landlord(s)
17Term Definition
The restated profit / (loss) for the year after tax as per the Restated Consolidated Financial
Restated Loss for the year
Information.
Restated loss for the year as a Calculated as restated profit / (loss) for the year divided by Total Income
percentage of Total Income
Return on Capital Employed ROCE is calculated as Adjusted EBITDA divided by capital employed
Revenue from Operation Revenue from operations growth means (Revenue from Operations in current year -
Growth Revenue from Operations in previous year) / Revenue from Operations in previous year.
Revenue from operations means revenue from operations as per the Restated Consolidated
Revenue from Operations
Financial Information
Seats Retention Rate refers to the percentage of the Seats Retained upon total Seats due for
Seats Retention Rate
Retention
Super Built-up Area/ SBA The 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
Total Assets Total Assets means total assets owned by the company at the period end as per the
Restated Consolidated Financial Information
Total Equity Total Equity is calculated as the sum of equity share capital and other equity
Total Income means sum of revenue from operations and other income as per the Restated
Total Income
Consolidated Financial Information.
Total Income Growth means (Total Income in current year - Total Income in previous year)
Total Income Growth
/ Total Income in previous year.
18CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND
CURRENCY OF PRESENTATION
Certain Conventions
All references in this 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 and all references to the “Singapore” are to the Republic of Singapore and its
territories and possessions.
Page Numbers
Unless indicated otherwise, all references to page numbers in this Prospectus are to page numbers of this
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 Prospectus
are to a calendar year and references to a Fiscal/Financial Year are to the year ended on March 31, of that calendar
year. Certain other financial information pertaining to our Subsidiaries and Group Companies is derived from
their respective audited financial statements.
Unless indicated otherwise or the context requires otherwise, the financial information and financial ratios in this
Prospectus have been derived from our Restated Consolidated Financial Information. For further information, see
“Restated Consolidated Financial Information” on page 338.
The restated consolidated financial information of our Company and its Subsidiaries as at and for the Fiscals ended
March 31, 2025, March 31, 2024 and March 31, 2023, which comprises the restated consolidated statement of assets
and liabilities as at March 31, 2025, March 31, 2024 and March 31, 2023; the restated consolidated statements of
profit and loss (including other comprehensive income/loss), the restated consolidated statement of cash flows, the
restated consolidated statement of changes in equity, for the Financial Years ended March 31, 2025, March 31, 2024
and March 31, 2023, the summary statement of material 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, as amended,
the SEBI ICDR Regulations and the Guidance Note on “Reports in Company Prospectuses (Revised 2019)” issued
by ICAI, as amended from time to time and included in the section “Restated Consolidated Financial Information”
on page 338.
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 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
– 58. 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 104. The degree to which the financial
information included in this Prospectus will provide meaningful information is entirely dependent on the reader’s
level of familiarity with Ind AS, 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 Prospectus should accordingly be limited.
In this 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, (i) the sum or percentage change of such numbers
may not conform exactly to the total figure given; and (ii) the sum of the numbers in a column or row in certain
19tables may not conform exactly to the total figure given for that column or row. Further, any figures sourced from
third party industry sources may be rounded off to other than to the second decimal.
Any 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 39, 248 and 400, respectively, and elsewhere
in this 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 Prospectus, for instance Net Asset Value per Equity Share, EBITDA, Adjusted
EBITDA, Capital Employed, Return on Capital Employed, Total Borrowings, Net Debt, Net Worth and Rental
Revenue, among others (the “Non-GAAP Measures”), presented in this 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 Financial 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 Financial 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 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 Financial 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 430 and “Risk Factors – 57. We have presented certain supplemental information
of our performance and liquidity which is not prepared under or required under Ind AS.” on page 103.
Industry and Market Data
Industry and market data used in this Prospectus has been obtained or derived from the report titled “Flexible
Workspaces Segment in India” dated June 20, 2025 prepared by CBRE South Asia Private Limited (“CBRE
Report”) that has been commissioned and paid for by our Company and prepared by CBRE exclusively for the
purpose of understanding the industry our Company operates, in connection with the Offer pursuant to
engagement letter dated May 15, 2024. The CBRE Report is available on the website of our Company at
https://smartworksoffice.com/assets_html/pdf/Industry_Report_on_Flexible_Workspaces_Segment_in_India.pd
f. CBRE has confirmed pursuant to its letter dated June 20, 2025 that it is an independent agency and is not related,
in any manner, to our Company, our Directors, our Promoters, our Key Managerial Personnel, our Senior
Management or the Book Running Lead Managers. Further, pursuant to its letter dated June 20, 2025 CBRE has
accorded its no objection and consent to use the CBRE Report in relation to the Offer.
The CBRE Report is subject to the following disclaimer:
“CBRE South Asia Pvt. Ltd. (‘CBRE’) has prepared ‘Industry Report on Flexible Workspaces Segment in India’
(‘Industry Report’) dated June 20, 2025.
CBRE is not operating under a Financial Services License when providing the Industry Report, which do not
constitute financial product advice. Investors should consider obtaining independent advice from their financial
advisor before making any decision to invest in/with the Client.
Any reference to CBRE within the Offer Document must be read in conjunction with the full Industry report.
CBRE disclaims all liability to any investor.
20CBRE disclaims any liability to any person in the event of an omission from, or false and misleading statements
included in the Offer Documents other than in respect to this Industry Report.
The Industry Report is strictly limited to the matters contained within, and should not be read as extending, by
implication or otherwise, to any other matter in the Offer Documents. Without limitation to the above, no liability
is accepted for any loss, harm, cost or damage (including special, consequential or economic harm or loss)
suffered as a consequence of fluctuations in the real estate market subsequent to the date of the report.
CBRE has prepared the Industry Report relying on and referring to information provided by third parties, publicly
available information as well as industry publications and other sources (“Information”).
This report has been prepared, based on CBRE’s current anecdotal and evidence-based views of the real estate
market. Although CBRE believes its views reflect market conditions on the date of this Industry Report, they are
subject to significant uncertainties and contingencies, many of which are beyond CBRE’s control. In addition,
many of CBRE’s views are opinion and/or projections based on CBRE’s subjective analyses of current market
circumstances. Other firms may have different opinions, projections and analyses, and actual market conditions
in the future may cause CBRE’s current views to later be incorrect. CBRE has no obligation to update its views
herein if its opinions, projections, analyses or market circumstances later change.
Any forward-looking statements contained in this report are based on certain assumptions, which in its opinion
are true as on the date of this report and could fluctuate due to changes in factors underlying such assumptions
or events that cannot be reasonably foreseen.
The Industry Report may not be reproduced in whole or in part by any third parties without prior written approval
of CBRE.”
Although the industry and market data used in this Prospectus is believed to be reliable, the data used in these
sources may have been re-classified by us for the purposes of presentation however, no material data in connection
with the Offer has been omitted. Data from these sources may also not be comparable.
Industry sources and publications may base their information on estimates and assumptions that may prove to be
incorrect. The extent to which the industry and market data presented in this Prospectus is meaningful 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 – 48. We have commissioned an industry report from CBRE, which
has been used for industry related data in this Prospectus and such information is subject to inherent risks.” on
page 99.
In accordance with the disclosure requirements under the SEBI ICDR Regulations, the section “Basis for the Offer
Price” on page 165 includes information relating to our peer group companies. Such information has been derived
from publicly available sources specified therein. Accordingly, no investment decision should be solely made on
the basis of such information.
Currency 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.
• “SGD” or “Singapore Dollars” are to Singapore Dollars, the official currency of the Republic of
Singapore.
In this Prospectus, our Company has presented certain numerical information. Except otherwise as stated, all
figures have been expressed in millions. One million represents ‘10 lakhs’ or 1,000,000. However, where any
figures that may have been sourced from third-party industry sources are expressed in denominations other than
millions or may be rounded off to other than two decimal points in the respective sources, such figures appear in
21this Prospectus expressed in such denominations or rounded-off to such number of decimal points as provided in
their respective sources.
Time and Year
All references to time in this Prospectus are to Indian Standard Time. Unless indicated otherwise, all references
to a year in this Prospectus are to a calendar year.
Exchange Rates
This 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 Fiscals indicated, information with respect to the exchange rates between
the Indian Rupee and the respective foreign currency:
(in ₹ )
As at
Currency
March 31, 2025 March 31, 2024 March 31, 2023
1 US $ 85.58 83.37 82.22
1 SGD 63.63 61.78 61.76
Source: www.fbil.org.in; www.x-rates.com
Note: Since March 31, 2025, was a public holiday, the exchange rate was considered as on March 28, 2025, being the last working day prior to March 31, 2025.
Further, since March 31, 2024, was a Sunday, the exchange rate was considered as on March 28, 2024, being the last working day prior to March 31, 2024.
22FORWARD-LOOKING STATEMENTS
This 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”, “believe”, “continue”, “can”, “could”, “expect”, “estimate”,
“intend”, “may”, “objective”, “plan”, “propose”, “will continue”, “seek to”, “will achieve”, “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
Prospectus that are not historical facts. However, these are not the exclusive means of identifying forward-looking
statements.
By their nature, certain market risk disclosures are only estimates and could be materially different from what
actually occurs in the future. These forward-looking statements are based on our management’s belief and
assumptions, current plans, estimates and expectations, which in turn are based on currently available information.
As a result, actual results could be materially different from those that have been estimated. Forward-looking
statements reflect our current views as of the date of this Prospectus and are not a guarantee of future performance.
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 prove to be inaccurate. Actual results may differ materially
from those suggested by such forward-looking statements. All forward-looking statements are subject to risks,
uncertainties, expectations, 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 to 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 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. There can
be no assurance to investors that the expectations reflected in these forward-looking statements will prove to be
correct. Given these uncertainties, investors are cautioned not to place undue reliance on such forward-looking
statements and not to regard such statements to be a guarantee of our future performance.
Certain important factors that could cause actual results to differ materially from our expectations include, but are
not limited to, the following:
• Adverse developments in the four cities i.e., Pune (Maharashtra), Bengaluru (Karnataka), Hyderabad
(Telangana) and Mumbai (Maharashtra) from where we derive a significant portion of our Rental
Revenue;
• Lack of negotiating power with Clients who typically require over 300 seats across multiple Centres and
cities;
• Our ability to identify the right buildings/ properties in right locations and sourcing such Centres at the
right rate of rental and other commercial terms;
• Our ability to achieve and sustain net profitability;
• Our Landlords not renewing leases of existing Centres with us;
• Our inability to pay lease rentals to our Landlords;
• Our ability to continue to retain existing Clients or existing Clients prematurely terminating their
agreements or the inability to attract new Clients in sufficient numbers;
• Our inability to manage our growth effectively;
23• Our inability to maintain an effective system of internal controls and accurately report, our financial
risks; and
• Macroeconomic factors such as level of economic activity in the regions and cities in which we operate,
growth in the information technology industry, interest rate fluctuations and emergence of alternative
destinations, impacting our growth.
For a further discussion of factors that could cause our actual results to differ from our estimates and expectations,
see “Risk Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” on pages 39, 248 and 400, respectively.
Neither our Company, our Promoters, Directors, any of the Selling Shareholders, Syndicate nor the Book Running
Lead Managers, 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. Further, each of the Selling Shareholders, severally
and not jointly, shall ensure that the Company and the Book Running Lead Managers are informed of material
developments, in relation to the statements and undertakings specifically made or confirmed by such Selling
Shareholder in relation to itself and its portion of the Offered Shares in this Prospectus, until the receipt of final
listing and trading approvals for the Equity Shares pursuant to the Offer.
In accordance with the SEBI ICDR Regulations, our Company will ensure that investors in India are informed of
material developments pertaining to our Company and the Equity Shares from the date of this Prospectus until
the date of Allotment. In accordance with the requirements of SEBI, each of the Selling Shareholders (through
our Company and the Book Running Lead Managers) shall, severally and not jointly, to the extent of statements
specifically made or confirmed by them in relation to themselves and their respective portion of Offered Shares
in this Prospectus, ensure that investors in India are informed of material developments until the date of Allotment.
Further, only statements and undertakings which are confirmed or undertaken by each Selling Shareholder, as the
case may be, in this Prospectus shall be deemed to be statements and undertakings made by such Selling
Shareholder as of the date of this Prospectus.
24SECTION II – SUMMARY OF THE OFFER DOCUMENT
This section is a general summary of certain disclosures, and the terms of the Offer included in this Prospectus
and is not exhaustive, nor does it purport to contain a summary of all the disclosures in this 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 Prospectus, including the sections titled
“Risk Factors”, “The Offer”, “Capital Structure”, “Objects of the Offer”, “Industry Overview”, “Our
Business”, “Our Promoters and Promoter Group”, “Financial Information” “Offer Procedure” “Main
Provisions of the Articles of Association” and “Outstanding Litigation and Material Developments” on pages 39,
111, 129, 150, 188, 248, 329, 338, 491, 515 and 445, respectively.
Summary of the primary business of our Company
We are an office experience and managed campus platform. As of March 31, 2024, we were the largest managed
campus operator, amongst the benchmarked operators in terms of total stock, with a lease signed portfolio of 8.0
million square feet (Source: CBRE Report). We have leased, and we manage a total super built-up area of 8.99
million square feet as of March 31, 2025. We typically focus on leasing entire/ large, bare shell properties in prime
locations from Landlords and transform them into fully serviced, aesthetically pleasing and tech-enabled
Campuses with daily-life and aspirational amenities. We equip our Campuses with modern and aesthetically
pleasing designs using our extensive design library, integrated proprietary technology solutions and amenities
such as cafeterias, sport zones, Smart Convenience Stores, gymnasiums, crèches and medical centres. Our Centres
offer Clients’ employees a modern, attractive and aesthetically pleasing work environment. We cater to the
Clients’ needs of all team sizes, from under 50 to over 6,300 Seats, with a specific focus on mid-to-large
Enterprises having a requirement of over 300 Seats.
For further details, see “Our Business” on page 248.
Summary of the industry in which we operate
India’s commercial office1 stock stands at an estimated 883 million square feet as at March 31, 2025. It is
forecasted to grow at a CAGR of 6.7% to 1,072 million square feet by the end of 2027 (Basis the graph in “Industry
Overview- Evolution of Office Stock in India” on page 202). Flexible workspace solutions are becoming an integral
part of the modern work culture, catering to diverse working styles and introducing flexibility to the commercial
office market. The total flexible workspace stock ranging between 82 - 86 million square feet by the end of
CY2024, is forecasted to grow to approximately 140 - 144 million square feet across Tier 1 cities by end of
CY2027 with a CAGR of approximately 18 – 20%. The total addressable market (“TAM”) for the flexible
workspace operators represents a sizeable opportunity of 280 - 300 million square feet (in terms of area) and ₹
730 – 960 Bn* (in terms of value) by 2027.
*Calculated based on the assumed revenue to rent multiple range that a typical facility managed by a flexible workspace operator could
typically realize in India in an asset priced around the weighted average rent of Non-SEZ Stock, times the TAM (in square feet). ₹ Bn is
representative of the rental revenue potential and not the real estate value.
For further details, see “Industry Overview” on page 188.
Our Promoters
As on the date of this Prospectus, our Promoters are Neetish Sarda, Harsh Binani, Saumya Binani, NS Niketan
LLP, SNS Infrarealty LLP and Aryadeep Realestates Private Limited. For further details, see “Our Promoters and
Promoter Group” on page 329.
Offer size
The following table summarises the details of the Offer:
Offer of Equity Shares(1) 14,322,614*^ Equity Shares of face value of ₹ 10 each for cash at price of ₹ 407^ per
Equity Share (including premium of 397 per Equity Share), aggregating up to ₹
5,825.55^ million
of which
1 All commercial office references in the report pertain to organized stock unless otherwise stated.
25Fresh Issue(1) 10,942,874*^ Equity Shares of face value of ₹ 10 each aggregating up to ₹ 4,450.00
million^
Offer for Sale(2) 3,379,740 Equity Shares of face value of ₹ 10 each by the Selling Shareholders
aggregating up to ₹ 1,375.55 million
Employee Reservation Portion(3) 101,351^ Equity Shares of face value of ₹ 10 each aggregating up to ₹ 37.50 million
Net Offer 14,221,263^ Equity Shares of face value of ₹ 10 each aggregating up to ₹ 5,788.05
million^
*Subject to finalization of Basis of Allotment
^A discount of ₹ 37 per Equity Share was offered to Eligible Employees Bidding in the Employee Reservation Portion.
1 The Offer has been authorised by a resolution of our Board dated July 31, 2024 and the Fresh Issue has been approved by a special
resolution of our Shareholders dated August 3, 2024. Further, our Board has taken on record the consents of the Promoter Selling
Shareholders and the consent of the Investor Selling Shareholder, in its meetings held on February 17, 2025 and January 23, 2025,
respectively.
2 The Equity Shares being offered by each of the Selling Shareholders have been held for a period of at least one year immediately preceding
the date of the Draft Red Herring Prospectus and where such Equity Shares have resulted from conversion of the CCPSs, such CCPSs
have been held for a period of at least one year prior to the filing of the Draft Red Herring Prospectus and are eligible for being offered
for sale pursuant to the Offer in terms of Regulation 8 of the SEBI ICDR Regulations. For details on the authorisations of the Selling
Shareholders in relation to the Offered Shares, see “Other Regulatory and Statutory Disclosures” and “The Offer” on pages 462 and
111, respectively.
3 The Employee Reservation Portion did not exceed 5% of our post-Offer equity share capital. The initial Allotment to an Eligible Employee
in the Employee Reservation Portion shall not exceed ₹ 0.20 million (net of Employee Discount). In the event of under-subscription in the
Employee Reservation Portion (if any), the unsubscribed portion will be available for allocation and Allotment, proportionately to all
Eligible Employees who have Bid in excess of ₹ 0.20 million (net of Employee Discount), subject to the maximum value of Allotment made
to such Eligible Employee not exceeding ₹ 0.50 million (net of Employee Discount). The unsubscribed portion, if any, in the Employee
Reservation Portion (after allocation of up to ₹ 0.50 million), shall be added to the Net Offer. Further, an Eligible Employee Bidding in
the Employee Reservation Portion can also Bid under the Net Offer and such Bids will not be treated as multiple bids subject to applicable
limits. Our Company in consultation with the BRLMs, offered a discount on the Offer Price (equivalent to ₹37 per Equity Share) to
Eligible Employees bidding in the Employee Reservation Portion which was announced at least two Working Days prior to the Bid/Offer
Opening Date. For further details, see “Offer Structure” on page 486.
The Offer and Net Offer shall constitute 12.55% and 12.46% of the post Offer paid up Equity Share capital of our
Company, respectively.
For further details, see “The Offer” and “Offer Structure” on pages 111 and 486, respectively.
Objects of the Offer
Our Company proposes to utilise the Net proceeds towards funding the objects set forth below:
(in ₹ million)
Total estimated
Sr. No. Particulars
amount/expenditure
1. Repayment/ prepayment/ redemption, in full or in part, of certain borrowings availed 1,140.00
by our Company
2. Capital expenditure for fit-outs in the new centres and for security deposits of the new 2,258.40
centres
3. General corporate purposes# 566.32
Total 3,964.72
#
The amount utilised for general corporate purposes shall not exceed 25% of the Gross Proceeds.
For further details, see “Objects of the Offer” on page 150.
Key Performance Indicators
Details of our key performance indicators (“KPIs”) as at and for the Fiscals indicated, is set forth below:
(in ₹ million, unless otherwise indicated)
As at and for Fiscal
Particulars Unit
2025 2024 2023
Financial Parameters
Revenue from Operations(1) ₹ 13,740.56 10,393.64 7,113.92
Revenue from Operation Growth(2) % 32.20% 46.10% NA^
Total Income(3) ₹ 14,096.69 11,131.10 7,440.70
Total Income Growth(4) % 26.64% 49.60% NA^
26As at and for Fiscal
Particulars Unit
2025 2024 2023
EBITDA(5) ₹ 8,572.64 6,596.70 4,239.98
EBITDA Margin(6) % 62.39% 63.47% 59.60%
Adjusted EBITDA(7) ₹ 1,722.30 1,060.37 363.60
Restated Loss for the year (8) ₹ (631.79) (499.57) (1,010.46)
Restated loss for the year as a percentage of Total % (4.48%) (4.49%) (13.58%)
Income (9)
Total Equity(10) ₹ 1,078.81 500.07 314.66
Capital Employed(11) ₹ 4,071.32 3,770.66 3,055.13
Total Assets(12) ₹ 46,508.54 41,470.84 44,735.03
Return on Capital Employed(13) % 42.30% 28.12% 11.90%
Operational Parameters
Cities(14) Numbers 15 13 12
Centres(15) Numbers 50 41 39
Operational Centres (16) Numbers 46 39 39
Super Built Up Area(17) Million 8.99 8.00 6.16
square feet
Number of Capacity Seats in all Centres (18) Numbers 203,118 182,228 1,37,564
Number of Capacity Seats in Operational Centres Numbers 183,613 163,022 137,564
(19)
Number of Occupied Seats in Operational Centres Numbers 152,619 130,047 105,568
(20)
Occupancy rate in Operational Centres (21) % 83.12% 79.77% 76.74%
No. Of Clients (22) Numbers 738 603 521
Seats Retention Rate (23) % 86.83% 88.27% 96.24%
^ Revenue from Operations Growth and Total Income Growth for Fiscal 2023 is not available as the comparative restated consolidated
financials information for Fiscal 2022 has not been disclosed in this Prospectus.
Notes:
1. Revenue from Operations means revenue from Operations as per the Restated Consolidated Financial Information.
2. Revenue from Operations growth means (Revenue from Operations in current year - Revenue from Operations in previous year) / Revenue
from Operations in previous year.
3. Total Income means sum of Revenue from Operations and other income as per the Restated Consolidated Financial Information.
4. Total Income Growth means (Total Income in current year - Total Income in previous year) / Total Income in previous year.
5. Earnings before Interest, Tax, Depreciation & Amortisation (EBITDA) is calculated as restated profit / (loss) before tax plus finance
costs, depreciation & amortisation expenses less other income.
6. EBITDA Margin is calculated as EBITDA divided by Revenue from Operations.
7. Adjusted EBITDA is EBITDA adjusted for cash outflow for lease liabilities during the year.
8. Restated Loss for the year means the restated profit / (loss) for the year after tax. Our Company incurred restated losses during Fiscals
2025, 2024 and 2023 on account of its total income being lower than the expenses for the relevant Fiscals. For detailed reasons for
increase in total income and expenses of our Company from Fiscal 2024 to Fiscal 2025 and from Fiscal 2023 to Fiscal 2024, see
“Management’s Discussion and Analysis of Financial Condition and Results of Operations –Fiscal 2025 compared to Fiscal 2024”,
“Management’s Discussion and Analysis of Financial Condition and Results of Operations –Fiscal 2024 compared to Fiscal 2023” on
pages 424 and 426 respectively.
9. Restated loss for the year as a percentage of Total Income is calculated as restated profit / (loss) for the year divided by Total Income.
10. Total Equity is calculated as the sum of equity share capital and other equity.
11. Capital Employed is calculated as the sum of Total Equity, total borrowings minus cash & bank (including bank deposits, security deposit
(cash collateral) and investments in mutual funds).
12. Total Assets means total assets owned by the company at the period end as per the Restated Consolidated Financial Information.
13. ROCE is calculated as Adjusted EBITDA divided by capital employed.
14. Total number of cities in which we have geographic presence.
15. Centres refer to any facility (floor or building) with or without shared amenities or services for which lease agreement has been executed
with the Landlords. It includes the total number of operational centres, centres under fit outs and centres yet to be handed over by the
landlord.
16. Operational Centres refer to Centres of under operation and managed excluding Fit-outs Centres or/ and Centres which are yet to be
handed over to us by the respective Landlord(s)
17. The 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 Centres.
18. Number of Capacity Seats in all Centres means the maximum number of Seats available across all our Centres (Operational Centres +
Centres under fit outs + centres yet to be handed over by landlord).
19. Number of Capacity Seats in Operational Centres means the maximum number of Seats available across all our Operational Centres
20. Number of Occupied Seats in Operational Centres means Total number of Seats contracted in our operational Centres. This also includes
the Seats occupied by our Company in respective Centres.
21. Occupancy rate in Operational Centres - The percentage of Number of Occupied Seats in Operational Centres divided by the Capacity
seats in Operational Centres.
2722. No. of Clients are the Customers of our Company, which include Enterprises, other companies and other legal entities which occupy
Seats in our Operational Centres.
23. Seats Retention rate is defined as the percentage of Seats Retained upon total Seats due for Retention. (i) Seats Retained refers to Occupied
Seats by Clients who chose to continue occupying Seats after expiry of Lock-in tenure during the year.(ii) Total Seats due for retention
refers to the total Occupied Seats by clients for which Lock In tenure was due for expiry during the year. The Seats Retention Rate of our
Company decreased to 88.27% in Fiscal 2024 from 96.24% in Fiscal 2023, on account of increase in the number of Seats due for retention
to 32,102 seats for Fiscal 2024 from 29,094 for Fiscal 2023. This was primarily due to (i) a few Centres which were surrendered by us
and the Client from such surrendered Centres did not move to an alternate Centre in Fiscal 2024; and (ii) a few Clients who relocated to
a different Centre in Fiscal 2024, executed binding agreement with our Company post March 31, 2024. Seats from these Clients have not
been classified under ‘Retained Seats’ for Fiscal 2024. Additionally, the Seats Retention Rate of our Company decreased from 88.27%
in Fiscal 2024 to 86.83% in Fiscal 2025, on account of higher number of Clients who terminated their agreement prior to the expiry of
the lock-in period.
Aggregate pre-Offer and post-Offer shareholding of the Promoters, the members of our Promoter Group
(other than our Promoters) and the Selling Shareholders
The aggregate pre-Offer and post-Offer shareholding of our Promoters and members of our Promoter Group as a
percentage of the pre-Offer and post-Offer paid-up Equity Share capital of our Company is set out below:
Pre-Offer Equity Share capital Post-Offer Equity Share capital^
No. of Equity No. of Equity
% of paid-up % of paid-up
Shares of face Shares of face
Sr. Equity Share Equity Share
Name of the Shareholder value of ₹ 10 value of ₹ 10
No. Capital on a Capital on a
each held on a each held on a
fully diluted fully diluted
fully diluted fully diluted
basis basis
basis basis
Promoters
1. N S Niketan LLP 42,804,998 41.48 42,314,998 37.08
2. S NS Infrarealty LLP 24,422,567 23.67 24,112,567 21.13
3. N eetish Sarda 3,277 Negligible 3,277 Negligible
4. S aumya Binani 3,171 Negligible 3,171 Negligible
Total (A) 67,234,013 65.15 66,434,013 58.21
Members of the Promoter Group (other than Promoters)
Individuals
1. N eeta Sarda 7,400 0.01 7,400 0.01
Entities
1. H arsh Binani HUF 30,000 0.03 30,000 0.03
2. V ision Comptech Integrators Limited 1,000 Negligible 1,000 Negligible
Total (B) 38,400 0.04 38,400 0.03
Total of Promoters and Promoter Group 67,272,413 65.19 66,472,413 58.24
(A) + (B)
^ Subject to finalization of the Basis of Allotment.
As on the date of this Prospectus, Harsh Binani and Aryadeep Realestates Private Limited, our Promoters, and
other members of our Promoter Group do not hold any Equity Shares. For further details, see “Capital Structure”
on page 129.
The pre-Offer and post-Offer shareholding of the Selling Shareholders is set out below
Pre-Offer Share capital Post-Offer Equity Share capital#
No. of Equity % of paid- No. of Equity % of paid-up
Sr. Shares of face up Share Shares of face Equity Share
Name of the Selling Shareholder
No. value of ₹ 10 each Capital on a value of ₹ 10 each Capital on a
held on a fully fully diluted held on a fully fully diluted
diluted basis basis diluted basis basis
1. NS Niketan LLP 42,804,998 41.48 42,314,998 37.08
2. SNS Infrarealty LLP 24,422,567 23.67 24,112,567 21.13
3. Space Solutions India Pte. Ltd.* 19,610,398 19.00 17,030,658 14.92
(formerly Lisbrine Pte Limited)
# Subject to finalization of the Basis of Allotment.
* Space Solutions India Pte. Ltd. (formerly Lisbrine Pte Limited), a company incorporated under the laws of Singapore with its registered
office situated at 1 Harbourfront Avenue, #18-01, Keppel Bay Tower, Singapore 098 632.
28For further details, see “Capital Structure” on page 129.
Shareholding of our Promoters, member of our Promoter Group and the additional top 10 Shareholders
of our Company
The aggregate pre-Offer and post-Offer 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-Offer Equity Share Post-Offer Equity Share capital as at Allotment^
capital as at date of this At the lower end of the At the upper end of the
Prospectus price band (₹387) price band (₹407)
Sr. Name of the No. of Equity % of paid-up No. of Equity % of paid- No. of Equity % of paid-
No. Shareholder Shares of face Equity Share Shares of face up Equity Shares of face up Equity
value of ₹ 10 value of ₹ 10 Share value of ₹ 10 Share
Capital on a
each held on each held on a Capital on a each held on Capital on a
fully diluted
a fully diluted fully diluted fully diluted a fully diluted fully diluted
basis
basis basis basis basis basis
Promoters
1. NS Niketan LLP* 42,804,998 41.48 42,314,998 36.90 42,314,998 37.08
2. SNS Infrarealty LLP* 24,422,567 23.67 24,112,567 21.02 24,112,567 21.13
3. Neetish Sarda 3,277 Negligible 3,277 Negligible 3,277 Negligible
4. Saumya Binani 3,171 Negligible 3,171 Negligible 3,171 Negligible
Total (A) 67,234,013 65.15 66,434,013 57.93 66,434,013 58.21
Members of the Promoter Group (other than Promoters)
Individuals
5. Neeta Sarda 7,400 0.01 7,400 0.01 7,400 0.01
Entities
6. Harsh Binani HUF 30,000 0.03 30,000 0.03 30,000 0.03
7. Vision Comptech 1,000 Negligible 1,000 Negligible 1,000 Negligible
Integrators Limited
Total (B) 38,400 0.04 38,400 0.03 38,400 0.03
Total of Promoters and 67,272,413 65.19 66,472,413 57.96 66,472,413 58.24
Promoter Group (A) + (B)
Additional top 10 Shareholders
8. Space Solutions India 19,610,398 19.00 17,030,658 14.85 17,030,658 14.92
Pte. Ltd.
(formerly Lisbrine
Pte Limited)*
9. Mahima Stocks 4,268,565 4.14 4,268,565 3.72 4,268,565 3.74
Private Limited
10. Ananta Capital 2,141,081 2.07 2,141,081 1.87 2,141,081 1.88
Ventures Fund 1
11. Jagdish Naresh 1,162,791 1.13 1,162,791 1.01 1,162,791 1.02
Master
12. Deutsche Bank AG 850,000 0.82 850,000 0.74 850,000 0.74
London
13. Atul PN Family Trust 698,000 0.68 698,000 0.61 698,000 0.61
14. Atul DP Family Trust 698,000 0.68 698,000 0.61 698,000 0.61
15. Pivotal Enterprises 697,674 0.68 697,674 0.61 697,674 0.61
Private Limited
16. Kaliki Prashanth 650,000 0.63 650,000 0.57 650,000 0.57
Reddy
17. Anshu Gupta Exempt 500,000 0.48 500,000 0.44 500,000 0.44
Childrens Trust
(AGECT)
^ Subject to finalization of the Basis of Allotment.
*Also, Selling Shareholders.
29Summary of Restated Consolidated Financial Information
The details of certain financial information as set out under the SEBI ICDR Regulations as at and for the Fiscals
ended March 31, 2025, March 31, 2024, and March 31, 2023, as derived from our Restated Consolidated Financial
Information is set forth below:
(in ₹ million, except per share data)
As at and for Fiscals ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Equity Share capital 1,031.90 790.13 776.91
Net Worth* 1,075.13 500.07 314.66
Revenue from operations 13,740.56 10,393.64 7,113.92
Restated loss for the year (631.79) (499.57) (1,010.46)
Basic earnings per Equity Share of face value of ₹ 10 each
(6.18) (5.18) (10.57)
(in ₹ ) (restated loss per share - basic)
Diluted earnings per Equity Share of face value of ₹ 10 each
(6.18) (5.18) (10.57)
(in ₹ ) (restated loss per share - diluted)
Net Asset Value per Equity Share of face value of ₹ 10 each
10.55 5.19 3.29
# (in ₹)
Total borrowings$ 3,977.70 4,273.50 5,153.89
Notes:
*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, as per the audited balance sheet, but does not include reserves created out of revaluation of
assets, write-back of depreciation and amalgamation.
# Net asset value per equity share means Total Equity divided by weighted average number of equity shares (including Cumulative Convertible
Preference Shares classified as equity instruments) outstanding during the year.
$ Total Borrowings is calculated as sum of short term borrowings and long term borrowings of the Company on a consolidated basis
For further details, see “Restated Consolidated Financial Information” on page 338.
Qualifications of the Statutory Auditors which have not been given effect to in the Restated Consolidated
Financial Information
Our Statutory Auditors have not made any qualifications that have not been given effect to in the Restated
Consolidated Financial Information.
Summary of Outstanding Litigation
A summary of outstanding litigation proceedings involving our Company, Subsidiaries, Directors, Promoters,
Key Managerial Personnel, Senior Management and Group Companies in accordance with the SEBI ICDR
Regulations and the Materiality Policy as on the date of this Prospectus, is provided below:
Disciplinary actions Aggregate
Statutory or
Criminal Tax by SEBI or Stock Material civil amount
Name of entity regulatory
proceedings proceedings Exchanges against our litigations# involved
proceedings
Promoters (in ₹ million)*^
Company
By our Company 4 Nil N.A N.A. 6 195.18
Against our Company Nil 7 1 N.A. 3 379.92
Directors@
By our Directors 1 Nil N.A N.A. 3 148.90
Against our Directors 4 Nil Nil N.A. 2 -
Promoters@
By our Promoters 1 Nil N.A N.A 4 148.90
Against our Promoters 5 Nil Nil Nil 2 -
Key Managerial Personnel@
30Disciplinary actions Aggregate
Statutory or
Criminal Tax by SEBI or Stock Material civil amount
Name of entity regulatory
proceedings proceedings Exchanges against our litigations# involved
proceedings
Promoters (in ₹ million)*^
By our Key Managerial 1 N.A. N.A N.A N.A -
Personnel
Against our Key 4 N.A. Nil N.A N.A -
Managerial Personnel
Senior Management
By our Senior Nil N.A. N.A N.A N.A -
Management
Against our Senior Nil N.A. Nil N.A N.A -
Management
Subsidiaries
By our Subsidiaries Nil Nil N.A N.A Nil Nil
Against our Subsidiaries Nil Nil Nil N.A Nil Nil
Litigation involving our Group Companies which may have a material impact on our Company#
By our Group Companies Nil Nil N.A N.A Nil Nil
Against our Group Nil Nil Nil N.A Nil Nil
Companies
* To the extent quantifiable.
^Includes amounts basis counter-claims filed by the respective parties to the matter.
@Includes proceedings against our Managing Director, Neetish Sarda (who is also an Individual Promoter and Key Managerial Personnel).
Also includes such proceedings involving our Company where Neetish Sarda was a party.
# In accordance with the Materiality Policy.
For further details, see “Outstanding Litigation and Material Developments” on page 445.
Risk Factors
Specific attention of the Bidders is invited to the section “Risk Factors” on page 39. Bidders are advised to read
the risk factors carefully before taking an investment decision in the Offer. Set forth below are details of the top
10 risk factors applicable to our Company:
Sr. No Description of risk
1. During Fiscal 2025, we derived 75.19% of our Rental Revenue from our Centres located in Pune, Bengaluru,
Hyderabad and Mumbai. Any adverse developments affecting such locations and Centres could have an adverse
effect on our business, results of operations and financial condition.
2. Our business is focused on Clients who typically require over 300 Seats across multiple Centres and cities. We
may not have equal negotiating power with such Clients and it may be difficult for us to find suitable replacements
upon termination of agreements with such Clients, which could adversely affect our business, cash flows, results
of operation and financial performance.
3. Our success largely depends on our ability to identify the right buildings/ properties in right locations and sourcing
such Centres at the right rate of rental and other commercial terms. Any failure to do so will adversely affect our
business, cash flows, results of operations and profitability.
4. Our Company and certain of our Subsidiaries have incurred losses and we have experienced negative cash flows
in the past. We cannot assure you that we will achieve or sustain profitability and not continue to incur losses
going forward.
5. Our Landlords may not renew leases of existing Centres with us or renegotiate terms of our leases which could
adversely affect our business, cash flows, results of operation and financial performance.
6. We have entered into long-term fixed cost lease agreements with our Landlords, for super built-up area of 8.99
million square feet across 50 Centres across 15 cities, as of March 31, 2025. If we are unable to pay the lease
rentals to our Landlords on account of failure to source Clients for workspaces within our Centres, our business,
results of operations, cash flows and profitability may be adversely impacted.
7. We may not be able to continue to retain existing Clients, our existing Clients may prematurely terminate their
agreements with us and we may not be able to attract new Clients in sufficient numbers, which could adversely
affect our business, results of operations, cash flows and financial condition.
8. Our Revenue from operations have grown at a CAGR of 38.98% from ₹ 7,113.92 million in Fiscal 2023 to ₹
13,740.56 million in Fiscal 2025. We may not be successful in managing our growth effectively.
9. Our Statutory Auditors had provided a qualified opinion in our consolidated audit report on internal financial
controls for Fiscal 2023. If we fail to maintain an effective system of internal controls, we may not be able to
31Sr. No Description of risk
successfully manage, or accurately report, our financial risks. Despite our internal control systems, we may be
exposed to operational risks, which may adversely affect our reputation, business, financial condition, results of
operations and cash flows.
10. Our growth may be negatively impacted by macroeconomic factors, such as level of economic activity in the
regions and cities in which we operate, interest rate fluctuations and emergence of alternative destinations.
Additionally, a significant portion of our Rental Revenue can be attributed to Clients in the information
technology industry. Any adverse change in the aforementioned macroeconomic factors or any adverse impact
on the information technology industry may impact our business, results of operations and financial condition.
Summary of Contingent Liabilities of our Company
The details of our contingent liabilities as per Ind AS 37 derived from our Restated Consolidated Financial
Information is set forth below:
(in ₹ million)
Particulars As of March 31, 2025
Claims against the Group not acknowledged as debt: Income tax (net of amount paid under 1.99
protest)
Letter of credit and guarantees excluding financial guarantees 12.89
Total 14.88
For details on contingent liabilities, as per Ind AS 37, see “Restated Consolidated Financial Information – Notes
forming part of Restated Consolidated Financial Information – Note 32 – Contingent liabilities and commitments”
on page 381.
Summary of Related Party Transactions
A summary of related party transactions as per the requirements under Ind AS 24 – Related Party Disclosures read
with the SEBI ICDR Regulations entered into by our Company with related parties as at and for the Fiscals ended
March 31, 2025, March 31, 2024 and March 31, 2023, derived from our Restated Consolidated Financial
Information is set forth below:
Prior to consolidation elimination
For Fiscals ended
March 31, March 31, March 31,
Name of related party Nature of transactions 2025 2024 2023
(₹ in (₹ in (₹ in
million) million) million)
Talbot & Co Income from lease rental 0.42 0.13 0.15
Talbotforce Services Private Limited^ Income from lease rental 2.33 1.00 1.02
Smart IT Services Private Limited Income from lease rental 0.03 0.05 -
Smartworks Tech Solutions Private Income from lease rental 0.85 1.80 0.19
Limited
Smartworks Office Services Private Income from lease rental 0.14 0.07 0.07
Limited
Smartworks Tech Solutions Private Income from ancillary services - - 2.30
Limited
Talbot & Co Income from ancillary services - - 0.00
Talbotforce Services Private Limited^ Income from ancillary services - 0.11 0.10
Smartworks Stellar Services Private Sale of assets - - 1.30
Limited
Vision Comptech Integrators Limited Lease rental expense 160.23 101.84 88.56
Smartworks Stellar Services Private Borrowings taken - - 3.40
Limited
Smartworks Tech Solutions Private Borrowings given 58.50 119.74 66.36
Limited
Smartworks Stellar Services Private Borrowings given 0.96 8.17 1.21
Limited
32For Fiscals ended
March 31, March 31, March 31,
Name of related party Nature of transactions 2025 2024 2023
(₹ in (₹ in (₹ in
million) million) million)
Smartworks Office Services Private Borrowings given 0.43 0.15 0.15
Limited
Smartworks Space Pte. Ltd. Borrowings given 18.66 - -
Smartworks Stellar Services Private Repayment of borrowings taken - - 3.40
Limited
Vision Comptech Integrators Limited Building maintenance - 33.95 29.52
Talbotforce Services Private Limited^ Building maintenance 12.77 8.42 0.26
Smart IT Services Private Limited Equipment hire charges - 0.84 5.02
Talbot & Co Equipment hire charges - - 0.78
Talbotforce Services Private Limited^ Equipment hire charges 6.79 4.40 2.37
Smartworks Tech Solutions Private Information technology expenses 4.55 3.25 0.30
Limited
Talbotforce Services Private Limited^ Information technology expenses - 0.77 0.03
Smartworks Stellar Services Private Investment in Subsidiary - - 0.10
Limited
Smartworks Space Pte. Ltd. Investment in Subsidiary 187.24 - -
Talbot & Co Housekeeping & security charges 2.82 3.25 2.16
Talbotforce Services Private Limited^ Housekeeping & security charges 948.74 725.54 634.17
Talbotforce Services Private Limited^ Purchase of property, plant and 0.65 11.90 3.94
equipment
Smart IT Services Private Limited Purchase of property, plant and - 0.87 0.54
equipment
Smartworks Stellar Services Private Purchase of property, plant and - 13.67 -
Limited equipment
Smartworks Office Services Private Interest income on borrowing given 0.05 0.02 0.01
Limited
Smartworks Tech Solutions Private Interest income on borrowing given 22.12 15.07 3.21
Limited
Smartworks Stellar Services Private Interest income on borrowing given 0.63 0.20 0.01
Limited
Smartworks Space Pte. Ltd. Interest income on borrowing given 1.45 - -
Smartworks Stellar Services Private Interest paid on borrowings taken - - 0.10
Limited
SML Smart Technologies Private Limited Interest paid on borrowings taken - 0.79 1.35
Vision Comptech Integrators Limited Interest paid on borrowings taken - 6.19 16.49
Smartworks Tech Solutions Private Reimbursements of other expenses - 0.15 -
Limited incurred by Parent Company
Vision Comptech Integrators Limited Reimbursements of other expenses - 4.87 -
incurred by group company
Vision Comptech Integrators Limited Reimbursements of other expenses 27.06 28.40 29.82
incurred by related party
Talbotforce Services Private Limited^ Reimbursements of other expenses 16.58 11.48 -
incurred by related party
Smartworks Tech Solutions Private Reimbursements of other expenses - - 36.55
Limited incurred by related party
Smartworks Tech Solutions Private Reimbursements of amount received 0.14 0.26 -
Limited on behalf of Related Party
Smartworks Tech Solutions Private Reimbursements of other expenses 0.03 - -
Limited between subsidiaries of company.
Smartworks Office Services Private Reimbursements of other expenses 0.03 - -
Limited between subsidiaries of company.
Smartworks Tech Solutions Private Refund of borrowings given 11.90 6.00 2.46
Limited
33For Fiscals ended
March 31, March 31, March 31,
Name of related party Nature of transactions 2025 2024 2023
(₹ in (₹ in (₹ in
million) million) million)
Smartworks Stellar Services Private Refund of borrowings given - 2.89 1.21
Limited
Smartworks Office Services Private Refund of borrowings given - - 0.00
Limited
Smartworks Space Pte. Ltd. Refund of borrowings given 18.66 - -
Neetish Sarda Remuneration to KMP 18.08 11.44 9.79
Harsh Binani Remuneration to KMP 18.08 11.61 9.36
Punam Dargar Remuneration to KMP 2.22 1.64 1.52
Sahil Jain Remuneration to KMP 5.21 - -
Riya Aggarwal Remuneration to relative of KMP 4.38 - -
Prerna Jhunjhunwala Remuneration to relative of KMP 3.17 - -
V K Subburaj Directors sitting fees 0.50 - -
Rajeev Rishi Directors sitting fees 0.50 - -
Pushpa Mishra Directors sitting fees 0.28 - -
Atul Gautam Consultancy fees paid to director 2.31 - -
Vision Comptech Integrators Limited Borrowings taken - 15.00 86.00
Vision Comptech Integrators Limited Refund of borrowings taken - 100.00 130.70
SML Smart Technologies Private Limited Refund of borrowings taken - 15.00 -
Smartworks Tech Solutions Private Security deposit taken - 0.01 0.24
Limited
Talbotforce Services Private Limited Security deposit taken 0.50 - -
Talbot & Co Security deposit taken 0.09 - -
Smartworks Tech Solutions Private Refund of security deposit taken 0.08 - -
Limited
Sahil Jain ESOP Expenses to KMP's 4.57 - -
Punam Dargar ESOP Expenses to KMP's 1.30 - -
Note: Amount less than ₹ 5,000.00 are appearing as “0.00”.
^ Our Company has outsourced the facility management and common area maintenance of our Centres to Talbotforce Services Private Limited
(“TalbotForce”), a member of our Promoter Group, pursuant to the service agreement dated February 4, 2020, (renewed on a year-on-year
basis) entered into between our Company and TalbotForce. Harsh Binani, one of our Promoters, is a director and promoter of TalbotForce
and Saumya Binani, one of our Promoters, is a promoter of TalbotForce. Please also see “Risk Factors- 17. We have entered, and will
continue to enter, into related party transactions. Further, our Individual Promoters, Directors and Key Managerial Personnel have interests
in us other than reimbursement of expenses incurred and normal remuneration or benefits.” on page 64.
Post consolidation elimination
For Fiscals ended
March 31, March March
Name of related party Nature of transactions 2025 31, 2024 31, 2023
(₹ in (₹ in (₹ in
million) million) million)
Talbot & Co Income from lease rental 0.42 0.13 0.15
Talbotforce Services Private Limited^ Income from lease rental 2.33 1.00 1.02
Smart IT Services Private Limited Income from lease rental 0.03 0.05 -
Talbot & Co Income from ancillary services - - 0.00
Talbotforce Services Private Limited^ Income from ancillary services - 0.11 0.10
Vision Comptech Integrators Limited Lease rental expense 160.23 101.84 88.56
Vision Comptech Integrators Limited Building maintenance - 33.95 29.52
Talbotforce Services Private Limited^ Building maintenance 12.77 8.42 0.26
Smart IT Services Private Limited Equipment hire charges - 0.84 5.02
Talbot & Co Equipment hire charges - - 0.78
Talbotforce Services Private Limited^ Equipment hire charges 6.79 4.40 2.37
Talbotforce Services Private Limited^ Information technology expenses - 0.77 0.03
Talbot & Co Housekeeping & security charges 2.82 3.25 2.16
Talbotforce Services Private Limited^ Housekeeping & security charges 948.74 725.54 634.17
Talbotforce Services Private Limited^ Purchase of property, plant and equipment 0.65 11.90 3.94
34For Fiscals ended
March 31, March March
Name of related party Nature of transactions 2025 31, 2024 31, 2023
(₹ in (₹ in (₹ in
million) million) million)
Smart IT Services Private Limited Purchase of property, plant and equipment - 0.87 0.54
SML Smart Technologies Private Limited Interest paid on borrowings taken - 0.79 1.35
Vision Comptech Integrators Limited Interest paid on borrowings taken - 6.19 16.49
Vision Comptech Integrators Limited Reimbursements of other expenses - 4.87 -
incurred by group company
Vision Comptech Integrators Limited Reimbursements of other expenses 27.06 28.40 29.82
incurred by related party
Talbotforce Services Private Limited^ Reimbursements of other expenses 16.58 11.48 -
incurred by related party
Neetish Sarda Remuneration to KMP 18.08 11.44 9.79
Harsh Binani Remuneration to KMP 18.08 11.61 9.36
Punam Dargar Remuneration to KMP 2.22 1.64 1.52
Sahil Jain Remuneration to KMP 5.21 - -
Riya Aggarwal Remuneration relative of KMP 4.38 - -
Prerna Jhunjhunwala Remuneration relative of KMP 3.17 - -
Atul Gautam Consultancy Fees paid to director 2.31 - -
V K Subburaj Directors sitting Fees 0.50 - -
Rajeev Rishi Directors sitting Fees 0.50 - -
Pushpa Mishra Directors sitting Fees 0.28 - -
Talbotforce Services Private Limited Security deposit taken 0.50 - -
Talbot & Co Security deposit taken 0.09 - -
Sahil Jain ESOP Expenses to KMP’s 4.57 - -
Punam Dargar ESOP Expenses to KMP’s 1.30 - -
Vision Comptech Integrators Limited Borrowings taken - 15.00 86.00
Vision Comptech Integrators Limited Refund of borrowings taken - 100.00 130.70
SML Smart Technologies Private Limited Refund of borrowings taken - 15.00 -
Note: Amount less than ₹ 5,000.00 are appearing as “0.00”.
^ Our Company has outsourced the facility management and common area maintenance of our Centres to Talbotforce Services Private Limited
(“TalbotForce”), a member of our Promoter Group, pursuant to the service agreement dated February 4, 2020 (renewed on a year-on-year
basis) entered into between our Company and TalbotForce. Harsh Binani, one of our Promoters, is a promoter and director of TalbotForce
and Saumya Binani, one of our Promoters, is a promoter of TalbotForce. Please also see “Risk Factors- 17. We have entered, and will
continue to enter, into related party transactions. Further, our Individual Promoters, Directors and Key Managerial Personnel have interests
in us other than reimbursement of expenses incurred and normal remuneration or benefits.” on page 64.
For details of the related party transactions, see “Restated Consolidated Financial Information – Note 35 - Related
party transactions and balances” on page 384.
Weighted average price at which specified securities were acquired by our Promoters and the Selling
Shareholders, in the last one year preceding the date of this Prospectus
The weighted average price at which specified securities were acquired by our Promoters and the Selling
Shareholders, in the last one year preceding the date of this Prospectus is set forth below:
Number of specified Weighted average price of
securities acquired in specified securities
Name of Promoter/ Selling Shareholder
the preceding one acquired in the preceding
year one year*(₹)
Equity Shares
Space Solutions India Pte. Ltd. (formerly Lisbrine Pte Limited)** 19,610,398 107.25
*As certified by Ray & Ray, Chartered Accountants (firm registration number: 301072E), pursuant to their certificate dated July 14, 2025.
** 19,610,398 Equity Shares of face value of ₹ 10 each held by Space Solutions India Pte. Ltd. (formerly Lisbrine Pte Limited) resulted from
the conversion of 19,610,398 CCPS in a 1:1 ratio. The consideration for such Equity Shares (issued pursuant to conversion of Cumulative
Convertible Preference Shares) was paid at the time of issuance of such Cumulative Convertible Preference Shares pursuant to preferential
allotments dated March 30, 2024 and April 18, 2024. For details of the consideration paid at the time of issue and allotment of the Cumulative
Convertible Preference Shares, see “Capital Structure- 3. Preference share capital history of our Company” on page 136.
Weighted average cost of acquisition of all shares transacted in last one year, 18 months and three years
preceding the date of this Prospectus
35Weighted average Range of acquisition
cost of acquisition Cap Price is ‘x’ times price per Equity Share
Period per Equity Share of the weighted average of face value of ₹ 10
face value of ₹ 10 cost of acquisition each (Lowest price –
each (in ₹)*# Highest price) (in ₹)*
Last one year preceding the date of this 170.22 2.39 96.42-450.00
Prospectus
Last 18 months preceding the date of this 186.66 2.18 96.42-450.00
Prospectus
Last three years preceding the date of this 173.39 2.35 0.00-450.00
Prospectus
*As certified by Ray & Ray, Chartered Accountants (firm registration number: 301072E), pursuant to their certificate dated July 14, 2025.
# Computed based on specified securities acquired/ allotted/ purchased (including acquisition pursuant to transfer). However, the specified
securities disposed off have not been considered while computing the number of specified securities acquired.
Average cost of acquisition of specified securities by our Promoters and the Selling Shareholders
The average cost of acquisition of specified securities acquired by our Promoters and the Selling Shareholders, as
on the date of this Prospectus, is set forth below:
Number of Equity Shares
Name of the Promoter/ Selling Average cost of acquisition per Equity
held of face value ₹ 10
Shareholder Share of face value ₹ 10 each (in ₹)*
each
Promoters
NS Niketan LLP# 42,804,998 16.14
SNS Infrarealty LLP# 24,422,567 13.72
Neetish Sarda 3,277 9.23
Saumya Binani 3,171 9.08
Harsh Binani Nil Nil
Aryadeep Realestates Private Limited Nil Nil
Selling Shareholder
Space Solutions India Pte. Ltd. (formerly 19,610,398 107.25
Lisbrine Pte Limited)#**
*As certified by, Ray & Ray, Chartered Accountants (firm registration number: 301072E), pursuant to their certificate dated July 14, 2025.
#Also a Selling Shareholder.
** 19,610,398 Equity Shares of face value of ₹ 10 each held by Space Solutions India Pte Ltd. (formerly Lisbrine Pte Limited) resulted from
the conversion of 19,610,398 CCPS in a 1:1 ratio. The consideration for such Equity Shares (issued pursuant to conversion of Cumulative
Convertible Preference Shares) was paid at the time of issuance of such Cumulative Convertible Preference Shares pursuant to preferential
allotments dated October 23, 2019, March 30, 2024 and April 18, 2024. For details of the consideration paid at the time of issue and allotment
of the Cumulative Convertible Preference Shares, see “Capital Structure - 3. Preference share capital history of our Company” on page 136.
Details of price at which specified securities were acquired in the last three years preceding the date of this
Prospectus by our Promoters, members of the Promoter Group, Selling Shareholders and the Shareholders
entitled with right to nominate directors or any other rights, is disclosed below
Except as stated below, there have been no Equity Shares or CCPS that were acquired in the last three years
preceding the date of this Prospectus, by our Promoters, members of the Promoter Group and the Selling
Shareholders.
Date of Number of
Face value per Acquisition price
Name of the acquirer/ Selling allotment/transfe specified
specified per specified
Shareholder r of specified securities
securities (in ₹) securities (in ₹)
securities acquired
Equity Shares
Promoters
NS Niketan LLP# January 13, 2024 4,70,000 10.00 269.00
SNS Infrarealty LLP# March 30, 2023 4,000 10.00 260.00
Members of the Promoter Group (other than Promoters)
Harsh Binani HUF June 7, 2024 30,000 10.00 269.00
Neeta Sarda December 1, 2023 5,286 10.00 Nil@
Selling Shareholder
36Date of Number of
Face value per Acquisition price
Name of the acquirer/ Selling allotment/transfe specified
specified per specified
Shareholder r of specified securities
securities (in ₹) securities (in ₹)
securities acquired
Space Solutions India Pte. Ltd. December 31, 19,610,398 10.00 Issue
(formerly Lisbrine Pte Limited)* 2024 price per
Equity
Share
No. of
(paid at
Equity
the time
Shares
of
allotment
of CCPS)
(₹)^
18,379,915 96.42
1,219,776 269.00
10,707 269.00
CCPS
Space Solutions India Pte. Ltd. March 30, 2024 12,19,776 10.00 269.00
(formerly Lisbrine Pte Limited)* April 18, 2024 10,707 10.00 269.00
# In the capacity of a Promoter and a Selling Shareholder.
* In the capacity of an Investor Selling Shareholder.
@Gift.
^ The consideration for such Equity Shares (issued pursuant to conversion of Cumulative Convertible Preference Shares) was paid at the time
of issuance of such Cumulative Convertible Preference Shares pursuant to preferential allotments dated October 23, 2019, March 30, 2024
and April 18, 2024. The average cost of acquisition of the Cumulative Convertible Preference Shares allotted to Space Solutions India Pte.
Ltd. (formerly Lisbrine Pte Limited) was ₹ 107.25. For details of the consideration paid at the time of issue and allotment of the Cumulative
Convertible Preference Shares, see “Capital Structure - 3. Preference share capital history of our Company” on page 136.
As on the date of this Prospectus, except for Space Solutions India Pte. Ltd. (formerly Lisbrine Pte Limited), there
are no other Shareholders holding any special rights in our Company. For further details, see “History and Certain
Corporate Matters - Details of subsisting shareholders’ agreements” on page 303.
Secondary transactions
For details in relation to acquisition of Equity Shares through secondary transactions by our Promoters, Promoter
Group and Selling Shareholders, see “Capital Structure – Secondary Transactions” on page 134.
Details of pre-IPO placement
Our Company has not undertaken any pre-IPO placement of its Equity Shares.
Issue of equity shares of our Company for consideration other than cash in the last one year
Our Company has not issued any Equity Shares for consideration other than cash during a period of one year
preceding the date of this Prospectus.
Split or consolidation of Equity Shares in the last one year
Our Company has not undertaken split or consolidation of its Equity Shares in the last one year preceding the date
of this Prospectus.
Financing Arrangements
There have been no financing arrangements whereby our Promoters, members of the Promoter Group, directors
of our Corporate Promoters, 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 the business of the financing entity during a period
of six months immediately preceding the date of this Prospectus.
Exemption from complying with any provisions of securities laws, if any, granted by SEBI
Our Company has not applied for any exemption from complying with any provisions of securities laws before
37SEBI.
Corporate structure of our Company
38SECTION III - RISK FACTORS
An investment in Equity Shares involves a high degree of risk. You should carefully consider all the information
in this 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.
The risks described in this section are those that we consider to be the most significant to our business, results of
operations and financial condition as of the date of this Prospectus. Additional risks and uncertainties not
presently known to us or which we currently deem immaterial may arise or may become material in the future
and 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 currently 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.
Unless specified or quantified in the relevant risk factors below, we are unable to quantify the financial
implication of any of the risks mentioned in this section. 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 248, 188 and 400, respectively, as well as the other financial and statistical
information contained in this Prospectus. In making an investment decision, prospective investors should rely on
their own examination of us and the terms of the Offer, 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 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 23.
Unless the context requires otherwise, the financial information used in this section is derived from “Restated
Consolidated Financial Information” on page 338.
Industry and market data used herein is derived from the report titled “Flexible Workspaces Segment in India”
released on June 20, 2025 (“CBRE Report”) prepared by CBRE, appointed by our Company pursuant to an
engagement letter dated May 15, 2024, and such CBRE Report has been commissioned by and paid for by our
Company, exclusively in connection with the Offer. The CBRE Report is available on the website of our Company
at
https://smartworksoffice.com/assets_html/pdf/Industry_Report_on_Flexible_Workspaces_Segment_in_India.pdf.
Unless otherwise indicated, financial, operational, industry and other related information derived from the CBRE
Report and included herein with respect to any particular year refers to such information for the relevant calendar
year.
Internal Risk Factors
1. During Fiscal 2025, we derived 75.19% of our Rental Revenue from our Centres located in Pune,
Bengaluru, Hyderabad and Mumbai. Any adverse developments affecting such locations and Centres
could have an adverse effect on our business, results of operations and financial condition.
As on March 31, 2025, we have leased 50 Centres across 15 cities such as Bengaluru, Pune, Hyderabad,
Gurugram, Mumbai, Noida and Chennai with 203,118 Capacity Seats. The following table sets forth details
of the Rental Revenue derived from our Centres located in the top four cities and other cities for the Fiscals
indicated:
As of and for the Fiscals ended
March 31, 2025 March 31, 2024 March 31, 2023
City Number Rental As a % of Number Rental As a % of Numbe Rental As a % of
Revenue total Rental Revenue Revenue total Rental
of of total Rental r of
(₹ in Revenue (₹ in (₹ in Revenue
Centres Centres Revenue (%) Centres
million) (%) million) million) (%)
Pune 9 4,213.71 32.86 8 3,066.65 31.07 8 2,023.89 30.45
(Maharashtra)
39As of and for the Fiscals ended
March 31, 2025 March 31, 2024 March 31, 2023
City Number Rental As a % of Number Rental As a % of Numbe Rental As a % of
Revenue total Rental Revenue Revenue total Rental
of of total Rental r of
(₹ in Revenue (₹ in (₹ in Revenue
Centres Centres Revenue (%) Centres
million) (%) million) million) (%)
Bengaluru 9 2,996.83 23.37 9 2,521.78 25.55 9 1,509.84 22.72
(Karnataka)
Hyderabad 4 1,493.37 11.65 3 1,401.69 14.20 3 851.91 12.82
(Telangana)
Mumbai 4 937.27 7.31 3 912.98 9.25 3 787.90 11.86
(Maharashtra)
Other cities* 24 3,180.48 24.81 18 1,967.17 19.93 16 1,472.27 22.15
Total Rental 50 12,821.65 100.00 41 9,870.26 100.00 39 6,645.82 100.00
Revenue
*Other cities refer to Chennai (Tamil Nadu), Delhi, Gurugram (Haryana), Noida (Uttar Pradesh), Jaipur (Rajasthan), Indore (Madhya
Pradesh), Ahmedabad (Gujarat), Kolkata (West Bengal) and Kochi (Kerala). During Fiscal 2025 we also operationalised a Centre in
Coimbatore (Tamil Nadu) and two Centres in Singapore.
Our Rental Revenue increased to ₹ 12,821.65 million for Fiscal 2025 from ₹ 9,870.26 million for Fiscal
2024 which was an increase from ₹ 6,645.82 million for Fiscal 2023, on account of increase in Capacity
Seats and Occupancy Rate. The details of the total leased SBA of our Centres and the year-on-year growth
in leased SBA, for the Fiscals indicated, is set out below:
Year-on- Year-on-
Particulars Fiscal 2025 year growth Fiscal 2024 year growth Fiscal 2023
in SBA in SBA
SBA (in million square feet) 8.99 0.99 8.00 1.84 6.16
For further details, see “Management’s Discussion and Analysis of Financial Condition and Results of
Operations – Principal Factors Affecting our Financial Condition and Results of Operations” on page
403.
Our Occupancy Rate in Operational Centres increased to 83.12% in Fiscal 2025 from 79.77% in Fiscal
2024 which increased from 76.74% in Fiscal 2023. The table set out below illustrates the weighted average
total tenure based on Seat cohorts for the Fiscals indicated:
As of March 31, As of March 31, As of March 31,
Particulars
2025 2024 2023
Weighted average total tenure (in months) 46 46 46
0-100 Seats 45 35 34
101-300 Seats 39 40 43
300+ 50 49 49
Note: Weighted average total tenure refers to average contract period for which we enter into agreements with our Clients, weighted
by the monthly rental.
The top four cities in which we operate, namely, Pune (Maharashtra), Bengaluru (Karnataka), Hyderabad
(Telangana) and Mumbai (Maharashtra) constituted 75.19%, 80.07% and 77.85% of our Rental Revenue for
the Fiscals 2025, 2024 and 2023, respectively. If we are unable to retain our Clients in our Centres located in
the top four cities due to various factors such as increased competition or reduction in demand, it will lead to a
decrease in our revenue and growth, which will have an adverse effect on our business, results of operations
and financial condition.
Further, any significant disruption, including due to social, political or economic factors or natural calamities
or civil disruptions, change in local policies of the State Government, in these top four cities, which adversely
impacts our operations or leads to closure of our operations in these Centres or locations, will lead to
significant reduction of our revenue without equivalent reduction in our costs, which will in turn adversely
affect our business, results of operations and financial condition.
The success of our Centres also depends on their location. We cannot assure you that current locations of
our Centres will continue to be attractive and changes in demographic patterns may lead to a decline in
development in the relevant neighbourhood or decline in economic conditions and availability of better
40suited alternate locations, may make a location less attractive. Any decrease in demand for workspaces in
the locations where we operate could result in reduced lease rental rates and decline in Occupancy of such
Centres, which in turn will lead to decrease in our revenue, adversely affecting our business, cash flow,
results of operations and financial condition.
2. Our business is focused on Clients who typically require over 300 Seats across multiple Centres and
cities. We may not have equal negotiating power with such Clients and it may be difficult for us to find
suitable replacements upon termination of agreements with such Clients, which could adversely affect
our business, cash flows, results of operation and financial performance.
We typically focus on mid-to large Enterprise Clients whose workspace needs exceed 300 Seats, often
across multiple Centres and cities, across India and 63.44%, 59.98% and 55.85% of our Rental Revenues
for the Fiscals 2025, 2024 and 2023, respectively was generated from Clients with over 300 Seats. Such
Clients, given the nature of their requirement of large workspaces, often have a better negotiating ability
and may dictate some of the key commercial terms including pricing. For instance, in Fiscal 2023 we
onboarded a Client from the information technology segment with a requirement of over 3,000 Seats. We
had agreed to certain additional terms and conditions that were favourable to the said Client in order to
confirm their onboarding. The table below illustrates the percentage of our Rental Revenues based on Seat
cohort during the Fiscals indicated:
Fiscal 2025 Fiscal 2024 Fiscal 2023
As a As a As a
percentage percentage Rental percentage
Rental Rental
Seat cohorts of total of total Revenue of total
Revenue (₹ Revenue (₹
Rental Rental (₹ in Rental
in million) in million)
Revenue Revenue million) Revenue
(%) (%) (%)
0-100 1,542.06 12.03 1,260.92 12.77 993.09 14.94
101-300 3,145.96 24.54 2,689.31 27.25 1,941.17 29.21
More than 300 8,133.63 63.44 5,920.03 59.98 3,711.56 55.85
Total 12,821.65 100.00 9,870.26 100.00 6,645.82 100.00
Additionally, 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. Such Enterprises often source their real estate requirements through
brokers, who may offer their Clients multiple options and prioritise our competitors over us. For further
details, in relation to our arrangements with the property consultants and brokers, see “- 15. A certain
portion of our new Clients originate from our arrangements with property consultants and brokers. In the
event that these property consultants and brokers continues to gain market share compared to our direct
booking channels or our competitors are able to negotiate more favourable terms with these property
consultants and brokers, our business, cash flows and results of operations may be adversely affected.” on
page 63.
The following table sets forth the breakdown of our Clients by their industries based on Rental Revenue
for the respective Fiscals indicated:
Rental Revenue
Percentage of Rental Revenue
Sector (₹ in million)
Fiscal 2025 Fiscal 2024 Fiscal 2023 Fiscal 2025 Fiscal 2024 Fiscal 2023
Information 5,420.63 4,294.12 2,661.37 42.28% 43.51% 40.05%
technology, technology
and software
development
Engineering and 1,234.86 1,094.66 815.49 9.63% 11.09% 12.27%
manufacturing
Banking finance 1,143.39 893.12 675.12 8.92% 9.05% 10.16%
services and insurance
Business consulting 1,788.53 872.49 491.70 13.95% 8.84% 7.40%
and professional
services
Others 3,234.24 2,715.86 2,002.13 25.22% 27.52% 30.12%
41Rental Revenue
Percentage of Rental Revenue
Sector (₹ in million)
Fiscal 2025 Fiscal 2024 Fiscal 2023 Fiscal 2025 Fiscal 2024 Fiscal 2023
Total 12,821.65 9,870.26 6,645.82 100.00% 100.00% 100.00%
We undertake significant capital expenditure for fit-out process of our Centres. For further details, see “-
12. We have substantial capital expenditures and may require additional financing to meet those
requirements. Our inability to obtain financing at favourable terms, or at all, may have a material adverse
effect on our financial condition, results of operations and cash flows.” on page 54. Upon termination of
the agreements for such workspace by a Client, we may not be able to find a replacement Client of similar
nature or at similar favourable terms and we may need to undertake additional capital expenditure for the
new Client according to its requirements and preference. For further details in relation to Client renewal
rates, see “-7. We may not be able to continue to retain existing Clients, our existing Clients may
prematurely terminate their agreements with us and we may not be able to attract new Clients in sufficient
numbers, which could adversely affect our business, results of operations, cash flows and financial
condition.” on page 49. In the event we are unable to find 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.
3. Our success largely depends on our ability to identify the right buildings/ properties in right locations
and sourcing such Centres at the right rate of rental and other commercial terms. Any failure to do so
will adversely affect our business, cash flows, results of operations and profitability.
We focus on leasing entire/large properties, from Landlords of commercial real-estate properties,
especially passive and non-institutional Landlords, giving us a better ability to negotiate terms. We
strategically focus on leasing large / entire properties in Tier-1 cities.
Commercial properties in tier-1 cities accounted for approximately 90-95% of the total available
commercial office space stock in India as of March 31, 20252. The 28 key clusters identified across Tier 1
cities account for around 80% of total flexible workspace stock in these cities (Source: CBRE Report).
2 Total stock is representative of office space across Tier I and top 10 tier II cities. The Top 10 Tier II cities include Chandigarh, Jaipur,
Lucknow, Coimbatore, Kochi, Trivandrum, Vishakhapatnam, Ahmedabad, Indore, and Bhubaneshwar
42The city-wise details of the total SBA, Capacity Seats, Rental Revenue received and the lease rentals paid to Landlords for our Centres for the Fiscals indicated, is set out below:
City Fiscal 2025 Fiscal 2024 Fiscal 2023
Lease Lease
Lease
Lease Lease rentals Lease rentals
rentals
SBA Number rentals Rental SBA Number rentals Rental paid as a SBA Number rentals Rental paid as a
paid as a
(in million of paid to Revenue (in million of paid to Revenue % of (in million of paid to Revenue % of
% of total
square Capacity Landlords (₹ in square Capacity Landlords (₹ in total square Capacity Landlords (₹ in total
Rental
feet) Seats (₹ in million) feet) Seats (₹ in million) Rental feet) Seats (₹ in million) Rental
Revenue
million) million) Revenue million) Revenue
(%)
(%) (%)
Pune 3.02 69,247 2,152.24 4,213.71 51.08% 2.85 65,452 1,761.62 3,066.65 57.44% 1.93 42,239 1,024.82 2,023.89 50.64%
(Maharashtra)
Bengaluru 1.53 37,302 1,380.03 2,996.83 46.05% 1.57 38,284 1,139.57 2,521.78 45.19% 1.38 33,293 744.54 1,509.84 49.31%
(Karnataka)
Hyderabad 1.22 28,404 868.86 1,493.37 58.18% 0.99 23,510 756.61 1,401.69 53.98% 0.99 23,510 446.67 851.91 52.43%
(Telangana)
Mumbai 0.46 9,337 608.00 937.27 64.87% 0.44 8,998 598.80 912.98 65.59% 0.42 8,649 560.69 787.90 71.16%
(Maharashtra)
Other cities* 2.76 58,828 1,601.63 3,180.48 50.36% 2.16 45,984 950.73 1,967.17 48.33% 1.44 29,873 708.39 1,472.27 48.12%
Total 8.99 203,118 6,610.75 12,821.65 51.56% 8.00 182,228 5,207.32 9,870.26 52.76% 6.16 137,564 3,485.10 6,645.82 52.44%
*Other cities refer to Chennai (Tamil Nadu), Delhi, Gurugram (Haryana), Noida (Uttar Pradesh), Jaipur (Rajasthan), Indore (Madhya Pradesh), Ahmedabad (Gujarat), Kolkata (West Bengal) and Kochi (Kerala). During Fiscal
2025, we also operationalised a Centre in Coimbatore (Tamil Nadu) and two Centres in Singapore.
43As of March 31, 2025, we currently have established a presence in 19 out of these 28 key clusters with 40
Centres with a total SBA of 8.48 million square feet. The success of our business is largely dependent on
our ability to identify the right buildings/ properties, which we offer as managed workspaces 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 lease rentals paid to our Landlords and their year-on-year growth for
the Fiscals indicated are set out in the table below:
During Fiscal Year-on- During Fiscal Year-on-year During Fiscal
Particulars 2025 year growth 2024 (₹ in growth rate 2023 (₹ in
(₹ in million) rate (%) million) (%) million)
Lease rentals paid 6,610.75 26.95% 5,207.32 49.42% 3,485.10
to Landlords
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 Centres, 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 Centres going forward. For further details, in relation to the selection
parameters for new Centres, see “Our Business - Description of our Business and Operations - Centre
identification and sourcing” on page 276.
There is no assurance that we will be able to source the right buildings/properties for our business. In the
event that we are unable to identify the right buildings or reach out to the Landlords or if the prospective
Landlords do not agree to contractual terms favourable to us, including the expected rate of rentals, our
business growth will be adversely affected, in turn adversely affecting our cash flows, results of operation,
profitability and financial condition.
4. Our Company and certain of our Subsidiaries have incurred losses and we have experienced negative
cash flows in the past. We cannot assure you that we will achieve or sustain profitability and not
continue to incur losses going forward.
Our Company and certain of our Subsidiaries have incurred losses during the previous three Fiscals. The
losses incurred by our Company and certain of our Subsidiaries for the Fiscals indicated, are set forth in the
table below:
(in ₹ million)
For Fiscal
Particulars
2025 2024 2023
Smartworks Coworking Spaces Limited* (Our Company)
Restated loss for the year (631.79) (499.57) (1,010.46)
Subsidiaries
Smartworks Tech Solutions Private Limited
Restated loss for the year (19.46) (26.58) (7.77)
Smartworks Office Services Private Limited
Restated loss for the year (0.28) (0.10) (0.09)
Smartworks Stellar Services Limited
Restated loss for the year (0.88) (0.53) (4.17)
* As per Restated Consolidated Statement of Profit and Loss.
These losses were on account of our total income being lower than the expenses for the relevant Fiscals. For
detailed reasons for increase in total expenses of our Company, see “Management’s Discussion and Analysis
of Financial Condition and Results of Operations – Our Results of Operations” on page 423. We have
experienced negative cash flows from investing activities and financing activities during the previous three
Fiscals, and a net decrease in cash and cash equivalents in Fiscal 2024, as set out below:
(in ₹ million)
For Fiscals
Particulars
2025 2024 2023
Net cash generated from operating activities 9,285.16 7,433.00 5,318.32
Net cash used in investing activities (2,760.77) (1,921.59) (3,066.30)
Net cash used in financing activities (6,377.07) (5,771.80) (1,705.81)
Net increase/(decrease) in cash and cash equivalents 147.32 (260.39) 546.21
44Our business is evolving, and it is difficult for us to assess our future results of operations or the limits of our
market opportunity. Further, our Revenue from operations increased to ₹ 13,740.56 million for Fiscal 2025
from ₹ 10,393.64 million for Fiscal 2024, which was an increase in our Revenue from operations for Fiscal
2023 of ₹ 7,113.92 million. Whilst we aim to generate and sustain increased revenue levels and decrease
proportionate expenses in future periods to achieve profitability, 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.
Increases in our costs may reduce our margins and materially adversely affect our business, cash flows,
financial condition and results of operations. In addition, our new Centres may not generate revenue or
cash flow comparable to those generated by our existing Centres. Our existing Centres may not be able to
continue to generate existing levels of revenue or cash flow. Although we have achieved a positive
EBITDA during the last three Fiscals, we have generated a net loss during the same period, and we cannot
assure you that we will achieve or sustain net profitability and not continue to incur net losses going forward.
For details of our EBITDA in the previous three Fiscals, see “Our Business- Key performance highlights” on
page 262. Any failure by us to achieve or sustain net profitability on a consistent basis, or at all, could cause
the value of our Equity Shares to decline.
During Fiscal 2024, we had a net decrease in cash and cash equivalents at the end of the year as disclosed in
the table above, and in the past three Fiscals we had negative cash flow from investing and financing activities.
We had negative cash flows from investing activities in the last three Fiscals on account of cash used for
purchase of property, plant and equipment, intangible assets and capital work-in-progress. The cash flows
from financing activities were negative in the last three Fiscals on account of payment of lease liabilities
(principal and interest). For further details, see “Management’s Discussion and Analysis of Financial
Condition and Results of Operations- Cash Flows” on page 428. In the future, negative cash flows over
extended periods, or significant negative cash flows in the short term, could materially impact our ability to
operate our business and implement our growth plans. As a result, our cash flows, business, future financial
performance and results of operations could be materially and adversely affected. Due to our Company
incurring losses in the last three Fiscals, we had negative earnings per share and return on net worth as set out
in the table below:
Particulars Basic EPS (in ₹ ) Diluted EPS (in ₹ ) Return on net-worth (%)
March 31, 2025 (6.18) (6.18) (58.76)
March 31, 2024 (5.18) (5.18) (99.90)
March 31, 2023 (10.57) (10.57) (321.13)
Notes:
1. EPS calculations are in accordance with Ind AS 33 (Earnings per share).
2. The ratios have been computed as below:
a. Basic earnings per Equity Share (₹ ) = Restated profit/ (loss) attributed to Equity Shareholders of our Company (on a
consolidated basis) for the year divided by weighted average number of Equity Shares outstanding during the year.
b. Diluted earnings per Equity Share (₹ ) = Restated profit/ (loss) attributed to Equity Shareholders of our Company (on a
consolidated basis) for the year divided by weighted average number of dilutive Equity Shares outstanding during the year.
3. During Fiscal 2023, the Company has issued 850,000 share warrants. These share warrants are potential ordinary shares as
they entitle its holders to ordinary shares during the warrant exercise period. The share warrants has not been considered for
computing weighted average number of equity shares for diluted EPS as they are antidilutive in nature.
4. Return on Net Worth (RoNW) (%) = Restated profit / (loss) for the year attributable to the owners of our Company divided by
the Net Worth at the end of the year attributable to the owners of our Company.
5. For the purposes of the above, “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 each as applicable for our Company
on consolidated restated basis.
Further, we may continue to incur losses in the future, and if our earnings per share and return on net-
worth, continue to be negative, it may impact our financial condition, our operations and the market price
of our Equity Shares post listing on the Stock Exchanges.
For further details, see “Management’s Discussion and Analysis of Financial Condition and Results of
Operations – Principal Factors Affecting our Financial Condition and Results of Operations” and “Basis
for the Offer Price” on pages 403 and 165, respectively.
5. Our Landlords may not renew leases of existing Centres with us or renegotiate terms of our leases which
could adversely affect our business, cash flows, results of operation and financial performance.
45We typically lease entire/ large properties from passive Landlord(s) i.e., Landlord(s)who are often unable
to manage their properties efficiently or attract tenants of repute and usually require a reliable partner to
transform and manage their commercial properties, and non-institutional Landlord(s) i.e., landlords backed
either by themselves or by individual investors and /or combination of both for periods ranging from 10 to
15 years. Contractual arrangements with our Landlord(s) typically ensure that the Landlord(s) are locked-
in for the entire duration of the lease agreement. Additionally, our average security deposit per square feet
paid to Landlords increased to ₹ 485.00 per square feet in Fiscal 2025 from ₹ 289.00 per square feet for
Fiscal 2024, from ₹ 283.00 per square feet for Fiscal 2023. The average security deposit per square feet
may vary based on the location of new Centres leased by us and based on commercial negotiations with
our Landlords. While none of our existing Landlord(s) have failed to renew lease agreements with us, there
can be no assurance that the Landlord(s) will continue to renew the lease agreements with us, upon expiry
at favourable commercial terms, or at all. Our existing Landlord(s) may choose our competitors over us
for better commercial terms.
Further, in the ordinary course of business, once we identify an entire/large property to lease for our
Centres, we typically enter into non-binding letters of intent with the Landlord(s). Non-binding letters of
intent cannot be legally enforced against either our Company or the Landlord(s). These letters of intent
record the key commercial terms and understanding and subsequently we execute and register binding
agreements with the Landlord(s) to lease such properties. Such letters of intent are usually non-binding in
nature and in the past, there have been certain instances wherein the letters of intent did not culminate into
our Company entering into definitive lease agreements with Landlord(s). Binding lease deeds/agreements
can be enforced against either our Company or the Landlord(s) before an appropriate judicial/arbitral
forum. As on June 30, 2025, we have signed non-binding letters of intent/MoUs with Landlords for an
additional SBA of 1.46 million square feet across three Centres in Pune (Maharashtra), Kolkata (West
Bengal) (partially handed over to the extent of 0.02 million square feet which has been excluded) and
Mumbai (Maharashtra). Accordingly, there can be no assurance that the Landlord(s) will honour the
commitment pursuant to such non-binding letters of intent leading to a dispute and we may not have
adequate legal recourse to such action by the Landlord(s). The details of the lease rentals paid to the top
10 Landlord(s) for the Fiscals indicated, is set out below:
(in ₹ million, unless otherwise stated)
For the Fiscal 2025 For Fiscal 2024 For Fiscal 2023
Particulars Lease rentals Percentage of Lease rentals Percentage of Lease rentals Percentage of
paid (₹ in lease rentals paid (₹ in lease rentals paid (₹ in lease rentals
million) paid (%) million) paid (%) million) paid (%)
Top 10 3,257.16 49.27 2,822.26 54.20 1,908.12 54.75
Landlords*
*The information regarding individual Landlord(s) is confidential data.
46Further, the city-wise details of the tenure of agreements with Landlords, tenure of agreements with Clients, lease rentals paid and SBA leased from Landlords for our Centres
for the Fiscals indicated are set out below:
Fiscal 2025 Fiscal 2024 Fiscal 2023
Ratio of Ratio of Ratio of
Average Average Average
Average Average Average
lease lease lease
Average Landlord Average Landlord Average Landlord
period Lease SBA period Lease period Lease
lease period agreement lease period agreement SBA lease period agreement SBA
based on rentals (in based on rentals based on rentals
based on lease based on lease (in based on lease (in
City agreement paid to million agreement paid to agreement paid to
Client tenure: Client tenure: million Client tenure: million
with Landlords square with Landlords with Landlords
Agreements Average Agreements Average square Agreements Average square
Landlords (₹ in feet) Landlords (₹ in Landlords (₹ in
(in number lease period (in number lease period feet) (in number lease period feet)
(in million) (in million) (in million)
of months) based on of months) based on of months) based on
number of number of number of
Client Client Client
months) months) months)
Agreements Agreements Agreements
Pune 156 53 2.96 2,152.24 3.02 150 51 2.97 1,761.62 2.85 140 48 2.89 1,024.82 1.93
(Maharashtra)
Bengaluru 167 40 4.17 1,380.03 1.53 174 41 4.24 1,139.57 1.57 170 41 4.15 744.54 1.38
(Karnataka)
Hyderabad 139 47 2.96 868.86 1.22 143 49 2.92 756.61 0.99 149 52 2.87 446.67 0.99
(Telangana)
Mumbai 82 48 1.69 608.00 0.46 90 46 1.96 598.80 0.44 90 51 1.78 560.69 0.42
(Maharashtra)
Other cities* 118 44 2.70 1,601.63 2.76 150 41 3.63 950.73 2.16 131 41 3.20 708.39 1.44
Total 136 46 2.93 6,610.75 8.99 149 46 3.27 5,207.32 8.00 141 46 3.09 3,485.10 6.16
*Other cities refer to Chennai (Tamil Nadu), Delhi, Gurugram (Haryana), Noida (Uttar Pradesh), Jaipur (Rajasthan), Indore (Madhya Pradesh), Ahmedabad (Gujarat), Kolkata (West Bengal) and Kochi (Kerala). During Fiscal
2025, we also operationalised a Centre in Coimbatore (Tamil Nadu) and two Centres in Singapore.
47In certain instances, we also enter into agreements to lease before entering into lease deeds for our Centres
and in such cases, there can be no assurance that Landlords will honour their obligation to enter into lease
deeds. For instance, we have filed a suit before the Principal City Civil and Sessions Judge, Bengaluru
against a third party for failing to fulfil its obligation to enter into a lease deed with our Company in relation
to a building complex in Bengaluru and to restrain the respondent from creating any third party rights or
alienating a part of the building complex. There is no assurance that we will be able to enter into a binding
lease deed with the concerned Landlord. For further details, see Outstanding Litigation and Other Material
Developments - Other material proceedings by our Company” on page 448. While there are no conflicts
of interest with Landlords and our Promoters, members of the Promoter Group, Key Managerial Personnel,
Directors and their relatives, our Company has leased a Centre at Victoria Park in Kolkata from Vision
Comptech Integrators Limited, a member of our Promoter Group. For further details, see “-17. We have
entered, and will continue to enter, into related party transactions. Further, our Individual Promoters,
Directors and Key Managerial Personnel have interests in us other than reimbursement of expenses
incurred and normal remuneration or benefits.” on page 64. Further, other than lease rentals paid by our
Company to the Landlords (which are on arm’s length basis), there are no other arrangements in place
between our Company and the Landlords.
Additionally, there is no assurance that upon termination of lease arrangements or letters of intent by the
Landlords, we will be able to source similar properties in similar locations from other Landlords on
comparable commercial terms or at all, and any failure to do so could lead to termination or non-renewal
of the lease agreements with our Clients in premises for which lease agreements with Landlords have been
terminated. These factors, if triggered, could adversely affect our business, cash flows, results of operation
and financial performance.
6. We have entered into long-term fixed cost lease agreements with our Landlords, for super built-up area
of 8.99 million square feet across 50 Centres across 15 cities, as of March 31, 2025. If we are unable to
pay the lease rentals to our Landlords on account of failure to source Clients for workspaces within our
Centres, our business, results of operations, cash flows and profitability may be adversely impacted.
As of March 31, 2025, we have entered into long-term fixed cost lease agreements with Landlords for SBA
of 8.99 million square feet of workspaces across 50 Centres, in 15 cities. The lease agreements with our
Landlords are typically for a period of 10 to 15 years. The tenure of these lease agreements is significantly
longer than the typical tenure of the agreements entered into with our Clients, including in respect of the
lock-in period. While none of our Landlords have terminated their lease agreement(s) with our Company
on account of failure to make lease rental payments during the last three Fiscals, we are responsible for
lease rental payments to our Landlords irrespective of whether we are able to secure agreements with
Clients for the workspaces rented from our Landlords or not, at least until the expiry of the lock-in period
under the lease agreements with our Landlords. There have been no instances where any of our Centres
were completely vacant in the last three Fiscals. The Occupancy Rate in Operational Centres is set out
below for the Fiscals indicated:
As on March 31, As on March 31, As on March
Particulars
2025 2024 31, 2023
Occupancy Rate in Operational Centres (%) 83.12% 79.77% 76.74%
Note: Refers to the percentage of number of Occupied Seats in Operational Centres divided by the Capacity Seats in Operational
Centres.
If we are unable to source Clients for the area we lease from our Landlords, our revenues will be adversely
affected, in turn adversely affecting our cash flows and our ability to meet our lease rental payment
obligations.
While our Landlords are typically not permitted to terminate the lease agreements until the completion of
the lock-in period, our ability to terminate these lease arrangements is also limited and subject to specific
terms and conditions. The lease agreements entered into with the Landlords have pre-defined increments
in rents typically every three years. In the event the rental rate in the locations where we operate decrease,
we will still be contractually bound by the long-term lease agreements with our Landlords to pay agreed
rentals with increments as and when due. Further, in the event the lease rental rate decreases, we may not
be able to source new Clients at earlier rates or renew agreements with existing Clients at earlier rates or
with fixed increments, while we will be required to continue paying higher contractual rentals to our
Landlords, adversely affecting our cash flows. While in the past we have been able to negotiate and avail
discounts from such fixed increment of rent, there can be no assurance that we will be able to do so in the
48future. The table below sets out the SBA of the Centres for which our Company has terminated the lease
agreement(s) in the last three Fiscals:
During the Fiscals
Particulars
2025 2024 2023
SBA of the Centres for which our Company has terminated 0.03 0.11 Negligible
the lease agreement(s) (in million square feet)
We may be required to pay liquidated damages and/or compensation to such Landlords if we prematurely
terminate agreements with our Landlords and such termination may be subject to judicial review, the
outcome of which may not be favourable. Our inability to effectively manage the fixed lease expenses
under these lease agreements entered into with Landlords may result in an increase in our total costs, which
may adversely affect our business, cash flows, profitability, results of operation and financial position.
7. We may not be able to continue to retain existing Clients, our existing Clients may prematurely terminate
their agreements with us and we may not be able to attract new Clients in sufficient numbers, which
could adversely affect our business, results of operations, cash flows and financial condition.
We primarily generate revenues by charging lease rentals for the workspaces provided to our Clients within
our Centres. We enter into agreements with our Clients, for periods typically ranging from two years to
five years. We have in the past experienced, and may continue to experience, pre-mature termination of
agreements with our Clients. While the agreements with our Clients have a lock-in period typically ranging
from 12 months to 36 months, our Clients may terminate such agreements on notice periods, typically
ranging from three months to six months, post the expiry of their lock-in period. Additionally, although
our Clients may be subject to a lock-in period during which we are entitled to receive lease rentals without
termination, our Clients may not honour their contractual payment obligation and we may not be able to
successfully recover lease rentals due from such Clients. For instance, we have initiated legal proceedings
against a former Client before the Commercial Court at Bengaluru on account of the Client terminating
their agreement with our Company during the lock-in period without payment of the outstanding lease
rentals due for the remainder of the lock-in period. For further details, see “Outstanding Litigation and
Other Material Developments - Other material proceedings by our Company” on page 448. The initiation
and pursuit of such legal remedies may divert management time and attention and consume financial
resources and there can be no assurance that these litigations will be decided in our favour.
Our Clients can also terminate the agreements without any notice period for reasons such as the termination
of lease arrangement with our Landlords for our Centres and if we are unable to provide suitable alternate
accommodation. Certain of our Clients have terminated their agreements with us without serving their
notice period during the last three Fiscals. In the event the Clients terminate their agreements with us, we
may not be able to recover the pending dues from such Clients including lease rentals for the lock-in period.
The table below sets out the details of Clients which terminated their agreements with us without serving
their notice period during the Fiscals indicated:
Particulars^ Fiscal 2025 Fiscal 2024 Fiscal 2023
Number of Clients who terminated their 19 7 2
agreements without serving their notice period (A)
No. of Seats occupied by Clients in (A) above 5,931 1,058 532
Amount involved (in ₹ million)* 661.80 65.49 39.49
* Amount involved has been calculated based on: (a) the settlements arrived at between our Company and the relevant Client(s); or
(b) claims filed by our Company before judicial/arbitral forums (in 12 matters in which proceedings are yet to be initiated, our
Company’s claims, as stated to the relevant Client has been considered)
^ Excludes Clients who terminated their agreements with our Company without serving their notice period, where our Company has
waived the notice-period requirement.
Further, post the expiry of their agreement(s), our existing Client(s) may not renew the agreement(s) on
favourable or same commercial terms as earlier or at all. The table set forth below shows our Seats
Retention Rate during the Fiscals indicated:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Number of Seats Retained (A) 41,050 28,336 27,999
49Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Total number of Seats due for Retention (B) 47,278 32,102 29,094
Seats Retention Rate (A/B x 100) 86.83% 88.27% 96.24%
Note: Seats Retained refers to Occupied Seats by our Clients who chose to continue occupying Seats after expiry of lock-in tenure
during the year. Seats due for Retention refers to total Seats due for retention of the total Occupied Seats by our Clients for which
lock-in tenure was due for expiry during the year. Seats Retention Rate refers to the percentage of the Seats Retained of total Seats
due for Retention.
While the number of our Clients have increased in the past three Fiscals, we may not be able to retain
existing Clients or attract new Clients for various factors such as pricing, competition, our inability to
identify suitable locations for our Centres, amenities, change in preference of prospective Clients to move
to managed workspaces, economic slowdown, decrease in demand for managed workspaces and advent of
technology leading to reduction in human-resource. The table below sets out the number of Clients as of
the dates indicated and the growth in number of Clients:
As of Year on year Year on year As of
As of March
Particulars March 31, growth in number growth in number March
31, 2024
2025 of Clients (%) of Clients (%) 31, 2023
Number of Clients 738 22.59 603 15.74 521
While the number of Clients has increased in the last three Fiscals, our inability to retain existing Clients
or attract new Clients may lead to decline in our revenue and growth, which could adversely affect our
business, results of operations, cash flows and financial condition.
8. Our revenue from operations have grown at a CAGR of 38.98% from ₹ 7,113.92 million in Fiscal 2023
to ₹ 13,740.56 million in Fiscal 2025. We may not be successful in managing our growth effectively.
Though our revenue from operations have grown at a CAGR of 38.98%, from ₹ 7,113.92 million during Fiscal
2023 to ₹ 13,740.56 million during Fiscal 2025, we may not be successful in managing our growth effectively.
We have also witnessed growth in the number of our Centres, our Capacity Seats and our Client base. For
further details, see “Our Business- Our evolution and growth” on page 261. The following table sets forth the
total number of Capacity Seats, Clients and Centres as of the dates indicated:
As of
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Number of Capacity Seats in all Centres(1) 203,118 182,228 137,564
Number of Clients(2) 738 603 521
Number of Centres(3) 50 41 39
Notes:
1. Number of Capacity Seats in all Centres means the sum of Capacity Seats in Operational Centres, Fit-outs Centres and Centres
yet to be handed over by the respective Landlords to our Company.
2. Number of Clients refers to the Clients of our Company.
3. Number of Centres refers to our Company’s Centres for which our Company has entered into definitive agreements with the
respective Landlords, and includes Operational Centres, Fit-outs Centres and Centres yet to be handed over by the respective
Landlords
While we have not faced any material financial issues pertaining to our growth in the past, maintaining/
managing our present growth may not be possible going forward or could place a significant strain on our
existing financial resources. We expect our capital expenditures and operating expenses to increase as we
continue to invest in additional Centres, launch additional services, hire additional employees, expand our
execution capabilities and increase our marketing efforts.
As we expand our network we continue to decentralize and localize certain decision-making and risk
management functions, we may discover that our internal processes are ineffective or inefficient. For further
details, see “- 9. Our Statutory Auditors had provided a qualified opinion in our consolidated audit report
on internal financial controls for Fiscal 2023. 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, which may adversely affect our reputation, business,
financial condition, results of operations and cash flows.” on page 51. While we have implemented reporting
systems which we believe are appropriate, if we continue to grow at our current pace, we will need to enhance
our reporting systems and procedures and continue to improve our operational, financial, management, sales
50and marketing and technology infrastructure. Sustaining this 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 business, cash flows, results of operations and financial position.
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. 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 workspace sector or the maturation of our business. Additionally, as we grow, our ability to source
sufficient reasonably priced opportunities for new Centres or to develop and launch additional services may
become limited. If we are unable to maintain our current pace of growth, it may have a material adverse effect
on our business, cash flows, results of operations and financial position.
9. Our Statutory Auditors had provided a qualified opinion in our consolidated audit report on internal
financial controls for Fiscal 2023. 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, 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. 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 management, employees, contractors, Clients or suppliers. Fraud and other misconduct can
be difficult to detect and deter. While our Company regularly conducts internal investigations into possible
instances of fraud, 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.
In the past, our Statutory Auditors have identified a material weakness in our Company’s internal financial
controls based on which they have provided a qualified opinion in the consolidated audit report on internal
financial controls for Fiscal 2023, as follows:
“Basis for Qualified Opinion
With respect to the Parent, according to the information and explanations given to us and based on our
audit, the following material weakness has been identified in the Parent's internal financial controls with
reference to consolidated financial statements as at March 31, 2023:
The Parent did not have an appropriate internal control with reference to consolidated financial statement
for property, plant and equipment with regard to (a) identification and recording of assets discarded on
account of properties vacated by the Company and termination of lease by customers and (b) determining
and recording the discrepancies in individual items of assets between property plant and equipment
51register and physical verification report. This could potentially result in material misstatements in the
Company's property, plant and equipment, depreciation and other expense account balances.
A ‘material weakness’ is a deficiency, or a combination of deficiencies, in internal financial control with
reference to consolidated financial statements, such that there is a reasonable possibility that a material
misstatement of the company's annual statements will not be prevented or detected on a timely basis.
Qualified Opinion
In our opinion, to the best of our information and according to the explanations given to us the Parent in
all material respects, maintained adequate internal financial controls with reference to consolidated
financial statements as of March 31, 2023, based on the criteria for internal financial control with
reference to consolidated financial statements established by the respective companies considering 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, and except
for the possible effects of the material weakness described in Basis for Qualified Opinion paragraph above
on the achievement of the objectives of the control criteria, the Parent's internal financial controls with
reference to consolidated financial statements were operating effectively as of March 31, 2023. We have
considered the material weakness identified and reported above in determining the nature, timing, and
extent of audit tests applied in our audit of the consolidated financial statements of the Company for the
year ended March 31, 2023, and the material weakness does not affect our opinion on the said consolidated
financial statements of the Company.”
Company Response:
“The Company has a policy of conducting physical verification with regards to 1/3rd of the total centres
every year which is commensurate with the size and nature of the company. The Company will endeavour
a more frequent physical verification to further mitigate the risk of the reconciliation gap with respect to
physical and recorded assets. For the properties vacated by the company, the assets discarded are written
off during the year and for the client vacated leases, the majority of the assets are used by the new client
moving in at that space.”
While there have been no instances of material fraud during the last three Fiscals, there can be no assurance
that the lack of adequate internal controls as mentioned by our Statutory Auditor above did not have an
impact on our operations during the Fiscal 2023. Further, while the Statutory Auditor have not included a
qualified opinion or disclaimed their opinion in their audit reports on internal financial controls of our
Company for the Fiscals 2024 and 2025, we cannot assure you that our audit reports for any future period
will not contain qualifications, emphasis of matter or other observations from the Statutory Auditors. While
we have implemented internal controls, we cannot assure you that such internal control measures are
sufficient and 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. 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. For details of our Company’s response to the
aforementioned adverse observations, see “Management’s Discussion and Analysis of Financial Position
and Results of Operations – Auditor qualifications and emphasis of matter” on page 433.
10. Our growth may be negatively impacted by macroeconomic factors, such as level of economic activity in the
regions and cities in which we operate, interest rate fluctuations and emergence of alternative destinations.
Additionally, a significant portion of our Rental Revenue can be attributed to Clients in the information
technology industry. Any adverse change in the aforementioned macroeconomic factors or any adverse
impact on the information technology industry may impact our business, results of operations and financial
condition.
Demand for the services that we offer is significantly affected by the general level of commercial activity and
economic conditions in the regions in which we operate. Our results of operations are impacted by the level of
business activity of our Clients, which in turn is affected by the macroeconomic conditions in the wider
economy and the specific industries in which they operate. The following table sets forth the breakdown of our
Clients by their industries based on Rental Revenues for the respective Fiscals:
52Rental Revenue (₹ in million) Percentage of Rental Revenue
Sector Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal
2025 2024 2023 2025 2024 2023
Information technology, technology 5,420.63 4,294.12 2,661.37 42.28% 43.51% 40.05%
and software development
Engineering and manufacturing 1,234.86 1,094.66 815.49 9.63% 11.09% 12.27%
Banking finance services and 1,143.39 893.12 675.12 8.92% 9.05% 10.16%
insurance
Business consulting and professional 1,788.53 872.49 491.70 13.95% 8.84% 7.40%
services
Others 3,234.24 2,715.86 2,002.13 25.22% 27.52% 30.12%
Total 12,821.65 9,870.26 6,645.82 100.00% 100.00% 100.00%
As indicated in the table above, a significant portion of our Clients are in the information technology industry.
Any slowdown in the information technology industry in India, India’s economic growth, the global economy,
fluctuations in interest rates in Indian markets, increase in labour costs in India, political instability or regulatory
uncertainty, could affect the overall business environment and specifically demand for workspaces leading to
a decrease in demand for managed workspaces. For details of fluctuations in demand in the workspace industry
in India in recent years see “Industry Overview” on page 188. During the periods of economic contraction,
our ongoing investments in developing new properties may not yield results that we anticipated. We may also
experience more competitive pricing pressure during periods of economic downturn.
The factors which make India an attractive destination for managed workspaces such as low labour and
operational costs and availability of a skilled Indian workforce, may no longer continue to apply.
Additionally, infrastructure shortcomings such as housing facilities and limited public transportation could
lead to the emergence of other countries as attractive alternative destinations for our Clients to situate their
offices. A slowdown in the growth of the market on account of macroeconomic factors such as a
global/domestic recession, lower infrastructure spending, reduction in purchasing power due to inflation,
aging population, evolving jobs market demands, and slowdown in job creation, could in turn reduce the
demand of managed workspaces.
Further, the Global Capability Centres model currently adopted by our Clients may not be optimal going
forward and they may decide to re-evaluate their operating model on account of economic downturns
globally or in the region, cost cutting measures, increase in labour and other operating expenses and
emergence of alternative operating models. Additionally, the increase in automation and use of artificial
intelligence in various information technology and financial services industries could reduce Clients’ need
for lower cost off-shore offices, which could in turn impact the viability and demand for our workspaces.
We believe that an acceleration of urbanisation trends may lead to increased demand for workspaces in
certain Tier 1 cities where we operate. Thus, while we are also present in certain Tier 2 cities, our focus on
expanding our presence in Tier 1 cities would be compromised if the urbanisation trends do not play out
as anticipated. A variety of factors could cause urbanisation trends to reverse such as limited job creation
to absorb the influx of new migrants, lack of affordable housing, high cost of living and strain on existing
infrastructure, which may result in Tier 2 cities becoming the primary beneficiaries of urbanisation.
A slowdown in demand for managed workspaces will adversely impact our growth and revenue and could
have an adverse effect on our business, cash flows, results of operations and financial condition.
11. Certain of our Promoters had pledged the Equity Shares held by them with a security trustee under our
borrowing arrangements. If our Promoters are required to repledge their Equity Shares, any invocation
of such pledge by the lender could dilute the shareholding of our Promoters in our Company.
The details of the Equity Shares held by NS Niketan LLP and SNS Infrarealty LLP which were pledged in
favour of Catalyst Trusteeship Limited, the bond trustee, on behalf of Deutsche Investments India Private
Limited, the bond holder, prior to this Prospectus, was as follows:
Number of Equity Shares % of pre-Offer Equity
Name of the Shareholder
of face value of ₹ 10 each Share Capital
NS Niketan LLP 10,318,961 10.00
SNS Infrarealty LLP 10,318,961 10.00
53The above-mentioned pledge over the Equity Shares was created for securing 1,250 unlisted, unrated,
senior, secured, non-convertible bonds of nominal value of ₹ 1,000,000 each (“Bonds”) aggregating to ₹
12,50,000,000, issued by our Company to Deutsche Investments India Private Limited under the bond trust
deed dated March 2, 2023, entered into between our Company and Catalyst Trusteeship Limited (“Security
Trustee”). The said Bonds were issued and utilised for the purpose stipulated in the Bond documents i.e.,
for capital expenditure incurred during six months prior to the date of the deed and security deposits to our
Landlords. For further details, see “Objects of the Offer - Repayment/ prepayment/ redemption, in full or
in part, of certain borrowings availed by our Company” on page 152. The Security Trustee, pursuant to its
letter dated August 7, 2024, had consented to release the pledge on the above-mentioned Equity Shares
prior to filing of the Red Herring Prospectus with the RoC. Accordingly, the pledge on the abovementioned
Equity Shares has been released on July 2, 2025, prior to filing of the Red Herring Prospectus with the
RoC. In the event (A) the Red Herring Prospectus had not been filed with the RoC within 15 days after the
release of the pledge or such extended timeline agreed by our Company and the Security Trustee; or (B)
the Offer is not completed and the Equity Shares are not listed on the Stock Exchange within (i) 12 business
days from the filing of the Red Herring Prospectus with the RoC, or (ii) 15 business days from the date of
release of pledge, whichever is earlier, or such extended timeline agreed by our Company and the Security
Trustee, our Promoters will be required to repledge the Equity Shares with the Security Trustee. While our
Company has not defaulted in respect of the terms of the Bonds, any future defaults including in compliance
with the terms of the letter dated August 7, 2024, may result in our Promoters repledging their Equity
Shares with the Security Trustee and may entitle the Security Trustee to invoke the pledge over their Equity
Shares. Consequently, the shareholding of the Promoters in our Company will be diluted and we may face
certain impediments in taking decisions on certain key, strategic matters involving the Company. Further,
any sale of Equity Shares by the Security Trustee may adversely affect the price of the Equity Shares. For
further details, see “Capital Structure- Details of Equity Shares pledged by our Promoters” and “Financial
Indebtedness” on pages 145 and 436.
12. We have substantial capital expenditures and may require additional financing to meet those
requirements. Our inability to obtain financing at favourable terms, or at all, may have a material
adverse effect on our financial condition, results of operations and cash flows.
While we attempt to meet a portion of our capital expenditure requirements from security deposits/
advances by our Clients, we continue to require additional financing to meet capital expenditures
requirements. Our capital expenditure is incurred primarily for fitout of our Centres. The table below sets
out the amounts incurred on capital expenditure for the Fiscals indicated:
(₹ in million)
Fiscals
Particulars
2025 2024 2023
Purchase of property, plant and equipments, 2,910.44 2,663.42 3,246.16
intangible assets and capital-work-in
progress (net of capital advances) (as per
restated consolidated statement of cash
flows)
The Return on Capital Employed of our Company for the Fiscals indicated, is set out in the table below:
As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Return on Capital Employed (%) 42.30 28.12 11.90
Note: Return on Capital Employed is calculated as Adjusted EBITDA divided by capital employed.
The amount and timing of our financing requirements depend on various factors such as unforeseen delays
or cost overruns, design upgrades/changes, expansion and growth plans, demand for managed workspaces,
additional market developments and new opportunities in the industry. As we pursue our growth plan, we
will continue to require additional financing through loans or issuances of debt securities, to meet our
capital expenditures or working capital requirements. Our ability to arrange financing and the costs of capital
of such financing are dependent on numerous factors, including general economic and market conditions,
credit availability, interest rate fluctuations and credit rating. Incurring additional financing leads to increase
in interest and debt pay-out obligations, which could affect our cash flows and profitability. We may also
become subject to restrictive covenants in our financing agreements, which could limit our ability to access
54cash flows from operations and undertake certain types of transactions. Further, we cannot assure that we
will continue to meet a portion of our capital expenditure requirements from security deposits/ advances
from our Clients, especially if we are unable to negotiate the same commercial terms for security deposit/
advances from our Clients. Our inability to obtain financing at favourable terms, or at all, may have a
material adverse effect on our business, cash flows, results of operations and financial condition.
13. A downgrade in our credit rating could adversely affect our ability to raise capital in the future.
Our Company has received CARE BBB+; Positive and CARE A2 credit ratings from CARE Edge Ratings
for our long term bank facilities and short term bank facilities, respectively, pursuant to its last rating
rationale letters dated December 11, 2024 and January 3, 2025. Our present credit rating has been revised
from our previous credit rating of CARE BBB+; Stable from CARE Edge Ratings pursuant to its rating
rationale dated November 10, 2023. However, in the past we had received a credit rating of CRISIL
BBB+/Stable from CRISIL Rating pursuant to its ratings rationale dated March 1, 2022, which was
downgraded from CRISIL A-/ Stable pursuant to ratings rationale dated January 11, 2021. We cannot
assure you that our credit ratings will not be downgraded going forward. Our credit ratings, which are
intended to measure our ability to meet our debt obligations, are a significant factor in determining our
finance costs. The interest rates of certain of our borrowings may be significantly dependent on our credit
ratings. A downgrade of our credit ratings could lead to greater risk with respect to refinancing our debt
and would likely increase our cost of borrowing and adversely affect our business, results of operations,
financial condition, cash flows and future prospects.
14. In the past our Company, certain government agencies, our Statutory Auditors and certain other
persons had, received anonymous complaints about our Company, Associates, and some of our
Promoters, Neetish Sarda and Harsh Binani, and certain members of the Promoter Group. There is no
assurance that such anonymous complaints will not continue against our Company, Associates,
Promoters, and members of the Promoter Group, which might divert the time and attention of our
management
In the past, beginning in 2017 and continuing till 2021, certain anonymous letters/emails were received by
various stakeholders of our Company from time to time alleging non-payment of borrowings, issues relating
to GST payment, investment from shell companies, unexplained sources of funds, hawala and chit fund
transactions, enquiry by agency, involvement in abetment to suicide, data theft etc. by our Company, our
Promoters and their relatives. These letters and emails were also sent to, amongst others, various government
offices and departments, including the office of the Prime Minister of India, the office of the Prime Minister
of Singapore, the Ministry of Corporate Affairs, the Ministry of Finance, the Reserve Bank of India, several
other banks and financial institutions, our Statutory Auditors, Clients/customers and our Shareholders and
investors of our Company. One of the non-Promoter Shareholders of our Company appointed an independent
law firm to conduct a fact finding legal due diligence of such anonymous allegations, with which we fully
co-operated. The independent law firm after completion of its due diligence process in relation to all of the
allegations against our Promoter, concluded that such allegations appeared to be baseless and devoid of any
substance other than one criminal matter relating to Anvay Naik where no opinion was expressed since the
matter was sub-judice. For further details, see “Outstanding Litigation and Material Developments -
Litigation against our Promoters” on page 452.
[The remainder of this page has intentionally been left blank]
55Several common allegations were made in such complaints. The key allegations in the complaints, which the Company is aware of, are set out in the table below:
Sr.
Allegation Response
No.
1. Neetish Sarda and Harsh Binani, our Promoters have along with others have This allegation is denied. The criminal case against Neetish Sarda, one of our Promoters is currently
abetted the suicide of Mr Anvay Naik and his mother. sub-judice. Neetish Sarda has also filed a petition dated November 5, 2020, before the High Court of
Bombay for quashing and setting aside the first information report (“FIR”) filed in this matter. For
details, see “Outstanding Litigation and Material Developments – Litigation against our Promoters
– Criminal proceedings against our Promoters” on page 452. Further, Harsh Binani, one of our
Promoters in not involved in the said matter and he has not been named as an accused in the FIR or
chargesheet filed in this matter.
2. Our Company “steals” confidential data of its Clients using spy cameras/other These allegations are denied. These allegations are baseless, unsubstantiated, false and frivolous, and
hidden surveillance system and trains its employees to do the same (and then no details/facts were provided to substantiate these allegations. Further, there are no past or
shifting the blame to such employees). Further, our Company threatens to sell outstanding disputes against our Company or our employees by any Client(s), with respect to theft of
this data to the rivals of our Clients. Client’s confidential information or sale of such information to our Clients’ rivals.
3. Our Company is a chit fund company and all investments received are diverted These allegations are denied. No deposits were ever collected by our Company from any subscribers
to shell companies through hawala transactions. with the intention of repaying each subscriber in turn or by lots or by auction or as specified by way
of agreement with the subscriber and our Company is not and have never been registered under the
Chit Funds Act, 1982 (“Chit Funds Act”). Further, our Company has never received any notice under
the Chit Funds Act, or the Prevention of Money-laundering Act, 2002 or the Foreign Exchange
Management Act, 1999 in relation to alleged hawala transactions by our Company.
4. Our Company is showing false profit in their business to stop panic among These allegations are denied. The financial statements of our Company have been prepared as per
investors for their investments and tenants for their security deposits. applicable accounting standards and audited by the statutory auditors for the respective fiscals, since
incorporation and our current/previous statutory auditor have not included any qualification,
reservations or adverse remarks, in relation to false reporting of profits, in any of their audit reports
on the audited consolidated financial statements of our Company.
5. Ghanshyam Sarda, a member of the Promoter Group is already blacklisted by These allegations are denied. Ghanshyam Sarda, a member of the Promoter Group has never been
Indian Government and bribes officials of the Government to influence them blacklisted by any statutory/regulatory/governmental authorities. Additionally, the allegation that
Ghanshyam Sarda bribes Government officials is denied as the same is baseless, unsubstantiated,
false and frivolous, and no details/facts were provided to substantiate this allegation. Further, there
are no ongoing investigations against Ghanshyam Sarda, or notices issued to him in relation to
allegations of bribery of Government officials.
56Sr.
Allegation Response
No.
6. Our Company is under investigation by the Central Bureau of investigation. These allegations are denied. There are no ongoing investigations against our Company by the Central
Further, Ghanshyam Sarda, a member of the Promoter Group is under Bureau of Investigation. Further, there are no ongoing investigations/proceedings against Ghanshyam
investigation by SEBI and the Enforcement Directorate. Sarda, a member of the Promoter Group, by either SEBI or the Enforcement Directorate.
7. Our Company has utilised the credit obtained from its creditors on account of These allegations are denied. These allegations are unsubstantiated, false and frivolous, and no
various payables to open Centres all across India. Further, our Company has details/facts were provided to substantiate these allegations. Further, there are no outstanding material
never repaid its creditors. litigations (as identified in terms of the Materiality Policy) by our creditors against our Company.
8. Neetish Sarda, one of our Promoters, had his visa for the United States of These allegations are denied. Neetish Sarda, one of our Promoters has never been deported/debarred
America cancelled, was deported from the United States of America and is from the United States of America and he currently holds a valid visa for the United States of America.
debarred from entering the United States of America. Further, Neetish was
expelled from the Purdue University. Additionally, Neetish Sarda, chose not to pursue a bachelors’ degree in business administration from
Purdue University and instead decided to pursue a bachelor’s degree in science from the University
of London, in Singapore from Singapore Institute of Management. Accordingly, the allegation that
Neetish Sarda was expelled from the University of Purdue is denied.
9. Neetish Sarda, one of our Promoter and Ghanshyam Sarda, a member of the This allegation is denied. No money was siphoned-off from the employee provident fund, gratuity
Promoter Group was a director of Agarpara Jute Mills Limited from July 2016 fund or the pension fund of the workers/employees of Agarpara Jute Mills Limited during the period
to July 2017 during which time he siphoned the Employee Provident Fund, between July 2016, to July 2017.
Gratuity Fund and Pension Fund of its workers to his shell company.
10. Our Subsidiaries are being used to divert funds of our Company. This allegation is denied. This allegation is baseless, unsubstantiated, false and frivolous, and no
details/facts were provided to substantiate this allegation.
11. Ghanshyam Sarda, a member of the Promoter Group, had stalled a real estate This allegation is denied. There are no real estate disputes between Ghanshyam Sarda and the
project from developing for the last 8 years and caused losses of more than ₹ landowners as mentioned in this allegation.
500 crores to the Arun Poddar and Manish Poddar Group of Kolkata (land
owners).
12. Ghanshyam Sarda, a member of the Promoter Group, has usurped his current This allegation is denied. There are no other ‘business partners’ in relation to the property mentioned
corporate office located at 21-A, Shakespeare Sarani, 3rd floor from his other in this allegation. Accordingly, there have been no disputes initiated against Ghanshyam Sarda or any
three partners. of our Promoters, in relation to the property mentioned in this allegation.
13. Ghanshyam Sarda, a member of the Promoter Group started a business of high This allegation is denied. There have been no disputes/proceedings initiated against Ghanshyam
security number plates and defrauded his business partner. Sarda, in relation to defrauding business partners in his high security number plate business.
57Sr.
Allegation Response
No.
14. Ghanshyam Sarda, a member of the Promoter Group, had caused Graham Avery, These allegations are denied. These allegations are baseless, unsubstantiated, false and frivolous, and
a London based businessman to be arrested, and subsequently got him released no details/facts were provided to substantiate the allegation that Ghanshyam Sarda caused the arrest
after extorting huge sums of money from him. of Graham Avery or that he extorted huge sums of money from Graham Avery.
15. Ghanshyam Sarda, a member of the Promoter Group, through one of his These allegation is denied. This allegation pertains to a past commercial dispute between the Citation
companies Citation Infowares Limited had entered into an agreement for Infowares Limited and Equinox, USA, which was subsequently resolved, and currently there are no
business process outsourcing with Equinox, USA. Citation Infowares Limited outstanding disputes in this regard.
failed to perform its obligations per the agreement and Ghanshyam Sarda had
bribed the arbitrator in arbitration proceedings initiated by Equinox, USA.
16. Ghanshyam Sarda, a member of the Promoter Group, stole data belonging to the This allegation is denied. The allegation that Ghanshyam Sarda stole data belonging to American
American Bureau of Shipping and also wrongfully recovered two million USD Bureau of Shipping (“ABS”) is baseless, unsubstantiated, false and frivolous, and no details/facts
by filing multiple cases. were provided to substantiate this allegation. Further, there are no outstanding disputes between
Ghanshyam Sarda and ABS.
17. Ghanshyam Sarda, a member of the Promoter Group, after obtaining certain This allegation is denied. This allegation pertains to a commercial dispute between Vision Comptech
properties on rent from the Sushil Ansal Group, had not paid rent for more than Integrators Limited and the Sushil Ansal group, and an order for specific performance of the
ten years and eventually forced the landlord to sell such property. Further, our agreement in dispute, was passed in favour of Vision Comptech Integrators Limited in this matter.
Company is currently operating its business from such property. There are no disputes between Ghanshyam Sarda and the lessor of the properties as mentioned in this
allegation. Currently, our Company has not leased, and has no operations in the disputed property.
18. Companies such as Kolmak Petrochem Limited and Kolmak Chemicals This allegation is denied. Ghanshyam Sarda has sold his shares in Kolmak Chemicals Limited
Limited, belonging to Ghanshyam Sarda, a member of the Promoter Group were (“Kolmak Chemicals”) in the year 2009. Additionally, we note that as per the website of Calcutta
delisted due to fraud. Stock Exchanges, Kolmak Chemicals is not delisted. Further, Kolmak Petrochem Limited has never
been listed on any stock exchanges and accordingly the allegation that it was delisted due to fraud is
denied.
19. Neetish Sarda, one of our Promoters and Ghanshyam Sarda, a member of the This allegation is denied. This allegation is baseless, unsubstantiated, false and frivolous, and no
Promoter Group have taken huge loans in the name of our Company and diverted details/facts were provided to substantiate this allegation.
the funds to different companies. Further, they intend on replacing their
investment in our Company with funds received from Keppel.
20. Neetish Sarda, one of our Promoters and Ghanshyam Sarda, a member of the This allegation is denied. This allegation is baseless, unsubstantiated, false and frivolous, and no
Promoter Group have routed black money through shell companies to Keppel details/facts were provided to substantiate this allegation.
which Keppel has subsequently invested back into our Company.
21. Ghanshyam Sarda, a member of the Promoter Group, is notorious for These allegations are denied. These allegations are baseless, unsubstantiated, false and frivolous, and
kidnapping, unlawful confinement of persons, perjury, bank frauds and no details/facts were provided to substantiate these allegations.
58Sr.
Allegation Response
No.
blackmail, and for luring innocent public to invest in bogus companies only to
later siphon off the funds.
22. Ghanshyam Sarda, a member of the Promoter Group, has acquired three mills These allegations are denied. No chargesheet has been filed against Ghanshyam Sarda in relation to
in Kolkata through fraud and a police complaint was filed against him in relation the takeover of shares of any jute mills by fraud or otherwise.
to the illegal takeover of shares of a jute mill company.
23. Our Company is involved in the practice of bribing officials of Clients in order These allegations are denied. These allegations are baseless, unsubstantiated, false and frivolous, and
to increase rentals and security deposits for the workspaces provided to Clients. no details/facts were provided to substantiate these allegations. No Clients have ever initiated
Further, our Company has conspired with our Landlords to siphon the money litigations against our Company on account of any alleged bribery of their officials by our Company.
invested by Keppel in our Company.
24. Ghanshyam Sarda, a member of the Promoter Group, is in the business of This allegation is denied. This allegation is baseless, unsubstantiated, false and frivolous, and no
entering into agreements with companies and subsequently filing multiple legal details/facts were provided to substantiate this allegation.
cases against them.
25. Ghanshyam Sarda, a member of the Promoter Group, forged the digital signature These allegations are denied. A first information report was filed against Ghanshyam Sarda before
of Rabindra Walia to remove him from the directorship of his company. the Chief Metropolitan Magistrate, Kanpur in relation to allegations of forgery of the signature of
Ghanshyam Sarda, then assumed the directorship position of Rabindra Walia to Rabindra Walia, however no charge sheet has been filed against him in this matter.
illegally transfer shares of the said company.
Further, the application before the National Company Law Tribunal (“NCLT Order”) in relation to
certain allegedly illegal share transfers by Ghanshyam Sarda was dismissed pursuant to NCLT order
dated April 26, 2019.
26. Ghanshyam Sarda, a member of the Promoter Group, has transferred shares of These allegations are denied. Two first information reports were filed before the Chief Judicial
Jatia Cotton Mills Limited to his two nominee companies pursuant to which the Magistrate, Kamrup, (Metro), Guwahati in relation to the transfer of shares of Jatia Cotton Mills
shareholders of Jatia Cotton Mills Limited have filed a complaint in Guwahati, Limited by Ghanshyam Sarda. Further, the final reports filed by the investigating officer under
Assam. Subsequently an arrest warrant was issued against Ghanshyam Sarda Section 173 under the Code of Criminal Procedure, 1973 before the Chief Judicial Magistrate,
and his plea for anticipatory bail was rejected. Kamrup, (Metro), Guwahati stated that the matter is civil in nature. No chargesheet was filed against
Ghanshyam Sarda in relation to this matter.
27. Barnagore Jute Factory PLC had filed a first information report against These allegations are denied. While a first information report had been filed against Ghanshyam
Ghanshyam Sarda for criminal breach of trust and misappropriation of funds Sarda, no chargesheet has been filed against Ghanshyam Sarda.
amounting to ₹ 4 crore. Subsequently it has also been alleged that Ghanshyam
Sarda’s plea for anticipatory bail had also been rejected.
28. Our Company has been claiming a goods and service tax benefit by over This allegation is denied. This allegation is baseless, unsubstantiated, false and frivolous, and no
invoicing our suppliers so as to not pay the goods and service tax from rentals details/facts were provided to substantiate this allegation. Additionally, there are no proceedings
received.
59Sr.
Allegation Response
No.
initiated by any tax authorities against our Company in relation over-invoicing of suppliers by our
Company to avoid payment of goods and services taxes.
29. Ghanshyam Sarda, a member of the Promoter Group through Standard Chrome This allegation is denied. Ghanshyam Sarda has not been a shareholder, director or promoter of
Limited, a joint venture with the Tata Group, had defaulted on bank loans Standard Chrome Limited (“Standard Chrome”) for the last 15 years. Further, as per the MCA
received, resulting in a fall of its share price on stock exchanges, and currently portal, Standard Chrome’s status is currently shown as ‘active’.
Standard Chrome Limited stands liquidated.
30. Our Company has defaulted on loans obtained from ICICI Bank, IndusInd bank, This allegation is denied. Our Company has never defaulted on repayment of loans availed from
South Indian Bank and HDFC Bank and categorised as NPAs by the Banks. ICICI Bank, IndusInd bank, South Indian Bank and HDFC Bank and our loan accounts have never
been categorized as ‘non-performing asset’ by the said banks.
31. Ghanshyam Sarda, a member of the Promoter Group has bribed officials of This allegation is denied. This allegation is baseless, unsubstantiated, false and frivolous, and no
banks to avail loans. In particular, the officials of Indiabulls Housing Finance details/facts were provided to substantiate this allegation.
Limited (“Indiabulls”), were bribed by him and loans were obtained from the
said lender despite existing accounts being classified as non-performing assets, No such allegation has been made against Ghanshyam Sarda by Indiabulls or any other banks nor are
on account of which India Bulls is currently under investigation by the Reserve there any ongoing investigations by the Reserve Bank of India or any other regulatory/statutory
Bank of India. authority against him in this regard.
32. Ghanshyam Sarda, a member of the Promoter Group has formed various NBFCs This allegation is denied. This allegation is baseless, unsubstantiated, false and frivolous, and no
through which he is collecting money from various companies and is operating details/facts were provided to substantiate this allegation.
the same as a chit fund.
While Beltas Merchants Private Limited, Jagadhatri Vyapaar Private Limited; and Yash Deep Trexim
Private Limited (“NBFCs”), members of the Promoter Group are registered as NBFCs with the
Reserve Bank of India, the NBFCs are not registered under the Chit Funds Act, 1982 (“Chit Funds
Act”) and no deposits were ever collected by the NBFCs from any subscribers with the intention of
repaying each subscriber in turn or by lots or by auction or as specified by way of agreement with the
subscriber and the NBFCs.
33. Several of companies of Neeta Sarda and Ghanshyam Sarda, members of the These allegations are denied. These allegations are baseless, unsubstantiated, false and frivolous, and
Promoter Group have not filed returns for which defaulting status is showing no details/facts were provided to substantiate these allegations.
and they hold many shell companies
34. Neetish Sarda, one of our Promoters and Ghanshyam Sarda, are doing This allegation is denied. This allegation is baseless, unsubstantiated, false and frivolous, and no
scams/frauds through our Company, Vision Comptech Integrators Limited, details/facts were provided to substantiate this allegation that our Company, Vision Comptech
60Sr.
Allegation Response
No.
Yashdeep Trexim Private Limited, Beltas Merchant Private Limited and Integrators Limited, Yash Deep Trexim Private Limited and Beltas Merchant Private Limited are
Mansoul Commercial Private Limited involved in any scams or frauds.
Further, other than being a former investor/Shareholder of our Company, Mansoul Commercial
Private Limited is not connected or associated with either Neetish Sarda or Ghanshyam Sarda.
35. M/s. S. Dutt & Co. Chartered Accountants, one of the previous statutory auditors These allegations do not indicate any wrongdoing by our Company, Promoters or members of the
of our Company resigned prior to the expiry of their term. Subsequently, M/s. Promoter Group.
Price Waterhouse also resigned their appoint as the statutory auditor of the
Company in the same year. M/s. S. Dutt & Co., Chartered Accountants, the erstwhile statutory auditors of the Company resigned
as the statutory auditor of our Company on account of personal reasons. Further, M/s. Price
Waterhouse & Co. Chartered Accountants LLP, resigned as the statutory auditor of our Company on
account of certain malicious and defamatory emails written to them. For details of the suit filed by
our Company against the alleged author of the defamatory emails, see “Outstanding Litigation and
Material Developments – Other material proceedings by our Company” on page 448.
36. Neetish Sarda, one of our Promoters and Ghanshyam Sarda, a member of the This allegation does not indicate any wrongdoing by our Company, Promoters or members of the
Promoter Group have bribed magazine publication houses and news agencies to
Promoter Group. Notwithstanding the same, this allegation is denied and the same is baseless,
avail publicity and attract overseas investors.
unsubstantiated, false and frivolous, and no details/facts were provided to substantiate this allegation.
Note: (1) Several of the allegations were made in complaints shared with third-parties including investors, Clients, Tenants, service providers etc. The details of the allegations in the complaints made to such third-parties have
been included in the table above, based on the information shared with our Company by such third-parties. (2) The allegations included in the table above are restricted to allegations against our Company, Associates, Promoters
and members of the Promoter Group, and exclude allegations of a personal nature.
61The complaints received by inter alia SEBI and the BRLMs post the filing of the DRHP have several
common allegations vis-à-vis the complaints received prior to filing of the DRHP as abovementioned. For
further details of such common allegations, see S. No. 1 to 6, 8, 11, 20, 21, 23, 24, 28 and 35, in the table
of allegations and responses included in “- 33. Post the filing of the DRHP, certain complaints have been
made against our Company, certain of our Promoters and members of the Promoter Group by certain
persons including anonymous persons/person using pseudonyms to inter alia SEBI, the BRLMs and certain
statutory/governmental authorities. Such complaints may adversely affect our reputation and business.
There is no assurance that such anonymous complaints will not continue against our Company, Associates,
Promoters and members of the Promoter Group which might divert the time and attention of our
management.” on page 76.
Our Company had filed a first information report with the Cyber Crime branch, New Delhi against the
anonymous persons. Our Company had also filed a writ petition in the High Court of Karnataka at
Bangalore against anonymous persons on account of the harassment faced by our Company and the false
allegations in the aforementioned emails, letters and news publications. Our Company has obtained an
order of the High Court of Karnataka dated October 8, 2021, restraining the respondents named in the said
suit from sharing, publishing, disseminating in public any derogatory letter, emails, publications against
the petitioners. In addition, our Company had filed a civil suit before the City Civil Court, Bengaluru
against anonymous persons and the said court has dismissed the civil suit pursuant to order dated
November 13, 2024 (“Dismissal Order”). Our Company has filed an appeal dated December 17, 2024,
before the High Court of Karnataka at Bengaluru against the Dismissal Order.
On our complaint, the Cyber Crime Branch of the police investigated the source and persons involved in
writing the defamatory mails against our Company. After due investigation, the Investigating Officer,
Cyber Crime Branch filed the charge sheet against Pratik Shah and Sanjay Aggarwal.
The anonymous emails were also received by our statutory auditors during that period, who presently
continue to be our Statutory Auditors. We have included a disclosure on these matters in our Restated
Consolidated Financial Information:
Restated Consolidated Financial Information:
“48. In financial year 2021, certain anonymous mails/letters were received by Group’s various
stakeholders, wherein one of the shareholders of the Parent Company appointed independent advocates
(“Independent Advocates”) for conducting financial / legal due diligence of such anonymous allegation
mails / letters. Based on the due diligence performed by Independent Advocates and after considering the
relevant underlying evidence, it was concluded that all such allegations appear to be baseless and devoid
of any substance other than one matter which is sub-judice.
Further, the Group noted that certain anonymous and frivolous allegation mails / letters
(“communications”) have been received by the Group including through SEBI and merchant bankers till
the date of signing of audited Consolidated Financial Statements as at and for the year ended March 31,
2025, having unsubstantiated allegations, inter alia, of irregularities in operation of the Group, illegal /
unexplained source of funds, non-payment of borrowings, involvement in abetment to suicide by certain of
its promoters, lack of internal financial controls, discrepancies /illegal activities of the Group, hiding of
financial and operational liabilities of the Group, ongoing investigations by various regulatory authorities
against the Group, certain of its promoters and certain companies in the Group.
The Board of Directors of the Parent Company have considered and analysed the communications and
concluded that such allegations are baseless and frivolous and there is no impact on the operations and
the Restated Consolidated Financial Information of the Group.”
In relation to such anonymous letters and emails, (i) our Company and certain of our Promoters have filed
a writ petition before the High Court of Karnataka at Bengaluru, and (ii) one of our Promoters has filed
complaints with the Cyber Crime Unit, Special Cell, Delhi. For further details, see “Outstanding Litigation
and Material Developments” on page 445.
We believe that these anonymous letters/emails have been sent by, or at the instance of, certain estranged
family members of certain Individual Promoters of our Company, with whom presently the relationship is
acrimonious. There are certain ongoing criminal and civil proceedings involving some of our Promoters,
members of our Promoter Group and such estranged family members. We cannot assure that such
62anonymous letters/emails/complaints will not be sent to government agencies and departments, regulatory
authorities, investors, lenders, Clients, Landlords, service providers and advisors of our Company, various
intermediaries involved in the Offer and media houses with the sole objective of hindering the Offer and
maligning and spreading malicious information. In such an event, the time and attention of the management
of our Company could be diverted towards dealing with such complaints and allegations.
15. A certain portion of our new Clients originate from our arrangements with property consultants and
brokers. In the event that these property consultants and brokers continues to gain market share compared
to our direct booking channels or our competitors are able to negotiate more favourable terms with these
property consultants and brokers, our business, cash flows and results of operations may be adversely
affected.
A certain portion of our new Clients originate from arrangements with property consultants and brokers to
whom we pay commissions. The following table sets forth details of the brokerage expenses for the Fiscals
indicated:
Fiscals
Particulars
2025 2024 2023
Commission and brokerage (₹ in million) 407.31 348.59 273.61
Revenue from lease rentals (₹ in million) 12,892.73 9,970.62 6,874.59
Commission and brokerage as a percentage 3.16% 3.50% 3.98%
of revenue from lease rentals
We are dependent on arrangements with property consultants and brokers for acquiring new Clients and
in the event these property consultants and brokers generates more business leads than our direct channels,
it may adversely impact our profitability and undermine our direct booking channels. For further details,
in relation to the agreement with an existing broker, see “-48. We have commissioned an industry report
from CBRE, which has been used for industry related data in this Prospectus and such information is
subject to inherent risks.” on page 99. Our increased dependency on property consultants and brokers may
result in an increase in commission rates and property consultants and brokers may attempt to negotiate
other favourable contract terms. Further, such property consultants and brokers may also provide similar
services to our competitors and our competitors may be able to negotiate better or more favourable terms
with such property consultants and brokers, which may cause them to prioritise sale of competitor’s Seats
and Centres, which in turn may adversely affect our business and results of operations. Further, such
property consultants and brokers may commoditize the Centres they offer to their customers by comparing
our Centres with the Centres of our competitors, which may dilute our brand’s unique value proposition.
To the extent our reliance on these property consultants and 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.
16. We do not own the land and buildings/ properties at any of our Centres. Any defect in the title and
ownership of the land and buildings/ properties or non-compliance of applicable law by Landlords in
respect of our Centres, may lead to adverse effect on our business, cash flow, results of operations and
financial condition.
We do not own the land and buildings/ properties in relation to any of our Centres. For further details, in
relation to our current business model, see “Our Business - Our operating model | Office experience and
managed Campus platform” on page 253. While our Company does undertake diligence in relation to the
Landlords title to their buildings/ properties, in the event that the Landlords do not have or fail to maintain
good title to the land and buildings/ properties in which our Centres 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 our lease arrangements with such
Landlords and relocate. While there are no ongoing title related matters involving the Company, there can
be no assurance that such litigation will not arise in the future or that any such litigation will be decided in
the favour of our existing Landlords. There can be no assurance that our other Landlords have, and will
maintain, good title to the land and buildings/ properties where our Centres are situated. In the past, a
property in which our Centre was located was attached in proceedings initiated by the Directorate of
Enforcement against the concerned Landlord. For further details, see “Outstanding Litigation and Material
Developments - Other material proceedings by our Company” on page 448. While there have been no other
such instances in the last three Fiscals, relocation involves significant cost and may cause disruptions to our
63business, and we cannot assure you that in such a case, we will be able to find suitable properties/ 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 their agreements with us.
Our Company has leased a Centre at Victoria Park in Kolkata from Vision Comptech Integrators Limited,
a member of our Promoter Group. For details of the interests of our Promoters and members of the
Promoter Group in our Company on account of the said lease agreement, see “-17. We have entered, and
will continue to enter, into related party transactions. Further, our Individual Promoters, Directors and
Key Managerial Personnel have interests in us other than reimbursement of expenses incurred and normal
remuneration or benefits.” on page 64. Except for the interests of our Promoters and members of the
Promoter Group in the aforementioned Centres leased by our Company from Vision Comptech Integrators
Limited, the Landlords have no other interests in our Company, Subsidiaries, Group Companies,
Promoters, members of the Promoter Group, Key Managerial Personnel, Directors or their relatives or any
Shareholders holding more than 1% of the share capital of the Company.
In addition, Landlords may also create a charge or collateral on their properties for the purposes of
purchasing or refinancing the purchase of the property. While we are not aware of attachment proceedings
against any of our Centres, if our Landlords are unable to repay or refinance maturing indebtedness, their
lenders could declare a default, accelerate the related debt repayment and repossess the property. Any re-
possession in the future could result in the termination of our agreements at these Centres. Further, certain
approvals, permits, and licenses for our Centres such as consent to establish and operate under the Water
(Prevention and Control of Pollution) Act, 1974, the Air (Prevention and Control of Pollution) Act, 1981,
occupation certificates and fire no-objection certificates are generally obtained in the name of the Landlords.
We rely on the cooperation and assistance of such Landlords to apply for, maintain and renew such permits,
approvals and licenses and we cannot assure you that the Landlords will continue to extend cooperation and
assistance in a timely manner, or at all. We focus on leasing entire/large properties from Landlords of
commercial real-estate properties, especially passive and non-institutional Landlords. Such Landlords may
lack sufficient experience in development and construction of commercial properties, which may result in
delays and errors in construction and development of the buildings/properties in which our Centres are
located. In the event any of our Centres are deemed to be in default of any applicable law on this account, it
may have an adverse impact on our business. Such instances may lead to imposition of penalty by regulatory
authorities, indemnity claims, disputes or legal proceedings between us and the Landlords. We cannot assure
you that we can compel the Landlords to act in accordance with the provisions of our lease agreements, or
successfully claim indemnity in case of any breach of their obligations to us.
Thus, any defect in the title and ownership of the land and buildings/ properties or non-compliance of
applicable law by Landlords in respect of our Centres, may have an adverse effect on our business, cash flow,
results of operations and financial condition.
17. We have entered, and will continue to enter, into related party transactions which may involve conflicts of
interest. Further, our Individual Promoters, Directors and Key Managerial Personnel 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,
Directors, relatives of Key Managerial Personnel, entities having significant influence over our Company,
Enterprises over which entities having significant influence over our Company, are able to exercise
significant influence and our Subsidiaries. Further, our Individual Promoters, Directors and Key
Managerial Personnel have interests in us other than reimbursement of expenses incurred and normal
remuneration or benefits. For further details in relation to our related party transactions for the Fiscals
2023, 2024 and 2025, see “Summary of the Offer Document – Summary of Related Party Transactions”
and “Financial Information – Related Party Transactions” on pages 32 and 384, respectively. For further
details in relation to interest of our Promoters, Directors, and Key Managerial Personnel and Senior
Management, see “Our Management - Interest of Directors” and “Our Management - Interest of Key
Managerial Personnel and Senior Management” and “Our Promoters and Promoter Group” on pages
314, 327 and 329 respectively.
Additionally, our Company has taken on lease a Centre at Victoria Park in Kolkata from Vision Comptech
Integrators Limited, a member of our Promoter Group. Neetish Sarda, one of our Individual Promoter and
Managing Director and Saumya Binani, one of our Individual Promoter, are directors of Vision Comptech
Integrators Limited. Our Company has outsourced the facility management and common area maintenance
64of our Centres to Talbotforce Services Private Limited (“TalbotForce”), a member of our Promoter Group,
pursuant to the service agreement dated February 4, 2020, entered into between our Company and
TalbotForce (renewed on a year-on-year basis). Harsh Binani, one of our Promoters, is a promoter and
director of TalbotForce. Saumya Binani, one of our Promoters, is also a promoter of TalbotForce. See
“Summary of the Offer Document – Summary of Related Party Transactions” and “Financial Information
– Related Party Transactions” on page 32 and 384 respectively.
All related party transactions for the Fiscals 2025, 2024 and 2023, have been conducted on an arm’s length
basis in accordance with the Companies Act, 2013 and other applicable laws and we believe that such
transactions 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, and we cannot assure you that such transactions,
individually or in aggregate, will not have an effect prejudicial to 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.
18. We have not entered into any definitive arrangements to utilize certain portions of the Net Proceeds of
the Offer and our funding requirements may be subject to change on account of commercial and other
technical factors.
We have not entered into any definitive agreements for the fit-outs and supplies required in relation to the
new Centres for which we propose to fund capital expenditure requirements from the Net Proceeds. We
have relied on the quotations received from third parties for estimation of such cost. While we have
obtained the quotations from various vendors in relation to such capital expenditure, most of these
quotations are valid for a certain period of time and may be subject to revisions, and other commercial and
technical factors. Additionally, in the event of any delay in placement of such orders, the proposed schedule
implementation and deployment of the Net Proceeds may be extended or may vary accordingly. We cannot
assure you that we will be able to undertake such capital expenditure within the cost indicated by such
quotations or that there will not be cost escalations. Our funding requirements may be subject to change
based on various factors such as the timing of completion of the Offer, market conditions outside the
control of our Company, and any other business and commercial considerations. For further details,
“Objects of the Offer- Capital expenditure for fit-outs in the New Centres and for security deposits of the
New Centres” on page 155.
19. We rely on our Client relationships, reputation and brand, to grow our business. Any negative Client
experience may impact our ability to retain or attract Clients, which will adversely affect our business,
results of operations, cash flows and financial condition.
The quality of services delivered to our Clients at our Centres is critical to the success of our business and
it depend significantly on the effectiveness of our quality control systems and standard operating
procedures, which in turn, depends on the skills and experience of our personnel, the quality of our training
programs, and our ability to ensure that such personnel adhere to our policies and guidelines. We rely on
certain third parties to provide house-keeping and security services to our Clients in our Centres. For further
details, see “-17. We have entered, and will continue to enter, into related party transactions which may
involve conflicts of interest. Further, our Individual Promoters, Directors and Key Managerial Personnel
have interests in us other than reimbursement of expenses incurred and normal remuneration or benefits.”
on page 64. Any decrease in the quality of services rendered by us or third parties including due to reasons
beyond our control, or any allegations of deficient service, even when unsubstantiated, could result in non-
renewal and/ or termination of agreements with our Clients, reduction in Occupancy and could also tarnish
our goodwill and brand value. Negative reviews and feedback from our Clients may cause them to choose
the services of our competitors. Clients have terminated their arrangements with us for, among other
reasons, lower rental options, Clients moving into conventional spaces, shutting of Client business
location, and insolvency. While these terminations did not have a material impact on our financial
condition and results of operations, we cannot assure you that similar terminations will not occur in the
future, which may adversely affect our financial condition, cash flows and results of operations financial
condition, cash flows and results of operations.
65This may be true regardless of whether the allegations are substantiated, whether they are limited to just a
single Centre, or whether the cause of such negative publicity were beyond our control. While, there have
been no material instances of negative publicity, the negative impact of adverse publicity relating to one
of our Centres may extend far beyond the Centre involved to affect some or all of our other Centres. Our
inability to provide a satisfactory Client experience may negatively impact our reputation and growth.
Further, we rely on our brand and reputation to attract Clients. To the extent our Centres, workspace
solutions or service offerings may be perceived to be of low quality or otherwise are not compelling to
new and existing Clients, or if we are otherwise impacted by external factors such as the outlook of our
industry, our ability to maintain a positive brand and reputation will be adversely affected.
Any negative Client experience may impact our ability to retain or attract Clients, which will adversely
affect our business, results of operations, cash flows and financial condition.
20. A certain portion of our Rental Revenue is derived from a limited number of Clients including
Enterprise Clients and multi-city Clients. If any of the top 20 Clients prematurely terminate their
agreements with us or do not renew their agreements or if we fail to retain such Clients, our business,
revenues, cash flows, results of operations, and financial condition may be adversely affected.
Our Rental Revenue is concentrated with certain large Clients, including Enterprise Clients and multi-city
Clients. The details of the Rental Revenue derived from our top five, top 10 and top 20 Clients, Enterprise
Clients and multi-city Clients for the Fiscals indicated, is set out below:
(in ₹ million, unless otherwise indicated)
Fiscal 2025 Fiscal 2024 Fiscal 2023
Percentage Percentage Percentage
Particulars* Rental of Rental Rental of Rental Rental of Rental
Revenue Revenue Revenue Revenue Revenue Revenue
(%) (%) (%)
Top five Clients 1,604.82 12.52% 1,014.22 10.28% 698.22 10.51%
Top 10 Clients 2,429.74 18.95% 1,728.93 17.52% 1,206.66 18.16%
Top 20 Clients 3,559.34 27.76% 2,672.20 27.07% 1,962.82 29.53%
Enterprise Clients 11,345.68 88.49% 8,847.99 89.64% 6,044.91 90.96%
Multi-City Clients 4,090.42 31.90% 3,025.40 30.65% 2,203.05 33.15%
*The details of Rental Revenue from individual Clients is confidential information.
As such, we are dependent on our top 20 Clients, as well as Enterprise Clients and multi-city Clients for
our Rental Revenue. If such Clients prematurely terminate their agreements with us or do not renew their
agreements or if we fail to retain such Clients, we may not be able to successfully identify and/or on-board
Clients with similar workspace requirements and at favourable commercial terms or at all. Further, we are
dependent on multi-city Clients and Enterprise Clients who typically have large workspace requirements
which allow them to have better negotiating ability. Although, our Clients are subject to a lock-in period,
we may not be able to successfully recover the Rental Revenue due from such Clients for the remainder of
the lock-in period. One of our top 10 Clients terminated their agreement with our Company in Fiscal 2025
pursuant to which our Company has claimed a sum of ₹ 320.67 million pursuant to legal notices dated
December 23, 2024 on account of inter alia default in payment of lease rental for the period of occupation
of the Centre and the balance lock-in period, late payment fees and unpaid TDS. No legal proceedings
have been initiated by either our Company or the said Client in relation to this dispute. Except as mentioned
above, none of our top 20 Clients have terminated or failed to renew their agreements in the last three
Fiscals (during the respective Fiscal in which they were one of our top 20 Clients), if any of our top 20
Clients prematurely terminate their agreements with us or do not renew their agreements or if we fail to
retain such Clients, our revenue from operations, cash flows, financial condition, results of operations and
our business may be adversely affected.
21. We intend to enter into the managed contracts model which will require us to identify and partner with
Landlords and third parties to manage the commercial workspaces owned/leased by such
Landlords/third parties. We have also recently entered into a variable rental contract with a Landlord.
We cannot assure you that the transition to such new business models may achieve the intended results.
As we move forward, we aim to strategically expand into the variable rental and management contract
models as well. In the variable rental model, capital expenditure costs are borne by us, however rental
obligations only start once we have leased the respective portion of the space to our Clients. As on June
6630, 2025, we have signed term sheets with Landlords in Gurugram for a Centre with a total SBA of 450,000
square feet under the variable rental business model, of which SBA of 33,504 square feet has been
operationalised pursuant to agreements entered into by our Company with the Landlord and each of the
respective Client(s). For details, see “Our Business – Our Strategies – We intend to capitalise our market
leadership, learnings, and expertise to further scale our core business” on page 272. In the management
contract model, capital expenditure is split in a pre-determined ratio with Landlords.
We may be unable to convince the Landlords who own/ lease the commercial workspaces in locations
suitable for our business to adopt such a model due to competitive pressures and the sustainability of such
a model cannot be assured. Further, our inability to manage our existing Landlords’ relationships under
this model or to attract Landlords to adopt this model, will impact our ability to operate and grow our
network, thereby impacting our revenues and growth prospects. Our share of capital expenditure may
increase in certain instances, including, specific Client demands which require us to incur additional
expenditure. This may offset revenues from such Clients. In the event we discontinue incurring this
additional expenditure or increase the realisation from our Clients, they may terminate their contractual
arrangement with us. If we are unable to generate adequate revenues or manage our expenses, we may fail
to achieve or maintain profitability in the future, and our business, results of operations, cash flows and
financial condition could be adversely affected.
22. The lease agreements with our Landlords and certain of our agreements with our Clients are required to
be stamped in accordance with the relevant state stamp duty legislation and registered under the
Registration Act, 1908. Any failure to register and/or appropriately pay stamp duty on such agreements
may affect our ability to enforce such agreements
The lease agreements we enter into with our Landlords and certain of our agreements with our Clients are
required to be stamped in accordance with the relevant state stamp duty legislation and registered under
the Registration Act, 1908. While there have been no litigations initiated in relation to failure to register
the agreements with Landlords and relevant agreements with Clients, or payment of inadequate stamp duty
on these agreements, such agreements which are (i) unregistered, may be declared legally invalid, or (ii) if
insufficiently stamped, may be declared inadmissible as evidence in a court in India and we may be
required to pay the additional stamp duty as assessed by the concerned authority along with certain fines.
While all lease agreements entered into with our Landlords and the requisite agreements with our Clients
are registered and while we believe that appropriate stamp duty has been paid in respect of all such
agreements, there can be no assurance that all our agreements have been registered in accordance with the
requirements of the Registration Act, 1908 and that appropriate stamp duty has been paid in respect of all
such agreements. In certain cases, there could be time gap between execution of a binding contractual
arrangement and payment of adequate stamp duty and registration of the same. Accordingly, until payment
of stamp duty and registration, we may not be able to enforce contractual rights before a court of law on
account of any dispute. For instance, in respect one of our Centres in Bengaluru (Karnataka), we have
entered into a binding contractual arrangement with the Landlord, which is pending for registration. Any
failure to register and appropriately pay stamp duty may affect our ability to enforce such agreements
which may cause disruptions in our operations or result in our inability to continue to operate from the
relevant Centres.
23. We face significant competitive pressures in our business. Our inability to compete effectively would be
detrimental to our business, growth and results of operations.
The managed workspaces and flexible workspace industry in India is intensely competitive. We compete,
in both the organized and unorganized sectors, with large multinational and Indian companies including
regional and local companies, in regions and cities where we operate. For further details in relation to our
competitors, see “Industry Overview” on page 188. Some of our competitors may be major players or form
alliances to compete against us, have more financial and other resources, have access to better lease terms
than we do or have greater brand recognition than ours. Some of the major workspace providers may have
certain competitive advantages over us due to their global spread of operations, greater brand recognition
and greater marketing and distribution networks. 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 the markets in which we operate.
In addition, our competitors may significantly increase their marketing and advertising expenses to promote
their brand and Centres, which may require us to similarly increase our advertising and marketing expenses
67and change our pricing strategies, which may have an adverse effect on our cash flows and financial
condition. While we work consistently to offset pricing pressures, advance our technological capability,
improve our offerings and enhance our 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 established
players in those markets.
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, growth and results of operations will not be adversely affected
by increased competition. For further details of our key performance indicators as compared to our peer
companies, see “Basis for the Offer Price” on page 165.
24. Our operations entail certain fixed expenses, and our inability to reduce such costs during periods of
low demand for workspaces may have an adverse effect on our business, results of operations, cash
flows and financial condition.
Our operations entail certain fixed expenses such as fixed rental payments to our Landlords, building
maintenance and equipment and asset hire charges. Further, the lease agreements with our Landlords
typically include periodic increments in rent. The table below sets out the fixed expenses of our Company
for the Fiscals indicated:
For the Fiscals
Particulars
2025 2024 2023
Fixed expenses (in ₹ million) 7,823.31 6,266.79 4,255.83
While there have been no instances in the past where we were required to repair/redesign our Centres to
address material deficiencies/defects, in the future we may also have to incur costs towards periodic re-
designing, restructuring, refurbishing or repair of defects at our Centres which may not, at times, be
commensurate to the increments built into the agreements with our Clients. The managed workspace industry
may periodically experience adverse changes in demand, which we may not be able to accurately predict.
Consequently, while we are entitled to terminate the lease agreements with our Landlords after the expiry of
the lock-in period subject to the terms and conditions stipulated therein, we may be unable to reduce the fixed
expenses or pass it on to our Clients adequately, in a timely manner, or at all, in response to a reduction in the
demand for managed workspaces which may adversely affect our business, cash flows, results of operations
and financial condition.
25. Our financing agreements contain covenants that limit our flexibility in operating our business. If we
are not in compliance with these covenants and are unable to obtain waivers from the respective lenders,
our lenders may call an event of default and accelerate the repayment of the debt and enforce security/
collateral, leading to an adverse effect on our business, cash flows, financial condition and results of
operations.
Our total outstanding borrowings as on April 30, 2025, were ₹ 3,819.67 million, on a consolidated basis.
Our existing financing arrangements contain a number of restrictive covenants that impose significant
operating and financial restrictions on us and may limit our ability to, without prior consents from the
lenders, engage in acts that may be in our long-term best interest, including restrictions on our ability to,
among other matters, change our capital structure, change our shareholding pattern, dilute the shareholding
of our Promoters, change our constitutional documents, enter into schemes of amalgamations, mergers,
reconstructions, expansions or diversifications, change our management or declare or pay dividend for any
year. If we are not in compliance with these covenants and are unable to obtain waivers from the respective
lenders, our lenders may call an event of default and accelerate the repayment of the debt and terminate
our credit facilities. We have obtained consents/ no-objection, from our lenders, wherever required, under
the relevant financing arrangements for undertaking the Offer. For further details, see “Financial
Indebtedness” on page 436. Further, certain of our subsisting loans may be recalled at any time at the
option of the lender, including certain unsecured loans. If we are unable to repay our loans along with
interest in a timely manner, our lender may trigger an event of default and our lenders can demand
accelerated repayment of the loans and in case we fail to do so, they can enforce the security/ collateral
granted to them to secure such loans. Our failure to comply with covenants and our defaults in repayment
of a particular loan, could result in cross-defaults in respect of other loan(s). While none of our lenders
have declared an event of default in relation to our financing arrangements during the last three Fiscals, in
68the event an event of default is triggered in respect of the loans availed by us and upon consequent
acceleration of repayment, we cannot assure you that we will have sufficient cash flows to repay the loans,
and it will lead to an adverse effect on our business, cash flows, results of operations and financial
condition. The gearing ratio and debt service coverage ratio of our Company as of the dates indicated, are
set out in the table below:
As at March 31
Particulars
2025 2024 2023
Gearing ratio (%) 73.50 86.74 89.70
Debt service coverage ratio (no. of 0.77 0.69 0.63
times)
Note: (1) Gearing ratio is the ratio between Net Debt to total equity and Net Debt. Net debt is calculated as total borrowings minus
cash and bank (including bank deposits, security deposit (cash collateral) and investments in mutual funds). (2) Debt service
coverage ratio is the ratio of profit before depreciation, amortization, finance costs, exceptional items and tax to interest expenses
plus principal repayments of long-term debt and payment of lease liabilities.
Our secured borrowings are typically secured by way of charge created over certain group entities
properties and/or, escrow of monthly rentals from a pre-determined set of Clients and charge over fixed
deposits. Certain of our loans are also secured by way of pledge of some of the Equity Shares held by
certain of our Promoter. For further details, see “Capital Structure - Details of Equity Shares pledged by
our Promoters”, “Financial Indebtedness” and “- 11. Certain of our Promoters had pledged the Equity
Shares held by them with a security trustee under our borrowing arrangements. Any invocation of such
pledge by the lender could dilute the shareholding of the Promoters in our Company” on pages 145, 436
and 53. Our ability to service our debt obligations primarily depends on the cash generated by our business,
which depends on the timely payment of rentals by our Clients. If our future cash flows from operations
and other capital resources become insufficient to pay our debt obligations, we may be forced to sell assets
or attempt to restructure or refinance our existing indebtedness. While we have been able to refinance our
borrowings in the last three Fiscals, our ability to restructure or refinance our debt going forward will
depend on the condition of the capital markets, our financial condition at such time and the terms of our
other outstanding debt instruments. 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.
The terms of existing or future debt instruments may restrict us from adopting some of these alternatives.
In addition, any failure to make payments of interest or principal on our outstanding loans on a timely basis
would likely result in a reduction of our creditworthiness or credit rating, which could harm our ability to
incur additional indebtedness on acceptable terms.
26. Any failure by us in the future to successfully integrate acquired assets into our existing operations and
realise the anticipated benefits on time, or at all, could adversely affect our business, financial condition,
cash flows, results of operations and prospects.
As part of our inorganic growth strategy, we intend to continue to evaluate opportunities for acquisition of
assets and will seek to expand our portfolio opportunistically based on economies of the acquisition costs.
Our Material Subsidiary, Smartworks Space Pte. Ltd entered into an agreement dated March 27, 2024
(“Agreement”) with Keppel Real Estate Services Pte. Ltd. (“KRESPL”) pursuant to which, inter alia our
Company leased two Centres in Singapore, details of which are provided below:
Super Built-up Area No. of Capacity
Name Location
(in square feet) Seats
Keppel Bay Tower Units #13-03/08 and 13-01/02 at 1 18,040 371
Harbourfront Avenue, Keppel Bay Tower,
Singapore- 098 632
Great Eastern Centre Unit #08-01 of Great Eastern Centre, PT621K 16,996 333
TS4, 1 Pickering Street, Singapore - 048 659
For further details, see “History and Certain Corporate Matters – Other agreements - Acquisition of assets
of Keppel Real Estate Services Pte. Ltd.” on page 305.
We have leased the aforementioned assets without obtaining an independent valuation report. Integrating
the acquired assets with our existing businesses could require substantial time and effort from our
management and may also involve unforeseen costs, delays or other operational, technical and financial
difficulties, that may require increased amount of management attention and financial and other resources.
Acquired businesses or assets may not generate the financial results we expect and we may incur losses
69over time. While Smartworks Space Pte. Ltd. generated a profit after tax of ₹ 7.81 million in Fiscal 2025,
we cannot assure you that we will experience the anticipated success and growth through the acquisitions
we undertake. Any failure by us in the future to successfully integrate the assets/ business acquired into
our existing operations and realise the anticipated benefits on time, or at all, could adversely affect our
business, cash flows, results of operations, financial condition and prospects. Further, we may be adversely
affected by liabilities assumed from acquired business, including those arising from non-compliance with
applicable laws prior to our acquisition, and we may not be able to identify or adequately assess the
magnitude of such liabilities.
The success of the acquisition depends on our ability to realise the anticipated growth opportunities and
synergies from integrating the businesses, which requires substantial management attention and efforts as
well as additional expenditures. In acquiring and integrating new businesses, we may encounter a variety
of challenges including in connection with the renovation, rebranding or development of assets, adhering
to Client preferences, maintaining uniformity in design and fit-outs in the workspaces and also delays or
failure to obtain requisite approvals, consents or authorisations from relevant regulatory or statutory
authorities.
We cannot assure you that we will be able to continue to identify suitable acquisition opportunities,
negotiate favourable terms or successfully acquire identified targets. Further, we may not have sufficient
capital resources or we may not be able to obtain additional financing on favourable terms, or at all, to
undertake acquisitions in the future.
27. Our Company and some of our Promoters, Directors and Key Managerial Personnel are involved in
certain legal proceedings. Any adverse decision in such proceedings may render us/them liable to
claims/penalties and may adversely affect our business, financial condition, results of operations and
cash flows.
Our Company and some of our Promoters, Directors and Key Managerial Personnel are involved in certain
legal proceedings. These legal proceedings are pending at different levels of adjudication before various
courts and tribunals or other governmental authorities. The amounts claimed in these proceedings have been
disclosed to the extent ascertainable and include amounts claimed jointly and severally from us and other
parties. Should any new developments arise, such as any change in applicable Indian law or any rulings
against us by appellate courts or tribunals, we may need to make provisions in our financial statements that
could increase expenses and current liabilities. Any adverse decision in such legal proceedings may have a
material adverse effect on our business, financial condition, results of operations and cash flows.
A summary of outstanding litigation proceedings involving our Company and some of our Promoters,
Directors and Key Managerial Personnel as on the date of this Prospectus and as disclosed in “Outstanding
Litigation and Other Material Developments” on page 445 in terms of the requirements under the SEBI ICDR
Regulations is provided below:
Disciplinary actions Aggregate
Statutory or
Criminal Tax by SEBI or Stock Material civil amount
Name of entity regulatory
proceedings proceedings Exchanges against our litigations# involved
proceedings
Promoters (in ₹ million)*^
Company
By our Company 4 Nil N.A N.A. 6 195.18
Against our Nil 7 1 N.A. 3 379.92
Company
Directors@
By our Directors 1 Nil N.A N.A. 3 148.90
Against our 4 Nil Nil N.A. 2 -
Directors
Promoters@
By our Promoters 1 Nil N.A N.A 4 148.90
Against our 5 Nil Nil Nil 2 -
Promoters
Key Managerial Personnel@
By our Key 1 N.A. N.A N.A N.A -
70Disciplinary actions Aggregate
Statutory or
Criminal Tax by SEBI or Stock Material civil amount
Name of entity regulatory
proceedings proceedings Exchanges against our litigations# involved
proceedings
Promoters (in ₹ million)*^
Managerial
Personnel
Against our Key 4 N.A. Nil N.A N.A -
Managerial
Personnel
Senior Management
By our Senior Nil N.A. N.A N.A N.A -
Management
Against our Senior Nil N.A. Nil N.A N.A -
Management
Subsidiaries
By our Nil Nil N.A N.A Nil Nil
Subsidiaries
Against our Nil Nil Nil N.A Nil Nil
Subsidiaries
Litigation involving our Group Companies which may have a material impact on our Company#
By our Group Nil Nil N.A N.A Nil Nil
Companies
Against our Group Nil Nil Nil N.A Nil Nil
Companies
* To the extent quantifiable.
^Includes amounts basis counter-claims filed by the respective parties to the matter.
@Includes proceedings against our Managing Director, Neetish Sarda (who is also an Individual Promoter and Key Managerial
Personnel). Also includes such proceedings involving our Company where Neetish Sarda was a party.
# In accordance with the Materiality Policy.
Further, as on the date of this Prospectus, there are no litigation proceedings involving our Group
Companies which have a material impact on our Company.
Our Managing Director, Neetish Sarda is also involved in a criminal proceeding. Further, our Company has
initiated arbitration and a proceeding before the High Court of Delhi in relation to recovery of outstanding
amounts from a Landlord whose premises where we were operating our Centre, has been attached by the
Directorate of Enforcement. For further details, see “Outstanding Litigation and Material Developments -
Other material proceedings by our Company” on page 448.
Further, the Registrar of Companies, West Bengal (through A. Gokulnath, Asst. RoC, West Bengal) has filed
complaints under Section 200 of the Code of Criminal Procedure, 1973 (“CrPC”) against certain of our
Promoters namely, NS Niketan LLP, Neetish Sarda, SNS Infrarealty LLP and Saumya Binani in relation to
the alleged violation of Section 34 of the Limited Liability Partnership Act, 2008. For further details, see
“Outstanding Litigation and Material Developments – Criminal Proceedings against our Promoters” on page
452. If our Promoters and their designated partners (certain of whom are also our Promoters) are found to
have violated Section 34 of the Limited Liability Partnership Act, 2008, the maximum liability that could be
imposed on NS Niketan LLP and SNS Infrarealty LLP and their designated partners (which includes our
Promoters, namely, Neetish Sarda and Saumya Binani) is ₹ 0.50 million and ₹ 0.10 million, respectively, in
accordance with applicable provisions of the Limited Liability Partnership Act, 2008.
Additionally, there may be proceedings/ matters involving our Company before various legal/ judicial bodies
including criminal, civil or tax matters in nature in relation to which our Company has not received any notice
or summons or any other form of communication, or such proceedings may not have been admitted before
the respective courts or adjudicating authority and accordingly such matters have not been disclosed in this
Prospectus. Further, we rely on advice provided by our lawyers and consultants who advise us on various
litigation matters. While we have not experienced any such instances in the last three Fiscals, if we receive
incorrect advice from our lawyers and consultants, penalties and tax liabilities may be levied on us and we
may be implicated in additional legal proceedings in the future. Any such penalties, tax liabilities or additional
legal proceedings may affect our reputation, business operations financial condition and results of operations.
71If any of these outstanding litigations are decided against our Company as the case may be, we may need to
make provisions in our financial statements that could increase our expenses and current liabilities. In this
regard, we may be subject to penalties and regulatory actions including the suspension of our business. There
can be no assurance that these litigations will be decided in favour of our Company, or in favour of the
Directors or Promoters, or Key Managerial Personnel who are involved in ongoing litigations, and such
proceedings may divert management time and attention and consume financial resources in their defence or
prosecution. An adverse outcome in any of these proceedings may affect our reputation, standing and future
business, and could have an adverse effect on our business, prospects, financial condition, results of
operations and cash flows.
28. Operational risks are inherent in our business as it includes rendering services which meet quality
standards consistently across our Centres. A failure to manage such risks could have an adverse impact
on our business, results of operations, cash flows and financial condition.
We render hospitality services, including food and beverage, cleaning and housekeeping, and information
technology services, at our Centres, through third party service providers. In rendering such services, such
third-party service providers 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. Food
and beverage services require careful and hygienic handling of food products, which if improperly handled
may have an adverse impact on the health of our Clients’ employees. Similarly, 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 our employees, Clients and on the environment. Consequently,
our business is associated with certain safety, privacy and public health concerns. While we have not faced
any liability claims in the previous three Fiscals, we may be subject to liability claims if we fail to satisfy
applicable safety or health standards or cause harm to individuals or entities in the course of rendering our
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. While there have been no accidents or hazardous
incidents at our Centres in the previous three Fiscals, adverse publicity resulting from the occurrence of
such accidents or other hazardous incidents at our Centres could result in a negative perception of our
services and the loss of existing or potential Clients. We may also run the risk of termination of business
arrangement by our Clients. Any failure to effectively implement our corporate crisis response training and
management policies and protocols and to adequately address and manage risks inherent in our business,
or a failure to meet the requirements of our Clients, or a failure to develop effective risk mitigation
measures, could have an adverse effect on our reputation, Client loyalty and consequently, our business,
results of operations, cash flows and financial condition.
29. We are exposed to risks associated with the development and fit-out process of the spaces we occupy. If
any of these risks materialise, it may affect adversely our business and financial condition.
Opening new Centres subjects us to risks that are associated with development projects in general, such as
delays in the fit-out process, contract disputes and claims, and fines or penalties levied by government
authorities relating to such activities. We may also experience delays in opening a new Centre as a result
of delays by the Landlords in completing their base building work or as a result of the Landlords’ inability
to obtain, or delays in obtaining, all necessary zoning, land-use, building, Occupancy and other required
governmental permits and authorizations. We have faced instances of delay by Landlords in transferring
possession of buildings/ properties in the past in relation to certain of our Centres in Bengaluru (Karnataka),
Pune (Maharashtra), Gurugram (Haryana) and Chennai (Tamil Nadu). If our Landlords are unable to
handover their buildings/ properties to us to begin the fit-out process, we may be unable to operationalize
such Centres on schedule, which may in turn damage our reputation and brand and may also require us to
incur expenses towards rent to provide temporary alternate workspaces for our Clients and/or to provide
such Clients with discounted lease rentals. Additionally, the expenses for the fit-out process undertaken by
our Company are borne upfront by our Company and if we fail to source Clients at appropriate commercial
terms for our Centres, we may not be able to recover the capital expenditure incurred towards such fit-out
expenses. For further details, see “- 18. We have not entered into any definitive arrangements to utilize certain
portions of the Net Proceeds of the Offer and our funding requirements may be subject to change on account
of commercial and other technical factors.” on page 65.
In developing our spaces, we generally rely on the continued availability and satisfactory performance of
unaffiliated third-party general contractors to perform the actual fit-out work and, in many cases, to select
72and obtain certain building materials, including in some cases from sole-source suppliers of such materials.
As a result, the timing and quality of the development of our occupied spaces depends on the performance
of these third parties on our behalf. We typically enter into contractual commitments with general
contractors or materials suppliers not exceeding one year, which may be renegotiated and renewed on a
yearly basis. The prices we pay for the labour or materials provided by these third parties, or other
construction-related costs, could unexpectedly increase, which could have an adverse effect on the viability
of the projects we pursue and on our results of operations and liquidity. Skilled parties and high-quality
materials may not continue to be available at commercially acceptable rates in the markets in which we
pursue our fit-out activities.
The people we engage in connection with a fit-out project are subject to the usual hazards associated with
providing related services on project sites, which can cause personal injury and loss of life, damage to or
destruction of property, plant and equipment, and environmental damage. While there have been no loss
of life, injury to personnel or damage to property in the previous three Fiscals, in the event such accidents
occur, our insurance coverage may be inadequate in scope or coverage to fully compensate us for any
losses we may incur arising from any such events at sites we oversee. In some cases, general contractors
may use improper practices or defective materials. Improper practices or defective materials can result in
the need to perform extensive repairs to our Centres, loss of revenue during the repairs and, potentially,
personal injury or death. We may also suffer damage to our reputation, and may be exposed to possible
liability, if these third parties fail to comply with applicable laws.
30. Our operations are dependent on our ability to attract and retain qualified personnel, including our Key
Managerial Personnel and Senior Management and any inability on our part to do so, could adversely
affect our business, results of operations and financial condition.
Our business and the implementation of our strategy is also dependent upon our Key Managerial Personnel
and our Senior Management, who oversee our day-to-day operations, strategy and growth of our business
and in particular, we depend on our Managing Director, Neetish Sarda who is responsible for overseeing
critical operational and growth-oriented functions of our Company and Harsh Binani, our Executive
Director, who leads crucial corporate and support functions of the Company. For further details, see “Our
Management - Brief profiles of our Directors” on page 310. If one or more Key Managerial Personnel or
members of our Senior Management 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. While there has been no attrition of our Key Managerial Personnel and Senior Management in the
last three Fiscals, if any of our Key Managerial Personnel or Senior Management terminates their services
with us due to death, disability or any other reason, or if their reputation is adversely impacted by personal
actions or omissions or other events within or outside their control, our business may be disrupted, our
financial condition and results of operations may be materially and adversely affected and we may incur
additional expenses to recruit, train, and retain qualified personnel. While we are not aware of any of our
Key Managerial Personnel or Senior Management having joined a competitor or forming a competing
company, we may lose Clients, know-how and key professionals and staff members. Each of our Key
Managerial Personnel and Senior Management has entered into an employment agreement containing a
non-compete provision, with us. However, if any dispute arises between our Key Managerial Personnel
and Senior Management and us, the non-compete provisions contained in their non-compete agreements
may not be enforceable. Further, competition for qualified personnel with relevant industry expertise in
India is intense and the loss of the services of our Key Managerial Personnel or Senior Management may
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.
We may expend additional time and expense to hire and train replacement personnel. We may also be
required to increase our levels of employee compensation to remain competitive in attracting employees
that our business requires. If we are unable to hire and assimilate new employees in our Centres, to manage
attrition and to manage our workforce, our business and operations may be adversely impacted.
73The following table sets forth the total number of employees, the average quarterly employee attrition rate
of our Company:
As of March 31,
Particulars
2025 2024 2023
Total number of employees 794 651 564
Average quarterly employee attrition rate (%) 10.71 12.84 10.03
Note: Quarterly attrition rate is the number of employees who ceased to be the employees of our Company during a quarter, divided
by the aggregate number of employees of our Company at the beginning of the quarter and additions during the quarter. Average
quarterly attrition rate is the simple average of the quarterly attrition in a year.
There has been no attrition of Key Managerial Personnel and Senior Management in the last three years.
31. 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 property management, design and project management, booking spaces, entry and exit of visitors,
purchase of food and beverages, and Client relationship management, and data security. For further details,
see “Our Business - Description of our Business and Operations – Technology” on page 281. 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. 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. While we have not faced any instances of
damage or interruption of our information technology systems in the previous three Fiscals, a large-scale
information technology malfunction or interruption of our systems could disrupt our business or lead to
disclosure of, and unauthorized access to, sensitive Company information. 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 business requires us to stores and processes a large quantity of personal, information and data of our
Client’s employees. We face risks inherent in handling large volumes of data and in protecting the security
of such data, such as protecting the data in and hosted on our system, and complying with applicable laws,
rules and regulations relating to the collection, use, disclosure, transfer or security of personal information,
including any requests from regulatory and government authorities relating to such data. The Digital Personal
Data Protection Act, 2023 (“DPDP Act”), which was notified in August 2023 requires companies that collect
and deal with high volumes of personal data to fulfil certain additional obligations such as appointment of a
data protection officer for grievance redressal and a data auditor to evaluate compliance with the DPDP
Act. The DPDP Act further provides that personal data may be processed only in accordance with the DPDP
Act, and for a lawful purpose after obtaining the consent of the individual or for certain legitimate uses. For
further information, see “Key Regulations and Policies in India” on page 285. The specific compliance
requirements in terms of handling and processing personal information under the DPDP Act are presently
uncertain and we may incur increased costs and other burdens relating to compliance with such new
requirements, which may also require significant management time and other resources, and any failure to
comply may adversely affect our business, results of operations and financial condition.
We have also dedicated financial and manpower resources to the development of proprietary
softwares/platforms such as BuildX and the Smartworks application for our specific business processes and
operational needs. The table below sets out the cost of development of our proprietary software for the Fiscals
indicated:
Particulars For Fiscal 2025 For Fiscal 2024 For Fiscal 2023
Proprietary software development 44.92 48.57 75.41
expenses (in ₹ million)
We may be unable to derive the expected benefits from such proprietary technologies on account of lack of
74effectiveness or use cases of our proprietary software.
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. While we have not faced any instances of security breaches of our information technology systems
in the previous three Fiscals, any such security breaches or compromises of technology systems could result
in costs 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 Centres, biometric
hardware, related software and cables at our Centres 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.
32. The objects of the Fresh 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
Prospectus would be subject to certain compliance requirements, including prior Shareholders’
approval.
We propose to use the Net Proceeds towards (i) repayment/ prepayment/ redemption, in full or in part, of
certain borrowings availed by our Company; (ii) capital expenditure for fit-outs in the new Centres and for
security deposits of the new Centres, as set forth in “Objects of the Offer” on page 150. 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 shall engage a monitoring agency to monitor the Gross Proceeds.
Further, pursuant to Section 27 of the Companies Act, any variation in the utilization of the Net 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, which would require a special resolution of the Shareholders and the Promoters or
controlling Shareholders will be required to provide an exit opportunity to the Shareholders who do not
agree to such proposal to vary the objects of the Offer, at such price and in such manner in accordance
with the requirements of the Companies Act, 2013 and other applicable law. Any delay or inability in
obtaining such Shareholders’ approval may adversely affect our business or operations. 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 Offer expenses are
estimated to be approximately ₹ 635.16 million. For details, see “Objects of the Offer – Offer related
expenses” on page 160.
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. The borrowings
proposed to be repaid from the Net Proceeds, availed between August 10, 2022 and June 26, 2023, have
higher interest rates than the interest rate of term loans availed by our Company from scheduled commercial
banks and were obtained on account of ease of availing these credit facilities.
75While we have included estimated cost for the proposed capital expenditure, we have not yet identified the
exact locations of our proposed Centres 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, which may require additional funding that we may not be able to arrange on
commercially acceptable terms, or at all. Additionally, while the Subsidiaries of our Company do not
currently have any specific working capital requirements which are proposed to be funded from the Net
Proceeds, as part of the ‘general corporate purposes’ object of the Offer, our Company may utilise certain
of the Net Proceeds of the Offer earmarked towards general corporate purposes, towards working capital
requirements of our Subsidiaries, which may arise in the future.
Additionally, we have not entered into any definitive agreements to utilise the Net Proceeds for proposed
capital expenditure for fit-outs in the new Centres and have relied on the quotations received from third
parties to estimate the cost of fit-outs. Most of these quotations are valid for a certain period of time and
may be subject to revisions and other commercial and technical factors. Additionally, in the event of any
delay in placement of orders for raw materials, plants or machineries, the proposed schedule,
implementation and deployment of the Net Proceeds may be extended or may vary accordingly. We cannot
assure you that the actual costs incurred in relation to fit-outs of our new Centres will be similar to and not
exceed the amounts indicated in the third-party quotations. For details, see “Objects of the Offer – Capital
expenditure for fit-outs in the New Centres and for security deposits of the New Centres” on page 155.
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. Accordingly, the use of the Net Proceeds to fund our growth and for other
purposes identified by our management may not result in actual growth of our business, increased
profitability or an increase in the value of our business and your investment.
33. Post the filing of the DRHP, certain complaints have been made against our Company, certain of our
Promoters and members of the Promoter Group by certain persons including anonymous
persons/person using pseudonyms to inter alia SEBI, the BRLMs and certain statutory/governmental
authorities. Such complaints may adversely affect our reputation and business. There is no assurance
that such anonymous complaints will not continue against our Company, Promoters and members of
the Promoter Group which might divert the time and attention of our management.
Post the filing of the DRHP with SEBI and the Stock Exchanges on August 14, 2024, certain complaints
have been made against our Company, certain of our Promoters and members of the Promoter Group by
certain persons including anonymous persons/person using pseudonyms to inter alia SEBI and the BRLMs
(“Complaints”). Some of these Complaints were also sent to certain statutory/governmental authorities,
inter alia, the office of the Prime Minister of India, the office of the Finance Minister, the Reserve Bank of
India, the Registrar of Companies, the Ministry of Corporate Affairs, the Central Bureau of Investigation
and the Directorate of Enforcement. Our Company has denied all allegations and responded to all
Complaints, received thus far with relevant information and details, wherever applicable. The details of
such Complaints are set out in the table below:
Date of response by our
S. No. Date of Complaint(s) Name of complainant
Company /BRLM^
1. September 16, 2024 Anonymous person using September 26, 2024
the pseudonym ‘Rucha
Gulgule’
2. October 9, 2024 and October 24, 2024 Krishnenduyedu October 27, 2024 and October
28, 2024
3. Shared by SEBI with the BRLMs on Anonymous October 30, 2024
October 9, 2024*
4. Shared by SEBI with the BRLMs on Advocate Vishal October 30, 2024 and October
October 22, 2024* 31, 2024
5. Shared by SEBI with the BRLMs on Tara Vyas (Purohit) October 30, 2024 and October
October 22, 2024* Advocate, High Court, 31, 2024
Calcutta#
6. October 24, 2024 Shruti Vineeth November 1, 2024 and
November 2, 2024
7. October 21, 2024 (shared by SEBI Anonymous November 26, 2024 and
with the BRLMs on November 21, November 27, 2024
2024)
76Date of response by our
S. No. Date of Complaint(s) Name of complainant
Company /BRLM^
8. November 4, 2024 (shared by SEBI Anonymous November 25, 2024
with the BRLMs on November 21,
2024)
9. Shared by SEBI with the BRLMs on Anonymous December 10, 2024 and
December 4, 2024* December 11, 2024
10. Shared by SEBI with the BRLMs on Anonymous December 23, 2024
December 16, 2024*
11. December 16, 2024 (Received by Anonymous January 21, 2025 and January
BOBCAPS on December 31, 2024) 22, 2025
12. January 12, 2025 and January 15, 2025 Infrastructure Watchdog January 31, 2025 and February
(letter dated January 15, 2025 was 1, 2025
shared by SEBI with the BRLMs on
January 16, 2025)
13. December 20, 2024 (Received by JM Bharatiya Jute Mazdoor January 31, 2025 and February
on January 13, 2025) Sangh 1, 2025
14. Shared by BSE with our Company and Infrastructure Watchdog April 16, 2025
JM on April 15, 2025@
15. Shared by SEBI with JM on May 19, National Union of Jute May 24, 2025 and May 26,
2025 Workers 2025
16. April 25, 2025 (Shared by SEBI with R. Bhardwaj, C/o Dehria June 21, 2025 and June 26,
JM on June 11, 2025) Jute Mills 2025
17. May 21, 2025 (Shared by SEBI with Infrastructure Watchdog July 9, 2025 and July 13, 2025
JM on July 8, 2025 and shared by the
complainant with BOBCAPS pursuant
to email dated July 10, 2025)
18. July 7, 2025 and July 3, 2025 (shared Infrastructure Watchdog July 13, 2025 and July 14, 2025
with certain of the BRLMs on July 10,
2025 and July 11, 2025)
19. July 10, 2025 Kumar Kalwar July 14, 2025
20. July 13, 2025 Suraj J. Jhannwar July 14, 2025
^ In certain instances where no address or contact details of the complainant were provided in the Complaint, the BRLMs provided
a response to SEBI in relation to such Complaint(s) pursuant to information provided by our Company.
* Complaints were undated.
# We have received a letter dated November 3, 2024 written by Tara Vyas (Purohit) stating that the Complaint stands withdrawn,
and such Complaint was made at the instance of, and on account of misinformation provided by, one of the Estranged Family
Members.
@ NSE had also requested our Company to respond to similar allegation pursuant to its email dated April 7, 2025 which our Company
and the BRLMs responded to pursuant to their letters both dated April 8, 2025.
The Complaints and the corresponding replies by our Company are included in the “Material Contracts
and Documents for Inspection” on page 569.
77Since several common allegations were made in the Complaints, the table below sets out the key allegations raised in the Complaints and the responses of our Company:
S.
Allegation Response of our Company*
No.
1. Shell companies and benami The allegation is denied. The investors in the share capital of our Company (post the initial subscription to the Memorandum of Association of our Company)
entities have made investments during the period from 2015 to 2017 were NS Niketan LLP, SNS Infrarealty LLP (collectively with NS Niketan LLP, the “LLPs”) and Mansoul Commercial
in the paid-up equity share Private Limited (“MCPL”). These increases in the paid-up share capital of our Company were a result of (i) rights issues dated March 8, 2017, July 14, 2017,
capital of our Company by and November 19, 2017 pursuant to which Equity Shares were allotted to NS Niketan LLP (“NS”) and SNS Infrarealty LLP (“SNS” and collectively with NS,
conversion of black money
the “LLPs”), and (ii) preferential allotment to MCPL on December 12, 2017.
during 2017-2018 post
demonetization. Such
The LLPs have regularly filed their annual return and statement of account and solvency and charge filing in Form 11 and Form 8, respectively, since
illegitimate money is being
incorporation, in accordance with the Limited Liability Partnership Act, 2008 (“LLP Act”) and thus, do not satisfy the requirement for compulsory winding-
used to increase the valuation of
up or striking-off of their names as prescribed under Section 64(e) of the LLP Act and Section 75 of the LLP Act read with Rule 37(1)(a) of the Limited
the Company in the Offer.
These allegations are also Liability Partnership Rules, 2009, respectively. Additionally, the LLPs have filed their income tax returns since incorporation.
mentioned in certain internal
reports of the Income Tax Further, LLPs’ investment into the Equity Shares of our Company was funded through capital contribution of the respective partners of the LLPs from their
Department, wherein a probe of respective bank accounts through banking channels or borrowings of the LLPs from various companies/HUFs through banking channels and accordingly, since
these matters by the the source of funds for the investment have been identified and consideration was paid, for which the property (i.e., the Equity Shares of our Company) was
Enforcement Directorate under transferred to the same parties, the LLPs investment in our Company cannot be termed as a ‘benami transactions’ (as defined under Section 2(9) of the Benami
the Prohibition of Benami Transactions (Prohibition) Act, 1988) i.e., transactions in which property is transferred to one person for a consideration paid or provided by another person or
Property Transactions Act, transactions where property is held for the immediate or future benefit of the person who has provided the consideration.
1988 has also been proposed.
Such illegitimate money is
Additionally, MCPL is a former investor of our Company which sold its Equity Shares on December 20, 2022 and other than being a former shareholder/
being used to increase the
investor of our Company, MCPL is not connected/ associated with our Company, Promoters, members of the Promoter Group or Group Companies. The
valuation of the Company in the
investment received by our Company from MCPL was made through banking channels, from the bank account of MCPL and the same has been recorded in
Offer. These allegations are
the books of account of our Company. Accordingly, since the consideration was paid by MCPL for which the property (i.e., the Equity Shares of our Company)
also mentioned in certain
was transferred to MCPL, the investment received by our Company from MCPL cannot be termed as a ‘benami transaction’ (as defined under Section 2(9) of
internal reports of the Income
the Benami Transaction Prohibition Act). We deny the veracity of the alleged report of the Income Tax Department as the same cannot be verified. Further,
Tax Department, wherein a
our Company has not received any notice/order of demand from the Income Tax Department, in this regard and no notice for initiation of investigation has
probe of these matters by the
been received by our Company from the Enforcement Directorate.
Enforcement Directorate under
the Prohibition of Benami
Property Transactions Act,
1988 has also been proposed.
2. Companies of Ghanshyam The allegation is denied. While the Office of the Regional Director, Ministry of Corporate Affairs had initiated investigations against, and sought certain
Sarda, a member of the information/ documents from certain companies forming part of the Promoter Group, under Section 210(1) and 217 of the Companies Act, 2013, no allegations
Promoter Group are facing were made in relation to violation of law by the companies under investigation in any of the notices issued by the Office of the Regional Director, Ministry of
investigations by the RoC and Corporate Affairs to these companies and there are no orders passed by the Regional Director, Ministry of Corporate Affairs pursuant to these investigations.
Regional Director, Ministry of
The aforementioned investigations against the said entities forming part of the Promoter Group are not connected to, and have no bearing on our Company.
Corporate Affairs under
The companies forming part of the Promoter Group which are currently under investigation are set out below:
direction of Serious Fraud
Investigation Office and
78S.
Allegation Response of our Company*
No.
Director General of Corporate S.
Companies forming part of the Promoter Group which are under investigation
Affairs and orders for No.
investigation under section 206 1. Agarpara Jute Films & Production Private Limited
and then 210 of the Companies 2. Agarpara Jute Mills Limited
Act, 2013 were issued on 3. Arrowlink Projects Private Limited
finding irregularities against 4. Axsys Technologies Limited
Ghanshyam Sarda and his 5. Ayushman Tie-Up Private Limited
companies. Additionally, our 6. Baghban Trades Private Limited
Company and our associate are 7. Beltas Merchants Private Limited
also facing investigation by the 8. Chitravali Dealers Private Limited
RoC and Regional Director, 9. Euclix Shipbuilders Limited
Ministry of Corporate Affairs, 10. Foremost Builders Private Limited
Serious Fraud Investigation 11. Gulnar Dealcomm Private Limited
Office and Director General of 12. Jagadhatri Vyapaar Private Limited*
Corporate Affairs. 13. Jiwanjyoti Distributors Private Limited
14. Megacity Tie Up Private Limited
15. Miracle Sales Private Limited
16. nVision IT Solution Limited
17. Propkar Marketing Private Limited
18. Raysons Midroad Sign Craft Private Limited
19. Sunbeam Vanijya Private Limited
20. Vision Comptech Integrators Limited*
21. Vision Components Private Limited
22. Vision Digital Insurance TPA Private Limited
23. Wondermax Supply Private Limited
24. Yash Deep Trexim Private Limited
* Also Group Companies.
Additionally, in relation to our Company there are no ongoing investigations by the Serious Fraud Investigation Office, the Registrar of Companies, the Director
General of Corporate Affairs or any other regulatory/ statutory authorities against our Company, except an ongoing investigation initiated by the Ministry of
Corporate Affairs against our Company. In relation to the said investigation, the Ministry of Corporate Affairs has sought certain information/ documents from
our Company and has not raised any allegations of violation of any applicable laws by our Company in any of its notices issued to our Company. For further
details of such investigation, see “Outstanding Litigation and Material Developments-Actions by statutory or regulatory authorities against our Company” on
page 446. Additionally, there are no ongoing investigations by the Serious Fraud Investigation Office, the Registrar of Companies, the Director General of
Corporate Affairs or any other regulatory/ statutory authorities against the associate of our Company i.e., Clean Max Dos Private Limited. There are also no
ongoing investigations by the Serious Fraud Investigation Office against any member of our Promoter Group.
3. Our Company and Ghanshyam The allegation is denied. There are no ongoing investigations by the Central Bureau of Investigation, Government of India (“CBI”) against our Company or
Sarda, a member of the Ghanshyam Sarda, a member of the Promoter Group, and the CBI has not filed a first information report against him. Further, there are no ongoing investigations
Promoter Group are under by the SEBI or the Enforcement Directorate against our Company or Ghanshyam Sarda.
investigation by the Central
Bureau of Investigation, SEBI
79S.
Allegation Response of our Company*
No.
and the Enforcement Further, in relation to the criminal complaints/FIRs allegedly filed against Ghanshyam Sarda as mentioned in the Complaints: (a) five matters are no longer
Directorate. Further, certain outstanding (and in certain of such closed matters, closure report was filed by the relevant authorities before the judicial forum recording that such matter is
criminal complaints have been related to a family dispute and civil in nature); (b) in three matters, no charge sheet was filed against him; (c) one matter could not be identified based on the
filed against him (as appended details provided in the Complaints; and (d) in one matter no notice or summons was received by him.
to the relevant Complaints).
4. Our Promoters, and The allegation is denied. Our Promoters have never availed any loans from Oriental Bank of Commerce, UCO Bank or State Bank of India and accordingly,
Ghanshyam Sarda, a member of no auction of the properties of our Company or Promoters has been ordered by any of the aforementioned banks. Further, our Promoters have not been
the Promoter Group have blacklisted by any bank or financial institutions and we deny that they have misappropriated funds obtained from lenders. Further, the partners of the NS
defaulted on loans obtained Niketan LLP and SNS Infrarealty LLP, have never defaulted on any loans availed from Oriental Bank of Commerce or State Bank of India and accordingly,
from Oriental Bank of
no auction of their properties has been ordered by any of the aforementioned banks.
Commerce and State Bank of
India and UCO Bank. Further,
In relation to Ghanshyam Sarda:
SBI has recently ordered for
auction of the properties of the
(a) Neither Ghanshyam Sarda nor any company in which he was a promoter or director have availed any loan from UCO Bank. In the past, allegations were
Promoters. Further, our
Company and Ghanshyam published in certain media reports, that Ghanshyam Sarda obtained loans from UCO Bank, however, these allegation refer to a loan obtained by Mirador
Sarda are expected to default on Commercial Private Limited (“Mirador”) from UCO Bank in 2011 (“Loan”). Based on a confirmation provided by Mirador, the Loan was repaid in 2016
loans obtained from HDFC pursuant to which UCO Bank issued a no dues certificate dated October 4, 2016. Ghanshyam Sarda, had filed a civil suit before the Civil Court in Gurgaon
Bank and IndusInd Bank. (“Civil Court”), against circulation, publication of media articles/ blogs with similar false allegations against him (“Articles”), and the Civil Court by its
Additionally, the partners of NS order dated December 22, 2021 has passed an injunctive/ restrictive order against publication/ re-publication of the Articles.
Niketan LLP and SNS
Infrarealty LLP have defaulted (b) Ghanshyam Sarda had provided a personal guarantee to Oriental Bank of Commerce (presently, Punjab National Bank) (“Oriental Bank”) and State Bank
on loans obtained from Oriental of India (“SBI”) in relation to loans availed by Sun Biotechnology Limited (“Sun Biotechnology”), a company owned and controlled by his younger
Bank of Commerce and State
brother viz. Jagdish Sarda with whom there are currently ongoing family disputes and litigations for division of family businesses/ properties. Ghanshyam
Bank of India. Further, our
Sarda has no control over the management of Sun Biotechnology and he has not been a director, employee or promoter of Sun Biotechnology for the last
Promoters have been
15 years. He has 4.92% shareholding in Sun Biotechnology. Despite efforts to settle the dues of Sun Biotechnology owed to SBI and Oriental Bank, there
blacklisted by various lenders
are presently ongoing disputes between the aforementioned lenders and inter alia Sun Biotechnology, Jagdish Sarda and himself, which are currently
and they have misappropriated
pending before the Debt Recovery Tribunal/Debt Recovery Appellate Tribunal. Additionally, he has filed suits against the said lenders seeking inter alia
funds obtained from lenders.
a stay against enforcement of the guarantees provided by him to such lenders.
(c) SB Overseas Limited (“SB Overseas”), a company in which Ghanshyam Sarda is a shareholder had availed a letter of credit facility from Oriental Bank
against which collateral was obtained including a personal guarantee by Ghanshyam Sarda. There are currently ongoing disputes initiated by SB Overseas
against Oriental Bank and vice versa in relation to additional charges levied by Oriental Bank.
(d) No auction of property belonging to Ghanshyam Sarda and/ or companies where he is a director or promoter has been held by SBI.
Further, HDFC Bank and IndusInd Bank have never issued any notice declaring that our Company or Ghanshyam Sarda have defaulted in relation to any loans
availed from them.
80S.
Allegation Response of our Company*
No.
5. Standard Chrome Limited The allegation is denied. Neetish Sarda, one of our Promoters, is not connected to, or associated with the Allegedly Struck-off Entities, except to the extent of
Monozyme India Limited SB 0.22% of the share capital of Sun Biotechnology (acquired by Neetish Sarda as a family member when he was a minor, prior to 2003) and 0.06% of the share
International Limited and Sun capital of SB International Limited, held by Neetish Sarda. The status of the Allegedly Struck-off Entities is “active non-compliant as per the Ministry of
Biotechnology Limited Corporate Affairs portal.
(“Allegedly Struck-off
Entities”) were under the
In relation to Ghanshyam Sarda:
management of Ghanshyam
Sarda, a member of the
• Standard Chrome Limited: He has not been a shareholder, director or promoter of this company for the last 15 years.
Promoter Group and Neetish
Sarda, one of our Promoters and
that these companies were • Monozyme India Limited: Ghanshyam Sarda was never a shareholder or promoter of this company. He was appointed as a director of this company on
delisted and struck-off in the April 6, 2006 and resigned his directorship on August 31, 2006. This company’s shares was delisted on December 1, 2017, much after Ghanshyam Sarda
past for non-compliances. ceased to be a director of this company.
Additionally, companies of
Ghanshyam Sarda, a member of • SB International Limited: Ghanshyam Sarda has not been a director or promoter of this company for the last 15 years. He holds 2.21% of the share
the Promoter Group, i.e.,
capital of this company.
Kolmak Chemicals Limited and
Kolmak Petrochem Limited
• Sun Biotechnology: As mentioned above, this company is owned and controlled by Jagdish Sarda, the younger brother of Ghanshyam Sarda. Ghanshyam
were foreclosed.
Sarda has no control over the management of Sun Biotechnology and he has not been a director, employee or promoter of Sun Biotechnology for the last
15 years. He holds only 4.92% shareholding in Sun Biotechnology.
• Kolmak Chemicals Limited: Ghanshyam Sarda has sold his shares in Kolmak Chemicals Limited in the year 2009. Additionally, we note that as per the
website of Calcutta Stock Exchange, Kolmak Chemicals Limited is not delisted.
• Kolmak Petrochem Limited: Kolmak Petrochem Limited has never been listed on any stock exchanges and has been struck-off by the Registrar of
Companies on March 16, 2011, as per the website of Ministry of Corporate Affairs.
6. Ghanshyam Sarda, a member of The allegation is denied. There are no ongoing investigations by any statutory/regulatory authorities against Ghanshyam Sarda, a member of the Promoter
the Promoter Group, operates Group, and/or any of the companies in which he is a director, in relation to money laundering, hawala transactions, illicit fund conversion and/ or for such
through multiple shell companies being a jama kharch company.
companies/jama kharch
companies (including Mansoul Further, other than being a former shareholder/ investor of the Company, Mansoul Commercial Private Limited (“MCPL”) is not connected/ associated with
Commercial Private Limited) the Company, Promoters, members of the Promoter Group or Group Companies, in any manner.
exploiting them for money
laundering, hawala transactions
and illicit fund conversion
7. Neetish Sarda, one of our The allegation is denied. Neetish Sarda, one of our Promoters has never been deported from the United States of America and he currently holds a valid visa
Promoters was deported from for the United States of America.
the United States of America.
8. Certain shell companies i.e., The allegation is denied. Our Company has not received any cash deposits from Great Gains Stock Trading Private Limited, Jubiliant Merchantile Private
81S.
Allegation Response of our Company*
No.
Great Gains Stock Trading Limited, Lavender Impex Private Limited and Star Bright Private Limited (“Alleged Shell Entities”). Further, neither our Company, Promoters, members of
Private Limited, Jubiliant the Promoter Group and Group Compan(ies), are connected/ associated with the Alleged Shell Entities in any manner, either directly or indirectly, and have
Merchantile Private Limited, never had any transaction/ relation of any nature with such Alleged Shell Entities.
Lavender Impex Private
Limited and Star Bright Private
Limited have deposited ₹ 450
crore in cash with our
Company.
9. All transactions entered into by The allegation is denied. All related party transactions entered into by our Company (including with Vision Comptech Integrators Limited) in the last three
our Company are circular Fiscals have been undertaken on an arm’s length basis, in accordance with Section 188 of the Companies Act, 2013 and other applicable law. For details, see
transactions, for instance “Restated Financial Information- Note 35: Related party transactions and balances” and “- 17. We have entered, and will continue to enter, into related party
Vision Comptech Integrators transactions which may involve conflicts of interest. Further, our Individual Promoters, Directors and Key Managerial Personnel have interests in us other
Limited, a member of the than reimbursement of expenses incurred and normal remuneration or benefits.” on pages 384 and 64, respectively. The lease rentals received by Vision
Promoter Group has leased a Comptech Integrators Limited from our Company are deposited in a separate escrow account which is charged by it in favour of its lenders to repay its
property to our Company for outstanding loans. Further, all investments in the equity share capital of our Company made by the LLPs were in accordance with applicable law, including in
which we are paying rent to relation to their valuation. For details, see “Capital Structure- Equity share capital history of our Company” on page 130.
Vision Comptech Integrators
Limited. Vision Comptech
Integrators Limited, is also
funding NS Niketan LLP and
SNS Infrarealty LLP (“LLPs”)
as a partner, and the LLPs are in
turn investing in our Company
at a high price.
10. Ongoing investigation by the The allegation is denied. The Income Tax department has completed its assessment of the income tax returns filed by our Company till Fiscal 2022. Our
Income Tax department against Company has challenged the assessment of its income tax return filed for Fiscal 2019-2020 by the Income Tax department before the relevant forum. For
our Company, Promoters and further details, see “Outstanding Litigation and Material Developments-Actions by statutory or regulatory authorities against our Company” on page 446.
their companies and the Income There are no ongoing investigations by the Income Tax department and the Income Tax department has not opened files for scrutiny of our Company, Promoters
Tax department has opened or the entities forming part of the Promoter Group, for the last seven years. Further, there are no ongoing investigations by the Income Tax department wherein
their files for scrutiny for last 7 a demand has been made for Rs. 200 crores from our Company.
years. The planned
investigation and raid of our
Company, NS Niketan LLP.
SNS Infrarealty LLP and
certain members of our
Promoter Group was scrapped
at the last moment.
11. Ghanshyam Sarda, a member of The allegation is denied. Ghanshyam Sarda, a member of the Promoter Group was arrested on October 26, 2006, in relation to the medical kit scam and later
the Promoter Group, was obtained bail. Further, he has filed an application before the Chief Judge Sessions Court at Kolkata to quash the FIR/chargesheet filed against him in this matter,
arrested in relation to the as he was never a shareholder or promoter of Monozyme India Limited (“Monozyme”). The said matter is currently pending. Further, he was appointed as a
medical test scam conducted by director of Monozyme on April 6, 2006 and resigned as a director of this company on August 31, 2006, i.e., for a period of less than 6 months.
82S.
Allegation Response of our Company*
No.
Monozyme India Limited.
12. Ghanshyam Sarda, a member of The allegations are denied. Ghanshyam Sarda, a member of the Promoter Group has never been detained under the Conservation of Foreign Exchange and
the Promoter Group, was Prevention of Smuggling Activities Act, 1974 by any governmental/statutory authorities.
involved in smuggling of
foreign exchange and was
booked under the Conservation
of Foreign Exchange and
Prevention of Smuggling
Activities Act, 1974
13. Misrepresentations regarding The allegation is denied. Neetish Sarda, one of our Promoters had previously studied in Purdue University, Indiana in the United States of America. However,
Neetish Sarda’s, (our Managing he did not complete his studies in Purdue University and instead decided to pursue a bachelor’s degree in science from the University of London, in Singapore
Director and one of our from Singapore Institute of Management, which is affiliated with the University of London. For further details, see “Our Management-Brief Profiles of our
Promoters) educational Directors” on page 310.
qualifications in the DRHP and
inconsistencies with details of Additionally, neither Neetish Sarda nor our Company have provided inputs to third-party websites and have no control over the information published by such
his educational qualifications third-party websites in relation to details of his educational qualifications.
published on third party
websites.
14. Neetish Sarda, one of our The allegation is denied. The criminal case against Neetish Sarda, one of our Promoters is currently sub-judice. Neetish Sarda has also filed a petition dated
Promoters have abetted the November 5, 2020, before the High Court of Bombay for quashing and setting aside the first information report (“FIR”) filed in this matter. For details, see
suicide of Anvay Naik and his “Outstanding Litigation and Material Developments – Litigation against our Promoters – Criminal proceedings against our Promoters” on page 452.
mother.
15. Disclosure of lower capital The allegation is denied. No basis/ source or any evidence for the allegations was provided in the Complainant. Our Company’s budgeted capital expenditure
expenditure for fit-outs of ₹ for fit-outs of ₹ 1,350.00 per square foot for Fiscal 2024, as disclosed in “Our Business- Our Strengths- Our execution capabilities backed by cost efficiencies,
1,350.00 per square foot by our effective processes and technology infrastructure” on page 268, was the budgeted average capital expenditure for fit-outs of new centres of our Company. The
Company in the DRHP to actual capital expenditure incurred by our Company for fit-outs of new centres in Fiscal 2024 was lower than the budgeted capital expenditure. For further
mislead investors. details of the reasons for our Company’s fit-out costs per square foot being lower than the industry average include, see “Our Business- Our Strengths- Our
execution capabilities backed by cost efficiencies, effective processes and technology infrastructure” on page 266.
16. Inclusion of common areas in The allegation is denied. The definition of the term ‘Super Built-up Area’ clearly specifies that it is inclusive of common/ non-usable spaces. Further, the
our total SBA to mislead definition of the term ‘Seat’ clearly indicates that it is only a notional unit of measurement and should not necessarily be assumed to be an actual physical
investors by inflating the seat workstation or chair or work unit. The actual seat density per square foot varies across each workspace in our Company’s Centres as each workspace is
density per square foot. customised as per the specific requirements of the Client. For further details, see “Definitions and Abbreviations- Business related terms” on page 16.
17. Failure to comply with National The allegation is denied. Our Company undertakes due diligence to ensure compliance with National Building Code standards.
Building Code standards
18. Non-disclosure of risks in The allegation is denied. The risks in relation to delay in delivery of fit-outs, were already disclosed in “ 29 - We are exposed to risks associated with the
relation to failure to deliver fit- development and fit-out process of the spaces we occupy. If any of these risk materialise, it may affect adversely our business and financial condition” on page
outs. 72.
19. Non-disclosure of the risks The allegation is denied. The risk of Landlords terminating their lease agreements with our Company were already disclosed in “- 6. We have entered into
associated with termination of long-term fixed cost lease agreements with our Landlords, for super built-up area of 8.99 million square feet across 50 Centres across 15 cities,
Clients agreements on account as of March 31, 2025. If we are unable to pay the lease rentals to our Landlords on account of failure to source Clients for workspaces within our Centres,
of the absence of immovable
83S.
Allegation Response of our Company*
No.
properties owned by our our business, results of operations, cash flows and profitability may be adversely impacted.” on page 48. Additionally, for details of the measures taken by our
Company. Company to mitigate such risk, see “Our Business- Our Strengths- Our risk mitigating strategy allows us to build a financially stable business model” on page
271.
20. There are ongoing legal battle These allegations do not indicate any wrongdoing by Ghanshyam Sarda, Axsys Technologies Limited (“Axsys”) and Vision Comptech Integrators Limited
pending before National (“Vision”), members of the Promoter Group. There are no outstanding litigations involving Axsys, its investors and Vision pending before the National
Company Law Tribunal,
Company Law Tribunal.
Kolkata, involving Vision
Comptech Integrators Limited,
Axsys Technologies Limited
and an investor from Singapore.
21. Ghanshyam Sarda, a member of This allegation is denied. The allegation pertains to a commercial dispute between Ghanshyam Sarda, a member of the Promoter Group and the landowner,
the Promoter Group, with the which has since become infructuous. Accordingly, the allegation that Ghanshyam Sarda acquired the landowners property with the help of Ministers in
help of Ministers in Hyderabad
Hyderabad and has caused the landowner to lose his life and property is denied.
acquired the property of the
promoter of Penguin Textiles
Limited, who fell victim to the
scams of Ghanshyam Sarda,
which caused him to lose his
property and life.
22. Euclix Shipbuilders Limited, a The allegation is denied. This allegation is frivolous, absurd and without any substance, and is not connected to our Company in any manner.
member of the Promoter Group
has entered into fabricated legal
disputes to evade taxes on sale
of land.
23. Risks to security funds in the The allegation is denied. There is no connection between the security deposits of the Clients of our Company and our Company’s lack of owned assets.
form of fixed deposits due to
lack of asset ownership, The allegation that our Company has zero asset base is denied. Additionally, the operating model and leasing strategy of our Company is different from the
potentially leading to financial business model of Awfis. Further, our Company offers fit-out-as-a-service and value-added services which are asset light businesses.
losses for our Clients.
Additionally, in accordance with the SEBI ICDR Regulations, a comparison of accounting ratios of our Company with its listed industry peer was disclosed in
Further, our Company has the “Basis for the Offer Price” section of the Draft Red Herring Prospectus. For details, see “Basis for the Offer Price” on page 165.
negligible asset base as
compared to Awfis Space
Solutions Limited (“Awfis”)
but a higher EBITDA as
compared to Awfis. However,
no comparison of such metrics
was provided in the Draft Red
Herring Prospectus.
24. Various queries have been These allegations are denied. The Restated Consolidated Financial Information have been prepared by the management of the Company in accordance with
raised about the Restated SEBI ICDR Regulations and Companies Act, 2013.
84S.
Allegation Response of our Company*
No.
Consolidated Financial
Information inter alia (i) about
‘going concern’ assumption in
light of the losses incurred by
our Company, (ii) deployment
of borrowed funds in mutual
funds, (iii) non-disclosure and
misplaced disclosure of various
details in the Restated
Consolidated Financial
Information, and (iv) mismatch
of certain line items in the
Restated Consolidated
Financial Information.
25. Operating and administrative The allegation is denied. Certain ‘operating and administrative expenses’ have been categorized as assets in our Company’s audited consolidated financial
expenses have been incorrectly statements and its Restated Consolidated Financial Information in accordance with applicable accounting standards. Our Company’s audited consolidated
categorized as assets in the financial statements have been audited by its Statutory Auditors and they have issued an unmodified opinion on the audited consolidated financial statements
financial statements of our of our Company for Fiscals 2025, 2024 and 2023. Further, the EBITDA of the Company for Fiscals 2025, 2024 and 2023 has been certified by Ray & Ray,
Company. Further, the Chartered Accountants, by way of their certificate dated July 14, 2025. For details, see “Other Financial Information- Reconciliation of the Non-GAAP
EBITDA disclosed by our Measures” and “Basis for Offer Price- 7.Key Performance Indicators (“KPIs”)” on pages 396 and 168.
Company for FY 2024 is highly
improbable and does not
correspond to actual cash flows.
26. Our Company’s financial The allegation is denied. The financial statements of our Company for each financial year since incorporation have been duly audited by the statutory auditors
statements disclose financial of our Company and no illegal activities have ever been highlighted by the current or previous statutory auditors of our Company.
discrepancies and illegal
activities.
27. Our Company’s business model The allegation is denied. The specific steps taken by our Company to mitigate the risks associated with asset liability mismatch are disclosed in “Our Business-
is similar to WeWork which Our Strengths- Our risk mitigating strategy allows us to build a financially stable business model” on page 271.
faced bankruptcy which
compounds concerns of our
financial stability.
28. Our Company has sourced ₹ The allegation is denied. Our Company has obtained certain loans from its lenders which were secured by way of creation of charge on certain assets belonging
675.97 crores from various to Vision Comptech Integrators Limited and Jagadhatri Vyapaar Private Limited, members of the Promoter Group of our Company. For further details, see
banks by mortgaging assets of “Financial Indebtedness- Principal terms of the borrowings currently availed by our Company” on page 442. These companies cannot be described as ‘shell
shell companies. companies’ as they own substantial assets (as evidenced by the fact that they were able to provide assets to serve as collateral for loans availed by our Company)
and have been filing their annual return and audited financial statements with the Registrar of Companies in Form MGT-7 and Form AOC-4, respectively in
compliance with applicable laws.
29. Our Company practice of The allegation is denied. Our Company has obtained certain loans which were secured inter alia by way of creation of escrow accounts for monthly lease
seeking loans from lenders by rentals from a pre-determined set of Clients. The practice of creating escrow of monthly lease rentals is permitted under the loan documentation and our
85S.
Allegation Response of our Company*
No.
securitization of rent agreements with our Clients and is in accordance with applicable laws. For further details of the secured borrowings of our Company and the collateral provided
receivables from Clients for such borrowings, see “Restated Financial Information- Note 19: Borrowings” beginning on page 372.
(including certain Clients which
are shell entities affiliated with Additionally, no escrow has been created on the Rental Revenues derived from Clients which are related parties of our Company to secure any credit facilities
our Company) is a matter of
availed from lenders. For further details of the lease rentals received from Clients which are related parties of our Company for the last three Fiscals, see
grave concern. Further, the
“Restated Financial Information- Note 35: Related party transactions and balances” on page 384.
borrowings obtained by our
Company are not in compliance
Our Company has availed various loans pursuant to valid and enforceable loan documentation and the same has been adequately disclosed in the financial
with various RBI norms.
statements of our Company and details of charges have been filed with the RoC, to the extent applicable. We are unable to comment on allegations made
against our lenders in relation to their obligations to comply with RBI norms.
30. Our Company has operated The allegation is denied. To the extent our Statutory Auditors had disclaimed their opinion and provided a qualified opinion in our consolidated audit report on
without internal financial internal financial controls for Fiscal 2023 and Fiscal 2022, appropriate disclosures were already provided in “- 9. Our Statutory Auditors had disclaimed their
controls opinion and provided a qualified opinion in our consolidated audit report on internal financial controls for Fiscal 2023 and Fiscal 2022. 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, which may adversely affect our reputation, business, financial condition, results of operations and cash
flows.”, “Financial Information” and “Management’s Discussion and Analysis Of Financial Position And Results Of Operations- Auditor qualifications and
emphasis of matter” on pages 51, 338 and 433, respectively. Our Company has implemented internal financial controls and our Statutory Auditors have not
provided any qualifications in the audit report on the audited consolidated financial statements of our Company for Fiscal 2024 in relation to internal financial
controls of our Company.
31. Our Promoters, namely NS The allegation is denied. Further, in any event, these allegations do not indicate any wrongdoing by our Company, Promoters or members of the Promoter
Niketan LLP and SNS Group. Our Promoters, NS Niketan LLP and SNS Infrarealty LLP hold 65.15% of the paid-up Equity Share Capital of our Company. For details, see “Summary
Infrarealty LLP have
of the Offer Document-Aggregate pre-Offer and post-Offer shareholding of the Promoters, the members of our Promoter Group (other than our Promoters)
withdrawn their investments
and the Selling Shareholders” on page 28.
through secondary sales of their
Equity Shares.
32. Our Company obtains loans The allegation is denied. Our Company has active banking relationships with reputed and large Indian private sector banks and public sector banks such as
from small banks, private sector HDFC Bank Limited, ICICI Bank Limited and Indian Bank as well as foreign banks such as DBS Bank Limited. Further, our Company also has obtained
banks instead of public sector financing from reputed NBFCs including Tata Capital Financial Services Limited and Aditya Birla Finance Limited. All of the aforementioned lenders are
banks and approaches branches regulated by the Reserve Bank of India. Further, our Company has never availed or applied for loan from any small finance bank.
of such banks in different states
to obtain funding.
Additionally, all of our Company’s transactions with its lenders are through their respective bank branches/offices in either Delhi NCR or Kolkata, i.e., Delhi
NCR being the current location of the Registered Office and Corporate Office of our Company and Kolkata being the erstwhile location of the registered office
of our Company, respectively, except for the non-convertible bonds issued by our Company in favour of Deutsche Investments India Private Limited. Our
Company does not maintain an account or have a banking relationship with Deutsche Bank / Deutsche Investments India Private Limited and approached the
Mumbai branch of Deutsche Bank for the sole purpose of raising funds through the issue of non-convertible bonds.
86S.
Allegation Response of our Company*
No.
33. Our Directors, including Atul The allegation is denied. Atul Gautam, our Chairman and Non-Executive Director of our Company, ceased to be an official of Oriental Bank of Commerce on
Gautam, our Chairman and December 31, 2015 and was appointed on the Board of our Company with effect from June 21, 2024, in accordance with applicable laws and none of our
Non-Executive Director, an ex- Directors are currently associated with any of the lenders of our Company.
employee of Oriental Bank of
Commerce has introduced our
Company to various influential
banking officials.
34. Failure to comply with multiple The allegation is denied. Our Company is in compliance with applicable laws and the terms of all loan documentation entered into with the relevant lenders in
bank accounts, in violation of relation to opening of current/overdraft accounts.
RBI directives in relation to
overdraft facilities.
35. Our Company is operated like a The allegation is denied. Our Company has not collected deposits from any subscribers with the intention of repaying each subscriber in turn or by lots or by
chit fund by Neetish Sarda, one auction or as specified by way of agreement with the subscriber and it is not and has never been registered under the Chit Funds Act, 1982 (“Chit Funds Act”).
of our Promoters and Further, our Company has never received any notice under the Chit Funds Act. Additionally, our Company has never received any notice from any tax authority
Ghanshyam Sarda, a member of in relation to allegations of fraudulent GST claims.
the Promoter Group and evades
payments through fraudulent
GST claims.
36. Our Company’s failure to The allegation is denied. While our Company’s revenue from operations and EBITDA increased, its total expenses have also increased in Fiscal 2023 compared
generate net profits despite to Fiscal 2022 and accordingly, the restated loss for the year of our Company increased to ₹ 1,010.46 million for Fiscal 2023 from ₹ 699.05 million for Fiscal
increase in revenue from 2022.
operations and EBITDA during
Fiscal 2023 is suspicious.
37. Underreporting operating The allegation is denied. Talbotforce Services Private Limited (“TalbotForce”) is a related party of our Company. In accordance with the requirements of the
expenses and related party SEBI ICDR Regulations, the details of the related party transactions entered into by our Company with TalbotForce in the last three Fiscals, are already
transactions in relation to disclosed in “Summary of the Offer Document – Summary of Related Party Transactions” and “Restated Financial Information- Note 35: Related party
facility management services it transactions and balances” on pages 32 and 384, respectively. Such related party transactions were in accordance with applicable laws and were appropriately
has availed from Talbotforce disclosed in the Restated Consolidated Financial Information, which was examined by the Statutory Auditors of our Company in accordance with Companies
Services Private Limited Act, 2013, as amended, the SEBI ICDR Regulations, Guidance Note on “Reports in Company Prospectuses (Revised 2019)” issued by ICAI, as amended from
(“TalbotForce”) time to time, and other applicable laws.
38. Our Company has initiated The allegation is denied. Our Company is not involved in legal proceedings/disputes against its Clients in order to blackmail them. For further details of all
legal disputes against all of its material legal proceedings involving our Company, including against its Clients, see “Outstanding Litigation and Material Developments- Litigation by our
Clients to blackmail them. Company” see page 448.
39. Ghanshyam Sarda, a member of The allegation is denied. There are there are no ongoing disputes initiated against Ghanshyam Sarda by suppliers and/or under the Employees’ Provident Funds
the Promoter Group has and Miscellaneous Provisions Act, 1952, the Goods and Service Tax Act, 2017 and/or in relation to value-added tax/sales tax. We deny the allegation that
committed frauds with its under the management of Ghanshyam Sarda the workers of Sun Biotechnology Limited were denied their legitimate dues
suppliers, employees’ provident
fund, banks, institutions and has
committed fraud in value-added
tax and sales tax. Under his
87S.
Allegation Response of our Company*
No.
management of Sun
Biotechnology Limited,
thousands of workers were
denied their legitimate dues.
40. Failure to disclose certain The allegation is denied. In accordance with the requirements of the SEBI ICDR Regulations, we have disclosed the details of all related party transactions
related parties to hide the entered into by our Company in the last three Fiscals in “Summary of the Offer Document – Summary of Related Party Transactions” and “Financial Information
financial and operational – Related Party Transactions” on pages 32 and 394, respectively.
liabilities of such companies.
The members of the Promoter Group have been identified in accordance with the SEBI ICDR Regulations. For details of the member of the Promoter Group,
see “Our Promoters and Promoter Group- Promoter Group” on page 334.
41. Ghanshyam Sarda, a member of The allegation is denied. In accordance with SEBI ICDR Regulations, no investor can make an application in the Offer in the form of cash. For further details,
the Promoter Group and see “Offer Procedure” on page 488. Additionally, for details of the Monitoring Agency proposed to be appointed to monitor the utilisation of the Gross
Neetish Sarda, one of our Proceeds, see “Objects of the Offer- Monitoring of utilisation of funds” on page 163.
Promoters have approached
certain persons to accept cash in
relation to the funds proposed to
be raised in the Offer which will
be diverted to their other
businesses.
42. Our Company is planning to The allegation is denied. We have highlighted the risks and uncertainties in relation to investment in the Offer in this section.
inflate its valuation based on the
number of rented spaces.
43. Our Company has failed to The allegation is denied. Any third-party news articles are the responsibility of such third-parties alone and our Company has not been quoted as a source for
deny media reports (as annexed the information published by such third-parties. Our Company has no obligation under any applicable law to provide any clarification or denial vis-à-vis any
to the relevant complaint) that third-party media report which has not been issued by it. Please see “Other Regulatory and Statutory Disclosures- Disclaimer from our Company, our Directors,
SEBI has approved the Offer. the Selling Shareholders and the BRLMs” on page 465.
44. Ghanshyam Sarda, a member of The allegation is denied. Ghanshyam Sarda has no role whatsoever including in the management of our Company. He is not a shareholder or a Promoter of our
the Promoter Group is running Company. He has never been a director or an employee of our Company. Neetish Sarda and Harsh Binani, the individual Promoters and Executive Directors
our Company for all practical of our Company, are involved in the day-to-day management and business affairs of our Company, and they control our Company along with the other
purposes but has Neetish Sarda Promoters of our Company.
and Harsh Binani as fronts and
that NS Niketan LLP and SNS
Further, Neetish Sarda, Saumya Binani and Aryadeep Realestates Private Limited (a company owned and controlled by Neetish Sarda and Saumya Binani) are
Infrarealty LLP, Promoters of
the designated partners of, and control, both NS Niketan LLP and SNS Infrarealty LLP. For details of the shareholding pattern of our Company and details of
our Company are indirectly
major shareholders are disclosed in “Capital Structure- Shareholding pattern of our Company” and “Capital Structure- Other details of shareholding of our
controlled by Ghanshyam Sarda
Company” on pages 138 and 139, respectively.
through multiple layers.
45. There is a clear nexus between The allegation is denied. JM is a SEBI registered merchant banker under the SEBI Merchant Bankers Regulations and has been appointed by our Company
JM and our Company. and the Selling Shareholders to act as one of the BRLMs to the Offer. JM is not associated with our Company, Promoters and the members of our Promoter
Group, in any manner. Further, except for the appointment of JM as a BRLM, there are no transactions of any nature or any kind of nexus, past or present,
between our Company, our Promoters and JM Financial Limited, JM Financial Asset Reconstruction Company Limited or JM Financial Services Limited.
88S.
Allegation Response of our Company*
No.
46. Ghanshyam Sarda, a member of The allegation is denied. Neither Neetish Sarda nor Ghanshyam Sarda, have any personal or other connections with any officials at SEBI or any knowledge of,
the Promoter Group and and/or role in determining the SEBI officer(s) who have been or shall be assigned to review the Offer Documents filed by our Company with SEBI for the
Neetish Sarda, one of our Offer.
Promoters are connected to
various SEBI officials and
intend to influence them to
approve the Offer.
47. The Addendum to the DRHP The allegation is denied. All allegations in the Complaints received prior to the filing of the Addendum to the DRHP were adequately responded to by our
did not adequately address the Company. Further, allegations in the Complaints received post the date of the Addendum to the DRHP and till the date of this Prospectus have also been
allegations made in the adequately responded to by our Company.
Complaints
* Wherever relevant and as applicable, the responses were pursuant to information and confirmations received from our Director(s), Promoter(s), members of the Promoter Group, Group Compan(ies) and the relevant third party.
[Remainder of the page has been intentionally left blank]
89These Complaints have several common allegations, and certain of these allegations are also similar to the
anonymous complaints received by our Company in the past. For details, see “-14. In the past our
Company, certain government agencies, our Statutory Auditors and certain other persons had, received
anonymous complaints about our Company, and one of our Promoters, Neetish Sarda. There is no
assurance that such anonymous complaints will not continue against our Company, which might divert the
time and attention of our management” on page 55. Additionally, one of the complainants, Infrastructure
Watchdog has filed an appeal dated July 8, 2025 against inter alia SEBI, our Company and certain of our
Promoters, namely, NS Niketan LLP, SNS Infrarealty LLP and Neetish Sarda seeking (i) issue of directions
to SEBI to initiate investigation in the affairs of our Company and the other respondents; (ii) restraining
our Company from proceeding with the IPO pending completion of such investigation; and (iii) interim
order maintaining the status quo regarding the Offer. For further details, see “Outstanding Litigation and
Material Developments- Other material proceedings against our Company” on page 446. The company
also received additional queries as ordinarily received in relation to the Offer. We cannot assure you that
other third-parties and anonymous persons will not continue to file similar complaints/ appeals/ queries
with the SEBI, other governmental/regulatory/statutory authorities or other third-parties and such
accordingly, such complaints may adversely affect our reputation and business and may divert the time
and attention of the management of our Company.
34. Our ancillary businesses may not achieve desired growth and yield desired returns.
We provide value-added services to enhance the user experience at our managed workspaces, such as easy
access to daily life and aspirational amenities such as cafeterias, sport zones, Smart Convenience Stores,
gymnasiums, crèches and medical centres. Some of these amenities take care of the daily needs of the
employees of our Clients, and some are aspirational in nature, leading to collaborative workspace and team
building. Some of our service partners include Chaipoint (Mountain Trail Foods Private Limited), Park+
(Parviom Technologies Private Limited), ClearTax (Defmacro Software Private Limited), Nutritap
Technologies Private Limited and CloudKitch Private Limited. Through our service partners, we provide
our Client’s employees access to the aforementioned value-added services and amenities, right at their
workplaces. We have a large base of Clients’ employees, who have disposable income. We typically
receive a percentage of the revenue generated by vendors providing such services through their sales in
our Centres. Further, we also offer fitout-as-a-service, where we provide offer reliable and compliant
design and build solutions at value pricing by leveraging economies of scale. Leveraging vendor
relationships and design expertise, we deliver functional, and aesthetically pleasing office fitouts for
Clients looking for design and build services. The revenue from our ancillary businesses is set out below,
for the Fiscals indicated:
(in ₹ million, unless otherwise stated)
As a percentage As a percentage As a percentage
Revenue from of revenue from of revenue from Fiscal of revenue from
Fiscal 2025 Fiscal 2024
operations operations for operations for 2023 operations for
Fiscal 2025 (%) Fiscal 2024 (%) Fiscal 2023 (%)
Revenue from 12,892.73 93.83 9,970.62 95.93 6,874.59 96.64
lease rentals
Revenue from 488.79 3.56 419.92 4.04 239.33 3.36
ancillary
services*
Revenue from 12.00 0.09 3.10 0.03 - -
software fees
Revenue from 347.04 2.53 - - - -
design and
fitout service
Total 13,740.56 100.00 10,393.64 100.00 7,113.92 100.00
*Revenue from ancillary services also includes revenue from meeting rooms, one time setup costs parking charges, internet fees,
electricity charges, etc.
While the revenues generated from such business is not currently significant, we expect the share of
revenue generated from such business to increase in the future. Thus, our revenue from value-added
services is inherently linked to the sales and business of the vendors and service providers which may face
risk inherent to their business such as Client preferences, brand reputation, decrease in discretionary
spending capabilities of our Clients’ employees etc. Similarly, while we have invested in the fitout-as-a-
service business, our Clients may not prefer to avail such service or we may not be able to deliver such
service as per the expectations of the Clients, which may lead to failure in us achieving desired growth and
90returns.
35. Our inability to protect or use our intellectual property rights may adversely affect our business.
The name and logo “ ” of our Company and Subsidiaries are registered under the Trademarks
Act, 1999. As of the date of this Prospectus, we have (i) obtained 75 registered trademarks; and (ii) made
applications for nine trademarks, of which one trademark application has been opposed, under the
Trademarks Act, 1999 in relation to various brands names/ logos of our Company. For details, see “Our
Business – Description of Our Business and Operations – Intellectual Property” and “Government and
Other Approvals” on pages 284 and 456. We believe that our trademarks have significant brand value and
recognition in their respective areas, therefore, our trademarks are important to our business and operations.
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 complaints in relation to intellectual property rights
infringement or adverse publicity. 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. As on the date of this Prospectus, our Company
has also obtained registrations for eight technology applications under the Copyright Act, 1957. Further,
as on the date of this Prospectus, we have obtained registrations for two labels and have made an
application for one label under class/description of artistic works under the Copyright Act, 1957. We cannot
assure you that copyrights will be granted in respect of such applications.
The application of laws governing intellectual property rights in India is uncertain, evolving and could
involve substantial risks to us. Failure to register or renew the registration of any of our registered intellectual
properties may affect our right to use such intellectual properties in future or allow others to use our solutions
and designs as available in the public domain, without our consent. Further, if we are unable to register our
intellectual properties for any reason, including our inability to remove objections to any application, or if
any of our unregistered intellectual property are registered in favour of or used by a third party in India or
abroad, we may not be able to claim registered ownership of such intellectual property, and as a result, we
may not be able to seek remedies for infringement/breach of those intellectual property by third parties,
which would cause damage to our business prospects, reputation and goodwill in India and abroad. For
instance, as of the date of this Prospectus, one trademark application in relation to our brand have been
objected/opposed. We cannot assure you that there will not be similar instances where our applications for
trademarks may be opposed, which may have a material adverse effect to our business.
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 there are no ongoing disputes with respect to the
intellectual property owned by our Company, 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. 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, we may be required to obtain a license, modify our existing technology or cease the use of
such technology and design, or use a new non-infringing technology. Such licenses or design modifications
can be costly. Further, necessary licenses may not be available to us on satisfactory terms, or at all. 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.
36. 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 in
terms of the lease agreements entered into by our Company with Landlords as well as under central, state
and local government rules in India, generally for carrying out our business and for each of our Centres
including, without limitation, trade licenses, shops and establishment licenses, employee state insurance
registration, employees provident fund registration, registration for professional tax, registration under the
91Contract Labour (Regulation and Abolition) Act, 1970, license to operate lifts, and diesel generator
permission. For details of material approvals relating to our business and operations, see “Government and
Other Approvals” on page 456. Further, in terms of certain lease agreements entered into with our
Landlords, the obligation to maintain certain approvals and licenses, including the occupation certificates,
fire NoCs, generally rests with the respective Landlords for our Centres 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.
While we believe that there have been no instances wherein our Landlords failed to obtain the requisite
approvals and licenses, in case of any such event, our Company may only be indemnified, if at all, in
accordance with the 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. While we have obtained a number of
approvals required for our operations, including properties that are leased by us, certain approvals for which
we have submitted applications are currently pending. We are also in the process of applying for the renewal
of certain approvals that have expired and may continue to do so as part of the usual course of business. 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 on pending approvals, see
“Government and Other Approvals- Material Approvals that have expired and for which renewal
applications have been made” on page 457.
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 and managed Centres, we
require the co-operation and assistance of the Landlords of such buildings/ properties 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 Centres to render cooperation and undertake the necessary actions to obtain and renew
such approvals, may adversely impact the operations at these Centres.
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 unfavourable
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 instance, in
the past, our Company stored unmasked Aadhaar data in default of the Aadhaar (Targeted Delivery of
Financial and Other Subsidies, Benefits and Services) Act, 2016. Such non-compliances may lead to
imposition of financial penalties as well as initiation of investigations and regulatory proceedings by the
concerned statutory authorities which in turn may have a material adverse impact on our business, financial
condition and cash flows.
In addition, we are required to make relevant statutory filings and pay statutory dues in a timely manner.
For further details, see “- 45. There have been certain instances of delays in payment of statutory dues by
our Company. Any further delays in payment of statutory dues may attract financial penalties from the
respective government authorities and in turn may have a material adverse impact on our financial
position and cash flows.” on page 97. There can be no assurance that no action will be taken by statutory
and/or regulatory authorities in relation to failure to submit regulatory filings and pay statutory dues in a
timely manner and in compliance with applicable laws.
37. We are subject to government regulation in the jurisdictions in which we operate. Any non-compliance
by our Landlords or us with, or changes in, regulations applicable to us or Landlords may adversely
affect our business, results of operations, cash flows and financial condition.
92We are subject to a range of laws and regulations in the jurisdictions in which we operate, which impose
controls on our operations. For further details of the laws and regulations governing our business, see “Key
Regulations and Policies in India” on page 285. Our Landlords are also subject to similar laws and
regulations in respect of their ownership of the buildings/ properties within which we operate and manage
our Centres, 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. While there have been no disruptions of our
operations or shutdowns of our Centres on account of our or our Landlord’s failure to comply with
applicable laws in the previous three Fiscals, any failure by us or our Landlords to comply with applicable
laws may result in disruption of our operations and shutdown of our Centres.
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, 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.
38. Any inability to expand our business into new regions and markets in India or the sub-optimal
performance of our new Centres could adversely affect our business, prospects, results of operations,
financial condition and cash flows.
As part of our growth strategy, we continue to evaluate opportunities to expand our network of Centres
across regions in India. For further details in relation to our branch network, see “Our Business- Our Scale”
on page 251. In addition, a portion of the Net Proceeds will be utilised towards capital expenditure for fit-
outs in the new Centres and for security deposits of the new Centres. For further details, see “Objects of
the Offer - Capital expenditure for fit-outs in the New Centres and for security deposits of the New Centres”
on page 155. 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 workspace providers and large, national
or international companies but also with regional and local companies and traditional Landlords, who may
be more familiar with local regulations, business practices and customs, and may have stronger
relationships with target Clients.
As we plan to expand our geographic footprint, and open new Centres, 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 services 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.
To address these challenges, we may have to make significant investments in information technology,
personnel and infrastructure that may not yield desired results or incur costs that we may not be able to
recover. Our inability to expand our current operations or the sub-optimal performance of our new Centres
may adversely affect our business, financial condition, results of operations and cash flows.
39. The flexible workspace segment in which our Company operates, faces certain threats and challenges
which are inherent to the segment. If we are unable to mitigate the risks posed by such threats and
challenges, our business, cash flows, results of operation, financial performance and prospects for
future growth could be adversely impacted.
93The flexible workspace segment in which our Company operates faces certain threats and challenges which
are inherent to the segment. According to the CBRE Report, the flexible workspace industry has witnessed
considerable growth over the past few years. However, despite the consistent growth, there are inherent
risk factors associated with this segment:
• Market Saturation Risk: As more players enter the flexible workspace market, the risk of market
saturation increases. This can lead to heightened competition, downward pressure on pricing, and
challenges in attracting and retaining clients, potentially reducing profitability for operators.
• Economic Uncertainty: General economic conditions have the ability to impact the demand for
office and flexible workspaces. A downturn in economic conditions could impact on demand for
flexible workspace. Events like COVID-19 may force companies to impose work-from-home
protocols and reduce their usage of office spaces which may directly impact the revenues and
occupancies for flexible workspaces. Current international trade tariff uncertainties may threaten
global economic conditions and have more impact in certain economies.
• Client Churn Risk: Since most of the clients/end users sign up for flexible workspace solutions
for the short-medium term, operators have to pre-empt client churn/exits and identify new
customers that shall acquire the churned/vacated space. During economic downturns or during a
market slowdown, it may become difficult for flexible workspace operators to retain existing
short-term customers and find new replacement customers for the vacated space. This may lead
to risks associated with vacancy including strained cashflows for the facility.
• Supply Limitation: In times of high demand for office spaces by both end users and flexible
workspace operators, it may get difficult for the operators to be able to acquire quality supply and
scale at pace due to supply crunch. This could impact or delay the flexible workspace operators’
expansion plans.
• Operational Risk: As an operator relies on a number of factors to drive a facility’s revenue and
profitability, variations across critical metrics such as market rentals for office space, cost of
utilities and operations and the cost of fit-outs may have the potential to significantly impact the
overall pricing dynamics and profitability. These variations or fluctuations may have an impact
on the overall cost, timelines and stabilization period of the facility and can impact key operational
metrics for a facility such as the payback period and operational revenues.
• Asset Liability Mismatch: Coworking operators usually sign up long-term leases with landlords
to provide short – medium-term flexible office solutions to some of their end-user clients. A high
concentration of such short-term commitments in the operator’s client mix creates risks associated
with asset-liability mismatch. Such risks can be mitigated to some extent by having a larger
proportion of an operator’s portfolio offered to enterprise grade customers on a medium to long-
term basis.
• Rent Variations: Flexible workspace operators like any other space lessee, may face the risk of
an upward movement in the building lease rental post the expiry of their original lease tenure.
This is more likely to happen in markets/buildings facing high demand for commercial office
space with limited supply. In case the operator wants to continue in the same space for another
term post the expiry of the original tenure in a high-demand market, the operator may face the
demand for a higher rent from the landlord which may make it unviable for the operator to
continue in the same space. This risk may impact business continuity planning for any lessee. To
mitigate this risk, the operators can try to incorporate renewal/extension terms in the primary lease
agreement with the landlord, if possible.
• Concentration Risk: In some cases, it has been observed that operators may offer their entire
facility to a single or small number of end-user clients. This is usually observed in cases of
demand-led managed office transactions. This can lead to concentration risk where if the solo or
any major customer leaves or defaults, it may significantly impact operator cashflows for that
facility. This risk can be mitigated or circumvented to some extent by offering a facility to
multiple clients where a single client or a few clients may not have the ability to impact the
facility’s revenue, profits and cashflows consequentially.
94For further details of such threats and challenges, see “Industry Overview -Potential Threats and
Challenges associated with the Flexible Workspace Sector” on page 236. For further details of
concentration risk, see “-A certain portion of our Rental Revenues is derived from a limited number of
Clients including Enterprise Clients and multi-city Clients. If any of the top five, top 10 and top 20 Clients
prematurely terminate their agreements with us or do not renew their agreements or if we fail to retain
such Clients, our business, results of operations, cash flows and financial condition may be adversely
affected.” on page 66. For details of the measures taken by our Company to mitigate asset liability
mismatch, concentration risk and cyclical/Client churn risks see “Our Business- Our Strengths - 6. Our
risk mitigating strategy allows us to build a financially stable business model” on page 271. For further
details of risks of economic uncertainty, see “-10. Our growth may be negatively impacted by
macroeconomic factors, such as level of economic activity in the regions and cities in which we operate,
interest rate fluctuations and emergence of alternative destinations. Additionally, a significant portion of
our Rental Revenue can be attributed to Clients in the information technology industry. Any adverse
change in the aforementioned macroeconomic factors or any adverse impact on the information
technology industry may impact our business, results of operations and financial condition.” on page 52.
For further details of operational risks, see “-1. During Fiscal 2025 we derived 75.19% of our Rental
Revenue from our Centres located in Pune, Bengaluru, Hyderabad and Mumbai. Any adverse
developments affecting such locations and Centres could have an adverse effect on our business, results
of operations and financial condition” and “-29. We are exposed to risks associated with the development
and fit-out process of the spaces we occupy. If any of these risk materialise it may affect adversely our
business and financial condition.” on pages 39 and 72.
If we are unable to mitigate the risks associated with these threats and challenges effectively, our business,
cash flows, results of operation, financial performance and prospects for future growth could be adversely
impacted.
40. Our operations could be adversely affected by strikes, work stoppages or increased wage demands by
our employees or any other kind of disputes with our employees.
As of March 31, 2025, we have 794 permanent employees across our operations. Additionally, we engage
certain personnel on a contractual basis in relation to security and/or housekeeping functions in our Centres
through third party agencies. For further details, see “Our Business – Description of Our Business and
Operations – Employees” on page 283. Further, while none of our employees are unionized, we cannot
assure you that our employees and the employees we engage on a contract labour basis will not unionize in
the future. Union organizing efforts or collective bargaining negotiations could lead to work stoppage 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 unions, we may face higher employee costs and
increased risks of work stoppages, 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 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.
41. Some of our Directors may not have prior experience as directors of companies listed on recognized
stock exchanges in India.
95Some of our Directors may not have experience as directors of companies listed on recognized stock
exchanges in India. Directors of companies listed on recognized stock exchanges in India typically have a
wide range of responsibilities, including, among others, ensuring compliance with continuing listing
obligations, monitoring and overseeing management, operations, financial condition and trajectory of the
company. We cannot assure you that our Directors will be able to adequately manage our Company after
we become a listed company, due to their lack of prior experience as directors of companies listed on
recognized stock exchanges. Accordingly, we will get limited guidance from them and accordingly, may
fail to maintain and improve the effectiveness of our disclosure controls, procedures and internal control
as required for a listed entity under the applicable law.
42. 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 Centres or otherwise arise out of our operations. In
the event of personal injuries, natural disasters, spread of communicable diseases, acts of terrorism and
other unforeseen events. We could face claims alleging that we were negligent, provided inadequate
supervision or be otherwise liable for the injuries. Accordingly, we have obtained insurance policies in
relation to building and equipment covering losses due to fire, burglary, terrorism, earthquake, machinery
breakdown and allied perils. In addition, we have also obtained directors’ and officers’ liability insurance
and group accident and health insurance for our employees. The following table sets forth details of our
insurance coverage on our assets as of March 31, 2025, March 31, 2024 and March 31, 2023:
(in ₹ million, unless specified otherwise)
As of
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Amount of tangible fixed assets* 12,734.72 10,271.70 8,711.62
Amount of insurance obtained on tangible fixed 13,275.57 13,523.09 11,318.21
assets
Insurance coverage on tangible fixed assets (%) 104.25 131.65 129.92
* Tangible fixed assets value reported at written down value. Tangible fixed assets refer to sum of property, plant and equipment and
capital work-in-progress as per the 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 an uninsured loss or a loss that
significantly exceeds 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 –
Description of Our Business and Operations – Insurance” on page 284.
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.
While in the past we have not incurred any material uninsured loss or raised a material claim, 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. While our insurance policies are currently valid, we may not be able to renew certain of our
insurance policies upon their expiration, either on commercially acceptable terms or at all.
9643. Our debt-equity ratio (no. of times) was 2.90, 6.87 and 8.84 for the Fiscals 2025, 2024, and 2023,
respectively. A high debt-equity ratio adversely affects our ability to obtain loans from lenders, which
may impact our ability to maintain our current growth and adversely affect our business, results of
operations and financial condition.
Our debt-equity ratio is set out below for the Fiscals indicated:
(no. of times)
As at and for the Fiscals ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Debt-equity ratio (no. of times) 2.90 6.87 8.84
A high debt-equity ratio increases the risk of a credit default by our Company and could magnify the impact
of any increase in the cost of borrowings. A high debt-equity ratio adversely affects our ability to obtain
loans from lenders at acceptable commercial terms or at all which in turn may impact our ability to maintain
our current growth and adversely affect our business, results of operations and financial condition.
44. We have certain contingent liabilities, which, if they materialise, may adversely affect our results of
operations, financial condition and cash flows.
We have created provisions for certain contingent liabilities in our financial statements. As of March 31,
2025, March 31, 2024, and March 31, 2023, our contingent liabilities were as follows:
(in ₹ million)
As of March As of March As of March
Particulars
31, 2025 31, 2023 31, 2023
Claims against the Company not acknowledged as debt
-Income tax matters (net of paid under protest) 1.99 1.45 1.45
-Indirect tax matters - 6.80 -
Letter of credit and guarantees excluding financial guarantees 12.89 15.89 17.89
Total 14.88 24.14 19.34
There can be no assurance that we will not have similar or increased levels of contingent liabilities in the
current Fiscal. Our future contingent liabilities may crystallise and become actual liabilities. If any of our
future contingent liabilities become actual liabilities, our business, financial condition, cash flows and
results of operations may be adversely affected. For details regarding our contingent liabilities, please see
“Restated Consolidated Financial Information – Note 32 – Contingent Liabilities and Commitments” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations – Contingent
Liabilities and Commitments” on pages 381 and 431, respectively.
45. There have been certain instances of delays in payment of statutory dues by our Company. Any delays
in payment of statutory dues may attract financial penalties from the respective government authorities
and in turn may have a material adverse impact on our financial position and cash flows.
The below table sets forth the details of statutory dues paid during the Fiscals indicated:
(₹ in million)
For Fiscals
Particulars
2025 2024 2023
Paid statutory dues
Goods and service tax 2,476.64 1,895.42 1,341.26
Tax deducted at source 889.88 742.31 500.09
Provident fund 41.82 31.43 18.56
Professional tax 1.01 0.99 0.90
Employee state insurance 0.21 0.26 0.32
Labour welfare fund 0.23 0.17 0.03
Total 3,409.79 2,670.58 1,861.16
The below table sets forth the details of outstanding statutory dues as of the respective dates mentioned:
97(₹ in million, unless stated otherwise)
As at As at As at
Particulars March 31, March 31, March 31,
2025 2024 2023
Outstanding statutory dues 87.14 69.50 67.81
Number of employees in respect of which statutory dues has been paid 826 651 564
In addition, there have been certain delays in payment of provident fund dues and delays in filing of the
GST returns in the past by our Company primarily on account of delay in registration, technical glitches,
administrative challenges and errors, delay in linking of universal account number with Aadhaar, delay in
closure of financial statements and due to adverse impact on normal operation of our Company during
COVID-19. We have regularised such delays in payment of provident fund dues and/or filing of GST
returns by paying additional fees to statutory authorities, wherever applicable and have also established
internal procedures which has consequently resulted in reduction of number of instances of delays in recent
years. Whilst we have established internal procedures to ensure that such incidents do not occur in the
future, there can be no assurance that such delays will not occur in the future.
Our Statutory Auditors have made these observations in their CARO Reports on our audited financial
statements for the Fiscals 2024 and 2023:
For Fiscal year 2024
“Undisputed statutory dues, including Goods and Service tax, Provident Fund, Employees State Insurance,
Income-tax, cess and other material statutory dues applicable to the Company have generally been
regularly deposited by it with the appropriate authorities though there has been a delay in respect of
remittance of Labour Welfare Fund and Provident Fund. Considering the nature of the operation of the
Company, Sales Tax, duty of Custom, duty of Excise, Value Added Tax, are not applicable to the Company.
There were no undisputed amounts payable in respect of Goods and Service tax, Provident Fund,
Employees State Insurance, Income-tax, Duty of custom, cess and other material statutory dues in arrears
as at March 31, 2024 for a period of more than six months from the date they became payable.”
For Fiscal year 2023
“Undisputed statutory dues, including Goods and Service tax, Provident Fund, Employees’ State
Insurance, Income-tax, Sales Tax, duty of Custom, duty of Excise, Value Added Tax, cess and other
material statutory dues applicable to the Company have generally been regularly deposited by it with the
appropriate authorities though there has been a delay in respect of remittance of Goods and Service tax,
Provident Fund and Income Tax.
There were no undisputed amounts payable in respect of Goods and Service tax, Provident Fund,
Employees’ State Insurance, Income-tax, Duty of custom, cess and other material statutory dues in arrears
as at March 31, 2023 for a period of more than six months from the date they became payable.”
Such delays have happened due to technical issues, administrative errors amongst others. We cannot assure
you that we will be able to pay our statutory dues in a timely manner, or at all, in the future. Further,
although no penalties have been levied in the past by any of the relevant statutory authorities, any further
delay in payment of statutory dues which may arise in the future could lead to imposition of financial
penalties from the relevant statutory authorities which in turn may have a material adverse impact on our
business, financial condition and cash flows.
46. We may be held responsible for paying the wages of the contract labourers we engage, 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. We engaged 3,177, 2,101 and 2,050
contract labourers through such independent contractors as on March 31, 2025 March 31, 2024 and March
31, 2023 respectively. 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.
98Any requirement to fund their wage requirements 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.
47. 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
our 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. Any accidents at our
Centres may result in personal injury or loss of life, substantial damage to or destruction of property and
equipment resulting in the suspension of operations. While there have been no such accidents resulting in
personal injury, loss of life, damage or destruction of property or shut down of our Centres and in the
previous three Fiscal, 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. The occurrence of events such
as accidents or any criminal activity at any of our Centres 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 Centres may also have an adverse effect on our
reputation and may also adversely affect operations of our other Centres.
48. We have commissioned an industry report from CBRE, which has been used for industry related data
in this Prospectus and such information is subject to inherent risks.
We have commissioned and paid for a report titled “Flexible Workspaces Segment in India” dated June 20,
2025 which is exclusively prepared for the purposes of the Offer and issued by CBRE and is commissioned
and paid for by our Company, which has been used for industry related data that has been disclosed in this
Prospectus. The CBRE Report uses certain methodologies for market forecasting. Accordingly, investors
should read the industry related disclosures in this 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. As such, a blanket, generic use of the
derived results or the methodology is not encouraged. Further, the CBRE Report is not a recommendation to
invest / disinvest in any company covered in the CBRE Report. Accordingly, prospective investors should
not base their investment decision solely on the information in the CBRE Report.
While our Company, our Promoters, our Directors and the Book Running Lead Managers are not related to
CBRE, we have entered into an agreement for services with CBRE dated April 12, 2024. In terms of the
said agreement CBRE provides certain services to our Company including sharing potential Client
opportunities, presenting and describing our Company’s portfolio/offerings to potential Clients and
supporting our business teams and legal counsel in due diligence, negotiation and execution of agreements
with Clients. CBRE is entitled to receive a fee upon execution of a definitive agreement with such Clients.
For details of the brokerage paid to CBRE in the previous three Fiscals, see “-15. A certain portion of our
new Clients originate from our arrangements with property consultants and brokers. In the event that these
property consultants and brokers continues to gain market share compared to our direct booking channels
or our competitors are able to negotiate more favourable terms with these brokers, our business, cash
flows and results of operations may be adversely affected.” on page 63.
The commissioned CBRE 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 change based on various factors. We cannot assure you that these assumptions are correct
and will not change and, accordingly, our position in the market may differ, favourably or unfavourably, from
that presented in this Prospectus.
99In view of the foregoing, you may not be able to seek legal recourse for any losses resulting from undertaking
any investment in the Offer pursuant to reliance on the information in this Prospectus based on, or derived
from, the CBRE Report. You should consult your own advisors and undertake an independent assessment of
information in this Prospectus based on, or derived from, the CBRE Report before making any investment
decision regarding the Offer. For the disclaimers associated with the CBRE Report, see “Certain
Conventions, Use of Financial Information and Market Data and Currency of Presentation - Industry and
Market Data” on page 19.
49. Our Registered Office and Corporate Office are situated in our Centres in New Delhi and Gurugram
on leased premises and our inability to renew such lease agreements may adversely affect our business,
results of operations and financial condition.
Our Registered Office and Corporate Office are situated in our Centres in New Delhi (Vardhaman Trade
Centre) with SBA of 9,675 square feet and Gurugram (Golf View Corporate Tower B) with SBA of 0.14
million square feet, respectively. The lease agreements with the Landlords of these Centres are expiring on
January 31, 2031 and June 1, 2028, respectively. In the event that the existing leases are terminated or they
are 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 Landlords or adverse development relating to the Landlords’ title
or ownership rights to such properties, including as a result of any non-compliance by the Landlords, may
entail disruptions to our operations, especially if we are forced to vacate leased space following any such
developments. In addition, the lease agreements are required to be duly registered and adequately stamped
under Indian law and if our lease agreements 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 along with the requisite stamp duty prescribed under applicable Indian law
being paid.
50. Our Promoters will continue to retain significant shareholding in our Company after the Offer, which
will allow them to exercise influence over us.
As on the date of this Prospectus, our Promoters hold 67,234,013 Equity Shares equivalent to 65.15% of
the issued, subscribed and paid-up Equity Share capital of our Company on a fully diluted basis. After the
completion of the Offer, our Promoters are expected to hold 58.21% of the paid-up Equity Share capital of
our Company. As the majority shareholders, 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 dividends, 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. Further, the Promoters’ shareholding may limit the ability of a third party to
acquire control. The interests of our Promoters could conflict with our Company’s interests, your 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 favour.
51. The determination of the Price Band is based on various factors and assumptions and the Offer Price of
the Equity Shares may not be indicative of the market price of the Equity Shares upon listing on the Stock
Exchanges. Further, the current market price of some securities listed pursuant to initial public offerings
which were managed by the Book Running Lead Managers in the past, is below their respective issue
prices.
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 Managers. Furthermore,
the Offer Price of the Equity Shares has been determined by our Company, in consultation with the Book
Running Lead Managers through the Book Building Process. These were based on numerous factors,
including those described under “Basis for the Offer Price” on page 165, 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
100may be influenced by many factors outside of our control. For further details, see “– 66. Our Equity Shares
have never been publicly traded, and after the Offer, the Equity Shares may experience price and volume
fluctuations, and an active trading market for the Equity Shares may not develop. Further, the Offer Price
may not be indicative of the market price of the Equity Shares after the Offer.” on page 107. Further, the
current market price of securities listed pursuant to certain previous initial public offerings managed by
the Book Running Lead Managers is below their respective issue prices. For further details, see “Other
Regulatory and Statutory Disclosures – Price information of past issues handled by the BRLMs” on page
469.
52. We will not receive any proceeds from the Offer for Sale portion.
The Offer includes an offer for sale of 3,379,740 Equity Shares aggregating to ₹ 1,375.55 million by the
Selling Shareholders. The proceeds from the Offer for Sale will be paid to the Selling Shareholders and
we will not receive any such proceeds. The proceeds from the Offer for Sale will be transferred to each of
the Selling Shareholders, in proportion to its respective portion of the Offered Shares transferred by each
of them in the Offer for Sale (after deducting applicable Offer-related expenses and taxes) and will not
result in any creation of value for us or in respect of your investment in our Company.
53. The average cost of acquisition of Equity Shares of our Promoters and the Selling Shareholders may be
lower than the Offer Price.
The average cost of acquisition of Equity Shares of our Promoters and the Selling Shareholders in our
Company may be lower than the Offer Price. The details of the average cost of acquisition of Equity Shares
held by our Promoters and Selling Shareholders, respectively, as on the date of this Prospectus is set out
below:
Name of the Promoter/ Selling Number of Equity Shares Average cost of acquisition per Equity
Shareholder held of Face Value ₹ 10 Share (in ₹ )*
Promoters
NS Niketan LLP# 42,804,998 16.14
SNS Infrarealty LLP# 24,422,567 13.72
Neetish Sarda 3,277 9.23
Saumya Binani 3,171 9.08
Selling Shareholders
Space Solutions India Pte. Ltd. 19,610,398 107.25
(formerly Lisbrine Pte Limited)#**
*As certified by, Ray & Ray, Chartered Accountants (firm registration number: 301072E), pursuant to their certificate dated July 14,
2025.
#Also, a Selling Shareholder.
** 19,610,398 Equity Shares of face value of ₹ 10 each held by Space Solutions India Pte. Ltd. (formerly Lisbrine Pte Limited)
resulted from the conversion of 19,610,398 CCPS in a 1:1 ratio. The consideration for such Equity Shares (issued pursuant to
conversion of Cumulative Convertible Preference Shares) was paid at the time of issuance of such Cumulative Convertible Preference
Shares pursuant to preferential allotments dated October 23, 2019, March 30, 2024 and April 18, 2024. For details of the
consideration paid at the time of issue and allotment of the Cumulative Convertible Preference Shares, see “Capital Structure - 3.
Preference share capital history of our Company” on page 136.
Note: Harsh Binani and Aryadeep Realestates Private Limited, who are also Promoters of our Company do not hold any Equity
Shares in our Company.
For more details regarding weighted average cost of acquisition of Equity Shares by our Selling Shareholders
in our Company, see “Summary of the Offer Document - Average cost of acquisition of specified securities
by our Promoters and the Selling Shareholders” on page 36.
54. Our Company has issued Equity Shares during the preceding one year at a price that may be below the
Offer Price. Further, the Offer Price may be higher than the price at which Equity Shares were transferred
by an existing Shareholder in the Secondary Sale (as defined below).
In the preceding one year from the date of this Prospectus, our Company has issued Equity Shares at a price
that may be lower than the Offer Price. The details of the price at which Equity Shares have been issued by
our Company in the preceding one year is set forth below:
101Form of
Date of allotment Names of allottees along with the number of Number of Equity Face value per Issue price per Equity
Nature of allotment considerati
of Equity Shares Equity Shares allotted to each allottee Shares of ₹ 10 each Equity Share (₹ ) Share (₹ )
on
August 3, 2024 # Conversion of Deutsche Bank A.G. 850,000 10.00 260.00 Cash
8,50,000 warrants to
Equity Shares
December 31, Allotment pursuant Space Solutions India Pte Ltd. (formerly 19,610,398 10.00 No. of Issue Cash@
2024 to conversion of Lisbrine Pte Limited) Equity price per
19,610,398 Shares Equity
Cumulative Share
Convertible (paid at
Preference Shares the time
of
allotment
of CCPS)
(₹) @
18,379,915 96.42
1,219,776 269.00
10,707 269.00
The Equity Shares allotted pursuant to this allotment are under contractual lock-in for a period of 12 months from the date of allotment, as a commercial understanding to limit the number of shareholders of
our Company.
@The consideration for such Equity Shares (issued pursuant to conversion of Cumulative Convertible Preference Shares) was paid at the time of issuance of such Cumulative Convertible Preference Shares
pursuant to preferential allotments dated October 23, 2019, March 30, 2024 and April 18, 2024. The average cost of acquisition of the Cumulative Convertible Preference Shares allotted to Space Solutions
India Pte. Ltd. (formerly Lisbrine Pte Limited) was ₹ 107.25. For details of the consideration paid at the time of issue and allotment of the Cumulative Convertible Preference Shares, see “Capital Structure - 3.
Preference share capital history of our Company” on page 136.
102The price at which such Equity Shares were issued is not indicative of the price at which the Equity Shares
will be issued or traded after listing. For details on such allotments, see “Capital Structure- Notes to the
capital structure” on page 130.
SNS Infrarealty LLP transferred 1,685,588 Equity Shares in aggregate to various transferees at ₹ 450.00
per Equity Share on September 20, 2024 and September 21, 2024 (“Secondary Sale”). The Offer Price
may exceed the price at which the Equity Shares were transferred in the Secondary Sale, on account of the
growing industry in which our Company operates, our business growth and expansion plans, and our
financial performance.
55. Our business and profitability depends on the performance of the commercial real estate market in
India. Any fluctuations in the commercial real estate market may have an adverse effect on our business,
results of operations and financial condition.
The condition of the commercial real estate sector in India, particularly market prices for developable land
and the availability of entire/large properties for leasing, has and will continue to have a significant impact
on our revenues and results of operations. Real estate markets are cyclical in nature, and a recession,
slowdown or downturn in the real estate market, increase in property taxes, changes in development
regulations and zoning laws, availability of financing for real estate sector, among others, may lead to a
decline in demand for managed workspaces, which may adversely affect our business, results of operations
and financial condition.
56. We cannot assure payment of dividends on the Equity Shares in the future.
Our Company adopted a formal dividend policy on July 31, 2024. Our Company has not declared dividends
on the Equity Shares during the current Fiscal Year and the last three Fiscal Years.
Our ability to pay dividends in the future will depend upon on factors that our Board deems relevant,
including among others, profits of our Company, past dividend pattern, operating cash flow of our
Company, present and future capital requirements of our existing business, cost of borrowings of our
Company, debt obligations of our Company, liquidity and return ratios, provisioning for financial
implications arising out of unforeseen events and/ or contingencies, investments in new line(s) of business,
additional investment in subsidiaries, joint ventures and associates, corporate actions including mergers/
demergers, acquisitions, expansion/ modernisation of existing businesses/ brands, funds required to service
any outstanding loans, upgradation of investment in technology and physical infrastructure and
expenditure on research and development of existing and new product and any other relevant factors. 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 337.
57. We have presented certain supplemental information of our performance and liquidity which is not
prepared under or required under Ind AS.
This Prospectus includes our certain measures such as Net Asset Value per Equity Share, EBITDA, Adjusted
EBITDA, Capital Employed, Return on Capital Employed, Total Borrowings, Net Debt, Net Worth and
Rental Revenue, among others (the “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 –
Reconciliation of the Non-GAAP Measures” on page 396.
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
103addition, 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.
58. 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 as at and for the financial years ended March 31, 2023, March 31, 2024 and March 31, 2025,
prepared in accordance with Ind AS, and all restated in accordance with requirements of Section 26 of Part I
of Chapter III of the 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 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 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 Prospectus should accordingly be limited.
59. 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 f 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 include 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.
104External Risk Factors
60. 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, pandemics 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. A number of countries in Asia, including India, as well as countries in other parts of the
world, are susceptible to contagious diseases and, for example, have had confirmed cases of diseases such
as the highly pathogenic H7N9, H5N1, and H1N1 strains of influenza in birds and swine and more recently,
the SARS-CoV-2 virus and the monkeypox virus. While the COVID-19 pandemic may not have had a
material adverse impact on our business and results of operations, we cannot assure that the outbreak of a
similar global pandemic such as the spread of the HMPV virus, would not adversely affect the global
economy and economic activity in the region and in turn impact our business, cash flows and results of
operations.
61. Political, economic or other factors that are beyond our control may have an adverse effect on our
business, cash flows and results of operations.
The Indian economy and capital markets are influenced by economic, political and market conditions in India
and globally including adverse geopolitical conditions. As a result, we are dependent on domestic, regional
and global economic and market conditions. Our performance, growth, result of operations 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 and adverse changes in geopolitical situations;
• 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;
• a decline in India’s foreign exchange reserves which may affect liquidity in the Indian economy;
• macroeconomic factors and central bank regulation, including in relation to interest rates movements
which may in turn adversely impact our access to capital and increase our borrowing costs;
• high rates of inflation in India could increase our costs without proportionately increasing our
revenues, and as such decrease our operating margins; and
• other significant regulatory or economic developments in or affecting India or the office space
industry.
105Consequently, any future slowdown or perceived slowdown in the Indian economy, or in specific sectors of
the Indian economy could harm our business, results of operations, financial condition, cash flows and the
price of the Equity Shares. 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 particular and high rates of inflation in India could increase our costs without proportionately
increasing our revenues, and as such decrease our operating margins. Our performance and the growth of our
business depends on the overall performance of the Indian economy as well as the economies of the regional
markets in which we operate. We are dependent on the various policies, initiatives and schemes proposed or
implemented in India, however, there can be no assurance that such policies, initiatives and schemes will
yield the desired results or benefits which we anticipate and rely upon for our growth.
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. Additionally, while the ongoing conflict between Israel-Iran has not had a
material impact on our business operations, the short term and long term implications of this conflict are
hard to predict.
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 or the Israel-
Iran conflict as these 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.
62. 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 Government of India amended the Competition Act vide the Competition (Amendment) Act, 2023.
106This amendment introduced deal value thresholds for assessing whether a merger or acquisition qualifies
as a “combination”, expedited merger review timelines, codified the lowest standard of “control” and
enhanced penalties for providing false information or a failure to provide material information. These
amendments may result in additional costs for compliance, which in turn may adversely affect our business,
results of operations, cash flows and prospects.
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.
63. Changing laws, rules and regulations and legal uncertainties, including adverse application of tax laws,
may adversely affect our business, prospects and results of operations.
The regulatory and policy environment in which we operate is evolving and subject to change.
Unfavourable 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
announced the Union Budget for the Financial Year 2026 (“Budget”) and the Finance Bill, 2025
(“Finance Bill”), which has proposed certain amendments to taxation laws in India has received the assent
of President on March 29, 2025. There is no certainty on the impact of the Finance Bill and the Budget on
tax laws or other regulations and whether such changes will occur and, if so, the ultimate impact on our
business. Investors are advised to consult their own tax advisors and to carefully consider the potential tax
consequences of owning, investing or trading in our Equity Shares. For further discussion on capital gains
tax, see “- 67. Investors may be subject to Indian taxes arising out of income arising from distribution of
dividend and sale of the Equity Shares” on page 108.
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. Unfavourable 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.
64. 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
107can 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 513.
65. Rights of shareholders under Indian laws may be more limited than under the laws of other jurisdictions.
Our Articles of Association, composition of our Board, Indian laws governing our corporate affairs, the
validity of corporate procedures, directors’ fiduciary duties, responsibilities and liabilities, and
shareholders’ rights may differ from those that would apply to a company in another jurisdiction.
Shareholders’ rights under Indian law may not be as extensive and widespread as shareholders’ rights
under the laws of other countries or jurisdictions. Investors may face more challenges in asserting their
rights as shareholders in an Indian company than as shareholders of an entity in another jurisdiction.
66. Our Equity Shares have never been publicly traded, and after the Offer, the Equity Shares may experience
price and volume fluctuations, and an active trading market for the Equity Shares may not develop. Further,
the Offer Price may not be indicative of the market price of the Equity Shares after the Offer.
Prior to the Offer, 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 Offer. 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 Offer 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
the Offer Price” beginning on page 165 and may not be indicative of the market price for the Equity Shares
after the Offer.
In addition to the above, the current market price of securities listed pursuant to certain previous initial public
offerings managed by the Book Running Lead Managers is below their respective issue price. For further
details, see “Other Regulatory and Statutory Disclosures – Price information of past issues handled by the
BRLMs” on page 469. 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 Offer,
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 Offer Price.
67. Investors may be subject to Indian taxes arising out of income arising from distribution of dividend and sale
of the Equity Shares.
Under current Indian tax laws, unless specifically exempted, capital gains arising from the sale of equity
shares in an Indian company is generally taxable in India. Investors may be subject to payment of long-term
108or short-term capital gains tax in India, in addition to payment of Securities Transaction Tax (“STT”), on the
sale of any Equity Shares held for more or less than 12 months immediately preceding the date of transfer.
While non-residents may claim tax treaty benefits in relation to such capital gains income, generally, Indian
tax treaties do not limit India’s right to impose a tax on capital gains arising from the sale of shares of an
Indian company. In terms of the Finance Act, 2018, with effect from April 1, 2018, taxes payable by an
assessee on the capital gains arising from transfer of long-term capital assets (introduced as Section 112A of
the Income-Tax Act, 1961) shall be calculated on such long-term capital gains at the rate of 10%, where the
long-term capital gains exceed ₹ 125,000, subject to certain exceptions in case of resident individuals and
Hindu Undivided Families. Further, the Government of India has also introduced the Income-tax Bill 2025
(“IT Bill”) before the parliament on February 13, 2025 which shall replace the current Income-tax Act, 1961
with effect from 1 April 2026. The IT Bill shall be enacted once it receives the presidential assent post which
it will become the Income-tax Act, 2025 (“IT Act 2025”) and once enacted the IT Act 2025 may modify the
thresholds and tax rates mentioned above and/or amend the exemptions mentioned above or clarify in a
manner adverse to Shareholders, which could adversely affect the taxability of the Shareholders.
Under the Finance Act 2020, any dividends paid by an Indian company will be subject to tax in the hands of
the shareholders at applicable rates. Such taxes will be withheld by the Indian company paying dividends.
The Company may or may not grant the benefit of a tax treaty (where applicable) to a non-resident
shareholder for the purposes of deducting tax at source pursuant to any corporate action including dividends.
Investors are advised to consult their own tax advisors and to carefully consider the potential tax consequences
of owning Equity Shares. Unfavourable 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.
68. 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/Offer 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
can revise their Bids during the Bid/Offer Period and withdraw their Bids until Bid/Offer 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 Offer 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 Offer or cause the trading price of the Equity Shares
to decline on listing.
69. 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 waived 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.
70. 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
109(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.
71. 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.
72. Investors will not be able to sell immediately on an Indian stock exchange any of the Equity Shares they
purchase in the Offer.
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 Offer 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 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 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 “Offer Procedure” on page 491.
110SECTION IV – INTRODUCTION
THE OFFER
The following table summarises the Offer details:
Offer of Equity Shares (1)(2) 14,322,614*^ Equity Shares of face value of ₹ 10 each,
aggregating to ₹ 5,825.55^ million
The Offer consists of:
Fresh Issue (1) 10,942,874*^ Equity Shares of face value of ₹ 10 each,
aggregating to ₹ 4,450.00^ million
Offer for Sale(2) 3,379,740* Equity Shares of face value of ₹ 10 each,
aggregating to ₹ 1,375.55 million
Which includes:
Employee Reservation Portion(3)(6) 101,351*^ Equity Shares of face value of ₹ 10 each,
aggregating to ₹ 37.50^ million
Net Offer 14,221,263*^ Equity Shares of face value of ₹ 10 each,
aggregating to ₹ 5,788.05*^ million
The Net Offer comprises of:
A) QIB Portion(4)(5) 7,110,630* Equity Shares of face value of ₹ 10 each,
aggregating to ₹ 2,894.03 million
of which:
Anchor Investor Portion 4,266,378* Equity Shares of face value of ₹ 10 each
Net QIB Portion (assuming the Anchor Investor Portion is 2,844,252* Equity Shares of face value of ₹ 10 each
fully subscribed)
of which:
(a) Available for allocation to Mutual Funds only (5% of 142,213* Equity Shares of face value of ₹ 10 each
the Net QIB Portion)
(b) Balance of the Net QIB Portion for all QIBs, including 2,844,252 Equity Shares of face value of ₹ 10 each
Mutual Funds
B) Non-Institutional Portion(6)(7) 2,133,190* Equity Shares of face value of ₹ 10 each,
aggregating to ₹ 868.21 million
of which:
(a) One-third of the Non-Institutional Portion available for 711,063* Equity Shares of face value of ₹ 10 each
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 for 1,422,127* Equity Shares of face value of ₹ 10 each
allocation to Bidders with an application size of more
than ₹ 1.00 million
C) Retail Portion(6) 4,977,443* Equity Shares of face value of ₹ 10 each,
aggregating to ₹ 2,025.82 million
Pre-Offer and post-Offer Equity Shares
Equity Shares outstanding prior to the Offer (as on the date of 103,189,592 Equity Shares of face value of ₹ 10 each
this Prospectus)
Equity Shares outstanding after the Offer 114,132,466 Equity Shares of face value of ₹ 10 each
Use of Net Proceeds See “Objects of the Offer” on page 150 for information
about the use of proceeds from the Fresh Issue. Our
Company will not receive any proceeds from the Offer for
Sale.
* Subject to finalisation of Basis of Allotment
^A discount of ₹37 per Equity Share was offered to Eligible Employees Bidding in the Employee Reservation Portion
(1) The Offer has been authorised by a resolution of our Board dated July 31, 2024 and the Fresh Issue has been authorised by a special
resolution of our Shareholders dated August 3, 2024. Further, our Board has taken on record the consents of the Promoter Selling
Shareholders and the consent of the Investor Selling Shareholder, in its meetings held on February 17, 2025 and January 23, 2025,
respectively.
(2) The Equity Shares being offered by each of the Selling Shareholders have been held for a period of at least one year immediately preceding
the date of the Draft Red Herring Prospectus and where such Equity Shares have resulted from conversion of the CCPSs, such CCPSs
have been held for a period of at least one year prior to the filing of the Draft Red Herring Prospectus and are eligible for being offered
111for sale pursuant to the Offer in terms of Regulation 8 of the SEBI ICDR Regulations. The Selling Shareholders have authorised their
respective participation in the Offer for Sale as set out below:
Name of the Selling Aggregate amount of Offer Date of resolution, if Date of consent
Offered Shares
Shareholder for Sale (in ₹ million) applicable letter
NS Niketan LLP 490,000^ Equity Shares of face 199.43 NA February 17,
value of ₹ 10 each 2025
SNS Infrarealty LLP 310,000^ Equity Shares of face 126.17 NA February 17,
value of ₹ 10 each 2025
Space Solutions India 2,579,740^ Equity Shares of 1,049.95 August 8, 2024 January 23,
Pte. Ltd. (formerly face value of ₹ 10 each 2025
Lisbrine Pte Limited)
^ Subject to finalisation of the Basis of Allotment
(3) The Employee Reservation Portion has not exceeded 5% of our post-Offer equity share capital. The initial Allotment to an Eligible
Employee in the Employee Reservation Portion has not exceeded ₹ 0.20 million (net of Employee Discount). In the event of under-
subscription in the Employee Reservation Portion (if any), the unsubscribed portion will be available for allocation and Allotment,
proportionately to all Eligible Employees who have Bid in excess of ₹ 0.20 million (net of Employee Discount), subject to the maximum
value of Allotment made to such Eligible Employee not exceeding ₹ 0.50 million (net of Employee Discount). The unsubscribed portion,
if any, in the Employee Reservation Portion (after such allocation up to ₹ 0.50 million (net of Employee Discount ), shall be added to the
Net Offer. Further, an Eligible Employee Bidding in the Employee Reservation Portion can also Bid under the Net Offer and such Bids
will not be treated as multiple bids subject to applicable limits. Our Company in consultation with the BRLMs, offered a discount on the
Offer Price (equivalent to ₹37 per Equity Share) to Eligible Employees bidding in the Employee Reservation Portion which was
announced at least two Working Days prior to the Bid/Offer Opening Date. For further details, see “Offer Structure” on page 486.
(4) Our Company, in consultation with the Book Running Lead Managers, allocated 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 was reserved for domestic Mutual Funds only, subject to valid
Bids having been 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. 5% of
the Net QIB Portion were made available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net
QIB Portion were made available for allocation on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid
Bids having been received at or above the Offer 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 in proportion to their Bids. For details, see “Offer Procedure” on page 491.
(5) In the event of under-subscription in the Offer, after receiving minimum subscription for 90% of the Fresh Issue and complying with Rule
19(2)(b) of the SCRR, if there remains any balance valid Bids in the Offer, the Allotment for the balance valid Bids shall be allocated in
the manner specified in the section ‘Terms of the Offer’ on page 479.
(6) Allocation to Bidders in all categories, except Anchor Investors, if any, Non-Institutional Bidders and Retail Individual Bidders, shall be
made on a proportionate basis subject to valid Bids received at or above the Offer Price. The allocation to each Retail Individual Bidder
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 Bidder 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 allocated on a proportionate basis. Allocation to Anchor Investors shall be on a discretionary basis. For details,
see “Offer Procedure” on page 491.
(7) The Equity Shares available for allocation to Non-Institutional Bidders under the Non-Institutional Portion, was subject to the following:
(i) one-third of the portion available to Non-Institutional Bidders was reserved for Investors with an application size of more than ₹ 0.20
million and up to ₹ 1.00 million, and (ii) two-third of the portion available to Non-Institutional Bidders was reserved for Investors with
application size of more than ₹ 1.00 million, provided that the unsubscribed portion in either of the aforementioned subcategories was
allocated to Investors in the other sub-category of Non-Institutional Bidders. The allotment to each Non-Institutional Bidders was not be
less than the minimum application size (i.e. ₹ 0.20 million), , and the remaining Equity Shares was allotted on a proportionate basis.
For further details, see “Terms of the Offer”, “Offer Structure” and “Offer Procedure” on pages 476, 486 and 491,
respectively.
112SUMMARY FINANCIAL INFORMATION
The following tables set forth the summary financial information derived from our Restated Consolidated
Financial Information.
The summary financial information presented below should be read in conjunction with the sections titled
“Financial Information” and “Management’s Discussion and Analysis of Financial Position and Results of
Operations” on pages 338 and 400, respectively.
[The remainder of this page has intentionally been left blank]
113RESTATED CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES
(in ₹ million)
As at March 31, As at March 31, As at March 31,
Particulars
2025 2024 2023
ASSETS
1. Non-current assets
(a) Property, plant and equipment 11,379.92 9,638.61 8,292.88
(b) Right-of-use assets 26,281.86 24,402.60 28,947.10
(c) Capital work-in-progress 1,354.80 633.09 418.74
(d) Intangible assets 141.88 75.56 4.36
(e) Intangible assets under development 32.83 85.55 102.63
(f) Financial assets
(i) Investments 109.63 112.78 -
(ii) Other financial assets 2,290.14 1,560.99 1,492.93
(g) Deferred tax assets (net) 1,335.99 1,172.11 995.95
(h) Income tax assets (net) 127.06 406.23 218.24
(i) Other non-current assets 901.86 731.73 652.83
Total non-current assets 43,955.97 38,819.25 41,125.66
2. Current assets
(a) Financial assets
(i) Trade receivables 255.31 140.92 143.18
(ii) Cash and cash equivalents 496.71 387.60 1,182.43
(iii) Other bank balances 192.59 136.16 840.99
(iv) Other financial assets 424.09 664.24 254.33
(b) Other current assets 1,183.87 1,322.67 1,176.77
2,552.57 2,651.59 3,597.70
(c) Assets classified as held for sale - - 11.67
Total current assets 2,552.57 2,651.59 3,609.37
Total (1+2) 46,508.54 41,470.84 44,735.03
EQUITY AND LIABILIT IES
3. Equity
(a) Equity share capital 1,031.90 790.13 776.91
(b) Other equity 46.91 (290.06) (462.25)
Total equity 1,078.81 500.07 314.66
Liabilities
4. Non-current liabilities
(a) Financial liabilities
(i) Lease liabilities 28,027.65 26,295.10 31,400.62
(ii) Borrowings 2,160.26 2,397.48 2,998.29
(iii) Other financial liabilities 2,570.30 2,308.80 1,886.50
(b) Provisions 71.20 52.60 45.04
(c) Other non-current liabilities 434.10 366.76 272.88
Total non-current liabilities 33,263.51 31,420.74 36,603.33
5. Current liabilities
(a) Financial liabilities
(i) Lease liabilities 5,368.38 3,787.28 2,575.60
(ii) Borrowings 1,817.44 1,876.02 2,155.60
(iii)Trade payables
- total outstanding dues of micro enterprises and 116.56 20.95 359.39
small enterprises
- total outstanding dues of creditors other than micro 1,042.24 1,177.17 583.09
enterprises and small enterprises
(iv) Other financial liabilities 3,340.52 2,249.72 1,801.98
114As at March 31, As at March 31, As at March 31,
Particulars
2025 2024 2023
(b) Provisions 15.73 9.60 6.18
(c) Current tax liabilities (net) 0.96 - -
(d) Other current liabilities 464.39 429.29 335.20
Total current liabilities 12,166.22 9,550.03 7,817.04
Total (3+4+5) 46,508.54 41,470.84 44,735.03
115RESTATED CONSOLIDATED STATEMENT OF PROFIT AND LOSS
(in ₹ million)
For the year For the year For the year
Particulars ended March ended ended
31, 2025 March 31, 2024 March 31, 2023
INCOME
1. Revenue from operations 13,740.56 10,393.64 7,113.92
2. Other income 356.13 737.46 326.78
3 . Total income (1+2) 14,096.69 11,131.10 7,440.70
EXPENSES
(a) Operating expenses 4,160.34 3,029.41 2,200.24
(b) Employee benefits expense 653.69 496.08 408.37
(c) Finance costs 3,363.38 3,283.18 2,366.56
(d) Depreciation and amortisation expenses 6,359.98 4,727.20 3,562.46
(e) Other expenses 353.89 271.45 265.33
4 . Total expenses 14,891.28 11,807.32 8,802.96
5 . Restated loss before tax (3-4) (794.59) (676.22) (1,362.26)
Tax expense/ (credit)
(a) Current tax 0.96 - -
(b) Deferred tax (163.76) (176.65) (351.80)
6 . Total tax credit (162.80) (176.65) (351.80)
7 . Restated loss for the year (5-6) (631.79) (499.57) (1,010.46)
8. Other comprehensive income / (loss)
Items to be reclassified to profit or loss
- Net gain due to foreign currency translation differences 3.68 - -
Items that will not be reclassified to profit or loss
- Re-measurement of the defined benefit plans (0.47) 1.73 0.35
- Tax related to above item 0.12 (0.49) (0.09)
- -
Restated total other comprehensive income /(loss) (net of 3.33 1.24 0.26
t ax)
9 . Restated total comprehensive loss for the year (7+8) (628.46) (498.33) (1,010.20)
Restated loss per share (face value of Rs. 10 each)
Basic (6.18) (5.18) (10.57)
Diluted (6.18) (5.18) (10.57)
116RESTATED CONSOLIDATED STATEMENT OF CASH FLOWS
(in ₹ million)
For the year For the year For the year
Particulars ended March 31, ended ended
2025 March 31, 2024 March 31, 2023
Cash flows from operating activities:
Restated loss before tax (794.59) (676.22) (1,362.26)
Adjustments for:
- Depreciation and amortization expenses 6,359.98 4,727.20 3,562.46
- Finance cost 3,363.38 3,283.18 2,365.09
- Revenue equalization reserve (71.08) (100.36) (228.77)
- Interest income (309.45) (361.74) (212.15)
- Liability/provision no longer required written back - (14.32) (36.34)
- Gain on lease termination/ reassessment - (310.86) (68.89)
- Gain on fair valuation of investment in mutual fund (7.21) (4.28) -
- Gain on sale of mutual fund units (7.15)
- Capital work-in-progress/property, plant & equipments 25.94 52.22 62.63
written off
- (Profit)/loss on sale of property, plant & equipment (1.02) 0.49 (1.42)
- Share based payment expenses 39.32 - -
- Others 36.58 21.42 15.08
O perating cash flow before working capital changes 8634.70 6,616.73 4,095.43
Changes in working capital
- Trade receivables (113.29) (5.47) (48.94)
- Trade payables (39.07) 204.90 589.70
- Provisions (3.04) (5.34) -
- Other financial and non-financial liabilities 1,051.09 1,131.29 1,538.64
- Other financial and non-financial assets (549.40) (321.19) (829.04)
C ash generated from operating activities before tax 8,980.99 7,620.92 5,345.79
I ncome tax refund / paid (net) 304.17 (187.92) (27.47)
N et cash generated from operating activities (A) 9,285.16 7,433.00 5,318.32
Cash flow from investing activities
- Purchase of property plant and equipments, intangible (2,910.44) (2,663.42) (3,246.16)
assets and capital work-in-progress (net of capital
advances)
- Sale of property plant and equipments (including sale and 1.43 31.84 282.61
lease-back)
- Investment in mutual funds units (1,615.01) (108.50) -
- Proceeds from sale of mutual fund units 1,648.93 - -
- Investment in equity shares of other companies (16.40) - -
- Proceeds from/ (investment in) bank deposits not 98.34 739.66 (157.53)
considered as cash and cash equivalents (net)
- Interest received 32.33 78.83 54.78
N et cash used in investing activities (B) (2,760.72) (1,921.59) (3,066.30)
Cash flow from financing activities
- Proceeds from long term borrowings 1,158.71 1,575.20 3,718.98
- Repayment of long term borrowings (1,465.12) (1,868.45) (1,145.01)
- Proceeds / (repayment) from short term borrowings(net) 45.09 (71.25) (267.03)
- Proceeds/ from issue of equity shares and share warrants 1,165.50 355.62 183.96
- Proceeds from issue of cumulative convertible preference 2.88 328.12 -
shares
- Interest paid on borrowings (416.98) (537.48) (281.91)
- Interest paid on lease liabilities (2,790.51) (2,498.10) (1,970.39)
-Expenses incurred for issue of equity shares (0.49)
- Other borrowing cost paid (16.32) (17.23) (38.42)
- Payment of principal portion of lease liabilities(including (4,059.83) (3,038.23) (1,905.99)
initial direct cost for acquiring right-of-use assets)
117For the year For the year For the year
Particulars ended March 31, ended ended
2025 March 31, 2024 March 31, 2023
N et cash used in financing activities (C) (6,377.07) (5,771.80) (1,705.81)
Net increase / (decrease) in cash and cash equivalents 147.32 (260.39) 546.21
(A+B+C)
Cash and cash equivalents at the beginning of the year (36.75) 223.64 (322.57)
Effect of exchange fluctuation on the cash and cash - - -
equivalents
Cash and cash equivalents at the end of the year 110.57 (36.75) 223.64
118GENERAL INFORMATION
Registered Office of our Company
Smartworks Coworking Spaces Limited
Unit No. 305-310
Plot No 9, 10 and 11, Vardhman Trade Centre
Nehru Place, South Delhi
Delhi – 110 019, India
Corporate Office of our Company
Smartworks Coworking Spaces Limited
Golf View Tower,
Tower – B, Sector 42,
Gurugram – 122 002
Haryana, India
For details of our incorporation and changes to our name and the address of the Registered Office of our Company,
see “History and Certain Corporate Matters – Change in the registered office of our Company” on page 299.
Company registration number and corporate identity number
a. Registration Number: 310656
b. Corporate identity number: U74900DL2015PLC310656
Address of the RoC
Our Company is registered with the RoC, situated at the following address:
Registrar of Companies, Delhi and Haryana at New Delhi
4th Floor, IFCI Tower
61, Nehru Place
New Delhi – 110 019
Delhi, India
Board of Directors of our Company
The following table sets out the brief details of our Board as on the date of this Prospectus:
Name Designation DIN Address
Atul Gautam Chairman and Non- 10641036 C – 203, Narwana Apartment, 89 – I P Extension,
Executive Director Patparganj, Delhi – 110 092, New Delhi, India.
Neetish Sarda Managing Director 07262894 14/1, Judges Court Road, Alipore, Kolkata – 700 027,
West Bengal, India.
Harsh Binani Executive Director 07717396 C/O, 244, Westend Marg, Saidulajab, Kohinoor
Enclave Saidul Azaib, Mehrauli, New Delhi - 110 030,
India.
V K Subburaj Independent Director 02402775 No. 5, Officers Colony, Varatharajapuram, Velacherry,
Chennai – 600 042, Tamil Nadu, India.
Rajeev Rishi Independent Director 03557148 Sidhant Rishi, Oberoi Esquire, Block A, Flat No. 1002,
Off Western Express Highway, Mumbai – 400 063,
Maharashtra, India.
Pushpa Mishra Independent Director 07898390 60/2, Pashupati Bhattacharya Road, Paschim Putiari,
Kolkata – 700 041, West Bengal, India.
Ho Kiam Kheong Non-Executive 08661195 32, Siglap Avenue, Singapore 456 306
(nominee) Director^
^ Nominee of Space Solutions India Pte. Ltd. (formerly Lisbrine Pte Limited)
119For further details of our Board of Directors, see “Our Management - Board of Directors” on page 308.
Company Secretary and Compliance Officer
Punam Dargar is our Company Secretary and Compliance Officer. Her contact details are as set forth below:
Punam Dargar
Victoria Park Building, Plot No. 37/2
Block GN, Salt Lake
Kolkata – 700 091
Telephone: +91 83840 62876
E-mail: companysecretary@sworks.co.in
Investor Grievances
Bidders may contact the Company Secretary and Compliance Officer, the BRLMs or the Registrar to the
Offer in case of any pre-Offer or post-Offer related grievances including non-receipt of letters of Allotment,
non-receipt of Allotment Advice, 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 Offer related queries
and for redressal of complaints, investors may also write to the Book Running Lead Managers.
All Offer-related grievances, other than that of Anchor Investors, may be addressed to the Registrar to the Offer
with a copy to the relevant Designated Intermediary(ies) with whom the Bid cum Application Form was
submitted, giving full details such as name of the sole or First Bidder, Bid cum Application Form number,
Bidder’s DP ID, Client ID, PAN, address of Bidder, number of Equity Shares applied for, ASBA Account number
(for Bidders other than UPI Bidders) in which the amount equivalent to the Bid Amount was blocked or the UPI
ID (for UPI Bidders who make the payment of Bid Amount through the UPI Mechanism), date of submission of
the ASBA Form and the name and address of the relevant Designated Intermediary(ies) where the Bid was
submitted.
Further, the Bidder shall enclose a copy of the Acknowledgment Slip or provide the acknowledgement number
received from the Designated Intermediary(ies) in addition to the documents or information mentioned
hereinabove. All grievances relating to Bids submitted through Registered Brokers may be addressed to the Stock
Exchanges with a copy to the Registrar to the Offer. The Registrar to the Offer shall obtain the required
information from the SCSBs for addressing any clarifications or grievances of ASBA Bidders.
All Offer-related grievances of the Anchor Investors may be addressed to the Registrar to the Offer, giving full
details such as the name of the sole or First Bidder, Anchor Investor Application Form number, Bidders’ DP ID,
Client ID, PAN, date of the Anchor Investor Application Form, address of the Bidder, number of the Equity
Shares applied for Bid Amount paid on submission of the Anchor Investor Application Form and the name and
address of the Book Running Lead Managers where the Anchor Investor Application Form was submitted by the
Anchor Investor.
Book Running Lead Managers
JM Financial Limited BOB Capital Markets Limited
7th Floor, Cnergy 1704, B Wing, 17th Floor, Parinee Crescenzo
Appasaheb Marathe Marg Plot No. C –38/39, G Block
Prabhadevi, Mumbai - 400 025 Bandra Kurla Complex, Bandra (East)
Maharashtra, India Mumbai - 400 051, Maharashtra, India
Telephone: +91 22 6630 3030/3632 Telephone: +91 22 6138 9353
E-mail: smartworks.ipo@jmfl.com E-mail: smartworks.ipo@bobcaps.in
Investor grievance e-mail: grievance.ibd@jmfl.com Website: www.bobcaps.in
Website: www.jmfl.com Investor Grievance ID:
Contact person: Prachee Dhuri investorgrievance@bobcaps.in
SEBI registration no.: INM000010361 Contact Person: Nivedika Chavan
SEBI Registration Number: INM000009926
IIFL Capital Services Limited (formerly known as Kotak Mahindra Capital Company Limited
IIFL Securities Limited) 1st Floor, 27 BKC, Plot No. C-27
12024th Floor, One Lodha Place ‘G’ Block, Bandra Kurla Complex
Senapati Bapat Marg, Lower Parel (West) Bandra (East), Mumbai - 400 051
Mumbai - 400 013 Maharashtra, India
Maharashtra, India Telephone: +91 22 4336 0000
Telephone: +91 22 4646 4728 Email: smartworks.ipo@kotak.com
E-mail: smartworks.ipo@iiflcap.com Website: https://investmentbank.kotak.com
Investor grievance e-mail: ig.ib@iiflcap.com Investor grievance E-mail:
Website: www.iiflcap.com kmccredressal@kotak.com
Contact person: Pawan Jain / Yogesh Malpani Contact person: Ganesh Rane
SEBI registration no.: INM000010940 SEBI registration no.: INM000008704
Statement of inter-se allocation of responsibilities among the Book Running Lead Managers
The following table sets forth the inter-se allocation of responsibilities and coordination for various activities
among the Book Running Lead Managers in relation to the Offer:
Sr. No. Activity Responsibility Coordination
1. Capital structuring with the relative components and formalities such as JM, BOBCAPS, JM
composition of debt and equity, type of instruments, positioning strategy and IIFL, Kotak
due diligence of the Company including its operations/management/
business plans/legal etc. Drafting, design and finalizing of the draft red
herring prospectus, the red herring prospectus and this prospectus and
statutory / newspaper advertisements including a memorandum containing
salient features of the prospectus. The BRLMs shall ensure compliance with
SEBI ICDR Regulations and stipulated requirements and completion of
prescribed formalities with the stock exchanges, RoC and SEBI and RoC
filings and follow up and coordination till final approval from all regulatory
authorities.
2. Drafting and approval of statutory advertisements JM, BOBCAPS, JM
IIFL, Kotak
3. Drafting and approval of all publicity material other than statutory JM, BOBCAPS, BOBCAPS
advertisement as mentioned above including corporate advertising, IIFL, Kotak
brochure, application forms, abridged prospectus, other stationery materials
and filing of media compliance report.
4. Appointment of intermediaries – Bankers to the Offer, Registrar to the Offer, JM, BOBCAPS, JM
advertising agency, printers including co-ordination for agreements. IIFL, Kotak
5. Preparation of road show marketing presentation and frequently asked JM, BOBCAPS, Kotak
questions IIFL, Kotak
6. International Institutional marketing of the Offer, which will cover, inter JM, BOBCAPS, Kotak
alia: IIFL, Kotak
• Institutional marketing strategy;
• Finalizing the list and division of international investors for one-to-one
meetings; and
• Finalizing international road show and investor meeting schedule
7. Domestic Institutional marketing of the Offer, which will cover, inter alia: JM, BOBCAPS, IIFL
• Institutional marketing strategy; IIFL, Kotak
• Finalizing the list and division of domestic investors for one-to-one
meetings; and
• Finalizing domestic road show and investor meeting schedule
8. Retail marketing of the Offer, which will cover, inter alia: JM, BOBCAPS, JM
• Finalising media, marketing, public relations strategy and publicity IIFL, Kotak
budget including list of frequently asked questions at retail road shows
• Finalising collection centres
• Finalising centres for holding conferences for brokers etc.
• Follow-up on distribution of publicity and issue material including
form, RHP, this Prospectus and deciding on the quantum of the issue
material
9. Non-Institutional marketing of the Offer, which will cover, inter alia: JM, BOBCAPS, IIFL
• Finalising media, marketing and public relations strategy; and IIFL, Kotak
• Formulating strategies for marketing to Non - Institutional Investors.
121Sr. No. Activity Responsibility Coordination
10. Managing the book and finalization of pricing in consultation with the JM, BOBCAPS, JM
Company IIFL, Kotak
11. Coordination with Stock Exchanges for anchor intimation, book building JM, BOBCAPS, IIFL
software, bidding terminals and mock trading. IIFL, Kotak
12. Post bidding activities including management of escrow accounts, JM, BOBCAPS, Kotak
coordinate non-institutional allocation, coordination with registrar, SCSBs IIFL, Kotak
and Bank to the Offer, intimation of allocation and dispatch of refund to
bidders, etc.
Post-Offer activities, which shall involve essential follow-up steps including
allocation to Anchor Investors, follow-up with Bankers to the Offer and
SCSBs to get quick estimates of collection and advising the issuer about the
closure of the Offer, based on correct figures, finalisation of the basis of
allotment or weeding out of multiple applications, , listing of instruments,
dispatch of certificates or demat credit and refunds and coordination with
various agencies connected with the post-issue activity such as registrar to
the Offer, Bankers to the Offer, SCSBs including responsibility for
underwriting arrangements, as applicable.
Payment of the applicable securities transaction tax (“STT”) on sale of
unlisted equity shares by the Selling Shareholder under the Offer for Sale to
the Government
Co-ordination with SEBI and Stock Exchanges and Submission of all post
Offer reports including the Initial and final Post Offer report to SEBI.
Legal counsel to our Company as to Indian law
Khaitan & Co
10th, 13th & 14th Floors, Tower 1C
One World Centre
841, Senapati Bapat Marg
Mumbai – 400 013
Maharashtra, India
Telephone: +91 22 6636 5000
Registrar to the Company
CB Management Services (P) Limited
Rasoi Court, 5th Floor
20 Sir R N Mukherjee Road
Kolkata - 700001
Telephone: +91 33 6906 6200
E-mail: rta@cbmsl.com
Investor grievance E-mail: rta@cbmsl.com
Website: www.cbmsl.com
Contact Person: Ranu Dey Talukdar
SEBI Registration No.: INR000004440
URL of SEBI website:
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=10
The Registrar to the Company is appointed for managing day-to-day activities including maintaining register of
shareholders, undertaking corporate actions, transfer and transmission of securities, entering into tripartite
agreements with the depositories, dematerialisation and re-materialisation of securities.
Registrar to the Offer
MUFG Intime India Private Limited
(Formerly Link Intime India Private Limited)
C-101, 1st Floor, 247 Park,
122L.B.S. Marg, Vikhroli (West),
Mumbai - 400 083
Maharashtra, India
Telephone: +91 8108114949
E-mail: smartwork.ipo@in.mpms.mufg.com
Investor grievance E-mail: smartwork.ipo@in.mpms.mufg.com
Website: www.in.mpms.mufg.com
Contact Person: Shanti Gopalkrishnan
SEBI Registration No.: INR000004058
URL of SEBI website: www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=10
Pursuant to the Registrar Agreement entered into between our Company and the Registrar to the Offer, the
Registrar to the Offer is acting as a registrar only in respect of the Offer and is specifically responsible for inter
alia managing the Offer-related activities, such as processing of Bids, processing of refunds, instruction for
unblocking of ASBA accounts and assisting in post-Offer activities and addressing investor grievances in relation
to the Offer.
Bankers to the Offer
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
Maharashtra, India
Telephone: 022 6941 0636
E-mail: cmsipo@kotak.com
Website: www.kotak.com
Contact Person: Siddhesh Shirodkar
Public Offer Account Bank and Sponsor Bank
HDFC Bank Limited
FIG-OPS Department – Lodha
I Think Techno Campus, O-3 Level
Next to Kanjurmarg Railway Station
Kanjurmarg (East), Mumbai – 400 042
Maharashtra, India
Telephone: +91 22 30752929 / 30752928 / 30752914
E-mail: Siddharth.Jadhav@hdfcbank.com,eric.bacha@hdfcbank.com,
vikas.rahate@hdfcbank.com, tushar.gavankar@hdfcbank.com
Website: www.hdfcbank.com
Contact Person: Siddharth Jadhav, Eric Bacha, Vikas Rahate, Tushar Gavankar
Designated Intermediaries
Self-Certified Syndicate Banks
The list of SCSBs notified by SEBI for the ASBA process is available on the SEBI website at
http://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.
A list of the Designated SCSB Branches with which an ASBA Bidder (other than an UPI Bidder), not bidding
through Syndicate/Sub Syndicate or through a Registered Broker, CRTA or CDP could submit the Bid cum
Application Forms, is available at
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.
123SCSBs enabled for UPI Mechanism and eligible mobile applications
In accordance with the SEBI ICDR Master Circular, UPI Bidders may only apply through the SCSBs and mobile
applications using the UPI handles and whose names appear on the website of SEBI, which may be updated from
time to time. A list of SCSBs and mobile applications, which are live for applying in public issues using UPI
mechanism, is provided as ‘Annexure A’ for SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated
July 26, 2019 and specified on the website of 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 or at such other websites as may be prescribed by SEBI from time to time.
Syndicate SCSB Branches
In relation to Bids (other than Bids by Anchor Investors and RIIs) submitted under the ASBA process 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
SEBI at http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=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
Bidders can submit ASBA Forms in the Offer using the stockbroker network of the stock exchange, i.e., through
the Registered Brokers at the Broker Centres. The list of the Registered Brokers eligible to accept ASBA Forms,
including details such as postal address, telephone number and e-mail address, is provided on the websites of the
Stock Exchanges at ww.bseindia.com and www.nseindia.com, as updated from time to time.
Collecting Registrar and Share Transfer Agents
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
www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx? and
www.nseindia.com/products/content/equities/ipos/asba_procedures.htm, respectively, as updated from time to
time.
Collecting Depository Participants
The list of the CDPs eligible to accept ASBA Forms at the Designated CDP Locations, including details such as
their name and contact details, is provided on the websites of the Stock Exchanges at
www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx? and www.nseindia.com/products/content/equities/
ipos/asba_procedures.htm, respectively, as updated from time to time.
Experts
Except as stated below, our Company has not obtained any expert opinions:
Our Company has received written consent dated July 14, 2025 from our Statutory Auditors, Deloitte Haskins &
Sells LLP, Chartered Accountants, to include their name as required under section 26 (1) of the Companies Act,
2013 read with SEBI ICDR Regulations, in this 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 Auditor, and in respect of their (i)
examination report dated June 18, 2025 on the Restated Consolidated Financial Information; and (ii) report dated
June 18, 2025, on the statement of special tax benefits, included in this Prospectus and such consent has not been
withdrawn as on the date of this 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 July 4, 2025 from Ray & Ray, Chartered Accountants, to include
their name as required under section 26 (5) of the Companies Act, read with SEBI ICDR Regulations, in this
Prospectus, and as an “expert” as defined under section 2(38) of the Companies Act to the extent and in their
capacity as our independent chartered accountant and such consent has not been withdrawn as on the date of this
Prospectus.
124Our Company has received written consent dated June 20, 2025 from Singhi & Co., Chartered Accountants, to
include their name as required under section 26 (5) of the Companies Act, read with SEBI ICDR Regulations, in
this Prospectus, and as an “expert” as defined under section 2(38) of the Companies Act to the extent and in their
capacity as an independent chartered accountant in relation to their report dated June 20, 2025 on the statement
of special tax benefits for our Material Subsidiary as included in this Prospectus and such consent has not been
withdrawn as on the date of this Prospectus.
In addition, our Company has received written consent dated August 13, 2024 from Isotect Design Studio,
independent architect, to include their name as required under section 26 (1) of the Companies Act, 2013 read
with SEBI ICDR Regulations, in this 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 architect.
Statutory Auditors to our Company
Deloitte Haskins & Sells LLP, Chartered Accountants
Tower B, 7th Floor, Building 10
DLF Cyber City, DLF Phase 2
Gurugram
Haryana – 122 002
India
E-mail: nilahoti@deloitte.com
Telephone: +91 124 679 2000
Firm registration number: 117366W / W-100018
Peer review number: 017468
Changes in Statutory Auditors
There has been no change in the statutory auditors of our Company in the three years preceding the date of this
Prospectus.
Bankers to our Company
HDFC Bank Limited DBS Bank India Limited
Block B, 4th Floor, Njafgarh Industrial Area 2nd Floor, Building 1OC
Shivaji Marg, Moti Nagar Institutional Banking Group
New Delhi - 110 015 DBS Bank India Limited, DLF Cyber City
Telephone: 70042 73679 Gurgaon -122 002
Email: Sushmita.sharma5@hdfcbank.com Telephone: +91 98111 25029
Website: https://www.hdfcbank.com/ Email: rajatbahree@dbs.com
Contact person: Sushmita Sharma Website: www.dbs.com/in
Contact person: Mr. Rajat Bahree
ICICI Bank Limited Indian Bank
31, Hall Anderson Bldg 254-260, Avvai Shanmugam Salai Royapettah
Chowringhee Road, Kolkata Chennai - 600 014, Tamil Nadu
Telephone: 85840 55286 Telephone: 011-40110511
Email: sani.kumar@icicibank.com Email: mcb.parliamentstreet@indianbank.co.in
Website: https://www.icicibank.com/ Website: www.indianbank.in
Contact person: Sani Kumar Singh Contact person: Jyotsana Daffara
Syndicate Members
JM Financial Services Limited
Ground Floor, 2, 3 and 4
Kamanwala Chambers
Sir PM Road, Fort
Mumbai 400 001
Maharashtra, India
Telephone: +91 22 6136 3400
E-mail: tn.kumar@jmfl.com / sona.verghese@jmfl.com
125Website: www.jmfinancialservices.in
Contact person: T N Kumar / Sona Verghese
SEBI Registration: INZ000195834
Kotak Securities Limited
4th Floor, 12 BKC, G-Block
Bandra Kurla Complex, Bandra (East)
Mumbai 400 051, Maharashtra, India
Telephone: +91 22 6218 5410
E-mail: umesh.gupta@kotak.com
Website: www.kotak.com
Contact person: Umesh Gupta
SEBI Registration: INZ000200137
Grading of the Offer
No credit agency registered with SEBI has been appointed in respect of obtaining grading for the Offer.
Appraising Entity
No appraising entity has been appointed in relation to the Offer.
Monitoring Agency
Our Company shall, in compliance with Regulation 41 of the SEBI ICDR Regulations, appoint a monitoring
agency for monitoring the utilisation of the Gross Proceeds. For further details in relation to the proposed
utilisation of the Gross Proceeds from the Fresh Issue, see “Objects of the Offer – Monitoring of utilisation of
funds” on page 163.
Credit Rating
As this is an Offer of Equity Shares, credit rating is not required.
Debenture Trustee
As this is an Offer of Equity Shares, the appointment of a debenture trustee is not required.
Green Shoe Option
No green shoe option is contemplated under the Offer.
Filing
A copy of the Draft Red Herring Prospectus was filed electronically on the SEBI intermediary portal at
https://siportal.sebi.gov.in, in accordance with Regulation 25(8) of the SEBI ICDR Regulations and the SEBI
ICDR Master Circular. It was also filed with SEBI at:
Securities and Exchange Board of India
SEBI Bhavan, Plot No. C4 A, ‘G’ Block
Bandra Kurla Complex
Bandra (E), Mumbai 400 051
Maharashtra, India
A copy of the Red Herring Prospectus, along with the material contracts and documents required to be filed under
Section 32 of the Companies Act had been filed with the RoC and a copy of this Prospectus would be filed with
the RoC under Section 26 of the Companies Act, 2013 at its office at New Delhi and through the electronic portal
at http://www.mca.gov.in/mcafoportal/loginvalidateuser.do.
126Book Building Process
Book building, in the context of the Offer, refers to the process of collection of Bids from Bidders on the basis of
this Prospectus and the Bid cum Application Forms and the Revision Forms within the Price Band. The Employee
Discount, Price Band and the minimum Bid Lot which were decided by our Company, in consultation with the
Book Running Lead Managers and will be advertised in all editions of The Financial Express (a widely circulated
English national daily newspaper) and all editions of Jansatta (a widely circulated Hindi national daily newspaper,
Hindi also being the regional language of New Delhi where our Registered Office is located), at least two Working
Days prior to the Bid/Offer Opening Date and were made available to the Stock Exchanges for the purposes of
uploading on their respective websites. The Offer Price shall be determined by our Company, in consultation with
the Book Running Lead Managers after the Bid/Offer Closing Date. For details, see “Offer Procedure” on page
491.
All Bidders (other than Anchor Investors) could only participate in this Offer mandatorily through the ASBA
process by providing the details of their respective ASBA Account in which the corresponding Bid Amount was
blocked by the SCSBs. In addition to this, UPI Bidders participated through the ASBA process by either (a)
providing the details of their respective ASBA Account in which the corresponding Bid Amount will be blocked
by the SCSBs; or (b) through the UPI Mechanism. Pursuant to the SEBI ICDR Master Circular, all individual
Bidders in initial public offerings whose application sizes are up to ₹ 0.50 million shall use the UPI Mechanism
and shall also provide their UPI ID in the Bid cum Application Form submitted with Syndicate Members,
Registered Brokers, Collecting Depository Participants and Registrar and Share Transfer Agents. Anchor
Investors were not permitted to participate in the Offer through the ASBA process.
In accordance with the SEBI ICDR Regulations, QIBs and Non-Institutional Bidders were not permitted to
withdraw or lower the size of their Bids (in terms of the quantity of the Equity Shares or the Bid Amount) at any
stage. RIBs (subject to the Bid Amount being up to ₹ 0.20 million) bidding in the Offer can revise their Bids
during the Bid/ Offer Period and withdraw their Bids until the Bid/ Offer Closing Date. Further, Anchor Investors
were not permitted to withdraw their Bids after the Anchor Investor Bidding Date. Allocation to QIBs (other than
Anchor Investors) was on a proportionate basis while allocation to Anchor Investors was on a discretionary basis.
The allocation to each Non-Institutional Bidder was not 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,
was allocated on a proportionate basis.
The Book Building Process under the SEBI ICDR Regulations and the Bidding Process are subject to
change from time to time and the Bidders were advised to make their own judgment about investment
through the aforesaid processes prior to submitting a Bid in the Offer.
Bidders should note that the Offer is also subject to (i) filing of the Prospectus by our Company with the
RoC; and (ii) our Company obtaining final listing and trading approvals from the Stock Exchanges, which
our Company shall apply for, after Allotment.
Each Bidder, by submitting a Bid in the Offer, has deemed to have acknowledged the above restrictions and the
terms of the Offer.
For further details, see “Terms of the Offer” and “Offer Procedure” on pages 479 and 491, respectively.
Underwriting Agreement
After the determination of the Offer Price and allocation of Equity Shares, our Company and the Selling
Shareholders have entered into an Underwriting Agreement with the Underwriters for the Equity Shares offered
through the Offer. Pursuant to the terms of the Underwriting Agreement, the obligations of the Underwriters will
be several and will be subject to certain conditions to closing, as specified therein.
The Underwriting Agreement is dated July 14, 2025. The Underwriters have indicated their intention to underwrite
the following number of Equity Shares:
Name, address, telephone number and e-mail Indicative number of Equity Amount underwritten (in
address of the Underwriters Shares underwritten ₹ million)
Name: JM Financial Limited
Address: 7th Floor, Cnergy, Appasaheb Marathe
Marg, Prabhadevi, Mumbai – 400 025, Maharashtra, 3,580,554 1,456.35
127Name, address, telephone number and e-mail Indicative number of Equity Amount underwritten (in
address of the Underwriters Shares underwritten ₹ million)
India
Telephone No.: +91 22 6630 3030/3632
E-mail: smartworks.ipo@jmfl.com
Name: BOB Capital Markets Limited
Address: 1704, B Wing, 17th Floor, Parinee
Crescenzo, Plot no. C-38/39, G-Block, Bandra Kurla
Complex, Bandra (East), Mumbai – 400 051,
Maharashtra, India
Telephone No.: +91 22 6138 9353
E-mail: smartworks.ipo@bobcaps.in 3,580,653 1,456.39
Name: IIFL Capital Services Limited (formerly
known as IIFL Securities Limited)
Address: 24th Floor, One Lodha Place, Senapati
Bapat Marg, Lower Parel (West), Mumbai – 400 013,
Maharashtra, India
Telephone No.: +91 22 4646 4728
E-mail: smartworks.ipo@iiflcap.com 3,580,653 1,456.39
Name: Kotak Mahindra Capital Company Limited
Address: 1st floor, 27 BKC, G-Block, Bandra Kurla
Complex, Bandra (East), Mumbai – 400 051,
Maharashtra, India
Telephone No.: +91 22 4336 0000
E-mail: smartworks.ipo@kotak.com 3,580,554 1,456.35
Name: Kotak Securities Limited
Address: 4th Floor, 12 BKC, G-Block Bandra Kurla
Complex, Bandra (East) Mumbai 400 051,
Maharashtra, India
Telephone No.: +91 22 6218 5410
E-mail: umesh.gupta@kotak.com 100 0.04
Name: JM Financial Services Limited
Address: Ground Floor, 2, 3 and 4 Kamanwala
Chambers Sir PM Road, Fort Mumbai 400 001,
Maharashtra, India
Telephone No.: +91 22 6136 3400
E-mail: tn.kumar@jmfl.com /
sona.verghese@jmfl.com 100 0.04
Total 14,322,614 5,825.55
The aforementioned underwriting commitments is indicative and will be finalised after actual allocation in
accordance with provisions of Regulation 40(2) of the SEBI ICDR Regulations.
In the opinion of our Board of Directors, the resources of the aforementioned Underwriters are sufficient to enable
them to discharge their respective underwriting obligations in full. The Underwriters are registered with the SEBI
under Section 12(1) of the SEBI Act or registered as brokers with the Stock Exchange(s). Our Board at its meeting
held on July 14, 2025 has accepted and entered into the Underwriting Agreement mentioned above on behalf of
our Company.
Allocation among the Underwriters may not necessarily be in proportion to their underwriting commitments set
forth in the table above. Notwithstanding the above table, the Underwriters shall be severally responsible for
ensuring payment with respect to Equity Shares allocated to Bidders procured by them.
Subject to the applicable laws and pursuant to the terms of the Underwriting Agreement, the Book Running
Lead Managers will be responsible for bringing in the amount devolved in the event that the Syndicate Members
do not fulfil their underwriting obligations.
128CAPITAL STRUCTURE
The share capital of our Company as on the date of this Prospectus is as set forth below:
(in ₹, except share data or indicated otherwise)
Aggregate Aggregate
value at face value at Offer
value Price *
A AUTHORISED SHARE CAPITAL(1)
120,000,000 Equity Shares of face value ₹ 10 each 1,200,000,000 -
20,000,000 Cumulative Convertible Preference Shares of face value of ₹ 10 each 200,000,000
Total 1,400,000,000 -
B ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL BEFORE THE OFFER
103,189,592 Equity Shares of face value ₹ 10 each 1,031,895,920
C PRESENT OFFER IN TERMS OF THIS PROSPECTUS
Offer of 14,322,614*^ Equity Shares of face value of ₹ 10 each aggregating to ₹ 143,226,140 5,825,553,911
5,825.55*^ million (2)
of which
Fresh Issue of 10,942,874 Equity Shares of face value of ₹ 10 each aggregating to ₹ 109,428,740 4,449,999,731
4,450.00^ million (2)
Offer for Sale of 3,379,740 Equity Shares of face value of ₹ 10 each aggregating to 33,797,400 1,375,554,180
₹ 1,375.55 million (2)(3)
The Offer consists of:
Employee Reservation Portion of 101,351*^ Equity Shares of face value ₹ 10 each 1,013,510 37,499,870
aggregating up to ₹ 37.50 million^
Net Offer of 14,221,263 Equity Shares of face value of ₹ 10 each aggregating to ₹ 142,212,630 5,788,054,041
5,788.05 million
D ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL AFTER THE OFFER
114,132,466 Equity Shares of face value of ₹ 10 each 1,141,324,660 -
E SECURITIES PREMIUM ACCOUNT
Before the Offer 3,991,742,478.75
After the Offer 8,332,313,469.75
* Subject to finalisation of the Basis of Allotment.
(1) For details in relation to the changes in the authorised share capital of our Company in the last 10 years, see “History and Certain
Corporate Matters – Amendments to the Memorandum of Association in the last 10 years” on page 299.
(2) The Offer has been authorised by a resolution of our Board dated July 31, 2024 and the Fresh Issue has been authorised by our
Shareholders’ pursuant to a special resolution passed on August 3, 2024.
(3) The Selling Shareholders have, severally and not jointly, authorised the Offer for Sale and confirmed that their respective portion of the
Offered Shares are eligible for the Offer for Sale in accordance with Regulation 8 of the SEBI ICDR Regulations. Further, our Board has
taken on record the consents of the Promoter Selling Shareholders and the consent of the Investor Selling Shareholder, in its meetings
held on February 17, 2025 and January 23, 2025, respectively. For further details of authorisations received for the Offer for Sale, see
“Other Regulatory and Statutory Disclosures” on page 462.
^ Our Company in consultation with the BRLMs, offered a discount on the Offer Price (equivalent to ₹37 per Equity Share) to Eligible
Employees bidding in the Employee Reservation Portion which shall be announced at least two Working Days prior to the Bid/Offer
Opening Date. The Employee Reservation Portion has not exceeded 5% of our post-Offer equity share capital. For further details, see
“Offer Structure” on page 486.
[The remainder of this page has intentionally been left blank]
129Changes in the authorised share capital of our Company
For details of the changes to the authorised share capital of our Company in the past ten years, see “History and Certain Corporate Matters- Amendments to the Memorandum
of Association in the last 10 years” on page 299.
Notes to the capital structure
1. Equity share capital history of our Company
The following table sets forth the history of the Equity Share capital of our Company:
Date of Number of Cumulative Face
allotment of Equity number of Cumulative value
Equity Nature of Names of allottees along with the number of Equity Shares of Equity paid up- per Issue price per Form of
Shares of allotment Shares of face value ₹ 10 each allotted to each allottee face value ₹ Shares of Equity Share Equity Equity Share (₹) consideration
face value ₹ 10 each face value ₹ capital (₹) Share
10 each allotted 10 each (₹)
December 17, Initial subscription 2,100 Equity Shares to Neetish Sarda, 2,000 Equity Shares 10,000 10,000 100,000 10.00 10.00 Cash
2015 to the Memorandum to Ghanshyam Sarda, 2,000 Equity Shares to Neeta Sarda,
of Association 2,000 Equity Shares to Saumya Binani* and 1,900 Equity
Shares to Vision Comptech Integrators Limited
March 8, Rights issue 9,995,000 Equity Shares to NS Niketan LLP and 9,995,000 19,990,000 20,000,000 200,000,000 10.00 10.00 Cash
2017 Equity Shares to SNS Infrarealty LLP
July 14, 2017 Rights issue 25,000,000 Equity Shares to NS Niketan LLP and 35,000,000 55,000,000 555,000,000 10.00 10.00 Cash
10,000,000 Equity Shares to SNS Infrarealty LLP
November Rights issue 6,256,250 Equity Shares to NS Niketan LLP and 6,256,250 12,512,500 67,512,500 675,125,000 10.00 10.00 Cash
19, 2017 Equity Shares to SNS Infrarealty LLP
December 12, Preferential 3,855,000 Equity Shares to Mansoul Commerical Private 3,855,000 71,367,500 713,675,000 10.00 32.50 Cash
2017 allotment Limited
August 14, Rights issue 2,098,248 Equity Shares to NS Niketan LLP, 1,339,516 4,078,143 75,445,643 754,456,430 10.00 77.15 Cash
2019 Equity Shares to SNS Infrarealty LLP, 313,565 Equity
Shares to Mansoul Commercial Private Limited, 180,000
Equity Shares to Bijman Projects Private Limited, 125,000
Equity Shares to MBG Commodities Private Limited, 12,750
Equity Shares to Pawan Kumar Bhattad, 6,500 Equity Shares
to Rajshree Tapuriah, 286 Equity Shares to Shri Gopal Sarda,
286 Equity Shares to Kiran Sarda, 286 Equity Shares to
Rajesh Kumar Sarda, 286 Equity Shares to Utsav Parekh,
286 Equity Shares to Nilangi Parekh, 286 Equity Shares to
Shubra Khemka, 286 Equity Shares to Saroj Jhawar, 120
Equity Shares to Neetish Sarda, 114 Equity Shares to
130Date of Number of Cumulative Face
allotment of Equity number of Cumulative value
Equity Nature of Names of allottees along with the number of Equity Shares of Equity paid up- per Issue price per Form of
Shares of allotment Shares of face value ₹ 10 each allotted to each allottee face value ₹ Shares of Equity Share Equity Equity Share (₹) consideration
face value ₹ 10 each face value ₹ capital (₹) Share
10 each allotted 10 each (₹)
Ghanshyam Sarda, 114 Equity Shares to Neeta Sarda, 114
Equity Shares to Saumya Binani* and 100 Equity Shares to
Vision Comptech Integrators Limited
September 5, Preferential 650,000 Equity Shares to Atul Kantilal Nishar being trustee 1,750,000 77,195,643 771,956,430 10.00 77.15 Cash
2019 allotment of Atul DP family Trust, 650,000 Equity Shares to Atul
Kantilal Nishar being trustee of Atul PN Family Trust and
450,000 Equity Shares to Kaliki Prashanth Reddy
March 30, Preferential 110,000 Equity Shares to Bijman Projects Private Limited, 495,000 77,690,643 776,906,430 10.00 260.00 Cash
2023 allotment 100,000 Equity Shares to Mahima Stocks Private Limited,
100,000 Equity Shares to Kaliki Prashanth Reddy, 80,000
Equity Shares to Avantika Mandhani, 48,000 Equity Shares
to Atul Kantilal Nishar trustee of Atul DP family Trust,
48,000 Equity Shares to Atul Kantilal Nishar trustee of Atul
PN Family Trust, 5,000 Equity Shares to Pawan Kumar
Bhattad and 4,000 Equity Shares to SNS Infrarealty LLP
January 13, Preferential 500,000 Equity Shares to Anshu Gupta Exempt Children’s 1,322,000 79,012,643 790,126,430 10.00 269.00 Cash
2024 allotment Trust, 470,000 Equity Shares to NS Niketan LLP, 100,000
Equity Shares to Kaliki Prashanth Reddy, 93,000 Equity
Shares to Yogesh J. Shah, 93,000 Equity Shares to
Shubhangi Amar Manjrekar, 37,000 Equity Shares to
Nilliampathy Tracon Private Limited, 15,000 Equity Shares
to Suparsva Infotech Private Limited, 10,000 Equity Shares
to Aditya Kanodia HUF and 4,000 Equity Shares to Vijaya
Rameshwar Kalantri,
June 7, 2024^ Preferential 1,115,241 Equity Shares to Ananta Capital Ventures Fund I, 3,716,551 82,729,194 827,291,940 10.00 269.00 Cash
allotment 448,000 Equity Shares to Lend Lease Company (India)
Limited, 3,75,000 Equity Shares to Plutus Capital, 297,000
Equity Shares to Dhawan Family Private Trust through its
trustee, 360 One Investment Adviser and Trustee Services
Limited, 147,825 Equity Shares to Anand Dalmia, 111,524
Equity Shares to Kili Ventures LLP, 75,000 Equity Shares to
C. Mackertich Private Limited, 74,000 Equity Shares to
Rishi Khemka, 63,886 Equity Shares to Gayatri Shashikant
Shenoy, 62,732 Equity Shares to Rajiv Ramnarayan, 62,570
Equity Shares to HHC Holdings Pte Ltd, 55,800 Equity
Shares to Satish Mayaram Agarwal, 55,250 Equity Shares to
131Date of Number of Cumulative Face
allotment of Equity number of Cumulative value
Equity Nature of Names of allottees along with the number of Equity Shares of Equity paid up- per Issue price per Form of
Shares of allotment Shares of face value ₹ 10 each allotted to each allottee face value ₹ Shares of Equity Share Equity Equity Share (₹) consideration
face value ₹ 10 each face value ₹ capital (₹) Share
10 each allotted 10 each (₹)
Yash Abhay Chordia, 41,000 Equity Shares to Anjana
Projects Private Limited, 40,000 Equity Shares to Bijman
Projects Private Limited, 40,000 Equity Shares to Sameer
Mohan Shroff, 37,200 Equity Shares to Anita Gurnani,
37,175 Equity Shares to Pravina Reddy Tandur, 37,175
Equity Shares to Stargazer Fund-I, 37,175 Equity Shares to
Saikiran Krishnamurthy, 37,175 Equity Shares to Olympia
Tech Park (Chennai) Private Limited, 37,174 Equity Shares
to Ali Salim Talab, 30,000 Equity Shares to Harsh Binani
HUF, 28,000 Equity Shares to Ashutosh Taparia, 27,881
Equity Shares to Sanjay Kumar Agarwal, 26,022 Equity
Shares to Anuj Kadyan, 22,300 Equity Shares to Susheela
Devi Chhajer, 20,818 Equity Shares to Mitali Jain, 20,000
Equity Shares to Pawan Rathi HUF, 20,000 Equity Shares to
Suparsva Infotech Private Limited, 18,600 Equity Shares to
Vinod Kumar Agarwal, 18,600 Equity Shares to Kushal
Nitin Vora, 18,600 Equity Shares to Smita Misra, 18,590
Equity Shares to Raj Vardhan Kejriwal, 18,588 Equity
Shares to Kusam Lata Goel, 18,588 Equity Shares to
Kashyap Anil Chanchani, 18,588 Equity Shares to Kaushal
Ganeriwal, 18,587 Equity Shares to Priyanka Ram
Kewalramani, 18,587 Equity Shares to Sankalp Kathuria,
18,500 Equity Shares to Laxmi Narayan Taparia, 10,000
Equity Shares to Avash Jain, 10,000 Equity Shares to
Yogendra Shah, 9,300 Equity Shares to Akshay Jain, 9,300
Equity Shares to Mehak Arora, and 9,200 Equity Shares to
Sushma Goel
August 3, Conversion of Deutsche Bank A.G., London Branch 850,000 83,579,194 835,791,940 10.00 260.00 Cash
2024# 850,000 warrants to
Equity Shares
December 31, Allotment pursuant Space Solutions India Pte Ltd. (formerly Lisbrine Pte 19,610,398 103,189,592 1,031,895,920 10.00 No. of Issue Cash@
2024 to conversion of Limited) Equity price per
19,610,398 Shares Equity
Cumulative Share
Convertible (paid at
the time
132Date of Number of Cumulative Face
allotment of Equity number of Cumulative value
Equity Nature of Names of allottees along with the number of Equity Shares of Equity paid up- per Issue price per Form of
Shares of allotment Shares of face value ₹ 10 each allotted to each allottee face value ₹ Shares of Equity Share Equity Equity Share (₹) consideration
face value ₹ 10 each face value ₹ capital (₹) Share
10 each allotted 10 each (₹)
Preference Shares of
allotment
of
CCPS)
(₹) @
18,379,915 96.42
1,219,776 269.00
10,707 269.00
* Pursuant to change in name of Saumya Binani from Saumya Sarda to Saumya Binani on April 29, 2017.
^ The Equity Shares allotted pursuant to this allotment are under contractual lock-in for a period of 12 months from the date of allotment, as a commercial understanding between our Company and the allottees, to limit
the number of shareholders of our Company.
# The warrants were issued for cash upon part payment of 25% of the subscription amount, being ₹ 55.25 million at the time of issuance of warrants on March 12, 2023, and subsequently the remaining 75% of the
subscription amount, being ₹ 165.75 million was paid on August 2, 2024 pursuant to which the warrants were fully paid-up, at the time of conversion of warrants in ratio of 1:1, into Equity Shares of face value of ₹ 10
each.
@The consideration for such Equity Shares (issued pursuant to conversion of Cumulative Convertible Preference Shares) was paid at the time of issuance of such Cumulative Convertible Preference Shares pursuant to
preferential allotments dated October 23, 2019, March 30, 2024 and April 18, 2024. The average cost of acquisition of the Cumulative Convertible Preference Shares allotted to Space Solutions India Pte. Ltd. (formerly
Lisbrine Pte Limited) was ₹ 107.25. For details of the consideration paid at the time of issue and allotment of the Cumulative Convertible Preference Shares, see “- 3. Preference share capital history of our Company”
on page 136.
1332. Secondary transactions
The details of secondary transactions of Equity Shares by our Promoters, members of the Promoter Group and Selling Shareholders is set forth in the table below:
Number of Face value per Transfer price
Date of transfer
Equity Shares Details of transferor(s) Details of transferee(s) Equity Share per Equity Share Nature of consideration
of Equity Shares
transferred (₹) (₹)
February 13, 2017 500 Vision Comptech Integrators NS Niketan LLP 10.00 10.00 Cash
500 Limited SNS Infrarealty LLP 10.00 10.00
January 21, 2019 5,000 NS Niketan LLP Shree Gopal Sarda 10.00 32.50 Cash
5,000 Kiran Sarda 10.00 32.50
5,000 Rajesh Kumar Sarda 10.00 32.50
5,000 Supriya Sarda 10.00 32.50
5,000 Utsav Parekh 10.00 32.50
5,000 Nilangi Parekh 10.00 32.50
5,000 Rajshree Tapuriah 10.00 32.50
5,000 Rajshree Tapuriah 10.00 32.50
5,000 Shubhra Khemka 10.00 32.50
5,000 Saroj Jhawar 10.00 32.50
May 12, 2019 250 SNS Infrarealty LLP Pawan Kumar Bhattad 10.00 77.15 Cash
5,000 MBG Commodities Private Limited 10.00 77.15
5,000 Bijman Projects Private Limited 10.00 77.15
August 27, 2019 1,057 Ghanshyam Sarda Neetish Sarda 10.00 - Gift
1,057 Saumya Binani 10.00 -
December 1, 2023 5,000 Shubhra Khemka Neeta Sarda 10.00 - Gift
286 10.00 -
September 10, 965,000 NS Niketan LLP Jagdish Naresh Master 10.00 430.00 Cash
2024 197,791 SNS Infrarealty LLP Jagdish Naresh Master 10.00 430.00
697,674 Pivotal Enterprises Private Limited 10.00 430.00
581,396 Ananta Capital Ventures Fund 1 10.00 430.00
September 20, 444,444 SNS Infrarealty LLP Ananta Capital Ventures Fund 1 10.00 450.00 Cash
2024 288,889 Bharat Jaisinghani 10.00 450.00
222,222 Reina R Jaisinghani 10.00 450.00
88,889 Nikhil Ramesh Jaisinghani 10.00 450.00
88,889 Neeta Umesh Dharnidharka 10.00 450.00
134Number of Face value per Transfer price
Date of transfer
Equity Shares Details of transferor(s) Details of transferee(s) Equity Share per Equity Share Nature of consideration
of Equity Shares
transferred (₹) (₹)
88,889 Girdhari Thakurdas Jaisinghani 10.00 450.00
11,111 Ghanshyam Soni 10.00 450.00
11,111 Usha Agarwal 10.00 450.00
11,111 Rajnish Inderlal Sharma 10.00 450.00
407,811 Tusk Investments Limited 10.00 450.00
September 21, 11,111 SNS Infrarealty LLP Madhu Wadhwa 10.00 450.00 Cash
2024 11,111 Sharad Jayprakash Taparia 10.00 450.00
As on the date of this Prospectus, there have been no secondary transactions of Cumulative Convertible Preference Shares of our Company by our Promoters, members of the
Promoter Group and Selling Shareholders.
1353. Preference share capital history of our Company
(a) While our Company does not have any outstanding compulsorily convertible preference shares as on the date of this Prospectus, the following table sets forth the
history of the preference share capital of our Company:
Number of
Cumulative
Date of Cumulative Face value
number of
allotment of Convertible per
Names of allottees along with the number of Issue price per Cumulative Cumulative
Cumulative Nature of Preference Cumulative Form of
Cumulative Convertible Preference Shares of Convertible Preference Convertible
Convertible allotment Shares Convertible consideration
allotted to each allottee Share (₹) Preference
Preference allotted/ Preference
Shares
Shares redeemed/ Share (₹)
outstanding
converted
October 23, Preferential Space Solutions India Pte Ltd. (formerly Lisbrine Pte 18,379,915 10.00 96.42 Cash 18,379,915
2019 allotment Limited)
March 30, 2024 Preferential Space Solutions India Pte Ltd. (formerly Lisbrine Pte 1,219,776 10.00 269.00 Cash 19,599,691
allotment Limited)
April 18, 2024 Preferential Space Solutions India Pte Ltd. (formerly Lisbrine Pte 10,707 10.00 269.00 Cash 19,610,398
allotment Limited)
December 31, Conversion of Space Solutions India Pte Ltd. (formerly Lisbrine Pte (19,610,398) 10.00 Issue price per Cash@ Nil
2024 19,610,398 Limited) Equity Share
No. of
Cumulative (paid at the
Equity
Convertible time of
Shares
Preference allotment of
Shares CCPS) (₹)@
18,379,915 96.42
1,219,776 269.00
10,707 269.00
@The consideration for such Equity Shares (issued pursuant to conversion of Cumulative Convertible Preference Shares) was paid at the time of issuance of such Cumulative Convertible Preference Shares pursuant to
preferential allotments dated October 23, 2019, March 30, 2024 and April 18, 2024. The average cost of acquisition of the Cumulative Convertible Preference Shares allotted to Space Solutions India Pte. Ltd. (formerly
Lisbrine Pte Limited) was ₹ 107.25.
1364. Shares issued for consideration other than cash or by way of bonus issue
Our Company has not issued any Equity Shares or Cumulative Convertible Preference Shares through bonus
issue or for consideration other than cash at any time since its incorporation.
5. Issue of shares out of revaluation reserves
Our Company has not issued any Equity Shares or Cumulative Convertible Preference Shares out of its
revaluation reserves at any time since incorporation.
6. Issue of Equity Shares at a price lower than the Offer Price in the last year
Except as mentioned below, our Company has not issued any Equity Shares at a price which may be lower
than the Offer Price during a period of one year preceding the date of this Prospectus.
Face
Names of allottees
Date of Number of value Whether
Reason/ along with the
allotment Equity per Issue price per Equity Form of part of
nature of number of Equity
of Equity Shares Equity Share (₹) consideration Promoter
allotment Shares allotted to
Shares allotted Share Group
each allottee
(₹)
August 3, Conversion Deutsche Bank 850,000 10.00 260.00 Cash No
2024# of 850,000 A.G., London
warrants to Branch
Equity
Shares
December Conversion Space Solutions 19,610,398 10.00 Issue Cash No
31, 2024 of India Pte Ltd. price per
19,610,398 (formerly Lisbrine Equity
Cumulative Pte Limited) No. of Share
Convertible Equity (paid at
Preference Shares the time of
Shares allotment
of CCPS)
(₹)@
18,379,915 96.42
1,219,776 269.00
10,707 269.00
# The warrants were issued for cash upon part payment of 25% of the subscription amount, being ₹ 55.25 million at the time of issuance of
warrants on March 12, 2023, and subsequently the remaining 75% of the subscription amount, being ₹ 165.75 million was paid on August 2,
2024 pursuant to which the warrants were fully paid-up, at the time of conversion of warrants in ratio of 1:1, into Equity Shares of face value
of ₹ 10 each.
@The consideration for such Equity Shares (issued pursuant to conversion of Cumulative Convertible Preference Shares) was paid at the time
of issuance of such Cumulative Convertible Preference Shares pursuant to preferential allotments dated October 23, 2019, March 30, 2024
and April 18, 2024. The average cost of acquisition of the Cumulative Convertible Preference Shares allotted to Space Solutions India Pte.
Ltd. (formerly Lisbrine Pte Limited) was ₹ 107.25. For details of the consideration paid at the time of issue and allotment of the Cumulative
Convertible Preference Shares, see “- 3. Preference share capital history of our Company” on page 136.
7. Details of Equity Shares issued under the employee stock option scheme
As on the date of this Prospectus, our Company has granted 317,500 options and no Equity Shares have been
issued pursuant to the ESOP 2022.
8. Our Company has not issued or allotted any Equity Shares pursuant to scheme of arrangement approved under
Sections 230-234 of the Companies Act, 2013.
9. All transactions in Equity Shares by our Promoters and members of our Promoter Group between the date of
filing of this Prospectus and the date of closure of the Offer shall be reported to the Stock Exchanges within
24 hours of such transactions.
10. The Company is in compliance with the Companies Act, 2013 with respect to issuance of securities since
inception till the date of the filing of this Prospectus.
13711. Shareholding pattern of our Company
The table below presents the shareholding pattern of our Company as on the date of this Prospectus:
Shareholdi Number of shares
Number
Number of voting rights held in each class of ng, as a % pledged or
of locked
securities assuming otherwise
Shareholdi in shares
(IX) full encumbered
ng as a % Number of (XII)
NumbeNumbe conversion (XIII)
of total shares
r of r of number of Number of Voting Rights underlying of Number of
Number of partly shares Total number convertible Equity
Number shares outstandin
Catego Category of fully paid- paid- underlyof shares held securities Shares held
of share (calculated g As a
ry shareholder holders up Equity up ing (VII) = as per Class e.g.: convertible (as a % of As a in
(I) (II) (III) Shares held Equity deposit (IV)+(V)+ SCRR, Cumulativ Total as a securities percentage Numtotal % of dematerialis
(IV) Shares ory (VI) 1957) Class e.g.: e % of (including of diluted ber SharNumber (a) total ed form
held receipts (VIII) As a Equity Convertibl Total (A+B+ C) warrants) share (a) es shares (XIV)
(V) (VI) % of Shares e (X) capital) held held
(A+B+C2) Preference (XI)= (VII) (b) (b)
Shares +(X) As a
% of
(A+B+C2)
(A) Promoter and 7 67,272,413 - - 67,272,413 65.19 67,272,413 - 67,272,413 65.19 - - - - - - 67,272,413
Promoter
Group
(B) Public 80 35,917,179 - - 35,917,179 34.81 35,917,179 - 35,917,179 34.81 - - - - - - 35,917,179
(C) Non- - - - - - - - - - - - - - - - - -
Promoter-
Non-Public
(C1) Shares - - - - - - - - - - - - - - - - -
underlying
depository
receipts
(C2) Shares held - - - - - - - - - - - - - - - - -
by Employee
Trusts
Total 87 103,189,592 - - 103,189,592 100.00% 103,189,592 - 103,189,592 100.00% - - - - - - 103,189,592
Note: ^ Prior to the date of the Red Herring Prospectus, our Promoters, NS Niketan LLP and SNS Infrarealty LLP had pledged 10,318,961 Equity Shares each, with Catalyst Trusteeship Limited (“Security Trustee”).
The aforesaid pledge on Equity Shares was created to secure 1,250 unlisted, unrated, senior, secured, non-convertible bonds of nominal value of ₹ 1,000,000 each (“Bonds”) aggregating to ₹ 12,50,000,000, issued
by our Company to Deutsche Investments India Private Limited under the bond trust deed dated March 2, 2023, entered into between our Company and the Security Trustee. The Security Trustee, pursuant to its letter
dated August 7, 2024, had consented to release the pledge on the abovementioned Equity Shares prior to filing of the Red Herring Prospectus with the RoC. Accordingly, the pledge on the abovementioned Equity
Shares has been released on July 2, 2025, prior to filing of the Red Herring Prospectus with the RoC.
13812. Other details of shareholding of our Company
(a) As on the date of filing of this Prospectus, our Company has 87 Shareholders.
(b) Set forth below is a list of Shareholders holding 1% or more of the paid-up share capital of our Company,
on a fully diluted basis, as on the date of filing of this Prospectus and as of 10 days prior to the date of
filing of this Prospectus:
Number of Equity Shares Percentage of the pre-
Sr.
Name of the Shareholder of face value of ₹ 10 each Offer share capital on a
No.
on a fully diluted basis fully diluted basis (%)
1. NS Niketan LLP 42,804,998 41.48
2. SNS Infrarealty LLP 24,422,567 23.67
3. Space Solutions India Pte. Ltd. (formerly Lisbrine 19,610,398 19.00
Pte Limited)
4. Mahima Stocks Private Limited# 4,268,565 4.14
5. Ananta Capital Ventures Fund I 2,141,081 2.07
6. Jagdish Naresh Master 1,162,791 1.13
Total 94,410,400 91.49
# Other than the deed of ratification and accession of Mahima Stocks Private Limited (“Mahima”) dated December 16, 2022 pursuant
to which it is obligated to comply with the provisions of the Shareholders’ Agreement, it has not entered into any agreement or
arrangement of a like nature with our Company, Promoters, members of our Promoter Group, Key Managerial Personnel, Directors or
their relatives. Further, there has been no investment in the past, by Mahima in the Equity Shares of our Company, in any manner.
(c) Set forth below is a list of Shareholders holding 1% or more of the paid-up share capital of our Company,
as of one year prior to the date of filing of this Prospectus.
Percentage of Number of Percentage of
Number of Number of
the pre-Offer Cumulative the pre-Offer
Equity Shares Equity Shares of
Sr. Name of the equity share Convertible share capital
of face value face value of ₹ 10
No. Shareholder capital on a Preference Shares on a fully
of ₹ 10 each each on a fully
non-diluted of face value of ₹ 10 diluted basis
held diluted basis
basis (%) each held (%)
1. NS Niketan LLP 43,769,998 42.42 - 43,769,998 42.42
2. SNS Infrarealty 27,585,016 26.73 - 27,585,016 26.73
LLP
3. Mahima Stocks 4,268,565 4.14 - 4,268,565 4.14
Private Limited#
4. Ananta Capital 1,115,241 1.08 - 1,115,241 1.08
Ventures Fund I
5. Space Solutions - - 19,610,398 19,610,398 19.00
India Pte. Ltd.
(formerly Lisbrine
Pte Limited)
Total 76,738,820 74.37 19,610,398 96,349,218 93.37
# Other than the deed of ratification and accession of Mahima Stocks Private Limited (“Mahima”) dated December 16, 2022 pursuant
to which it is obligated to comply with the provisions of the Shareholders’ Agreement, it has not entered into any agreement or
arrangement of a like nature with our Company, Promoters, members of our Promoter Group, Key Managerial Personnel, Directors or
their relatives. Further, there has been no investment in the past, by Mahima in the Equity Shares of our Company, in any manner.
(d) Set forth below is a list of Shareholders holding 1% or more of the paid-up share capital of our Company,
as of two years prior to the date of filing of this Prospectus.
Percentage of Number of Percentage of
Number of Number of
the pre-Offer Cumulative the pre-Offer
Equity Shares Equity Shares of
Name of the equity share Convertible share capital
Sr. No. of face value face value of ₹ 10
Shareholder capital on a Preference Shares on a fully
of ₹ 10 each each on a fully
non-diluted of face value of ₹ 10 diluted basis
held diluted basis
basis (%) each held (%)
1. NS Niketan LLP 43,299,998 41.96 - 43,299,998 41.96
2. SNS Infrarealty 27,585,016 26.73 - 27,585,016 26.73
LLP
3. Mahima Stocks 4,268,565 4.14 - 4,268,565 4.14
139Percentage of Number of Percentage of
Number of Number of
the pre-Offer Cumulative the pre-Offer
Equity Shares Equity Shares of
Name of the equity share Convertible share capital
Sr. No. of face value face value of ₹ 10
Shareholder capital on a Preference Shares on a fully
of ₹ 10 each each on a fully
non-diluted of face value of ₹ 10 diluted basis
held diluted basis
basis (%) each held (%)
Private Limited#
4. Space Solutions - 18,379,915 18,379,915 17.81
India Pte Ltd.
(formerly Lisbrine
Pte Limited)
Total 75,153,579 72.83 18,379,915 93,533,494 90.64
# Other than the deed of ratification and accession of Mahima Stocks Private Limited (“Mahima”) dated December 16, 2022 pursuant
to which it is obligated to comply with the provisions of the Shareholders’ Agreement, it has not entered into any agreement or
arrangement of a like nature with our Company, Promoters, members of our Promoter Group, Key Managerial Personnel, Directors or
their relatives. Further, there has been no investment in the past, by Mahima in the Equity Shares of our Company, in any manner.
(e) Except for the (i) allotment of Equity Shares pursuant to exercise of options granted under ESOP 2022
or employee stock options that may be allotted or granted pursuant to the ESOP 2022, and (ii) the
allotment of Equity Shares pursuant to the Fresh Issue, our Company presently does not intend or propose
and is not under negotiations or considerations to alter its capital structure for a period of six months
from the Bid/Offer 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.
(f) Except for the options granted under ESOP 2022, there are no other outstanding options or convertible
securities, including any outstanding warrants or rights to convert debentures, loans or other instruments
convertible into our Equity Shares as on the date of this Prospectus.
13. Employee Stock Option Plan 2022 (“ESOP 2022”)
Our Company, pursuant to the resolutions passed by our Board on December 20, 2022 and by our
Shareholders on February 24, 2023, approved the ESOP 2022 for grant of 950,000 employee stock options
to Eligible Employees, which may result in issue of 950,000 Equity Shares. The primary objective of the
ESOP 2022 is to attract, reward, motivate and retain the permanent employees of the Company for high
levels of individual performance and for unusual efforts to improve the performance and success of the
Company. As on date of this Prospectus, the allottees under the ESOP 2022 are employees of our Company
and the grant of options are in compliance with Companies Act 2013.
As of the date of this Prospectus, 317,500 options have been granted pursuant to the ESOP 2022 vide
resolution of the Nomination and Remuneration Committee dated July 31, 2024. The ESOP 2022 was
amended to ensure compliance with the SEBI SBEB Regulations and Companies Act, by our Board pursuant
to the resolution passed at its meeting held on July 31, 2024 and by our Shareholders pursuant to the
resolution passed at the extra ordinary general meeting of our Company held on August 3, 2024.
The following table sets forth the particulars of the ESOP 2022 including options granted as on the date of
this Prospectus:
140Details
Particulars From April 1, 2025 until
Fiscal 2025 Fiscal 2024 Fiscal 2023
the date of this Prospectus
Total options outstanding as at the beginning of the period 301,500 - - -
Total options granted - 317,500 - -
Exercise price of options in ₹ (as on the date of grant options) 10 10 - -
Options forfeited/lapsed/cancelled - 16,000 - -
Variation of terms of options There has been no variation There has been no - -
in terms of options variation in terms of
options
Money realised by exercise of options in ₹ - - - -
Total number of options outstanding in force 301,500 301,500 - -
Total options vested (excluding the options that have been exercised) - - - -
Options exercised - - - -
The total number of Equity Shares that would arise as a result of full 301,500 301,500 - -
exercise of granted options
Employee wise details of options granted to:
(i) Key Managerial Personnel and Senior Management From April 1,
2025 until the
KMP/SMP Fiscal 2025 Fiscal 2024 Fiscal 2023
date of this
Prospectus
Pratik Ravindra Agarwal - 65,000 - -
Sahil Jain - 35,000 - -
Prashant Hakim - 35,000 - -
Anirudh Tapuriah - 30,000 - -
Punam Dargar - 10,000 - -
Kalpana Devnani - 3,500 - -
(ii) Any other employee who receives a grant in any one year of options Nil
amounting to 5% or more of the options granted during the year
(iii) Identified employees who were granted options during any one year - - - -
equal to or exceeding 1% of the issued capital (excluding outstanding
warrants and conversions) of our Company at the time of grant
Diluted earnings per share pursuant to the issue of Equity Shares on exercise NA - - -
141Details
Particulars From April 1, 2025 until
Fiscal 2025 Fiscal 2024 Fiscal 2023
the date of this Prospectus
of options in accordance with the applicable accounting standard on
‘Earnings Per Share’ (in ₹ )
Where the Company has calculated the employee compensation cost using Not Applicable since the options were priced at fair value on the date of grant by using Black Scholes model
the intrinsic value of the stock options, the difference, if any, between
employee compensation cost so computed and the employee compensation
calculated on the basis of fair value of the stock options and the impact of
this difference, on the profits of our Company and on the earnings per share
of our Company
Description of the pricing formula and the method and significant From April 1, 2025 Fiscal
assumptions used to estimate the fair value of options granted during the Particulars until the date of this
2025 2024 2023
year, including weighted average information, namely, risk-free interest Prospectus
rate, expected life, expected volatility, expected dividends, and the price of Method of option valuation - Black Scholes options - -
the underlying share in the market at the time of grant of option pricing model
Expected Volatility (%) - 42.39% - 42.70% - -
Dividend Yield (%) - - - -
Expected Life (Years) - 3 – 3.5 years - -
Risk free Interest rate (%) - 6.73% - 6.74% - -
Impact on the profits and on the earnings per share of the last three years if Not applicable, as the options have been granted post the date of the last audited balance sheet of the Company.
the accounting policies specified in the SEBI SBEB Regulations had been
followed, in respect of options granted in the last three years
Intention of key managerial personnel, senior management; and whole-time None of the whole-time directors, key managerial personnel and senior management who hold Equity Shares in the
directors who are holders of Equity Shares allotted on exercise of options to Company, allotted on exercise of options granted under an employee stock option scheme/ employee stock purchase
sell their shares within three months after the listing of Equity Shares scheme, intend to sell their Equity Shares within three months after the date of listing of the Equity Shares in the
pursuant to the Offer initial public offer.
Intention to sell Equity Shares arising out of the ESOP 2022 within three None of our directors, key managerial personnel, senior management and employees having Equity Shares arising
months after the listing of Equity Shares by directors, key managerial out of ESOP 2022, exceed 1% of the issued capital. Hence, not applicable
personnel, senior management and employees having Equity Shares arising
out of ESOP 2022, amounting to more than 1% of the issued capital
(excluding outstanding warrants and conversions)
Note: As certified by Ray & Ray, Chartered Accountants (firm registration number: 301072E), pursuant to their certificate dated July 4, 2025.
142Details of shareholding of our Promoters and members of the Promoter Group in our Company
(a) Equity shareholding of our Promoters and members of the Promoter Group
As on the date of this Prospectus, our Promoters hold 67,234,013 Equity Shares of face value of ₹ 10
each and members of Promoter Group (other than our Promoters) hold 38,400 Equity Shares of face
value of ₹ 10 each equivalent to 65.15% and 0.04% of the pre-Offer issued, subscribed and paid-up
Equity Share capital of our Company, respectively, on a fully diluted basis, as set forth in the table
below.
Pre-Offer Equity Share capital Post-Offer Equity Share capital
Sr. No. Name Number of % of total Number of Equity % of total
Equity Shares shareholding Shares shareholding
Promoters
1. NS Niketan LLP 42,804,998 41.48 42,314,998 37.08
2. SNS Infrarealty LLP 24,422,567 23.67 24,112,567 21.13
3. Neetish Sarda 3,277 Negligible 3,277 Negligible
4. Saumya Binani 3,171 Negligible 3,171 Negligible
5. Harsh Binani - - - -
6. Aryadeep Realestates - - - -
Private Limited
Total (A) 67,234,013 65.15 66,434,013 58.21
Members of Promoter Group
7. Neeta Sarda 7,400 0.01 7,400 0.01
8. Harsh Binani HUF 30,000 0.03 30,000 0.03
9. Vision Comptech 1,000 Negligible 1,000 Negligible
Integrators Limited
Total (B) 38,400 0.04 38,400 0.03
Total of Promoters and Promoter 67,272,413 65.19 66,472,413 58.24
Group (A) + (B)
All Equity Shares held by our Promoters are in dematerialised form as on the date of this Prospectus.
(b) Build-up of shareholding of our Promoters
Except for Harsh Binani and Aryadeep Realestates Private Limited, who do not hold any Equity Shares
in our Company, the build-up of the equity shareholding of our Promoters since incorporation of our
Company is set forth in the table below:
Face Issue price/ Percentage of Percentage of
Date of Number of
value per transfer price the pre-Offer the post-Offer
allotment/ Nature of transaction Equity
Equity per Equity Equity Share Equity Share
transfer Shares
Share (₹) Share (₹) capital (%) ^ capital (%)
Neetish Sarda
December Initial subscription to 2,100 10.00 10.00 Negligible Negligible
17, 2015 the Memorandum of
Association
August 14, Allotment pursuant to 120 10.00 77.15 Negligible Negligible
2019 Rights Issue
August 27, Transfer by way of gift 1,057 10.00 - Negligible Negligible
2019 from Ghanshyam
Sarda
Total (A) 3,277 0.00 0.00
Saumya Binani
December Initial subscription to 2,000 10.00 10.00 Negligible Negligible
17, 2015 the Memorandum of
Association
August 14, Allotment pursuant to 114 10.00 77.15 Negligible Negligible
143Face Issue price/ Percentage of Percentage of
Date of Number of
value per transfer price the pre-Offer the post-Offer
allotment/ Nature of transaction Equity
Equity per Equity Equity Share Equity Share
transfer Shares
Share (₹) Share (₹) capital (%) ^ capital (%)
2019 Rights Issue
August 27, Transfer by way of gift 1,057 10.00 - Negligible Negligible
2019 from Ghanshyam
Sarda
Total (B) 3,171 0.00 0.00
NS Niketan LLP
February Transfer from Vision 500 10.00 10.00 Negligible 0.00
13, 2017 Comptech Integrators
Limited
March 8, Allotment pursuant to 9,995,000 10.00 10.00 9.69
8.76
2017 Rights Issue
July 14, Allotment pursuant to 25,000,000 10.00 10.00 24.23
21.90
2017 Rights Issue
November Allotment pursuant to 6,256,250 10.00 10.00 6.06
5.48
19, 2017 Rights Issue
January Transfer to Shree (5,000) 10.00 32.50 (0.05) 0.00
21, 2019 Gopal Sarda
Transfer to Kiran Sarda (5,000) 10.00 32.50 0.00
Transfer to Rajesh (5,000) 10.00 32.50 0.00
Kumar Sarda
Transfer to Supriya (5,000) 10.00 32.50 0.00
Sarda
Transfer to Utsav (5,000) 10.00 32.50 0.00
Parekh
Transfer to Neelangi (5,000) 10.00 32.50 0.00
Parekh
Transfer to Rajshree (5,000) 10.00 32.50 0.00
Tapuriah
Transfer to Shubhra (5,000) 10.00 32.50 0.00
Khemka
Transfer to Rajshree (5,000) 10.00 32.50 0.00
Tapuriah
Transfer to Saroj (5,000) 10.00 32.50 0.00
Jhawar
August 14, Allotment pursuant to 2,098,248 10.00 77.15 2.03 1.84
2019 Rights Issue
January Preferential allotment 470,000 10.00 269.00 0.46 0.41
13, 2024
September Transfer to Jagdish (965,000) 10.00 430.00 (0.94) (0.85)
10, 2024 Naresh Master
Total (C) 42,804,998 41.48 37.50
SNS Infrarealty LLP
February Transfer from Vision 500 10.00 10.00 Negligible
13, 2017 Comptech Integrators 0.00
Limited
March 8, Allotment pursuant to 9,995,000 10.00 10.00 9.69
8.76
2017 Rights Issue
July 14, Allotment pursuant to 10,000,000 10.00 10.00 9.69
8.76
2017 Rights Issue
November Allotment pursuant to 6,256,250 10.00 10.00 6.06
5.48
19, 2017 Rights Issue
May 12, Transfer to Pawan (250) 10.00 77.15 (0.01)
0.00
2019 Kumar Bhattad
Transfer to MBG (5,000) 10.00 77.15
Commodities Private 0.00
Limited
144Face Issue price/ Percentage of Percentage of
Date of Number of
value per transfer price the pre-Offer the post-Offer
allotment/ Nature of transaction Equity
Equity per Equity Equity Share Equity Share
transfer Shares
Share (₹) Share (₹) capital (%) ^ capital (%)
Transfer to Bijman (5,000) 10.00 77.15
Projects Private 0.00
Limited
August 14, Allotment pursuant to 1,339,516 10.00 77.15 1.30
1.17
2019 Rights Issue
March 30, Preferential Allotment 4,000 10.00 260.00 Negligible
0.00
2023
September Transfer to Jagdish (197,791) 10.00 430.00 (1.43)
(0.17)
10, 2024 Naresh Master
Transfer to Pivotal (697,674) 10.00 430.00
Enterprises Private (0.61)
Limited
Transfer to Ananta (581,396)) 10.00 430.00
Capital Ventures Fund (0.51)
1
September Transfer to Ananta (444,444) 10.00 450.00 (1.61) (0.39)
20, 2024 Capital Ventures Fund
1
Transfer to Bharat (288,889 10.00 450.00 (0.25)
Jaisinghani
Transfer to Reina R (222,222) 10.00 450.00
(0.19)
Jaisinghani
Transfer to Nikhil (88,889) 10.00 450.00
(0.08)
Ramesh Jaisinghani
Transfer to Neeta (88,889) 10.00 450.00
(0.08)
Umesh Dharnidharka
Transfer to Girdhari (88,889) 10.00 450.00
(0.08)
Thakurdas Jaisinghani
Transfer to Ghanshyam (11,111) 10.00 450.00
(0.01)
Soni
Transfer to Usha (11,111) 10.00 450.00
(0.01)
Agarwal
Transfer to Rajnish (11,111) 10.00 450.00
(0.01)
Inderlal Sharma
Transfer to Tusk (407,811) 10.00 450.00
(0.36)
Investments Limited
September Transfer to Madhu (11,111) 10.00 450.00 (0.02)
(0.01)
21, 2024 Wadhwa
Transfer to Sharad (11,111) 10.00 450.00
(0.01)
Jayprakash Taparia
Total (D) 24,422,567 23.67 21.40
Total (A) + (B) + (C)+ (D) 67,234,013 65.15 58.91
^Subject to finalisation of Basis of Allotment
(c) Further, none of the Equity Shares being offered for sale through the Offer for Sale are pledged or
otherwise encumbered, as on the date of this Prospectus.
Details of Equity Shares pledged by our Promoters
The details of the Equity Shares held by NS Niketan LLP and SNS Infrarealty LLP, which were pledged
prior to the Red Herring Prospectus, in accordance with the SEBI ICDR Regulations, are set forth below.
The aforesaid pledge on Equity Shares was created for securing 1,250 unlisted, unrated, senior, secured,
non-convertible bonds (“Bonds”) issued under the bond trust deed and pledge agreement, each dated
March 2, 2023, entered into between our Company and Catalyst Trusteeship Limited.
145Number of Equity Number of Equity Shares
% of pre-
Name of Shares held as on date pledged as on the date of the
Pledgee Offer Equity
Promoter of the Draft Red Draft Red Herring
Share Capital
Herring Prospectus Prospectus^
NS Niketan In favour of Catalyst 42,804,998 10,318,961 10.00
LLP Trusteeship Limited
SNS In favour of Catalyst 24,422,567 10,318,961 10.00
Infrarealty Trusteeship Limited
LLP
^ Catalyst Trusteeship Limited, the Security Trustee on behalf of Deutsche Investments India Private Limited, the Bond holder,
pursuant to its letter dated August 7, 2024 had consented to release the pledge on the Equity Shares prior to filing of the Red
Herring Prospectus with the RoC. Accordingly, the pledge on the abovementioned Equity Shares has been released on July 2,
2025, prior to filing of the Red Herring Prospectus with the RoC.
(d) Except as disclosed in “- Build-up of shareholding of our Promoters”, Harsh Binani HUF, Neeta Sarda
and Vision Comptech Integrators Limited, members of our Promoter Group who hold 30,000 Equity
Shares, 7,400 Equity Shares and 1,000 Equity Shares of our Company, respectively, none of the
members of our Promoter Group (other than our Promoters) hold any Equity Shares in our Company,
as on the date of this Prospectus. Further, except as disclosed in “Summary of the Offer Document-
Aggregate pre-Offer and post-Offer shareholding of the Promoters, the members of our Promoter
Group (other than our Promoters) and the Selling Shareholders” on page 28, none of the partners of
NS Niketan LLP, SNS Infrarealty LLP or the directors of Aryadeep Realestates Private Limited hold
any Equity Shares in our Company, as on the date of this Prospectus.
(e) Except as disclosed in “- Equity Share capital history of our Company”, none of the members of our
Promoter Group, and/or our Directors nor any of their respective relatives or the partners/directors of
our Corporate Promoters have purchased or sold any securities of our Company during the period of
six months immediately preceding the date of this Prospectus.
(f) There have been no financing arrangements whereby our Promoters, members of the Promoter Group,
our Directors or their respective relatives or the partners of our Promoters have financed the purchase
by any other person of securities of our Company (other than in the normal course of the business of
the relevant financing entity) during a period of six months immediately preceding the date of this
Prospectus.
14. Details of Promoters’ contribution and lock-in for three years
(a) Since the majority of the proceeds from the Offer excluding the portion of Offer for Sale is proposed to
be utilised for capital expenditure, pursuant to Regulations 14 and 16(1)(a) of the SEBI ICDR
Regulations, an aggregate of 20% of the fully diluted post-Offer Equity Share capital of our Company
held by the Promoters shall be locked in for a period of three years as minimum promoter’s contribution
from the date of Allotment (“Promoters’ Contribution”), and the Promoters’ shareholding in excess
of 20% of the fully diluted post-Offer Equity Share capital shall be locked-in for a period of one year
from the date of Allotment.
(b) Details of the Equity Shares to be locked-in for three years from the date of Allotment as Promoters’
Contribution are set forth in the table below:
Date Date on
up to which the
Face which Equity
Date of Issue/ Percentage
value Number of the Shares
Name of allotment Number of acquisition of the post-
Nature of per Equity Equity were fully
the of the Equity price per Offer paid-
transaction Equity Shares Shares paid-up
Promoters Equity Shares Equity up capital
Share locked-in* are
Shares Share (₹) (%)
(₹) subject
to lock-
in
Neetish December Initial 2,100 10 10 1,126 Negligible July December
Sarda 17, 2015 subscription 15, 17, 2015
to the 2028
Memorandum
146Date Date on
up to which the
Face which Equity
Date of Issue/ Percentage
value Number of the Shares
Name of allotment Number of acquisition of the post-
Nature of per Equity Equity were fully
the of the Equity price per Offer paid-
transaction Equity Shares Shares paid-up
Promoters Equity Shares Equity up capital
Share locked-in* are
Shares Share (₹) (%)
(₹) subject
to lock-
in
of
Association
Saumya December Initial 2,000 10 10 1,090 Negligible July December
Binani 17, 2015 subscription 15, 17, 2015
to the 2028
Memorandum
of
Association
NS July 14, Allotment 25,000,000 10 10 14,539,285 12.74 July July 14,
Niketan 2017 pursuant to 15, 2017
LLP Rights Issue 2028
SNS July 14, Allotment 10,000,000 10 10 8,284,994 7.26 July July 14,
Infrarealty 2017 pursuant to 15, 2017
LLP Rights Issue 2028
Total 22,826,495 20.00
* Subject to finalisation of Basis of Allotment
(c) Our Promoters have given consent to include such number of Equity Shares held by it as may constitute
20% of the fully diluted post-Offer equity share capital of our Company as Promoters’ Contribution.
Our Promoters have agreed not to sell, transfer, charge, pledge or otherwise encumber in any manner,
the Promoters’ Contribution from the date of filing this 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.
(d) Our Company undertakes that the Equity Shares that are being locked-in are not and will not be
ineligible for computation of 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 Promoters’ Contribution do not include Equity Shares acquired in
the three immediately preceding years (a) for consideration other than cash involving revaluation
of assets or capitalisation of intangible assets; or (b) resulting from a bonus issue of Equity Shares
out of revaluation reserves or unrealised profits of our Company or from a bonus issuance of
Equity Shares against Equity Shares, which are otherwise ineligible for computation of Promoters’
Contribution;
(ii) The 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 Offer;
(iii) Our Company has not been formed by the conversion of a partnership firm or a limited liability
partnership firm into a company and hence, no Equity Shares have been issued in the one year
immediately preceding the date of this Prospectus pursuant to conversion from a partnership firm;
and
(iv) The Equity Shares forming part of the Promoters’ Contribution are not subject to any pledge.
15. Details of other Equity Shares locked- in for six months
In terms of Regulation 16(1)(b) and Regulation 17 of the SEBI ICDR Regulations, the entire pre-Offer Equity
Share capital of our Company (other than the Promoters’ Contribution) will be locked-in for a period of six
months from the date of Allotment in the Offer, except:
147(a) Equity shares which are successfully transferred as part of the Offer for Sale;
(b) Equity shares allotted to employees (whether currently an employee or not) pursuant to the Employee
Stock Option Plan, prior to the Offer;
In terms of Regulation 17(c) of the SEBI ICDR Regulations, Equity Shares held by a venture capital fund
(“VCF”) or alternative investment fund (“AIF”) of category I or category II or a foreign venture capital
investor (“FVCI”) shall not be locked-in for a period of six months from the date of Allotment, provided that
such Equity Shares shall be locked-in for a period of at least six months from the date of purchase by the
venture capital fund or alternative investment fund of category I or category II or foreign venture capital
investor. However, the exemption of lock-in provisions under Regulation 17 (c) of the SEBI ICDR
Regulations shall not be applicable to a shareholder holding more than 20% of the pre-Offer Equity Share
capital of our Company, on a fully diluted basis.
Further, any unsubscribed portion of the Offered Shares would also be locked-in as required under the SEBI
ICDR Regulations.
16. Lock-in of Equity Shares allotted to Anchor Investors
Fifty per cent of the Equity Shares Allotted to Anchor Investors in the Anchor Investor Portion shall be locked
in for a period of 90 days from the date of the allotment, the remaining fifty percent of the Equity Shares
Allotted to the anchor investors shall be locked in for a period of 30 days from the date of allotment or as
provided by the SEBI ICDR Regulations.
17. Recording on non-transferability of Equity Shares locked-in
As required under Regulation 20 of the SEBI ICDR Regulations, our Company shall ensure that the details
of the Equity Shares locked-in are recorded by the relevant Depository.
18. Other requirements in respect of lock-in
Pursuant to Regulation 21 of the SEBI ICDR Regulations, Equity Shares held by our Promoters and locked-
in, as mentioned above, may be pledged as collateral security for a loan with a scheduled commercial bank,
a public financial institution, Systemically Important Non-Banking Financial Company or a deposit accepting
housing finance company, subject to the following:
(a) With respect to the Equity Shares locked-in for one year from the date of Allotment, such pledge of the
Equity Shares must be one of the terms of the sanction of the loan.
(b) With respect to the Equity Shares locked-in as Promoters’ Contribution for three years from the date of
Allotment, the loan must have been granted to our Company for the purpose of financing one or more
of the objects of the Offer, which is not applicable in the context of this Offer.
However, the relevant lock-in period shall continue post the invocation of the pledge referenced above, and
the relevant transferee shall not be eligible to transfer the Equity Shares till the relevant lock-in period has
expired in terms of the SEBI ICDR Regulations.
In terms of Regulation 22 of the SEBI ICDR Regulations, Equity Shares held by our Promoters and locked-
in, may be transferred to any member of our Promoter Group or a new promoter, subject to continuation of
lock-in applicable with the transferee for the remaining period and compliance with provisions of the
Takeover Regulations.
Further, in terms of Regulation 22 of the SEBI ICDR Regulations, Equity Shares held by persons other than
our Promoters prior to the Offer and locked-in for a period of six months, may be transferred to any other
person holding Equity Shares which are locked in along with the Equity Shares proposed to be transferred,
subject to the continuation of the lock in with the transferee and compliance with the provisions of the
Takeover Regulations.
19. Our Company, our Promoters, our Directors and the BRLMs have no existing buyback arrangements and or
any other similar arrangements for the purchase of Equity Shares.
14820. Except for Neetish Sarda, none of the Directors or Key Managerial Personnel or Senior Management of our
Company hold any Equity Shares in our Company. For further details, see “Our Management – Shareholding
of the Directors in our Company”, “Our Management – Shareholding of the Key Managerial Personnel”
and Senior Management” on pages 314 and 327, respectively.
21. All Equity Shares to be transferred pursuant to the Offer shall be fully paid-up at the time of Allotment and
there are no partly paid-up Equity Shares as on the date of this Prospectus.
22. As on the date of this Prospectus, the BRLMs and their respective associates (as defined in the SEBI Merchant
Bankers Regulations) do not hold any Equity Shares of our Company. The BRLMs and their affiliates may
engage in the transactions with and perform services for our Company, the Selling Shareholders and their
respective affiliates or associates in the ordinary course of business or may in the future engage in commercial
banking and investment banking transactions with our Company, the Selling Shareholders and their
respective affiliates or associates for which they may in the future receive customary compensation.
23. Except to the extent of sale of the Offered Shares in the Offer for Sale by the Selling Shareholders, none of
the members of our Promoter Group participated in the Offer.
24. 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 of bonus shares, preferential allotment, rights issue or in any other manner
during the period commencing from filing of this Prospectus with SEBI until the Equity Shares are listed on
the Stock Exchanges or all application monies have been refunded, as the case may be.
25. No person connected with the Offer, including, but not limited to, the BRLMs, the members of the Syndicate,
our Company, our Directors, our Promoters, members of our Promoter Group or Group Company, shall offer
or make payment of any incentive, whether direct or indirect, in the nature of discount, commission and
allowance, except for fees or commission for services rendered in relation to the Offer, in any manner,
whether in cash or kind or services or otherwise, to any Bidder for making a Bid.
26. There shall be only one denomination of the Equity Shares, unless otherwise permitted by law.
27. As on the date of this Prospectus, our Company does not have a stock appreciation rights scheme.
28. Neither the (i) BRLMs or any associate of the BRLMs (other than mutual funds sponsored entities which are
associates of the BRLMs or insurance companies promoted by entities which are associates of the BRLMs
or AIFs sponsored by the entities which are associates of the BRLMs or FPIs other than individuals, corporate
bodies and family offices sponsored by the entities which are associates of the BRLMs); nor (ii) any person
related to the Promoters or Promoter Group, can apply under the Anchor Investor Portion.
149SECTION V – PARTICULARS OF THE OFFER
OBJECTS OF THE OFFER
The Offer comprises the Fresh Issue and the Offer for Sale.
Offer for Sale
Our Company will not receive any proceeds from the Offer for Sale and the proceeds received from the Offer for
Sale by the Selling Shareholders will not form part of the Net Proceeds. The Selling Shareholders shall be entitled
to receive the proceeds of the Offer for Sale, after deducting their respective proportion of the Offer related
expenses and the relevant taxes thereon. For details, see “ – Offer related expenses” on page 160.
Each of the Selling Shareholders have, severally and not jointly, confirmed and authorised its participation in the
Offer for Sale in relation to its portion of Offered Shares, as set out below.
S. Name of the selling Date of the Date of the Maximum Offered Shares and
No. shareholder board resolution consent letter aggregate amount of Offer for Sale
1. NS Niketan LLP NA February 17, 2025 490,000 Equity Shares of face value of ₹
10 each, aggregating up to 199.43 million
2. SNS Infrarealty LLP NA February 17, 2025 310,000 Equity Shares of face value of ₹
10 each, aggregating up to 126.17 million
3. Space Solutions India Pte. August 8, 2024 January 23, 2025 2,579,740 Equity Shares of face value of ₹
Ltd. (formerly Lisbrine Pte 10 each, aggregating up to 1,049.95
Limited) million
Fresh Issue
Net Proceeds
The details of the Net Proceeds are summarised in the table below:
(in ₹ million)
Particulars Estimated Amount
Gross proceeds of the Fresh Issue Up to ₹ 4,450.00
(Less) Offer related expenses to the extent applicable to the Fresh Issue 485.28
(only those apportioned to our Company)*
Net Proceeds 3,964.72
* See “ – Offer related expenses” on page 160.
Requirement of funds
The net proceeds of the Offer, i.e., gross proceeds of the Fresh Issue less Offer related expenses (“Net Proceeds”)
are proposed to be utilised by our Company in the following manner:
1. Repayment/ prepayment/ redemption, in full or in part, of certain borrowings availed by our Company;
2. Capital expenditure for fit-outs in the New Centres and for security deposits of the New Centres
(“Capex”); and
3. General corporate purposes.
(collectively, “Objects”).
In addition to the aforementioned Objects, our Company expects that the listing of the Equity Shares will result
in the enhancement of our visibility and our brand image among our existing and potential customers and creation
of a public market for our Equity Shares.
The main objects and objects incidental and ancillary to the main objects of the Memorandum of Association
enables our Company (i) to undertake our existing business activities; and (ii) to undertake the activities proposed
to be funded from the Net Proceeds.
Utilisation of Net Proceeds
150Our Company proposes to utilise the Net Proceeds in the manner set forth in the table below:
(in ₹ million)
Sr. Total estimated
Particulars
No. amount/expenditure
1. Repayment/ prepayment/ redemption, in full or in part, of certain borrowings availed
1,140.00
by our Company
2. Capital expenditure for fit-outs in the New Centres and for security deposits of the
2,258.40
New Centres
3. General corporate purposes# 566.32
Total 3,964.72
#
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 towards the Objects in accordance with the estimated schedule of
implementation and deployment of funds as set forth in the table below:
(in ₹ million)
Total estimated
Amount to be Amount to be
amount/
S. deployed from the deployed from the
Particulars expenditure to be
No Net Proceeds Net Proceeds
funded from the Net
(in Fiscal 2026) (in Fiscal 2027)
Proceeds
1. Repayment/ prepayment/ redemption, in 1,140.00 1,140.00 -
full or in part, of certain outstanding
borrowings availed by our Company
2. Capital expenditure for fit-outs in the New 2,258.40 1,750.00 508.40
Centres and for security deposits of the
New Centres
3. General corporate purposes* 566.32 566.32 -
Net Proceeds* 3,964.72 3,456.32 508.40
* The amount utilised for general corporate purposes shall not exceed 25% of the Gross Proceeds.
We intend to deploy the Net Proceeds towards the Objects in accordance with the business needs of our Company.
However, the actual deployment of funds will depend on a number of factors, including the timing of completion
of the Offer, market conditions, our Board’s analysis of economic trends and business requirements, demand for
managed workspaces, contractual obligations, competitive landscape, as well as general factors affecting our
results of operations and financial condition. Depending upon such factors, we may have to reduce or extend the
deployment period for the stated Objects, at the discretion of our management, and in accordance with applicable
laws. In the event that the estimated utilisation of the Net Proceeds in a scheduled Fiscal is not completely met,
including due to the reasons stated above, the same shall be utilized in the next Fiscal, as may be determined by
our Company in the best interest of the Company.
The above requirement of funds is based on our current business plan, internal management estimates based on
the prevailing market conditions, and also based on, amongst others, quotations obtained from certain
contractors/vendors, certificate from an independent architect for the estimated costs relating to capital
expenditure for fit-outs in the New Centres and a certificate from an independent chartered accountant for security
deposits of the New Centres. These funding requirements or deployments have not been appraised by any bank or
financial institution. We may also have to revise our funding requirements and deployment from time to time on
account of various factors, such as change in costs, including due to inflation or increase in the rate of taxation or
change in the rate of currency exchange, revision in quotations at the time of actual expenditure, change in
financial and market conditions, our management’s analysis of economic trends and our business requirements,
changes in technology, competitive landscape as well as general factors affecting our results of operations,
financial condition, business and strategy and interest/exchange rate fluctuations or other external factors,
which may not be within the control of our management. This may entail rescheduling (including preponing the
deployment of Net Proceeds) and revising the funding requirement for a particular Object or increasing or
decreasing the amounts earmarked towards any of the aforementioned Objects at the discretion of our
management, subject to compliance with applicable law.
See “Risk Factors – 32. The objects of the Fresh Issue for which the funds are being raised have not been appraised
151by any bank or financial institutions. Any variation in the utilization of our Net Proceeds as disclosed in this
Prospectus would be subject to certain compliance requirements, including prior Shareholders’ approval.” on
page 75.
In case of any surplus amount after utilisation of the Net Proceeds towards any of the aforementioned Objects, we
may use such surplus amount towards other Objects as set out above.
In case of a shortfall in meeting the aforementioned Objects, we may explore a range of alternate funding options
including utilizing our internal accruals and availing future debt from lenders. We believe that such alternate
funding arrangements would be available to fund any such shortfalls.
Details of the utilisation of Net Proceeds
1. Repayment/ prepayment/ redemption, in full or in part, of certain borrowings availed by our
Company
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 bonds. As
on April 30, 2025, our Company’s aggregate outstanding borrowings was ₹ 3,819.67 million, on a
consolidated basis. For further details, including indicative terms and conditions, see “Restated
Consolidated Financial Information – Note 19 - Borrowings” and “Financial Indebtedness” on pages 372
and 436, respectively.
Our Company intends to utilise an aggregate amount of ₹ 1,140.00 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. Such
prepayment charges, as applicable, will be funded by the Company from its internal accruals.
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 facilities (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 ₹ 1,140.00 million from the Net Proceeds, subject to the other
factors mentioned herein.
The repayment/ pre-payment 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.
The borrowings proposed to be repaid/ prepaid or redeemed out of total borrowings of the Company on a
consolidated basis, have been approved by our Board by way of a resolution dated June 18, 2025, and such
selection is based on various factors including (i) cost of the borrowings, including applicable interest
rates; (ii) any conditions attached to the borrowings restricting our ability to prepay the borrowings and
time taken to fulfil such requirements; (iii) receipt of consents for prepayment or waiver from any
conditions attached to such prepayment from our respective lenders (iv) terms and conditions of such
consents and waivers; (v) levy of any prepayment penalties and the quantum thereof; and (vi) other
commercial considerations including, among others, nature of interest rate, the outstanding amount and the
remaining repayment tenure.
The following table sets forth details of certain borrowings availed by our Company, which are outstanding
as on March 31, 2025, out of which our Company may repay/ prepay/ redeem, all or a portion of, any or
all of the borrowings, from the Net Proceeds:
152Principal
amount
Sanctioned
outstanding Interest
amount as
as on rate/ coupon Repayment
on March
Sr. Nature of Date of Date of March 31, rate as on schedule/ Penalty for Purpose and actual
Name of the lender 31, 2025 (in
No. borrowing sanction disbursement 2025 (in ₹ March 31, Maturity prepayment utilisation of borrowing
₹ million,
million, 2025 (% per date/ tenor
unless stated
unless annum)
otherwise)
stated
otherwise)
1. Ta ta Capital Limited Term loan August 10, September 26, 250.00 41.67 12.30% 36 months 2% on the amount Fresh capital/capital
2022 2022 and prepaid and ‘nil’ in case reimbursement/ security
October 13, prepayment is done from deposits for new and
2022 own sources existing centres.
2. Ta ta Capital Limited Term loan June 26, 2023 June 30, 2023 200.00 88.89 11.20% 36 months 2% on the amount Fresh capital/capital
prepaid and ‘nil’ in case reimbursement/ security
prepayment is done from deposits for new and
own sources existing centres.
3. A ditya Birla Finance Term loan June 13, 2023 June 30, 2023 700.00 527.30 10.75% 84 months 1% of prevailing Refinancing of existing
Limited and principal outstanding term loan of ICICI Bank
September 13, amount in case of and general corporate
2023 takeover, 0.50% in case purposes.
it is paid from own
sources within three
years and ‘nil’ thereafter
4. D eutsche Investments Non- March 2, March 13, 1,250.00 625.00 15.035% 48 months 2% of the amount being a. Reimbursement of capital
India Private Limited convertible 2023 2023 prepaid and ‘nil’ in case expenditure incurred during
Bonds prepayment is done the six months prior to date
pursuant to the proceeds of bond deed.
from the initial public b. Capital expenditure to be
offer. incurred by our Company in
relation to its business.
c. For the payment of cost,
fees and expense in
connection with the issue of
bonds.
5. In dian Bank Term Loan February 14, Tranche 1 - 720.00 410.21 9.65% 48 months 2% or at such rates as per Refinancing of existing
2023 March 15, for ₹ 291.70 the bank’s rules in force, term loan of Axis Bank and
2023 million on the applicable towards business purpose,
drawing limit or on the meeting capital expenditure
Tranche 2 – 60 months balance outstanding, requirement.
153Principal
amount
Sanctioned
outstanding Interest
amount as
as on rate/ coupon Repayment
on March
Sr. Nature of Date of Date of March 31, rate as on schedule/ Penalty for Purpose and actual
Name of the lender 31, 2025 (in
No. borrowing sanction disbursement 2025 (in ₹ March 31, Maturity prepayment utilisation of borrowing
₹ million,
million, 2025 (% per date/ tenor
unless stated
unless annum)
otherwise)
stated
otherwise)
March 29, for ₹ 428.30 whichever is higher
2023 million
Total 3,120.00 1,693.07
The above table has been certified by (i) the Statutory Auditors, pursuant to their certificate dated June 18, 2025; and (ii) by Ray & Ray, Chartered Accountants (firm registration number: 301072E), pursuant to their
certificate dated July 4, 2025. In accordance with the SEBI ICDR Regulations, the certificate dated June 18, 2025 from the Statutory Auditors certified the utilisation of above borrowings for the purposes they were
availed. For further details, including indicative terms and conditions, see “Restated Consolidated Financial Information – Note 19 - Borrowings” and “Financial Indebtedness” on pages 372 and 436, respectively.
1542. Capital expenditure for fit-outs in the New Centres and for security deposits of the New Centres
Our managed Campus platform consists of a total SBA of 8.99 million square feet across 50 Centres in 15
cities such as Bengaluru (Karnataka), Pune (Maharashtra), Hyderabad (Telangana), Gurugram (Haryana),
Mumbai (Maharashtra), Noida (Uttar Pradesh) and Chennai (Tamil Nadu), with 203,118 Capacity Seats,
as of March 31,2025, break-up of which is provided in the table below:
As on March 31, 2025 As on June 30, 2025
SBA (in Number SBA (in
Particulars Capacity Number Capacity
million of million
Seats of Centres Seats
square feet) Centres square feet)
Operational Centres^ 8.09 46 183,613 8.31 48* 190,421
Fit-outs Centres 0.72 3 15,494 0.70 2 15,042
Centre(s) yet to be 0.18 1 4,011 1.07 4# 26,085
handed over(1)
Total 8.99 50 203,118 10.08 54 231,548
(1) Refers to Centres which are yet to be handed over to us by the respective Landlords as on March 31, 2025 and as on June 30,
2025, respectively, which are presently not operational. The Capacity Seats of such Centres may undergo change when the Centres
becomes Operational on account of actual designs and interiors of the Centre.
*Includes (i) an Operational Centre as on June 30, 2025, which was a Fit-Outs Centre as of March 31, 2025, and (ii) a new
Operational Centre in respect of which the lease became effective post March 31, 2025.
^ Includes SBA of 0.06 million square feet in two centres in Mumbai (Maharashtra) wherein our Company only manages the
operations of the Centres leased by the Clients from the Landlord.
# Includes (i) a Centre which was yet to be handed over as of March 31, 2025 and (ii) three new Centres taken on lease by our
Company, which is yet to be handed over by the respective Landlords as on June 30, 2025.
As on June 30, 2025, we have also signed non-binding letters of intent/MoUs with Landlords for an
additional SBA of 1.46 million square feet across three Centres in Pune (Maharashtra), Kolkata (West
Bengal) (partially handed over to the extent of 0.02 million square feet which has been excluded) and
Mumbai (Maharashtra).
As on June 30, 2025, we have signed term sheets with Landlords in Gurugram (Haryana) for a Centre
with a total SBA of 450,000 square feet under the variable rental business model, of which SBA of 33,504
square feet has been operationalised pursuant to agreements entered into by our Company with the
Landlord and each of the respective Client(s). For details, see “Our Business – Our Strategies” on page
272.
As a part of our business strategy, we will continue to lease large/ entire properties across India and grow
our portfolio. We will endeavour to offer enhanced and superior workspace experiences through various
value-added services and amenities in our Centres that help in well-being of our Clients’ employees. For
details, see “Our Business – Our Strategies – We intend to capitalise our market leadership, learnings,
and expertise to further scale our core business” on page 272.
As of March 31,2025, the number of Centres of our Company was 50. The number of Centres of our
Company has grown from 39 Centres in Fiscal 2023 to 41 Centres in Fiscal 2024 to 50 Centres in Fiscal
2025. In line with our growth strategy, we intend to increase the number of centres we operate by opening
new centres in India. We intend to open new centres of different sizes in the next two Fiscals, primarily
in cities such as Pune (Maharashtra), Bengaluru (Karnataka), Hyderabad (Telangana), Mumbai
(Maharashtra), Gurugram (Haryana), Kolkata (West Bengal), Chennai (Tamil Nadu), and Noida (Uttar
Pradesh). (“New Centres”).
The average SBA added by our Company through new Centres in the last three Fiscals, is set out in the
table below:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Average SBA of new Centres (in square feet)* 224,941 379,011 289,734
*SBA of Centres added under the straight lease model in Tier 1 Cities in India.
Our Company proposes to utilise an aggregate of ₹ 2,258.40 million towards capital expenditure, out of
which (i) ₹ 1,911.60 million is proposed for fit-outs in the New Centres having a cumulative SBA of 1.20
million square feet; and (ii) ₹ 346.80 million is proposed for security deposits of the New Centres.
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
155aforesaid intended objects in different proportion, subject to the overall utilisation of ₹ 2,258.40 million
towards Capex.
The fit-out expenditure for the New Centres in the next two Fiscals (i.e. Fiscals 2026 and 2027) are
proposed to be funded from the Net Proceeds, as above. Our Board by way of its resolution dated June
18, 2021 has approved the proposal for fit-out expenditure for the New Centres in the Fiscals 2026 and
2027.
The following table sets forth certain details of fit-outs in respect of our Centres in cities mentioned and
for the periods set forth below:
Fiscal 2025 Fiscal 2024 Fiscal 2023
SBA (in SBA (in SBA (in
million square Fit-outs million square Fit-outs million square Fit-outs
City*
feet) on which cost (in ₹ feet) on which cost (in ₹ feet) on which cost (in ₹
fit-outs cost million)^ fit-outs cost million)^ fit-outs cost million)^
was incurred was incurred was incurred
Ahmedabad 0.00 8.78 0.02 43.74 0.02 37.95
(Gujarat)
Bengaluru 0.26 308.13 0.41 494.02 0.67 801.21
(Karnataka)
Coimbatore (Tamil 0.02 63.23 - - - -
Nadu)
Chennai (Tamil 0.17 220.53 0.01 13.08 0.02 28.52
Nadu)
Delhi 0.00 0.62 0.00 1.13 0.02 24.40
Gurgaon (Haryana) 0.26 330.72 0.10 126.78 0.00 8.01
Hyderabad 0.07 96.00 0.13 142.71 0.57 648.46
(Telangana)
Indore (Madhya 0.03 48.29 0.02 29.19 0.06 104.08
Pradesh)
Jaipur (Rajasthan) 0.00 1.23 0.00 1.51 0.04 79.77
Kochi (Kerala) 0.00 0.92 0.01 17.51 - -
Kolkata (West 0.06 84.33 0.08 130.08 0.01 7.35
Bengal)
Mumbai 0.11 208.54 0.04 68.97 0.05 84.66
(Maharashtra)
Noida (Uttar 0.21 277.88 0.12 158.88 0.21 276.40
Pradesh)
Pune (Maharashtra) 0.73 834.28 0.55 589.09 0.78 1,176.98
Total 1.92 2,483.48 1.49 1,816.68 2.45 3,277.80
\*Includes fit-outs for Centres incurred during the respective periods, including for the Centres which were closed during the
relevant period(s).
^Exclusive of goods and services tax.
The fit-out cost per square foot of our Company was ₹ 1,293, ₹ 1,219 and ₹ 1,336 in Fiscals 2025, 2024
and, 2023 respectively, and this variation in fit-out costs was primarily on account of Client fit-out
preferences, and increases in costs of raw materials and labour costs.
We propose to deploy the Net Proceeds towards fit-outs in the New Centres in accordance with the
estimated schedule of implementation and deployment of funds as set forth in the table below:
(in ₹ million)
Amount to be deployed from the Net
Amount to be deployed from the Net Proceeds
Sr. No. Proceeds
(in Fiscal 2026)
(in Fiscal 2027)
1. 1,481.27 430.33
Details of capital expenditure for fit-outs
Set out below is the capital expenditure for fit-outs:
(in ₹ million)
156Particulars Cost towards New Centres^*
Capital expenditure for fit-outs# 1,911.60
#This amount includes estimated GST.
^ This amount calculated based on the quotations received from vendors, which has been certified by Isotect Design Studio,
independent architect pursuant to certificate dated July 3, 2025. The calculation has been done considering 1.20 million
square feet area.
*See “- Methodology for Computation” on page 159.
The above estimated cost may increase or decrease depending on the revised commercial terms, rate of
inflation or other macro-economic factors, amongst others. In the event of any increased estimated cost,
such additional cost shall be funded through alternate funding options such as internal accruals and/ or
availing future debt from lenders.
The fit-outs of the New Centres comprises of the following:
Fit-outs Particulars
Civil and interior 1. Dismantling works
2. Masonry/plastering works
3. Flooring works
4. Partition works
5. Mill works
6. Wall finish
7. Ceiling works
8. Painting works
9. Door works
10. Miscellaneous works
11. Sanitary fixtures and fittings
12. Plumbing works
13. External signage
Electrical 1. Electrical works
2. Fire-fighting works
3. Electrical light fixtures
4. Decorative lights
5. Fire alarm
6. Public address system
Heating, ventilation and air conditioning (HVAC) 1. Heating, ventilation and air conditioning
work
Furniture and fixture 1. Modular furniture
2. Loose furniture
3. Chairs
Security and networking 1. Close circuit television (CCTV), wi-fi cabling
2. Information technology passive networking
3. Uninterruptable power supply system (UPS)
Flooring 1. Carpet
2. False flooring
A detailed break-down of the capital expenditure for fit-outs, based on valid and existing quotations:
Cost per
square feet Quotation Expiry Date
Category Particulars Vendor Name
(inclusive of Date of Quotation
GST) (₹)
Civil & Dismantling Works 5.90 Jakhad Enterprises LLP 26 May 2025 26 April 2026
Interior Masonry/Plastering 23.60 Jakhad Enterprises LLP 26 May 2025 26 April 2026
Works
Flooring Works 23.60 Jakhad Enterprises LLP 26 May 2025 26 April 2026
Partition Works 141.60 Jakhad Enterprises LLP 26 May 2025 26 April 2026
Mill Works 47.20 Jakhad Enterprises LLP 26 May 2025 26 April 2026
Wall Finish 11.80 Jakhad Enterprises LLP 26 May 2025 26 April 2026
Ceiling Works 82.60 Jakhad Enterprises LLP 26 May 2025 26 April 2026
Painting Works 23.60 Jakhad Enterprises LLP 26 May 2025 26 April 2026
Door Works 27.14 Jakhad Enterprises LLP 26 May 2025 26 April 2026
157Cost per
square feet Quotation Expiry Date
Category Particulars Vendor Name
(inclusive of Date of Quotation
GST) (₹)
Miscellaneous 17.70 Jakhad Enterprises LLP 26 May 2025 26 April 2026
Works
Sanitary Fixtures & 11.80 Jakhad Enterprises LLP 26 May 2025 26 April 2026
Fittings
Plumbing Works 11.80 Jakhad Enterprises LLP 26 May 2025 26 April 2026
External Signage 8.26 Jakhad Enterprises LLP 26 May 2025 26 April 2026
Graphics 11.80 Jakhad Enterprises LLP 26 May 2025 26 April 2026
Subtotal - Civil & Interior (A) 448.40
Electrical Electrical Works 153.40 Pentas Engineering 26 May 2025 26 April 2026
Projects Private Limited
Fire Fighting Works 17.70 PASCOM Fire and 26 May 2025 26 April 2026
Security Systems Private
Limited
Electrical Light 29.50 Pentas Engineering 26 May 2025 26 April 2026
Fixtures Projects Private Limited
Decorative Lights 11.80 Pentas Engineering 26 May 2025 26 April 2026
Projects Private Limited
Fire Alarm Works 17.70 PASCOM Fire and 26 May 2025 26 April 2026
Security Systems Private
Limited
PA System Works 5.90 PASCOM Fire and 26 May 2025 26 April 2026
Security Systems Private
Limited
Subtotal – Electrical (B) 236.00
HVAC HVAC 259.60 NA System Private 26 May 2025 26 April 2026
Works Limited
Subtotal - HVAC Works (C) 259.60
Furniture and Modular Furniture 182.90 Ask Modular System 26 May 2025 26 April 2026
Fixture LLP
Loose Furniture 59.00 Albans Projects Private 26 May 2025 26 April 2026
Limited
Chairs 59.00 Ask Modular System 26 May 2025 26 April 2026
LLP
Subtotal -Furniture & Fixture (D) 300.90
Security and CCTV/ACS/Wifi 3.54 Triangular Automation 26 May 2025 26 April 2026
Networking Cabling Private Limited
IT Passive 55.46 Triangular Automation 26 May 2025 26 April 2026
Networking Private Limited
UPS 47.20 Iluminar Engineering 26 May 2025 26 April 2026
Services Private Limited
Subtotal- Security and 106.20
Networking (E)
Flooring Carpet 59.00 Magnifyde Floorings 26 May 2025 26 April 2026
Private Limited
False Flooring 182.90 United Office Systems 26 May 2025 26 April 2026
Private Limited
Subtotal – Flooring (F) 241.90
Total(G)=(A)+(B)+(C)+(D)+ 1,593.00
(E)+(F)
All quotations received from the vendor mentioned above are valid as on the date of this Prospectus and
for a period of 11 months from the date of the quotation. However, our Company has not entered into any
definitive agreements with the vendors and there can be no assurance that the same vendors would be
engaged eventually to supply the requisite equipment/ fit-outs or supply at the same costs. If there is any
increase in the costs of equipment/ fit-outs, the additional costs shall be paid by our Company from its
158internal accruals or through debts to be availed from lenders or through other modes of funding. The
quantity of equipment/ fit-outs to be purchased is based on the present estimates of our management. Our
Company shall have the flexibility to deploy such equipment/ fit-outs according to the business
requirements. For details, see “Risk Factors- 18. We have not entered into any definitive arrangements to
utilize certain portions of the Net Proceeds of the Offer and our funding requirements may be subject to
change on account of commercial and other technical factors.” on page 65.
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 1.20
million square feet in respect of the New Centres, as has been certified by a certificate dated July 3, 2025,
issued by Isotect Design Studio, independent architect.
Details of security deposit paid
Our Company occupies the Centres’ premises on a leasehold basis by entering into lease agreements with
Landlords, typically for a period ranging from 10 to 15 years. In terms of such lease agreements our
Company is required to furnish an interest free security deposit to the respective Landlords at the time of
signing the lease arrangements, which is typically equivalent to the rental between 3-6 months.
Our Company proposes to utilise an aggregate of ₹ 346.80 million from the Net proceeds towards security
deposits for the New Centres.
The average security deposit per square feet is as follows:
Particulars Total
Average security deposit per square feet in Fiscal 2023 (in ₹) (A) 283.00
Average security deposit per square feet in Fiscal 2024 (in ₹) (B) 289.00
Average security deposit per square feet in Fiscal 2025 (in ₹) (C) 485.00
Average of security deposit per square feet in Fiscal 2025, 2024 and 2023 (in ₹) 352.00
(simple average of A, B and C) (“Average Security Deposit”)
The average security deposit, as mentioned in the table above, has been determined based on the average
of the cost incurred by our Company towards security deposits during Fiscal 2023, 2024 and 2025.
The total estimated costs for payment of security deposit for the periods mentioned are as follows:
Estimated total security deposit in Fiscal 2026 Estimated total security deposit in Fiscal
Sr. No.
(in ₹ million) 2027 (in ₹ million)
1. 393.09 114.19
Note: Estimated total security deposit for the Fiscals 2026 and 2027 have been calculated based on the Average Security Deposit
and 1.20 million SBA in respect of the New Centres.
Note: In respect of the above estimate total security deposit for the Fiscals 2026 and 2027, annual rate of escalation has not been
considered.
Our Company proposes to utilise an aggregate of ₹ 346.80 million from the Net Proceeds towards security
deposits for the New Centres in the following manner:
Estimated total security deposit to be funded Estimated total security deposit to be
Sr. No. from the Net Proceeds in Fiscal 2026 (in ₹ funded from the Net Proceeds in Fiscal
million) 2027 (in ₹ million)
1. 268.73 78.07
Note: Additional security deposit for the Fiscals 2026 and 2027, shall be funded through internal accruals of the Company.
Further, security deposit pursuant to lease rental escalation shall be funded through internal accruals of the Company.
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.
159Government Approvals
Our New Centres will have to be registered under the respective shops and establishments legislations
and/or obtain trade licenses under respective municipalities. The New Centres may also have to obtain
GST registration, contract labour registration and trade licenses. Our Company will apply for the relevant
approvals in due course and in accordance with applicable laws, wherever applicable. For further details,
see “Key Regulations and Policies in India” and “Government and Other Approvals” on pages 285 and
456, respectively.
3. General corporate purposes
The Net Proceeds will first be utilised for the Objects as set out above. Our Company intends to deploy
any balance left out of the Net Proceeds towards general corporate purposes, as approved by our
management, from time to time, subject to such utilisation for general corporate purposes not exceeding
25% of the Gross Proceeds, in compliance with the SEBI ICDR Regulations.
The allocation or quantum of utilisation of funds towards the specific purposes described above will also
be determined by our Board, based on our business requirements and other relevant considerations, from
time to time. Our management, in accordance with the policies of the Board, shall have the flexibility in
utilising surplus amounts, if any, subject to applicable laws.
Such general corporate purposes may include, but are not restricted to, the following:
(i) meeting ongoing general corporate expenses, exigencies and contingencies;
(ii) funding organic and inorganic growth opportunities, including acquisitions;
(iii) marketing and brand building exercises;
(iv) funding working capital requirements of our Company and Subsidiaries;
(v) investment in our Subsidiaries by way of subscription to their equity shares; or
(vi) any other purpose as may be approved by the Board or a duly appointed committee from time
to time, subject to compliance with the Companies Act.
Means of finance
The fund requirements set out above are proposed to be funded from the Net Proceeds. Accordingly, we
confirm that there are no requirements to make firm arrangements of finance under Regulation 7(1)(e)
of the SEBI ICDR Regulations through verifiable means towards at least 75% of the stated means of
finance, excluding the amount to be raised from the Offer. In case of a shortfall in the Net Proceeds or
any increase in the actual utilisation of funds earmarked for the Objects, our Company may explore a
range of options including utilising our internal accruals.
Offer related expenses
The total expenses of the Offer are estimated to be approximately ₹ 635.16 million.
The expenses of this Offer included, among others, listing fees, underwriting commission, selling
commission and brokerage, fees payable to the BRLMs, fees payable to legal counsel, auditors, the
Registrar to the Offer, Bankers to the Offer, or any other advisors to the Offer, processing fee to the
SCSBs for processing application forms, brokerage and selling commission payable to members of the
Syndicate, Registered Brokers, CRTAs 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.
Other than the listing fees and audit fees (unrelated to the Offer), which shall be solely borne by the
Company, all costs, charges, fees and expenses that are associated with and incurred in connection with
the Offer, including inter-alia, filing fees, Book Building fees and other charges, fees and expenses of
the SEBI, the Stock Exchanges, the RoC and any other Governmental Authority, advertising (except any
160advertisements constituting corporate communication not related to the Offer which shall be solely borne
by the Company), printing, road show expenses, fees and expenses of the legal advisors to the Company
and the legal advisors to the BRLMs as to Indian law and the international legal advisors to the BRLMs
(if any, appointed), fees and expenses of the statutory auditors, Registrar to the Offer fees and broker
fees (including fees for procuring of applications), bank charges, fees and expenses of the BRLMs, fees
payable to the underwriters, Syndicate Members, Self-Certified Syndicate Banks, other Designated
Intermediaries and any other consultant, advisor or third party in connection with the Offer shall be borne
by the Company and the Selling Shareholders in proportion to the number of Equity Shares issued and/or
transferred by the Company and the Selling Shareholders in the Offer, respectively, within the time
prescribed under the agreements to be entered into with such persons, and in accordance with Applicable
Law. It is further clarified that, in the event the Offer is not successfully completed and/or withdrawn
and/or abandoned, all such cost and expenses shall be borne by the Company and the Selling
Shareholders in accordance with Applicable Laws.
The estimated Offer related payments, expenses and taxes to be borne by the Selling Shareholders, will
be deducted from the proceeds of the Offer for Sale, in proportion to the Offered Shares. In the event,
any cost or expense is paid by our Company on behalf of the Selling Shareholders in the first instance, it
will be reimbursed to our Company, by the Selling Shareholders in proportion to the Offered Shares,
directly from the Public Offer Account. Each Selling Shareholder authorises the Company to deduct
from the proceeds of the Offer for Sale from the Offer, expenses of the Offer required to be borne by
such Selling Shareholder in proportion to the Offered Shares, or as may be mutually agreed in accordance
with Applicable Law. Further, our Company and the Selling Shareholders will be liable for their
respective portions of the expenses of the Offer related expenses in the manner mentioned above, to the
extent due and accrued, irrespective of whether the Offer is unsuccessful or abandoned or withdrawn or
not completed for any other reason whatsoever.
The break-up of the estimated Offer expenses are set forth in the table below:
(in ₹ million, unless stated otherwise)
As a % of the As a % of
Estimated
S. No Activity total estimated the total
expenses*
Offer expenses Offer size
1. Fees payable to the BRLMs and commissions including 212.28 33.42 3.64
underwriting commission, brokerage and selling
commission, as applicable
2. Selling commission and processing fees for SCSBs (1)(2) 17.94 2.82 0.31
and Bidding Charges for Members of the Syndicate,
Registered Brokers, CRTAs and CDPs(1)(2)(3)(4)(5)(6)
3. Fees payable to the Registrar to the Offer Negligible Negligible Negligible
4. Other expenses:
(i) Listing fees, SEBI filing fees, upload fees, BSE and 43.89 6.91 0.75
NSE processing fees, book building software fees,
NSDL and CDSL fees and other regulatory expenses
(ii) Printing and stationery expenses 13.68 2.15 0.23
(iii) Advertising and marketing expenses 87.69 13.81 1.51
(iv) Fees payable to the legal counsel 92.90 14.64 1.59
(v) Fees payable to the Statutory Auditors and other 129.03 20.31 2.21
advisors to the Offer#
(vi) Miscellaneous 37.75 5.94 0.65
Total estimated Offer expenses 635.16 100.00 10.89
* Offer expenses include goods and services tax, where applicable.
# The other advisors to the Offer include independent chartered accountant, independent architect and practising company
secretary, amongst others .
(1) Selling commission payable to the SCSBs on the portion for RIBs, Non-Institutional Bidders and Eligible Employee Bidders
which are directly procured and uploaded by the SCSBs, would be as follows:
Portion for RIBs* 0.30% of the Amount Allotted (Exclusive of applicable taxes)
Portion for Non-Institutional Bidders* 0.15% of the Amount Allotted (Exclusive of applicable taxes)
Portion for Eligible Employees* 0.20% of the Amount Allotted (Exclusive of applicable taxes)
* Amount Allotted is the product of the number of Equity Shares Allotted and the Offer 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.
161No processing fees shall be payable by our Company and any of the Selling Shareholders to the SCSBs on the applications
directly procured by them.
(2) Processing fees payable to the SCSBs on the portion for RIBs, Non-Institutional Bidders and Eligible Employee(s) (excluding
UPI Bids) 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, Non-Institutional Bidders and ₹10 per valid application (Exclusive of applicable taxes)
Eligible Employees*
*Processing fees payable to the SCSBs for capturing Syndicate Member/sub-Syndicate (Broker)/sub-broker code on the ASBA
Form for Non-Institutional Bidders and QIBs with Bids above ₹500,000 would be ₹10 Exclusive of applicable taxes, per valid
application.
The total processing fees payable to SCSBs as mentioned above will be subject to a maximum cap of ₹1 million (Exclusive of
applicable taxes). In case the total uploading charges/processing fees payable exceeds ₹1 million (Exclusive of applicable
taxes), then the amount payable to SCSBs, would be proportionately distributed based on the number of valid applications
such that the total uploading charges /processing fees payable does not exceed ₹1 million (Exclusive of applicable taxes)
(3) Brokerage, selling commission and processing/uploading charges on the portion for RIBs (using the UPI mechanism), Eligible
Employee Bidders and Non-Institutional Bidders 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 (Exclusive of applicable taxes)
Portion for Non-Institutional Bidders* 0.15% of the Amount Allotted (Exclusive of applicable taxes)
Portion for Eligible Employees* 0.20% of the Amount Allotted (Exclusive of applicable taxes)
* Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price.
The selling commission payable to the Syndicate / Sub-Syndicate Members will be determined (i) for RIBs, Non- Institutional
Bidders and Eligible Employees (up to ₹ 0.50 million), on the basis of the application form number / series, provided that the
Bid cum Application Form 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; and (ii) for Non-Institutional
Bidders (above ₹ 0.50 million), Syndicate ASBA form bearing SM Code and
Sub-Syndicate code of the application form submitted to SCSBs for blocking of the fund and uploading on the exchanges
platform by SCSBs. 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 Syndicate / Sub Syndicate members
and not the SCSB.
(4) Bidding Charges payable to members of the Syndicate (including their sub-Syndicate Members) on the applications made
using 3-in-1 accounts would be ₹10 (Exclusive of applicable taxes), per valid application bid by the Syndicate (including their
sub-Syndicate Members). Bidding charges payable to SCSBs on the QIB Portion and NIIs (excluding UPI Bids) which are
procured by the Syndicate/sub-Syndicate/Registered Broker/RTAs/ CDPs and submitted to SCSBs for blocking and uploading
would be ₹10 per valid application (Exclusive of applicable taxes)
The total processing fees payable to Syndicate (Including their Sub syndicate Members) as mentioned above will be subject to
a maximum cap of ₹2.00 million (Exclusive of applicable taxes). In case the total uploading charges/processing fees payable
exceeds ₹2.00 million (Exclusive of applicable taxes), then the amount payable to Members of the Syndicate (Including their
Sub syndicate Members), would be proportionately distributed based on the number of valid applications such that the total
uploading charges / processing fees payable does not exceed ₹2.00 million (Exclusive of applicable taxes)
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.
Selling commission/ bidding charges payable to the Registered Brokers on the portion for RIBs, Eligible Employees procured
through UPI Mechanism and Non-Institutional Bidders which are directly procured by the Registered Broker and submitted
to SCSB for processing, would be as follows:
Portion for RIBs, Non-Institutional Bidders ₹10 per valid application (Exclusive of applicable taxes)
and Eligible Employees
Uploading charges/ Processing fees for applications made by RIBs using the UPI Mechanism would be as under:
Members of the Syndicate / RTAs / CDPs / ₹10 per valid application (Exclusive of applicable taxes)
Registered Brokers*
Sponsor Bank(s) HDFC Bank Limited - ₹ Nil/- per valid Bid cum Application Form (Exclusive of
applicable taxes). The Sponsor Bank shall be responsible for making payments to
the third parties such as remitter bank, NPCI and such other parties as required
in connection with the performance of its duties under the SEBI circulars, the
162Syndicate Agreement, and other applicable laws.
Kotak Bank Limited up to ₹0.33 million UPI transaction is free and after that
₹6.50 per valid Bid cum Application Form (Exclusive of applicable taxes). The
Sponsor Bank shall be responsible for making payments to the third parties such
as remitter bank, NPCI and such other parties as required in connection with the
performance of its duties under the SEBI circulars, the Syndicate Agreement, 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 ₹5.00 million (Exclusive of applicable taxes). In case the total uploading charges/processing fees
payable exceeds ₹5.00 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 ₹5.00 million. (Exclusive of applicable taxes).
All such commissions and processing fees set out above shall be paid as per the timelines in terms of the Syndicate Agreement
and Cash Escrow and Sponsor Bank Agreement. The processing fees for applications made by UPI Bidders may be released
to the remitter banks (SCSBs) only after such banks provide a written confirmation on compliance with the UPI Circulars and
such payment of processing fees to the SCSBs shall be made in compliance with the UPI Circulars.
Interim use of Gross Proceeds
The Gross Proceeds shall be retained in the Public Offer Account until receipt of the listing and trading approvals
from the Stock Exchanges by our Company. Pending utilization of the Net Proceeds for the purposes described
above, our Company undertakes to deposit the Net Proceeds only in one or more scheduled commercial banks
included in the second schedule of the Reserve Bank of India Act, 1934, as amended and until the payment of all
Offer expenses, the Offer expenses shall remain in the Public Offer Account. In accordance with the Companies
Act 2013 and other applicable laws, our Company confirms that no lien shall be created on the Net Proceeds in
any manner and it shall not use the Gross Proceeds for buying, trading or otherwise dealing in shares of any other
listed company or for any investment in the equity markets or in any other manner not disclosed hereinabove.
Bridge loan
As on the date of this Prospectus, our Company has not raised any bridge loans which are required to be repaid
from the Net Proceeds.
Monitoring of utilisation of funds
Our Company has appointed the Monitoring Agency in accordance with Regulation 41 of the SEBI ICDR
Regulations prior to the filing of the Red Herring Prospectus with RoC. Our Audit Committee and the Monitoring
Agency will monitor the utilisation of the Gross Proceeds and the Monitoring Agency shall submit the report
required under Regulation 41(2) of the SEBI ICDR Regulations, on a quarterly basis, until such time as the Gross
Proceeds have been utilized in full. 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 and continue to disclose the utilisation of the Gross Proceeds, including interim use
under a separate head in our balance sheet for such fiscal periods as required under the SEBI ICDR Regulations,
the SEBI Listing Regulations and any other applicable law, clearly specifying the purposes for which the Net
Proceeds have been utilized, until the time any part of the Fresh Issue proceeds remains unutilized. Our Company
will also, in its balance sheet for the applicable fiscal periods, provide details, if any, in relation to all such Net
Proceeds that have not been utilized, if any, of such currently unutilized Net Proceeds. Further, our Company, on
a quarterly basis, shall include the deployment of Net Proceeds under various heads, as applicable, in the notes to
our consolidated financial results. Such heads will include an item by item description for all the expense heads
and sub-heads disclosed under each of the Objects of the Offer, as set out in this Prospectus.
Pursuant to Regulation 32(3) and Part C of Schedule II 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. The Audit
Committee shall make recommendations to our Board for further action, if appropriate. On an annual basis, our
Company shall prepare a statement of funds utilized for purposes other than those stated in this Prospectus and
place it before the Audit Committee and make other disclosures as may be required until such time as the Net
Proceeds remain unutilized. Such disclosure shall be made only until such time that all the Net Proceeds have
been utilized in full. The statement shall be certified by the statutory auditor of our Company and such certification
shall be provided to the Monitoring Agency. Further, since our Company intends to utilize a portion of the Gross
Proceeds towards certain inorganic growth through acquisition and other strategic initiatives, details pertaining to
163such acquisitions, as and when undertaken, will be published on the website of our Company and will be disclosed
to the Stock Exchanges in accordance with Regulation 30 and Part A of Schedule III, of the SEBI Listing
Regulations. 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 Fresh Issue from the Objects; and (ii) details of category wise variations in the
actual utilisation of the proceeds of the Fresh Issue from the Objects.
Variation in the Objects
In accordance with Sections 13(8) and 27 of the Companies Act 2013, our Company shall not vary the stated
Objects in terms of amount and period, unless our Company is authorised to do so by way of a special resolution
of its Shareholders. In addition, the notice issued to the Shareholders in relation to the passing of such special
resolution (“Notice”) shall specify the prescribed details and be published in accordance with the Companies Act
2013. The Notice shall simultaneously be published in the newspapers, one in English and one in Hindi, the
vernacular language of the jurisdiction where our Registered and Corporate Office is situated. Pursuant to Section
13(8) of the Companies Act, 2013, the Promoters or controlling Shareholders 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 pricing of
the Equity Shares, in accordance with the Companies Act, 2013 and the SEBI ICDR Regulations.
Appraising entity
None of the Objects for which the Net Proceeds will be utilised have been appraised by any external agency or
any bank/ financial institution.
Other confirmations
Except to the extent of the proceeds received by the Promoter Selling Shareholders pursuant to the Offer for Sale,
no part of the Net Proceeds will be paid to our Promoters, members of the Promoter Group, Directors, Group
Companies, Key Managerial Personnel or Senior Management. Our Company has neither entered into nor has
planned to enter into any arrangement/ agreements/ transactions with our Promoters, members of the Promoter
Group, Directors, Key Managerial Personnel, Senior Management or our Group Companies, in relation to the
utilisation of the Net Proceeds.
164BASIS FOR THE OFFER PRICE
The Price Band and the Offer Price will be determined on the basis of assessment of market demand for the Equity
Shares offered through the Book Building Process and on the basis of quantitative and qualitative factors as
described below. The face value of the Equity Shares is ₹10 each and the Offer Price is 40.7 times the face value
of the Equity Shares.
Bidders should read the below mentioned information along with the sections titled “Risk Factors”, “Our
Business”, “Financial Information” and “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” on pages 39, 248, 338 and 400, respectively, to have an informed view before making an
investment decision.
Qualitative factors
Some of the qualitative factors which form the basis for computing the Offer Price are as follows:
1. Our market leadership backed by scale and steady growth.
(a) As of March 31, 2024, we were the largest managed campus operator, amongst the benchmarked
operators in terms of total stock, with a lease signed portfolio of 8.0 million square feet (Source:
CBRE Report)
(b) Our pan-India presence in key clusters, value centric pricing and our ability in leasing entire / large
properties, make us a suitable partner for the Clients in the mid to large Enterprises.
2. Our ability to lease and transform entire / large properties across India’s key office clusters into amenities
rich ‘Smartworks’ branded Campuses.
(a) As of March 31, 2025, we are present across 14 Indian cities and in Singapore. The 28 key clusters
identified across Tier 1 cities account for around 80% of total flexible workspace stock in these
cities (Source: CBRE Report)
(b) As we focus to lease large/ entire properties, it allows us to incorporate daily life aspirational
amenities, such as cafeterias, sport zones, Smart Convenient Stores, gyms, crèches and medical
Centres.
3. Our focus on acquiring Enterprise Clients with higher Seat requirements as well as emerging mid to large
Enterprises and grow with them.
(a) We cater to the needs of all team sizes, from under 50 to over 6,300 Seats, with a specific focus on
mid and large Enterprises that typically have a requirement of over 300 Seats.
(b) Our ability to serve their pan-India customised infrastructure and operational requirements make
us a suitable preferred partner for them. Our largest Client deal size was over 6,300 Seats in Fiscal
2025, over 4,800 Seats in Fiscal 2024 and 3,500 Seats in Fiscal 2023.
4. Our execution capabilities backed by cost efficiencies, effective processes and technology infrastructure.
(a) We offer superior office experiences with aesthetically pleasing designs, by understanding our
Clients’ functional requirements and preferences to offer customised solutions.
(b) We have built a suite of integrated technological solutions to enhance our Clients’ experience,
ensure active property management capability, operational efficiency and service delivery.
5. Our financial acumen and strategic execution abilities make us capital efficient, resulting in saving our
equity on capital expenditure and working capital.
(a) We use customer deposits to fund some of our capital expenditure for fit-outs.
(b) Further, our long-term contracts and continued relationships with large Enterprise Clients enable
us to secure lease rental discounting at competitive rates from major financial institutions, using
locked-in rental payments as a collateral.
1656. Our risk mitigating strategy allows us to build a financially stable business model.
(a) Our pricing strategy strives to achieve Rental Revenue from Clients, which is at least double the
lease rentals we owe to our Landlords.
(b) We follow a diversification strategy by typically not leasing more than 30.00% space in a Centre
(over 0.15 million square feet) to a single Client.
(c) We typically enter into long term agreements with the Landlords as well as with the Clients.
For further details, see “Our Business – Our Strengths” on page 264.
Quantitative factors
Certain information presented below, relating to our Company, is derived from the Restated Consolidated
Financial Information. For further details, see “Financial Information” on page 338.
Some of the quantitative factors which may form the basis for computing the Offer Price are as follows:
1. Basic and diluted earnings per share (“EPS”):
Particulars Basic EPS (in ₹ ) Diluted EPS (in ₹ ) Weight
March 31, 2025 (6.18) (6.18) 3
March 31, 2024 (5.18) (5.18) 2
March 31, 2023 (10.57) (10.57) 1
Weighted Average (6.58) (6.58) -
Notes:
1. EPS calculations are in accordance with Ind AS 33 (Earnings per share).
2. The ratios have been computed as below:
a. Basic earnings per Equity Share (₹ ) = Restated profit/ (loss) attributed to equity Shareholders of our Company (on a
consolidated basis) for the year divided by weighted average number of Equity Shares outstanding during the year.
b. Diluted earnings per Equity Share (₹ ) = Restated profit/ (loss) attributed to equity Shareholders of our Company (on a
consolidated basis) for the year divided by weighted average number of dilutive Equity Shares outstanding during the year.
3. During Fiscal 2023, our Company has issued 850,000 share warrants. These share warrants are potential ordinary shares as
they entitle its holders to ordinary shares during the warrant exercise period. The share warrants have not been considered for
computing weighted average number of Equity Shares for diluted EPS as they are antidilutive in nature.
4. The weighted average basic and diluted EPS is a product of basic and diluted EPS for Fiscals 2025, 2024 and 2023 and
respective assigned weight, dividing the resultant by total aggregate weight.
5. 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. The time weighting factor is the
number of days for which the specific shares are outstanding as a proportion of total number of days during the year.
6. Weighted average number of Equity Shares was 102.22 million in Fiscal 2025, 96.36 million in Fiscal 2024, and 95.58 million
in Fiscal 2023 with a face value of ₹ 10 per share.
2. P/E ratio in relation to Price Band of ₹ 387 to ₹ 407 per Equity Share:
P/E at the Floor Price P/E at the Cap Price
Particulars
(no. of times) (no. of times)
Based on basic and diluted EPS for Fiscal 2025 NA# NA#
# P/E for our company is not calculable as the EPS is negative as of March 31, 2025.
3. Industry peer group P/E ratio
Particulars P/E Ratio
Highest 63.18
Lowest 63.18
Average 63.18
Note: Our Company has only one listed Industry peer. P/E ratio is based on closing price per equity share on July 3, 2025. For more
details, please see “- 6.Comparison of accounting ratios with listed industry peer”.
1664. Return on Net Worth (“RoNW”)
Particulars RoNW (%) Weight
March 31, 2025 (58.76) 3
March 31, 2024 (99.90) 2
March 31, 2023 (321.13) 1
Weighted Average (116.20)
Notes:
1. Return on Net Worth (RoNW) (%) = Restated profit / (loss) for the year attributable to the owners of our Company divided by
the Net Worth at the end of the year attributable to the owners of our Company.
2. For the purposes of the above, “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 each as applicable for our
Company on consolidated restated basis.
3. Restated Net Worth = Restated Equity Share capital plus Restated other equity less foreign currency translation reserve.
4. The weighted average RoNW is a product of RoNW for Fiscals 2025, 2024 and 2023 and respective assigned weight, dividing
the resultant by total aggregate weight.
5. Net Asset Value per Equity Share (“NAV”)
NAV per Equity Share of face value of ₹ 10 each Amount (₹ )
As at March 31, 2025 10.55
After the Offer
- At the Floor Price 48.21
- At the Cap Price 48.45
At the Offer Price 48.44*
*Adjusted for the employee discount of ₹37 per Equity Share offered to Eligible Employees Bidding in the Employee Reservation
Portion
As certified by Ray & Ray, Chartered Accountants (firm registration number: 301072E), pursuant to their certificate dated July 14,
2025.
6. Comparison of accounting ratios with listed industry peer
The following peer group has been determined based on the companies listed on the Stock Exchanges:
Closing
Face
Revenue price on Net Asset Net Asset Market
value EPS EPS
Name of from July 3, Value Value Capitaliz
per P/E (Basic) (Diluted) RoNW
the operatio 2025 (₹) “NAV” “NAV” ation
equity (x) (₹ per (₹ per (%)
Company ns (in ₹ per (in ₹ (₹ per (in ₹
share share) share)
million) equity million) share) million)
(₹)
share
Smartworks 13,740.56 10.00 NA - (6.18) (6.18) (58.76) 1,078.81 10.55 NA
Coworking
Spaces
Limited
Listed peer
Awfis 12,075.35 10.00 610.95 63.18 9.75 9.67 14.78 4,592.19 65.97 43,354.81
Space
Solutions
Limited
Source: 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.
Notes:
1. Basic and diluted earnings/ (loss) per equity share: Basic and diluted earnings/ (loss) per equity share are computed in
accordance with Indian Accounting Standard 33 notified under the Companies (Indian Accounting Standards) Rules of 2015
(as amended).
2. Return on Net Worth (%) = Restated profit/(loss) after tax for the years attributable to the owners of the Company divided by
the Net Worth at the end of the year.
3. Net asset value per equity share (₹) means Total Equity divided by weighted average number of equity shares (including
Cumulative Convertible Preference Shares classified as equity instruments) outstanding during the year.
1674. RoNW = Profit/ (loss) for the year divided by the Net Worth at the end of the year attributable to the owners of our Company
divided by the Net Worth at the end of the year.
5. 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.
6. Net worth for peer represents the Total Equity as mentioned in their annual reports for the relevant year submitted to the Stock
Exchanges.
7. Market Price for Awfis is basis closing Price on BSE as of July 3, 2025.
8. Market Capitalization for Awfis is basis closing Price on BSE as of July 3, 2025 and shareholding as of March 31, 2025 as
disclosed to BSE.
For further details of Non-GAAP measures, see “Other Financial Information” on page 395, to have a
more informed view.
7. Key Performance Indicators (“KPIs”)
The KPIs disclosed below have been used historically by our Company to understand and analyse our
business performance, which as a result, help us in analysing the growth of business in comparison to our
peers. The table below sets forth the details of the KPIs that our Company considers have a bearing for
arriving at the basis for the Offer Price. Bidders can refer to the below-mentioned KPIs to make an
assessment of our Company’s performance in various business verticals and make an informed decision.
All the KPIs disclosed below have been approved and confirmed by a resolution of our Audit Committee
dated July 4, 2025. Further, the KPIs disclosed herein have been certified by Ray & Ray, Chartered
Accountants, by their certificate dated July 14, 2025. This certificate on KPIs shall form part of the material
contracts for inspection and shall be accessible on the website of our Company at
https://smartworksoffice.com/investors/. For further details, see “Material Contracts and Documents for
Inspection” beginning on page 569. Further, the Audit Committee has on July 4, 2025 taken on record that
other than the key performance indicators set out below, our Company has not disclosed any other KPIs
during the three years preceding this Prospectus with its investors. Further, the Audit Committee has
confirmed that there are no KPIs pertaining to our Company that have been disclosed to any Promoters or
members of the Promoter Group or Directors in their capacity as Shareholders at any point of time during
the three years prior to the date of filing of this Prospectus. Our Managing Director has certified pursuant
to the certificate dated July 4, 2025 the KPIs disclosed below comprising the GAAP, Non-GAAP and
operational measures. Our Company confirms that it shall continue to disclose all the KPIs included below
in this section and in “Our Business” on page 248, on a periodic basis, at least once in a year (or any lesser
period as determined by our Board), for a duration that is the later of one year after the date of listing of
the Equity Shares on the Stock Exchanges or till the utilisation of the Net Proceeds as disclosed in “Objects
of the Offer” on page 150, or for such other duration as may be required under the SEBI ICDR Regulations.
For details of our key operating, financial and other operating metrics disclosed elsewhere in this
Prospectus, see “Our Business” and “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” on pages 248 and 400.
The management of our Company has prepared a note that inter-alia takes on record GAAP, Non-GAAP
and operational measures identified as KPIs along with the rationale for the classification of each of these
KPIs under GAAP, Non-GAAP and operational measures along with the rationale for such classification.
The note was placed before the members of our Audit Committee prior to the resolution dated July 4, 2025
approving and confirming the KPIs disclosed below.
A list of our KPIs as of and for Financial Years ended March 31, 2025, March 31, 2024 and March 31,
2023 is set out below:
(in ₹ million, unless otherwise indicated)
As at and for Fiscal
Particulars Unit
2025 2024 2023
Financial Parameters
Revenue from Operations(1) ₹ 13,740.56 10,393.64 7,113.92
Revenue from Operation Growth(2) % 32.20% 46.10% NA*
Total Income(3) ₹ 14,096.69 11,131.10 7,440.70
Total Income Growth(4) % 26.64% 49.60% NA*
168As at and for Fiscal
Particulars Unit
2025 2024 2023
EBITDA(5) ₹ 8,572.64 6,596.70 4,239.98
EBITDA Margin(6) % 62.39% 63.47% 59.60%
Adjusted EBITDA(7) ₹ 1,722.30 1,060.37 363.60
Restated Loss for the year (8) ₹ (631.79) (499.57) (1,010.46)
Restated loss for the year as a percentage % (4.48%) (4.49%) (13.58%)
of Total Income (9)
Total Equity(10) ₹ 1,078.81 500.07 314.66
Capital Employed(11) ₹ 4,071.32 3,770.66 3,055.13
Total Assets(12) ₹ 46,508.54 41,470.84 44,735.03
Return on Capital Employed(13) % 42.30% 28.12% 11.90%
Operational parameters
Cities(14) Numbers 15 13 12
Centres(15) Numbers 50 41 39
Operational Centers (16) Numbers 46 39 39
Million 8.99 8.00 6.16
Super Built Up Area(17)
square feet
Number of Capacity Seats in all Centres Numbers 203,118 182,228 137,564
(18)
Number of Capacity Seats in Operational Numbers
183,613 163,022 137,564
Centres (19)
Number of Occupied Seats in Operational Numbers
152,619 130,047 105,568
Centres (20)
Occupancy rate in Operational Centres %
83.12% 79.77% 76.74%
(21)
Number Of Clients (22) Numbers 738 603 521
Seats Retention Rate (23) % 86.83% 88.27% 96.24%
* Revenue from Operations Growth and Total Income Growth for Fiscal 2023 is not available as the comparative restated
consolidated financials information for Fiscal 2022 has not been disclosed in this Prospectus.
Notes:
1. Revenue from Operations means Revenue from Operations as per the Restated Consolidated Financial Information.
2. Revenue from Operations Growth means (Revenue from Operations in current year - Revenue from Operations in previous
year) / Revenue from Operations in previous year.
3. Total Income means sum of revenue from operations and other income as per the Restated Consolidated Financial Information.
4. Total Income Growth means (Total Income in current year - Total Income in previous year) / Total Income in previous year.
5. Earnings before Interest, Tax, Depreciation & Amortisation (EBITDA) is calculated as restated profit / (loss) before tax plus
finance costs, depreciation & amortisation expenses less other income.
6. EBITDA Margin is calculated as EBITDA divided by Revenue from Operations.
7. Adjusted EBITDA is EBITDA adjusted for cash outflow for lease liabilities during the year.
8. Restated Loss for the year means the restated profit / (loss) for the year after tax as per the Restated Consolidated Financial
Information.
9. Restated loss for the year as a percentage of Total Income is calculated as restated profit / (loss) for the year divided by Total
Income.
10. Total Equity is calculated as the sum of equity share capital and other equity.
11. Capital Employed is calculated as the sum of Total Equity, total borrowings minus cash & bank (including bank deposits,
security deposit (cash collateral) and investments in mutual funds).
12. Total Assets means total assets owned by the company at the period end as per the Restated Consolidated Financial
Information.
13. Return on Capital Employed (ROCE) is calculated as Adjusted EBITDA divided by Capital Employed.
14. Total number of cities in which we have geographic presence.
15. Centres refer to any facility (floor and building) with or without shared amenities or services for which lease agreement has
been executed with the Landlords. It includes the total number of operational centres, centres under fit outs and centres yet to
be handed over by the landlord.
16. Operational Centres refer to Centres of under operation and managed excluding Fit-outs Centres or/ and Centres which are
yet to be handed over to us by the respective Landlord(s)
17. The 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 Centres.
18. Number of Capacity Seats in all Centres means the maximum number of Seats available across all our Centres (Operational
Centres + Centres under fit outs + centres yet to be handed over by landlord).
19. Number of Capacity Seats in Operational Centres means the maximum number of Seats available across all our Operational
Centres
20. Number of Occupied Seats in Operational Centres means Total number of Seats contracted in our Operational Centres. This
also includes the Seats occupied by our Company in respective Centres.
21. Occupancy rate in Operational Centres - The percentage of Number of Occupied Seats in Operational Centres divided by the
Capacity seats in Operational Centres.
16922. Number of Clients are the Customers of our Company, which include Enterprises, other companies, other legal entities and
individuals which occupy Seats in our Operational Centres.
23. Seats Retention Rate is defined as the percentage of Seats Retained upon total Seats due for Retention. (i) Seats Retained refers
to Occupied Seats by Clients who chose to continue occupying Seats after expiry of Lock-in tenure during the year.(ii) Total
Seats due for Retention refers to the total Occupied Seats by Clients for which Lock In tenure was due for expiry during the
year.
Description on the historic use of the KPIs by our Company to analyse, track or monitor the operational
and/or financial performance of our Company
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 is not intended to be
considered in isolation or as a substitute for the Restated Consolidated Financial Information. 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, including
peer companies, and hence their comparability may be limited. Therefore, these metrics should not be considered
in isolation or construed as an alternative to Ind AS measures or as an indicator of our operating performance,
liquidity, profitability or results of operation. Although these KPIs are not a measure of performance calculated
in accordance with applicable accounting standards, our Company’s management believes that it provides an
additional tool for investors to use in evaluating our 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, when taken collectively with financial measures prepared in accordance with Ind AS.
For details of our other operating metrics disclosed elsewhere in this Prospectus, see “Our Business” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” starting on pages
248 and 400, respectively. We have described and defined the KPIs, as applicable, in “Definitions and
Abbreviations – Business related terms” on page 16. Bidders are encouraged to review the Ind AS financial
measures and not to rely on any single financial or operational metric to evaluate our business. For further details,
see “Risk Factors- 57. We have presented certain supplemental information of our performance and liquidity
which is not prepared under or required under Ind AS” on page 103.
Description of the KPIs
Set out below is the explanation of the KPIs:
S. No. KPI Explanation
1. 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.
2. Revenue from Operations Revenue from operations (Revenue from Operations in current year - Revenue
Growth from Operations in previous year) / Revenue from Operations in previous year.
3. Total Income Total Income is the Net Income of the business and helps assess the overall
performance of our Company.
4. Total Income Growth Total income means (Total Income in current year - Total Income in previous
year) / Total Income in previous year.
5. EBITDA EBITDA provides information regarding the operational efficiency of the
business.
6. EBITDA Margin EBITDA Margin is EBITDA divided by Revenue from Operations.
7. Adjusted EBITDA EBITDA adjusted for cash outflow for lease liabilities during the year.
8. Restated Loss for the year It is an indicator of the overall profitability and financial performance of our
business.
9. Restated loss for the year as Restated loss for the year as percentage of total income is calculated as restated
a percentage of Total loss for the year divided by total income.
Income
10. Total Equity It assesses the shareholder’s funds.
11. 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.
12. Total Assets Total Assets refers to the sum of all the assets owned by our Company and is
deployed in the business to generate economic benefit for all the stakeholders as
per the Restated Consolidated Financial Information.
170S. No. KPI Explanation
13. Return on Capital Employed ROCE provides how efficiently our Company generates earnings from the
(“ROCE”) capital employed in the business.
14. Cities Cities indicates the total number of cities in which we have geographic presence.
15. Centres Centres refer to any facility (floor, building, ) with or without shared amenities
or services for which lease agreement has been executed with the Landlords. It
includes the total number of operational centres, centres under fit outs and
centres yet to be handed over by the landlord.
16. Operational Centres Centres of our Company which are under operation and managed by us, but
exclude Fit-outs Centres or/ and Centres which are yet to be handed over to us
by the respective Landlord(s).
17. Super Built Up Area Super Built-up Area indicates the total area of centres for which we have signed
contracts with the space owners.
18. Number of Capacity Seats Capacity seats is the maximum number of Seats available across all our Centres
in all Centres (Operational Centres + Centres under fit outs + centres yet to be handed over by
landlord).
19. Number of Capacity Seats Capacity seats is the maximum number of Seats available across all our
in Operational Centres Operational Centres.
20. Number of Occupied Seats Total number of Seats contracted in our operational Centres. This also includes
in Operational Centres the Seats occupied by our Company in respective Centres.
21. Occupancy rate in The percentage of Number of Occupied Seats in Operational Centres divided by
Operational Centres the Capacity seats in Operational Centres.
22. Number of Clients The number of Customers of our Company, which include Enterprises, other
companies, other legal entities and individuals which occupy Seats in our
Operational Centres.
23. Seats Retention Rate The percentage of Seats Retained upon total Seats due for Retention. (i) Seats
Retained refers to Occupied Seats by Clients who chose to continue occupying
Seats after expiry of lock-in tenure during the year.(ii) Total Seats due for
Retention refers to the total Occupied Seats by Clients for which Lock in tenure
was due for expiry during the year.
Comparison of KPIs of our Company with our peers in India
Set forth below is a comparison of our KPIs with our peer group companies in India and operating in the same
industry as our Company, whose business profile is comparable to our business in terms of our size and our
business model.
[Remainder of the page is left blank intentionally]
171Table Space Technologies Private WeWork India Management
Company Awfis Space Solutions Limited
Limited (“Table Space”) Limited (“We Work”)
As at and for Fiscal As at and for Fiscal As at and for Fiscal As at and for Fiscal
Particulars
2025 2024 2023 2025 2024 2023 2025 2024 2023 2025 2024 2023
Financial parameters
Revenue from Operations(1) 13,740.56 10,393.64 7,113.92 12,075.35 8,488.19 5,452.82 NA 9,062.22 6,783.72 NA 16,651.36 13,145.18
Revenue from Operation Growth(2) 32.20% 46.10% NA^ 42.26% 55.67% NA^ NA 33.59% NA^ NA 26.67% NA^
Total Income(3) 14,096.69 11,131.10 7,440.70 12,607.46 8,748.03 5,657.87 NA 10,712.68 7,685.13 NA 17,371.64 14,227.74
Total Income Growth(4) 26.64% 49.60% NA^ 44.12% 54.62% NA^ NA 39.39% NA^ NA 22.10% NA^
EBITDA(5) 8,572.64 6,596.70 4,239.98 4,020.00 2,450.00 NA NA NA NA 10,437.91 7,956.10
1,760.00
EBITDA Margin(6) 62.39% 63.47% 59.60% 33.30% 28.90% 31.00% NA NA NA NA 62.69% 60.52%
Adjusted EBITDA(7) 1,722.30 1,060.37 363.60 NA NA NA NA NA NA NA 3,397.47 1,912.90
Restated profit/loss for the year (8) (631.79) (499.57) (1,010.46) 678.70 (175.67) (466.37) NA 52.60 459.86 NA (1,357.73) (1,468.10)
Restated profit/loss for the year as a (4.48%) (4.49%) (13.58%) 5.60% (2.10%) (8.00%) NA 0.49% 5.98% NA (7.82%) (10.32%)
percentage of Total Income(9)
Total Equity(10) 1,078.81 500.07 314.66 4,592.19 2,514.31 1,693.64 NA 5,101.28 3,050.66 NA (4,376.45) (2,923.69)
Capital Employed(11) 4,071.32 3,770.66 3,055.13 NA NA 1,431.38 NA NA NA NA (448.28) 467.34
Total Assets(12) 46,508.54 41,470.84 44,735.03 25,069.84 13,980.79 9,306.05 NA 42,705.62 34,897.87 NA 44,827.61 44,140.17
Return on capital employed(13) 42.30% 28.12% 11.90% 62.00% 42.80% 25.30% NA NA NA NA NA NA
Market Price# NA NA NA 662.30 NA NA NA NA NA NA NA NA
Market Capitalization# NA NA NA 46,998.76 NA NA NA NA NA NA NA NA
Operational parameters
Cities(14) 15 13 12 18 17 16 NA NA NA NA NA NA
Centres(15) 50 41 39 230 181 119 NA NA NA NA NA NA
Operational Centres (16) 46 39 39 208 160 119 NA NA NA NA 53 43
Super Built Up Area(17) 8.99 8.00 6.16 NA NA NA NA NA NA NA NA NA
Number of Capacity Seats in all Centres 203,118 182,228 137,564 NA NA NA NA NA NA NA NA NA
(18)
Number of Capacity Seats in 183,613 163,022 137,564 134,121 95,030 68,203 NA NA NA NA NA NA
Operational Centres (19)
Number of Occupied Seats in 152,619 130,047 105,568 NA NA 51,140 NA NA NA NA NA NA
Operational Centres (20)
Occupancy Rate in Operational Centres 83.12% 79.77% 76.74% 73.00% 71.00% 74.98% NA NA NA NA NA NA
(21)
172Table Space Technologies Private WeWork India Management
Company Awfis Space Solutions Limited
Limited (“Table Space”) Limited (“We Work”)
As at and for Fiscal As at and for Fiscal As at and for Fiscal As at and for Fiscal
Particulars
2025 2024 2023 2025 2024 2023 2025 2024 2023 2025 2024 2023
Number of Clients (22) 738 603 521 3,000+ 2,459 1,967 NA NA NA NA NA NA
Seats Retention Rate (23) 86.83% 88.27% 96.24% NA NA NA NA NA NA NA NA NA
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, prospectus and investor presentations of the company for
the year ended March 31, 2025 submitted to stock exchanges and at the listing of the Initial Public Offering (IPO) with SEBI. The information included in the table above for unlisted peers i.e., We Work and Table Space are
derived from publicly available sources. Operational parameters of these unlisted peers are not publicly available.
# The market price and market capitalization of the listed peer of our Company, Awfis Space Solutions Limited for the Fiscal Years 2024 and 2023 is not available as the listing and trading of the equity shares of Awfis Space
Solutions Limited on the Stock Exchanges commenced on May 30, 2024. As on March 28, 2025, the market price and market capitalization of Awfis Space Solutions Limited is ₹ 662.30 per equity share and ₹ 46,998.76 million,
respectively. Market Capitalization is based on shareholding as of March 31, 2025 as disclosed to BSE.
^Revenue from Operations Growth and Total Income Growth for Fiscal 2023 is not available as the comparative restated consolidated financials information for Fiscal 2022 has not been disclosed in this Prospectus.
Notes:
1. Revenue from operations means revenue from operations as per the Restated Consolidated Financial Information.
2. Revenue from operations growth in the particular year means (Revenue from Operations in current year - Revenue from Operations in previous year) / Revenue from Operations in previous year.
3. Total Income means sum of Revenue from operations and other income as per the Restated Consolidated Financial Information.
4. Total Income Growth means (Total Income in current year - Total Income in previous year) / Total Income in previous year.
5. EBITDA Earnings before Interest, Tax, Depreciation & Amortisation (EBITDA) is calculated as restated profit / (loss) before tax plus finance costs, depreciation & amortisation expenses less other income and exceptional
items.
6. EBITDA Margin is calculated as EBITDA divided by Revenue from operations.
7. Adjusted EBITDA is EBITDA adjusted for cash outflow for lease liabilities during the year.
8. Restated profit/ (loss) for the year means the restated profit / (loss) for the year after tax and excludes exceptional items.
9. Restated profit/ (loss) for the year as a percentage of Total Income is calculated as restated profit / (loss) for the year divided by Total Income.
10. Total Equity is calculated as the sum of equity share capital and other equity.
11. Total Capital employed is calculated as the sum of total equity, total borrowings minus cash & bank (including bank deposits, security deposit (cash collateral) and investments in mutual funds)
12. Total Assets means total assets owned by the company at the period end as per the Restated Consolidated Financial Information.
13. Return on Capital Employed - ROCE is calculated as Adjusted EBITDA divided by capital employed.
14. Total number of cities in which we have geographic presence
15. Centres - Centres refer to any facility (floor, building,) with or without shared amenities or services for which lease agreement has been executed with the Landlords. It includes the total number of operational centres,
centres under fit outs and centres yet to be handed over by the landlord.
16. Operational Centres refer to Centres of under operation and managed excluding Fit-outs Centres or/ and Centres which are yet to be handed over to us by the respective Landlord(s).
17. Super Built Up Area - The 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 Centres
18. Number of Capacity Seats in all Centres means the maximum number of Seats available across all our Centres (Operational Centres + Centres under fit outs + centres yet to be handed over by landlord). Parameter for
peers is not available as the parameter is not disclosed.
19. Number of Capacity Seats in Operational Centres means the maximum number of Seats available across all our Operational Centres
20. Number of Occupied Seats in Operational Centres means Total number of Seats contracted in our operational Centres. This also includes the Seats occupied by our Company in respective Centres
21. Occupancy Rate in Operational Centres - The percentage of Number of Occupied Seats in Operational Centres divided by the Capacity Seats in Operational Centres.
22. Number of Clients are the Customers of our Company, which include Enterprises, other companies, other legal entities and individuals which occupy Seats in our Operational Centres
23. Seats Retention Rate is defined as the percentage of Seats Retained upon total Seats due for Retention. (i) Seats Retained refers to Occupied Seats by Clients who chose to continue occupying Seats after expiry of Lock-in
tenure during the year.(ii) Total Seats due for retention refers to the total Occupied Seats by clients for which Lock In tenure was due for expiry during the year.
173Comparison of KPIs based on additions or dispositions to our business
Our Company has not undertaken a material acquisition or disposition of assets / business for the periods that are
covered by the KPIs and accordingly, no comparison of KPIs over time based on additions or dispositions to the
business, have been provided.
Justification for Basis for the Offer Price
1. Price per share of our Company based on primary issuances of Equity Shares or convertible
securities (excluding Equity Shares issued under employee stock option schemes and issuance of
Equity Shares pursuant to a bonus issue) during the 18 months preceding the date of this Prospectus,
where such issuance is equal to or more than 5% of the fully diluted paid-up share capital of our
Company in a single transaction or multiple transactions combined together over a span of rolling
30 days (“Primary Issuances”)
The details of the Equity Shares or convertible securities or employee stock options (excluding Equity
Shares issued under the ESOP 2022) during the 18 months preceding the date of this Prospectus, where
such issuance is equal to or more that 5% of the fully diluted paid-up share capital of our Company
(calculated based on the pre-Offer 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 are as follows:
No. of Issue price
shares per share
Face Total Price per
Date of Name of transacted (₹) Nature of Nature of
value consideration security
allotment allottee (Adjusted (Adjusted allotment consideration
(₹) (in ₹ million) (₹)
for bonus for bonus
issue) issue)
December Space 18,379,915 10.00 96.42 Conversion Cash 1,772.19* 96.42
31, 2024 Solutions of CCPS
India Pte. into Equity
Ltd. Shares
(formerly
Lisbrine
Pte
Limited)
December Space 1,230,483 10.00 269.00 Conversion Cash 330.99* 269.00
31, 2024 Solutions of CCPS
India Pte. into Equity
Ltd. Shares
(formerly
Lisbrine
Pte
Limited)
*The consideration for such Equity Shares (issued pursuant to conversion of Cumulative Convertible Preference Shares) was paid at
the time of issuance of such Cumulative Convertible Preference Shares pursuant to preferential allotments dated October 23, 2019,
March 30, 2024 and April 18, 2024.
2. Price per share of our Company based on secondary sale or acquisition of Equity Shares or
convertible securities (excluding gifts) involving any of the Promoters, members of the Promoter
Group, Selling Shareholders or other Shareholders with rights to nominate directors during the 18
months preceding the date of this Prospectus, where the acquisition or sale is equal to or more than
5% of the fully diluted paid-up share capital of our Company, in a single transaction or multiple
transactions combined together over a span of rolling 30 days
There have been no secondary sale/ acquisitions of Equity Shares or any convertible securities, where our
Promoters, members of the Promoter Group, Selling Shareholders or other Shareholders of our Company
with rights to nominate directors on our Board are a party to the transaction (excluding gifts) during the 18
months preceding the date of this Prospectus, where either acquisition or sale is equal to or more than 5%
of the fully diluted paid up share capital of our Company (calculated based on the pre-Offer 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.
1743. Since there are no such transactions to report under 2 above, the following are the details basis the
last five secondary transactions (where the Promoters, members of the Promoter Group, Selling
Shareholders or Shareholder(s) having the right to nominate Director(s) on our Board, are a party
to the transaction), not older than three years prior to the date of this Prospectus irrespective of the
size of transactions (“Secondary Transactions”):
Secondary Transactions
Face
Date of Number of value Transfer
transfer of Equity Details of per price per Nature of
Details of transferee(s)
Equity Shares transferor(s) Equity Equity consideration
Shares transferred Share Share (₹ )
(₹ )
December 5,000 Shubhra Khemka Neeta Sarda 10.00 - Gift
1, 2023 286
September 965,000 NS Niketan LLP Jagdish Naresh Master 10.00 430.00 Cash
10, 2024
September 197,791 SNS Infrarealty Jagdish Naresh Master 10.00 430.00 Cash
10, 2024 697,674 LLP Pivotal Enterprises
Private Limited
581,396 Ananta Capital Ventures
Fund 1
September 444,444 SNS Infrarealty Ananta Capital Ventures 10.00 450.00 Cash
20, 2024 LLP Fund 1
288,889 Bharat Jaisinghani
222,222 Reina R Jaisinghani
88,889 Nikhil Ramesh
Jaisinghani
88,889 Neeta Umesh
Dharnidharka
88,889 Girdhari Thakurdas
Jaisinghani
11,111 Ghanshyam Soni
11,111 Usha Agarwal
11,111 Rajnish Inderlal Sharma
407,811 Tusk Investments Limited
September 11,111 SNS Infrarealty Madhu Wadhwa 10.00 450.00 Cash
21, 2024 11,111 LLP Sharad Jayprakash
Taparia
4. WACA, floor price and cap price
The Floor Price is 38.7 times and the Cap Price is 40.7 times the weighted average cost of acquisition based
on the primary issuances and secondary transactions as disclosed below:
WACA (₹ per Floor Price (i.e., ₹ Cap Price (i.e., ₹
Types of Transactions
Equity Share)* 387) 407)
A. WACA for Primary Issuances 107.25 3.61 3.79
B. WACA for Secondary Transactions 437.61 0.88 0.93
*As certified by Ray & Ray, Chartered Accountants (firm registration number: 301072E), pursuant to their certificate dated July 14,
2025.
5. Detailed explanation for Offer Price/ Cap Price being vis-a-vis WACA of primary issuances/
secondary transactions of Equity Shares (as disclosed above) along with our Company’s KPIs and
financial ratios for Fiscals 2025, 2024 and 2023 and in view of the external factors which may have
influenced the pricing of the Offer:
• As of March 31, 2024, we were the largest managed campus operator, amongst the benchmarked
operators in terms of total stock, with a lease signed portfolio of 8.0 million square feet (Source: CBRE
Report)
• As of March 31, 2025, we are present across 14 Indian cities and in Singapore. The 28 key clusters
175identified across Tier 1 cities account for around 80% of total flexible workspace stock in these cities
(Source: CBRE Report)
• According to the CBRE’s India Offi ce Occupier Survey 2024, the number of companies with over
10% of their office space being fl exible is expected to jump from 42% (Q1 2024) to 59% by 2026
(Source: CBRE Report). Majority seats have been getting transacted in 100+ seats cohort categories in
flexible workspace centres over the last 2-3 years (Source: CBRE Report). This represents a market
opportunity for us, given our Pan-India presence, value-centric pricing and expertise in leasing entire/
large properties.
• Our advantage of being one of the fi rst few operators to start offering managed offi ce solutions
coupled with the strength of our business model and leasing strategy focused on mid-to-large
Enterprises, have driven our steady growth of SBA managed by us in Tier 1 cities at a CAGR of
38.37% between 2020 and 2024, enabling us to outpace the industry growth rate by more than 1.50
times in terms of total SBA during the same period.
• We are also witnessing increased demand for multi-city/ Centre workspaces from our existing Clients.
For the Fiscal 2025, 31.90% of our Rental Revenue is from multi-city Clients.
Payback period for an operator is expected to be 51-52 months from the fi t-out commencement cycle and
nearly 45-46 months from the date of operations (Source: CBRE Report). As of March 31, 2025, the average
payback period for our Mature Centres is 30-32 months from the date of deployment of capital for fit-outs.
.
6. The Offer Price is 40.7 times of the face value of the Equity Shares.
The Offer Price of ₹ 407 has been determined by our Company, in consultation with the BRLMs, on the
basis of market demand from Bidders for Equity Shares, as determined through the Book Building Process,
and is justified in view of the above qualitative and quantitative parameters.
Bidders should read the above-mentioned information along with the sections titled “Risk Factors”, “Our
Business”, “Financial Information” and “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” on pages 39, 248, 338 and 400, respectively, to have a more informed view. The trading
price of the Equity Shares could decline due to the factors mentioned in the section “Risk Factors” on page 39
and you may lose all or part of your investments.
176STATEMENT OF SPECIAL TAX BENEFITS
To,
The Board of Directors
Smartworks Coworking Spaces Limited (formerly known as Smartworks Coworking Spaces Private
Limited)
Unit No. 305- 310, Plot No 9,10 & 11,
Vardhman Trade Centre, Nehru Place,
South Delhi, Delhi 110019,
India
Dear Sir/Madam,
Sub: Statement of possible special tax benefits available to Smartworks Coworking Spaces Limited
(formerly known as Smartworks Coworking Spaces Private Limited) and its shareholders in
accordance with the requirement under Schedule VI-A Part A – Clause (9)(L) of Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as
amended (“ICDR Regulations”), under direct and indirect tax laws ("Statement of Possible Special
Tax Benefits”).
We refer to the proposed initial public offering of the equity shares (“Offer”) of the Company. In this regard, we
enclose herewith the statement (“Annexure”) showing the current position of special tax benefits available to the
Company and its shareholders as per the provisions of the Indian direct and indirect tax laws including the Income-
tax Act, 1961 read with Income Tax Rules, 1962 [as amended by the Finance Act, 2025], circulars, notifications
as presently in force, the Central Goods and Services Tax Act, 2017, the Integrated Goods and Services Tax Act,
2017, the State Goods and Services Tax Act as passed by respective State Governments from where the Company
and its shareholders operate and applicable to the Company and its shareholders, Customs Act 1962, the Customs
Tariff Act, 1975 and Foreign Trade Policy 2023 (as extended) including the rules, regulations, circulars and
notifications issued there under (collectively referred as “Taxation Laws”), applicable to Financial Year (“FY’’)
2025-26 relevant to the Assessment Year (“AY”) 2026-27 presently in force in India for inclusion in the Red
Herring Prospectus (“RHP”) and Prospectus (collectively, the “Offer Documents”) for the proposed initial public
offering of equity shares of the Company, as required under ICDR Regulations.
Several of these benefits are dependent on the Company and its shareholders fulfilling the conditions prescribed
under the relevant provisions of the Taxation Laws. Hence, the ability of the Company and its shareholders to
derive these special direct and indirect tax benefits is dependent upon their fulfilling such conditions which is
based on business imperatives that the Company and its shareholders may face in the near future and accordingly,
the Company and its shareholders may or may not choose to fulfil.
The special tax benefits discussed in the enclosed Annexure are neither exhaustive nor conclusive. The contents
stated in the Annexure are based on the information and explanations obtained from the Company and on the basis
of our understanding of the business activities and operations of the Company. This statement is only intended to
provide general information to guide 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 their own tax consultants, with respect to the specific tax implications arising out of
their participation in the proposed initial public offering of equity shares by the Company (the “Offer”). We are
neither suggesting nor are advising the investor to invest money or not to invest money based on this statement.
We do not express any opinion or provide any assurance whether:
• The Company and its shareholders will continue to obtain these special tax benefits in future;
• The conditions prescribed for availing the special tax benefits have been/would be met;
• The revenue authorities/courts will concur with the views expressed herein.
We hereby give our consent to include this report and the enclosed Annexure regarding the special tax benefits
available to the Company and its shareholders in the Offer Documents in relation to the Offer, which the Company
intends to file with the Securities and Exchange Board of India, the Registrar of Companies (Delhi & Haryana) at
New Delhi and the stock exchange(s) (National Stock Exchange of India Limited and BSE Limited) where the
177equity shares of the Company are proposed to be listed, as applicable, provided that the below statement of
limitation is included in the Offer Documents.
LIMITATIONS
Our views expressed in the enclosed Annexure are based on the facts and assumptions indicated above. 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 tax laws in force in India 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. Reliance on
the Annexure is on the express understanding that we do not assume responsibility towards the investors and third
parties who may or may not invest in the proposed initial public offer relying on the Annexure. This statement has
been prepared solely in connection with the proposed initial public offering of equity shares by the Company, as
required under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018, as amended.
Yours faithfully,
FOR DELOITTE HASKINS & SELLS LLP
Chartered Accountants
(Firm’s Registration No. 117366W/W-100018)
Nilesh H. Lahoti
Partner
Place: Gurugram (Membership No. 130054)
Date: June 18, 2025 UDIN: 25130054BMKMGY1683
178ANNEXURE
STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS AVAILABLE TO SMARTWORKS
COWORKING SPACES LIMITED (FORMERLY KNOWN AS SMARTWORKS COWORKING
SPACES PRIVATE LIMITED) AND ITS SHAREHOLDERS
The information provided below sets out the possible special direct tax benefits available to Smartworks
Coworking Spaces Limited (formerly known as Smartworks Coworking Spaces Private Limited) (“Company”)
and its shareholders in a summary manner only and is not a complete analysis or listing of all potential tax
consequences of the subscription, ownership, and disposal of equity shares of the Company, under the Income-
tax Act, 1961 (as amended by the Finance Act, 2025) read with Income Tax Rules, 1962, circulars, notifications,
the Central Goods and Services Tax Act, 2017, the Integrated Goods and Services Tax Act, 2017, the State Goods
and Services Tax Act as passed by respective State Governments from where the Company and its shareholders
operate and applicable to the Company and its shareholders, Customs Act 1962 and Foreign Trade Policy 2023
(as extended) including the rules, regulations, circulars and notifications issued there under (collectively referred
as “Taxation Laws”) as presently in force in India.
Several of these benefits are dependent on fulfilling the conditions prescribed under the relevant Taxation Laws.
Hence, the ability of the Company and its shareholders to derive the tax benefits is dependent upon fulfilling such
conditions, which based on business / commercial imperatives any of them face, may or may not choose to fulfill.
We do not express any opinion or provide any assurance as to whether the Company and its shareholders will
continue to obtain these benefits in future. The following overview is not exhaustive or comprehensive and is not
intended to be a substitute for professional advice. In view of the individual nature of the tax consequences and
the changing Taxation Laws, each investor is advised to consult their own tax consultant with respect to the
specific tax implications arising out of their participation in the issue. We are neither suggesting nor are we
advising the investor to invest money or not to invest money based on this statement.
INVESTORS ARE ADVISED TO CONSULT THEIR OWN TAX CONSULTANT WITH RESPECT TO
THE TAX IMPLICATIONS OF AN INVESTMENT AND CONSEQUENCES OF PURCHASING,
OWNING AND DISPOSING OF EQUITY SHARES IN THE COMPANY, PARTICULARLY IN VIEW
OF THE FACT THAT CERTAIN RECENTLY ENACTED LEGISLATION MAY NOT HAVE A
DIRECT LEGAL PRECEDENT OR MAY HAVE A DIFFERENT INTERPRETATION ON THE
BENEFITS, WHICH AN INVESTOR CAN AVAIL IN THEIR PARTICULAR SITUATION.
I. Special direct tax benefits available to the Company under the Income tax Act, 1961
The Statement of possible tax benefits enumerated below is as per the Income Tax Act 1961 (“ITA”) as
amended from time to time and as applicable for Financial Year (“FY”) 2025-26 relevant to Assessment
Year (“AY”) 2026-27.
1) Lower corporate tax rate under Section 115BAA of the ITA
Section 115BAA inserted w.e.f. 1 April 2020 (AY 2020-21), provides an option to a domestic
company to pay corporate tax at a reduced rate of 22% (plus applicable surcharge and education
cess3).
In case the Company opts for the concessional income tax rate as prescribed under Section
115BAA of the ITA, it will not be allowed to claim any of the following deductions/ exemptions:
• Deduction under the provisions of Section 10AA (deduction for units in Special
Economic Zone);
• Deduction under clause (iia) of sub-section (1) of Section 32 (Additional depreciation);
• Deduction under Section 32AD or Section 33AB or Section 33ABA (Investment
allowance in backward areas, Investment deposit account, site restoration fund);
3 Surcharge at 10% on the tax liability and further, enhanced by an education cess at 4% of the total tax liability
and surcharge.
179• Deduction under sub-clause (ii) or sub-clause (iia) or sub-clause (iii) of sub-section (1)
or sub-section (2AA) or sub-section (2AB) of Section 35 (Expenditure on scientific
research);
• Deduction under Section 35AD or Section 35CCC (Deduction for specified business,
agricultural extension project);
• Deduction under Section 35CCD (Expenditure on skill development);
• Deduction under any provisions of Chapter VI-A other than the provisions of Section
80JJAA (Deduction in respect of employment of new employees) and 80M (Deduction
in respect of certain inter-corporate dividends);
• No set-off of any loss carried forward or depreciation from any earlier assessment year,
if such loss or depreciation is attributable to any of the deductions referred above.
• No set-off of any loss or allowance for unabsorbed depreciation deemed so under Section
72A, if such loss or depreciation is attributable to any of the deductions referred above.
The provisions of Section 115JB regarding Minimum Alternate Tax (“MAT”) are not applicable
if the Company opts for the concessional income tax rate as prescribed under Section 115BAA of
the ITA. Further, the Company will not be entitled to claim tax credit relating to MAT.
The Company has not opted for the concessional rate of tax in the return of income filed for the
previous year ended 31st March 2024 relevant to Assessment Year 2024-25.
2) Deduction in respect of employment of new employees under Section 80JJAA of the ITA
As per Section 80JJAA of the ITA, an assessee subject to tax audit under Section 44AB of the
ITA, is entitled to claim a deduction of an amount equal to thirty per cent of additional employee
cost incurred in the course of business in the previous year, for three assessment years including
the assessment year relevant to the previous year in which such employment is provided, subject
to the fulfilment of prescribed conditions therein.
The deduction under Section 80JJAA of the ITA is available even if the Company opts for
concessional tax rate under Section 115BAA of the ITA.
3) Deduction in respect of certain inter-corporate dividends under Section 80M of the ITA
As per Section 80M of the ITA, where domestic companies have declared dividend and are also
in receipt of the dividend from another domestic company or a foreign company or a business
trust, deduction is allowed with respect to the dividend received as long as the same is distributed
as dividend one month prior to the due date of furnishing the return of income under sub-section
(1) of Section 139 of the ITA.
The deduction under Section 80M is available even if domestic company opts for concessional
tax rate under Section 115BAA of the ITA.
II. Special direct tax benefits available to Shareholders
There is no special direct tax benefit available to the shareholders of Company for investing in the shares
of the Company. However, such shareholders shall be liable to concessional tax rates on certain incomes
under the extant provisions of the ITA. Further, it may be noted that these are general tax benefits available
to equity shareholders, other shareholders holding any other type of instrument are not covered below.
1) Dividend Income: Dividend income earned by the shareholders would be taxable in their hands
at the applicable rates. However, 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, maximum rate of surcharge would be restricted to 15%, irrespective of
the amount of dividend. Further in case shareholder is a domestic company, deduction under
Section 80M of the ITA would be available on fulfilling the conditions as mentioned above.
1802) Tax on Capital gains: As per Section 112A of the ITA, long-term capital gains arising from
transfer of equity shares shall be taxed at 10% (without indexation) for any transfer that takes
place before 23 July 2024 and at 12.5% (without indexation) for transfer taking place on or after
23 July 2024, of such capital gains subject to payment of securities transaction tax on acquisition
and transfer of equity shares under Chapter VII of Finance (No.2) Act 2004 read with Notification
No. 60/2018/F. No.370142/9/2017-TPL dated 1 October 2018. However, tax under the said
section shall be payable in respect of such long- term capital gains exceeding INR 1,25,000 in a
financial year.
Further, as per Section 111A of the ITA, short term capital gains arising from transfer of an equity
share shall be taxed at 15% for any transfer that takes place before 23 July 2024 and at 20% for
transfer taking place on or after 23 July 2024, plus applicable surcharge and cess subject to
fulfillment of prescribed conditions under the ITA.
3) Simplified/New tax regime: As per Section 115BAC of the ITA, a simplified/new tax regime has
been introduced wherein income-tax shall be computed at the rates specified in sub-section 1 of
Section 115BAC of the ITA, subject to the assessee not availing specified exemptions and
deductions. The said regime was initially applicable for individuals and Hindu Undivided Family.
In order to make the simplified tax regime more attractive, Finance Act, 2023 with effect from FY
2023-24 has extended the Section 115BAC to Association of Persons, Body of Individuals,
whether incorporated or not and every artificial juridical person. The key benefits of Section
115BAC of the ITA applicable for AY 2026-27 have been listed below:
• Basic exemption limit amounts to INR 4,00,000 (in comparison to INR 2,50,000 under
the old tax regime)
• Highest applicable surcharge on income above has been restricted to 25% (in comparison
to 37% under the old tax regime).
• Income threshold for the tax rebate available for resident individuals amounts to INR
12,00,000(in comparison to INR 5,00,000 under the old tax regime)
It may be noted that the shareholders have the discretion to opt out of the simplified tax regime.
4) Double Taxation Avoidance Agreement (‘DTAA’) benefit: In respect of non-resident
shareholders, the tax rates and the consequent taxation shall be further subject to any benefits
available under the applicable Double Taxation Avoidance Agreement, if any, between India and
the country in which the non-resident has fiscal domicile and fulfilment of other conditions to
avail the DTAA benefit.
The Statement of possible tax benefits enumerated below is as per the Central Goods and Services Tax Act, 2017
('CGST Act’), the Integrated Goods and Services Tax Act, 2017 (‘IGST Act’), the Union Territory Goods and
Services Tax Act, 2017 ('UTGST Act’), respective State Goods and Services Tax Act, 2017 (‘SGST Act’) (all
these legislations collectively referred to as ‘GST Legislation’), the Customs Act, 1962, the Customs Tariff Act,
1975 and Foreign Trade Policy 2023 (collectively referred to as “Indirect Tax”) as amended from time to time
and as applicable for FY 2024-25.
1. Special Indirect tax benefits available to the Company under the Indirect tax laws
There are no special Indirect tax benefits available to the Company.
2. Special indirect tax benefits available to shareholders of the Company under the Indirect tax laws
There are no special Indirect tax benefits available to the shareholders of the Company by virtue of their
investment in the Company.
NOTES:
1811. The above Statement covers only certain possible special tax benefits under the Taxation Laws, read with
the relevant rules, circulars and notifications and does not cover any benefit under any other law in force
in India. This Statement also does not discuss any tax consequences, in the country outside India, of an
investment in the shares of an Indian company.
2. The above Statement of possible special tax benefits sets out the provisions of Indian tax 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 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, the changing Taxation Laws, each investor is advised to consult their own tax consultant
with respect to the specific tax implications arising out of their participation in the proposed offer.
4. 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.
182STATEMENT OF SPECIAL TAX BENEFITS AVAILABLE TO MATERIAL SUBSIDIARY
The Board of Directors,
Smartworks Coworking Spaces Limited
(formerly known as Smartworks Coworking Spaces Private Limited)
Unit No. 305-310, Plot No 9, 10 & 11
Vardhman Trade Centre, Nehru Place
New Delhi 110 019
India
Dear Sirs/ Madams,
Sub: Proposed initial public offering of equity shares (the “Equity Shares”) of Smartworks Coworking
Spaces Limited (the “Company” and such initial public offering, the “Offer”)
We, Singhi & Co., Chartered Accountants, Independent Chartered Accountant of the Company, hereby confirm
that the enclosed Annexure A, prepared by the Smartworks Space Pte. Ltd, a material subsidiary of the Company
(the “Material Subsidiary”) and initialled by us for identification purpose (“Statement”) for the Offer, provides
the possible special tax benefits available to the Material Subsidiary under the applicable tax regulations in force
in Singapore including the Singapore Income Tax Act and Goods and Service Tax Act (the “Tax Laws”), as on
the signing date for inclusion in the Red Herring Prospectus (“RHP”) and the Prospectus (collectively, the “Offer
Documents”) for the proposed initial public offering of equity shares of the Company, as required under the
provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018, as amended (“SEBI ICDR Regulations”). Several of these benefits are dependent on the
Material Subsidiary fulfilling the conditions prescribed under the relevant provisions of the Tax Laws. Hence, the
ability of the Material Subsidiary to derive these special direct and indirect tax benefits is dependent upon their
fulfilling such conditions which is based on business imperatives that the Material Subsidiary may face in the near
future and accordingly, the Material Subsidiary may or may not choose to fulfil such conditions.
The special tax benefits discussed in the enclosed Annexure A are neither exhaustive nor conclusive. The contents
stated in the Annexure are based on the information and explanations obtained from the Material Subsidiary and
on the basis of our understanding of the business activities and operations of the Material Subsidiary. This
statement is only intended to provide general information to guide 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 their own tax consultants, with respect to the specific
tax implications arising out of their participation in the Offer. We are neither suggesting nor are advising the
investor to invest money or not to invest money based on this statement.
We do not express any opinion or provide any assurance as to whether:
1. the Material Subsidiary will continue to obtain these benefits in the future; or
2. the conditions prescribed for availing of the benefits, where applicable have been/would be met with; or
3. 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 Material Subsidiary and on the basis of our understanding of the business activities and operations of the
Material Subsidiary.
We hereby give our consent to include this statement and the enclosed Annexure regarding the special tax benefits
available to the Material Subsidiary in the Offer Documents in relation to the Offer, which the Material Subsidiary
intends to file with the relevant Registrar of Companies, Securities and Exchange Board of India, the stock
exchange(s) (National Stock Exchange of India Limited and BSE Limited) and any other regulatory authorities as
may be required where the Equity Shares of the Company are proposed to be listed, as applicable, provided that
the below statement of limitation is included in the Offer Documents.
Our views expressed in the enclosed Annexure are based on the facts and assumptions indicated above. No
assurance is given that the revenue authorities/courts will concur with the views expressed herein. Our
183views are based on the existing provisions of taxation laws in force in India 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. Reliance on the Annexure is on the express understanding that we do not assume
responsibility towards the investors and third parties who may or may not invest in the Offer relying on
the Annexure. This statement has been prepared solely in connection with the Offer, as required under
the ICDR Regulations.
For Singhi & Co.,
Chartered Accountants
Firm Registration Number: 302049E
Chanderkant Choraria
(Partner)
Membership Number: 521263
UDIN: 25521263BMINMK7774
Place : Noida (Delhi – NCR)
Date: June 20, 2025
184ANNEXURE A
The information provided below sets out the possible special direct tax benefits available to the Smartworks Space
Pte. Ltd (the “Material Subsidiary”), in a summary manner only and is not a complete analysis or listing of all
potential tax consequences of the subscription, ownership, and disposal of equity shares of the Company.
Several of these benefits are dependent on fulfilling the conditions prescribed under the relevant Taxation Laws.
Hence, the ability of the Material Subsidiary to derive the tax benefits is dependent upon fulfilling such conditions,
which based on business / commercial imperatives any of them face, may or may not choose to fulfill. We do not
express any opinion or provide any assurance as to whether the Material Subsidiary will continue to obtain these
benefits in future. The following overview is not exhaustive or comprehensive and is not intended to be a substitute
for professional advice. In view of the individual nature of the tax consequences and the changing Taxation Laws,
each investor is advised to consult their own tax consultant with respect to the specific tax implications arising
out of their participation in the issue. We are neither suggesting nor are we advising the investor to invest money
or not to invest money based on this Statement.
INVESTORS ARE ADVISED TO CONSULT THEIR OWN TAX CONSULTANT WITH RESPECT TO THE
TAX IMPLICATIONS OF AN INVESTMENT AND CONSEQUENCES OF PURCHASING, OWNING AND
DISPOSING OF EQUITY SHARES IN THE SECURITIES, PARTICULARLY IN VIEW OF THE FACT THAT
CERTAIN RECENTLY ENACTED LEGISLATION MAY NOT HAVE A DIRECT LEGAL PRECEDENT OR
MAY HAVE A DIFFERENT INTERPRETATION ON THE BENEFITS, WHICH AN INVESTOR CAN
AVAIL IN THEIR PARTICULAR SITUATION.
STATEMENT OF POSSIBLE SPECIAL DIRECT TAX BENEFITS AVAILABLE TO THE MATERIAL
SUBSIDIARY
1. Start-Up Tax Exemption (SUTE)
New companies that meet certain eligibility criteria may claim the Start-Up Tax Exemption (SUTE).
• The scheme excludes investment holding and real estate development companies.
• Eligible companies enjoy:
i. 75% exemption on the first SGD 100,000 of normal chargeable income, and
ii. 50% exemption on the next SGD 100,000 of chargeable income.
• This benefit is available for the first three consecutive Years of Assessment (YAs) from
incorporation.
2. Partial Tax Exemption (PTE)
Companies that do not qualify for SUTE can benefit from the Partial Tax Exemption (PTE) scheme:
• 75% exemption on the first SGD 10,000 of normal chargeable income.
• 50% exemption on the next SGD 190,000 of chargeable income.
This regime supports SMEs and growing businesses with moderate tax relief.
3. One-Tier Corporate Tax System
Under Singapore’s one-tier system, income that has been taxed at the corporate level is exempt from
further taxation when distributed as dividends.
• As such, dividends paid by a Singapore-resident company are tax-free in the hands of all
shareholders, both resident and non-resident.
• This effectively eliminates the issue of double taxation on corporate profits.
1854. Double Taxation Agreements (DTAs)
Singapore has signed over 90 comprehensive DTAs with various countries. These treaties:
• Avoid double taxation on cross-border income.
• Provide for lower withholding tax rates on dividends, interest, and royalties.
• Facilitate mutual exchange of information and cooperation between tax authorities.
5. Enterprise Innovation Scheme (EIS)
The Enterprise Innovation Scheme allows companies to claim enhanced tax deductions—up
to 400%—on qualifying expenditures related to:
• Research and Development (R&D),
• Automation and process improvement,
• Intellectual property registration and acquisition,
• Training for innovation and technology.
6. Double Tax Deduction for Internationalisation (DTDi)
This scheme offers a 200% tax deduction for approved overseas business development activities.
Qualifying expenses include those related to:
• Overseas market expansion and brand promotion,
• Trade fairs and exhibitions,
• Market research and feasibility studies.
STATEMENT OF POSSIBLE SPECIAL INDIRECT TAX BENEFITS AVAILABLE TO THE
MATERIAL SUBSIDIARY
1. Goods and Services Tax (GST)
• The standard GST rate in Singapore is 9%, effective from 1 January 2024.
• Exports and international services are zero-rated, meaning no GST is charged and input
GST can be reclaimed.
2. Import Relief under Free Trade Agreements (FTAs)
• Singapore is a party to multiple bilateral and multilateral FTAs with major economies
including China, India, Japan, Australia, and the European Union.
• These agreements provide for reduced or zero customs duties on imports and exports that
satisfy Rules of Origin criteria.
3. GST Schemes
To support exporters and large importers, IRAS administers several relief schemes:
• Major Exporter Scheme (MES) – allows GST deferral on importation of goods.
• Import GST Deferment Scheme (IGDS) – allows qualifying companies to defer GST
payment until the filing of their GST returns.
186• Zero GST Warehouse Scheme – facilitates storage of imported goods without upfront GST,
with GST payable only on local consumption.
Notes:
i. Our views expressed in this statement are based on the facts and assumptions as indicated in the
statement. 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. Reliance on this statement is on the express understanding that we do
not assume responsibility towards the investors who may or may not invest in the proposed issue
relying on this statement.
ii. The above Statement of possible special tax benefits sets out the provisions of Singapore tax 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.
iii. All the above benefits are as per the current tax law and any change or amendment in the
laws/regulation, which when implemented would impact the same.
iv. The above Statement covers only certain possible special tax benefits under the Singapore Taxation
Laws, read with the relevant rules, circulars and notifications applicable as on date and does not
cover any benefit under any other law in force in Singapore. This Statement also does not discuss
any tax consequences, in the country outside Singapore, of an investment in the shares of an Indian
company.
v. 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, the changing taxation laws, each investor is advised to consult their own tax
consultant with respect to the specific tax implications arising out of their participation in the proposed
offer.
vi. This statement has been prepared solely in connection with the proposed Offer under the Companies
Act, 2013 and Securities and Exchange Board of India (“SEBI”) (Issue of Capital and Disclosure
Requirements) Regulations, 2018 and as amended.
For and on behalf of Board of Directors of the Smartworks Space Pte. Ltd
Pranay Ganeriwala
Director
Place: Kolkata
Date: 20.06.2025
187SECTION VI - ABOUT OUR COMPANY
INDUSTRY OVERVIEW
The information contained in this section is derived from the industry report titled “Flexible Workspaces Segment
in India” dated June 20, 2025 prepared by CBRE South Asia Private Limited (“CBRE Report”). The CBRE
Report has been reproduced in full in this section. We commissioned and paid for the CBRE Report pursuant to
the engagement letter dated May 15, 2024 executed with CBRE, for the purposes of confirming our understanding
of the industry specifically for the purpose of the Offer. CBRE is an independent agency and is not a related party
of our Company, its Subsidiaries, Directors, Promoters, Key Managerial Personnel, Senior Management or the
Book Running Lead Managers. A copy of the CBRE Report was available on the website of our Company at
https://smartworksoffice.com/assets_html/pdf/Industry_Report_on_Flexible_Workspaces_Segment_in_India.pdf.
See “Risk Factors - 48. We have commissioned an industry report from CBRE, which has been used for industry
related data in this Prospectus and such information is subject to inherent risks.” on page 99.
Overview of APAC (Commercial Real Estate & Flexible Workspace Sector)
Asia Pacific (APAC) Economy Overview
The Asia-Pacific (APAC) region4 contributes approximately 35% of the world’s GDP and 56% to the world’s
population as of CY2024. With its diverse economies, ranging from developed markets such as Singapore and
Japan to rapidly growing nations such as China and India, the growth of the economy in the APAC region has
been resilient supported by domestic demand and consumption. (Source: IMF, Asia, and Pacific: Steady Growth and
Diverging Prospects, April 2024) The APAC region recorded an inflation (average consumer prices) at 4.4% as of
CY2024. This decline is driven by reducing commodity prices and rising domestic demand surpassing pre-
pandemic levels. (Source: IMF, Data Mapper October 2024)
Asia-Pacific Population and GDP as a % of the World (As of CY2024)
Source: IMF Data Mapper, April 2025
Note: APAC* includes Singapore, Japan, India, the Philippines, and the Republic of Korea
As per IMF analysis, emerging Asia includes – China, India, Philippines, Indonesia, Malaysia, Thailand, and
Vietnam
As per the IMF, the Asia Pacific region’s GDP is projected to grow by 4.5% in CY2024, outpacing the projected
world growth rate of 3.3%. Going forward, despite global uncertainty, India is forecasted to grow by 6.2% in
CY2025 driven by continued investments, growing private consumption, technological advancements, and
digitalization. This projected growth is driven by increasing domestic demand and employment surpassing pre-
pandemic levels, rising services exports, growing financial sector coupled with the country’s digital and
government infrastructure. (Source: IMF, Data Mapper April 2024, IMF Asia, and Pacific: Steady Growth and Diverging
Prospects, 2024)
India’s GDP growth rate is forecast to outpace the growth of selected economies as per the IMF, as highlighted
4 APAC Region includes Australia, Australia, Bangladesh, Bhutan, Burma, Brunei Darussalam, Cambodia, China (People’s Republic of),
Cook Islands, Fiji, India, Indonesia, Japan, Kiribati, Korea, Republic of, Laos, Malaysia, Maldives, Marshall Islands, Micronesia, Federates
States of, Magnolia, Nepal, New Caledonia, New Zealand, Niue, Pakistan, Palau, Papua New Guinea, Philippines, Singapore, Solomon
Islands, Sri Lanka, Taiwan, Thailand, Timor Leste, Democratic Republic of, Tonga, Tuvalu, Vanuatu, Vietnam
188below:
Source: IMF estimates, World Economic Outlook, April 2025
* Although the IMF provides data for the majority of countries in the Calendar Year (CY), For India, data and forecasts are presented on a
fiscal year basis, and GDP from 2011 onward is based on GDP at market prices with fiscal year 2011/12 as a base year. (Refer to Pg 12,
Note 3)
Asia Pacific (APAC) - Position among Global Markets
Asia Pacific’s growing economy and diversity coupled with the wage differential and availability of working
population are facilitating the growth in hiring across technology sector, thereby establishing the APAC region as
one of the preferred locations for businesses. (Source: CBRE Research, Global Tech Talent Guidebook 2024 – Asia
Pacific View, April 2024)
Note: Additional benefits vary by market and may include mandatory employer costs like disability insurance, social security and health care.
Note: Exchange rates may have a significant impact on US dollar equivalent wages
Source: CBRE Research, Global Tech Talent guidebook 2025, April 2025; Secondary source: ERI, CBRE Research, January 2025
India remains the global leader in offshoring with an estimated 5.4 Mn people employed directly through
technology-related industries, forecasted to contribute approximately 57-58% share in the global sourcing market
in FY2025 as compared to a 55% share in FY2019. (Source: NASSCOM) As per latest available World Bank’s
189Doing Business Report, 2020, India’s rank in ease of doing business had improved from 142nd in 2014 to 63rd in
2019, witnessing an increase of 79 ranks in a span of 5 years, reflecting a substantial enhancement in the business
environment. (Source: World Bank's Doing Business Report (DBR), 2020, PIB Delhi, 7th Feb 2024, Ministry of Commerce
and Industry)
Furthermore, Singapore has emerged as one of the preferred locations for corporate headquarters with the highest
number of completed regional headquarters in the past 10 years in Asia Pacific (2014 – 2023). (Source: Singapore
Economic Development Board, 2023) This growth is supported by its developed infrastructure, regulatory processes,
and ease of doing business. As per latest available World Bank’s Doing Business Report, 2020, Singapore was
ranked as 2nd best business environment in terms of ease of doing business in 2019. (Source: World Bank, 2019)
The infrastructure and business environments in these locations, positions Asia Pacific as a hub for technological
innovation and corporates. This influx of businesses is subsequently leading to an increased demand for office
space, as companies are establishing and expanding their physical presence in the APAC region.
APAC – Commercial Real Estate Overview
APAC region's office real estate landscape has transformed over the past few years. Supported by rising demand
and supply completion, the region had an overall net addition in stock of approximately 295.3 Mn sq. ft.5 from
CY2018 to H1 CY2024. Furthermore, the Asia Pacific office leasing market has already returned back to normal
post COVID-19, with corporates resuming and active corporate real estate planning. The total recorded office
stock in APAC has undergone a CAGR growth of 5.4% during the period CY2018 – H1 CY2024.
APAC -Total Grade A Office Stock (CY2018 -H1 CY2024)
1,800
)
.t
f .q 1,200
942
1,006 1,064 1,112 1,149 1,176
s 881
n
M
(
a 600
e
r
A
-
8 9 0 1 2 3 4
1 1 2 2 2 2 2
0 0 0 0 0 0 0
2 2 2 2 2 2 2
1
H
Source: CBRE, as of H1 CY2024
Note: The overall commercial office stock for APAC shown includes only Grade A stock across the regions and is recorded based on Net
Floor Area; Net floor area includes the whole space inclusive of shared walkways, server rooms, shared amenity areas, etc.
Grade A office stock includes following Asia Pacific markets: Beijing, Shanghai, Shenzhen, Guangzhou, Hong Kong SAR, Taipei, Seoul,
Tokyo, Singapore, HCMC, Hanoi, Bangkok, Manila Makati and Fort Bonifacio, Delhi NCR, Bengaluru, Mumbai, Sydney, Melbourne and
Auckland.
Comparison Between Key Indian and Selected APAC Cities
Total Office Stock (as of H1 CY2024)
Tokyo is the leading market with a grade A stock as of H1 CY2024 of 284.9 Mn sq. ft. followed by Bengaluru,
MMR, and Hyderabad amongst the leading markets in Asia with a total office stock of 156.4 Mn sq. ft., 104.0 Mn
sq. ft., and 89.3 Mn sq. ft., respectively as of H1 CY2024.
5 This includes grade A office stock includes following Asia Pacific markets: Beijing, Shanghai, Shenzhen, Guangzhou, Hong Kong SAR,
Taipei, Seoul, Tokyo, Singapore, HCMC, Hanoi, Bangkok, Manila Makati and Fort Bonifacio, Delhi NCR, Bengaluru, Mumbai, Sydney,
Melbourne and Auckland.
190284.9 Select Global Cities -Total Office Stock (Mn sq. ft.) as of H1 CY2024
156.4
104.0 89.3
65.5 63.1 62.0 56.2 55.2 46.5 33.8 18.8 12.8
o
y k o T
u
r u la g n e B
ia
b m u M
d
a b a re d y H
n
o a g r u G
e
r o p a g n iS
ia
n n e h C
e
n u P
lu
o e S
a
lin a M
a
d io N
a
ta k lo K
ih
le D
Source: CBRE, as of H1 CY2024
Notes:
(1) The office stock figures are in Net Floor Area (NFA) including Grade A & B stock; Net floor area includes the whole space inclusive of
common corridors, server rooms, shared amenity areas, etc; the office stock numbers for Seoul are inclusive of only Grade A stock
Tokyo along with Indian cities such as Bengaluru, MMR, and Hyderabad currently have the highest total stock
when compared with selected cities (Seoul, Manila, Singapore) in APAC. India had an increased interest/traction
from occupiers, indicating an increase in demand for office spaces. The increasing preference for quality office
spaces coupled with the office stock in India highlights the evolving expectations of occupiers and India’s ability
to meet those demands. Consequently, the market has witnessed an increase in space take-up for quality spaces.
Cumulative Office Absorption (CY2018 – H1 CY2024)
Growing economy and domestic consumption coupled with relatively affordable rentals and growing demand
from domestic and Multinational Corporations (MNCs) globally has been a critical factor in key Indian cities
having the highest office absorption amongst selected global cities as highlighted in the below chart. Bengaluru,
the largest market in APAC absorbed more office space than the selected APAC cities (Tokyo, Seoul, and
Singapore) combined in CY2018 – H1 CY2024. (Source: CBRE)
Select Global Cities -Cumulative Office Absorption in Mn sq. ft.
(CY2018 -H1 CY2024)
67.4
41.6
35.4
28.3 27.0 26.6 25.1
13.6 12.1 8.2
3.9 2.2
u
r u la g n e B
d
a b a re d y H
o
y k o T
ia
b m u M
ia
n n e h C
n
o a g r u G
e
n u P
a
d io N
lu
o e S
a
ta k lo K
e
r o p a g n iS
ih
le D
Source: CBRE
Note: The cumulative absorption figures are in Net Floor Area (NFA) including Grade A & B stock; Net floor area includes the whole space
inclusive of common corridors, server rooms, shared amenity areas, etc; the absorption numbers for Seoul are inclusive of only Grade A stock
Return to the office – A Key Driver for Office Demand
CBRE’s Global Occupier Survey highlights that despite widespread acceptance of hybrid working, expectations
for office attendance are higher in APAC than in other regions. While 34% of employers in this APAC region
expect their staff to fully work from the office, the equivalent figures in the US and EMEA stands at just 7% and
2% respectively. Amid growing awareness of the issue of wellness in the office and the need for collaboration
and personal relationships, coupled with the limitations of working from home such as the unavailability of
internet connections and constraints on household space, data theft, many organizations have experienced a
strategic shift from working from home to hybrid or completely in-office models. (Source: CBRE Research; Why
Asia Pacific offices are different and now is the time to invest, June 2023, Global Occupier Survey)
This has resulted in an increase in demand for high-quality spaces in APAC region over the past few years, with
occupiers seeking high-quality offices delivering an optimal combination of location, design elements,
technology, services, and amenities.
191Source: CBRE Research; 2023 Office Occupier Sentiment Survey: Global Summary, September 2023
Note: Unsure is included as an option in Asia Pacific, Percentages may not add up to 100% due to rounding
With changing occupier preferences, employers are considering providing a greater variety of space within offices,
including flexible seating arrangements, meeting rooms, breakout areas, F&B options, and better amenities to
enhance the overall employee experience. Physical office spaces in the Asia Pacific region play a central role
given occupier preferences for high-quality digital infrastructure, collaborative spaces for employees and for
driving team building, learning, and business innovation through community and collaboration.
Flexible Workspaces – Asia Pacific (“APAC”) Overview:
The flexible workspaces6 market in the APAC region continued to display stable growth in the last few years. As
of June 2024, there were approximately over 3,000 flexible workspace centres in the region. Major industry sectors
driving demand for flexible workspace include technology and business services followed by the finance sector.
According to CBRE’s 2024 Asia Pacific Office Occupier Survey, September 2024, approximately 78% of
occupiers in the APAC region prefer enterprise solution/private suites dedicated space, and 48% also prefer event
space in flexible workspace centers.
Source: CBRE, Q2 CY2024
Note: The % highlighted above is based on enterprise customer contracts in Q2 CY2024; *The Market covered above includes Beijing,
Shanghai, Hong Kong SAR, Tokyo, Seoul, Singapore, Delhi NCR, Bengaluru, Mumbai, Sydney CBD, and Melbourne CBD; Others above
includes 3rd party space providers, Real estate, Transportation and logistics, Healthcare and life science, Resource, Education,
Public/extraterritorial organizations, Industrial, Hotels, restaurants & Leisure and consumer products
6 Flexible workspace solutions primarily refer to fully furnished and serviced real estate offerings provided by Flexible Workspace Operators
to end users with potential flexibilities built-in around aspects including but not limited to space design, tenure, area, location and product.
192
T e n a n t S e c to
O th e3
0 %
L ife S c ie n c e s6
%
r A
rs
b s o
R
r p tio
e ta il9
%
n - F le x ib le O
F in a n c1
8 %
ffic
e
e S p a c e in A s ia P
T e c h n o lo g y2
5 %
B u s in e s s S e1
2 %
a
rv
c ific
ic e s
* (fo r Q 2 C Y 2 0 2 4 )Comparison Between Key Indian and Selected APAC Cities
Total Flexible Workspace Stock (as of H1 CY2024)
Bengaluru, Pune, and Hyderabad are amongst the leading markets in APAC with a total flexible workspace stock
ranging between 22.0 – 24.0 Mn sq. ft., 10.2 – 11.2 Mn sq. ft., and 8.7 – 9.7 Mn sq. ft., respectively as of H1
CY2024. In contrast, other key cities of Asia such as Seoul, Tokyo, Singapore and Manila have a total flexible
workspace stock of approximately 6.7 – 6.9 Mn sq. ft., 6.6 – 6.8 Mn sq. ft., 4.0 – 4.2 Mn sq. ft., and 1.1 – 1.3 Mn
sq. ft. respectively.
22.0 -24.0 Select Major APAC Cities -Total Flexible Workspace Stock (Mn sq. ft.)
as of H1 CY2024
10.2 -11.2
8.7 -9.7
7.5 -8.5 6.8 -7.8 6.7 -6.9 6.6 -6.8 6.0 -7.0
5.2 -6.2
4.0 -4.2
1.7 -2.2 1.3 -1.8 1.1 -1.3
u
r u la g n e B
e
n u P
d
a b a re d y H
n
o a g r u G
ia
b m u M
lu
o e S
o
y k o T
a
d io N
ia
n n e h C
e
r o p a g n iS
ih
le D
a
ta k lo K
a
lin a M
Source: CBRE as of H1 CY2024; The flexible workspaces figures mentioned above include stock across all grades; Manila - Makati & Fort
Bonifacio
India is one of the largest flexible workspaces markets in APAC with a total stock of over 72 Mn sq. ft as of H1
CY2024 in Tier 1 cities as listed above.
While the demand for flexible workspaces has been consistently growing in the APAC market, certain drivers and
salient features of the Indian office market listed below may favor the flexible workspace segment to grow further.
− With changing occupiers’ preferences, India with its ample high-quality existing and upcoming stock in
both central/key business markets and decentralized submarkets along with an improving infrastructure
is providing flight-to-quality options. Furthermore, the Indian commercial market is witnessing a shift
towards green-certified space and sustainable buildings.
− As highlighted in subsequent sections, favorable demographics, availability of quality talent pool and
India’s competitive cost viz for talent and rentals offer businesses a compelling value proposition. These
factors may position India as a preferred destination for setting up bases for MNCs, and corporates for
their Global Capability Centres (GCCs). These companies may also consider evaluating flexible
workspaces to expand their operations in India which may also help in enabling them to outsource some
elements of their value chain including but not limited to office experience and running cost effective
operations. This may also support the existing demand for flexible workspace solutions.
− As organizations prioritize highly amenitized and tech-enabled office spaces, while pursuing capital
efficiency, operational outsourcing, and hybrid/distributed working strategies, they may also evaluate to
further integrate various types of flexible workspace solutions in their real estate portfolio. These
requirements/pursuits may also have the potential to support the demand for flexible workspaces in India
amongst a diverse set of end-users such as Startups, MSMEs, and large enterprises.
Note: Data in this section has been represented based on the most updated information available across a common period for all APAC markets
covered above, i.e. June 2024 (in order to ensure consistency across regions).
Indian Economy Overview
Overview of Indian Economy
India is one of the fastest-growing economies as of June 2025, and is the fourth largest economy after the US,
China, and Germany. (Source: Press Information Bureau, Government of India, June 2025). For 2023, India had a GDP
193growth rate of 9.2% compared to the world’s growth of 3.5% demonstrating a strong economic rebound post-
COVID-19. This growth was driven by increasing domestic demand and employment surpassing pre-pandemic
levels, increasing service exports, and a strong financial sector. India’s economy has shown steady growth of 6.5%
in FY2025. (Source: IMF, April 2025)
India is forecast to maintain the fastest real GDP growth rate compared to the world’s largest economies, at 6.2%
in FY2026 and 6.3% in FY2027. (Source: IMF, World Economic Outlook, April2025)
Source: IMF database as of April 2025, World Economic Outlook April 2025
For India, data and forecasts are presented on a fiscal year basis, and GDP from 2011 onward is based on GDP at market prices with fiscal
year 2011/12 as a base year. (Refer to Pg 12, Note 3)
India is one of the fastest-growing economies globally.
Amid geopolitical tension, rising inflation, and tough market conditions, India continues to exhibit strong
economic growth. India’s GDP is forecast at 6.2% during CY2025. This compares favorably with the world’s
major economies including China’s forecasted GDP growth rate of 4.0% for CY2025 and the USA’s forecasted
GDP growth rate of 1.8% for CY2025.
Source: IMF database as of April 2025, World Economic Outlook April 2025
* Although the IMF provides data for the majority of countries in the Calendar Year (CY), the values for India are published in the Fiscal
Year (FY). Here the growth rate shown in the 2023 bar reflects the growth rate of FY 2022/23 (starting in April 2022)
India’s digital infrastructure coupled with supportive government policies and initiatives signify India’s stable
growth by fostering innovation, accelerating financial inclusion, and enhancing the overall industry’s efficiency.
Furthermore, India’s economic growth projections indicate a growth in GDP, surpassing the growth rates of other
nations and establishing India as one of the fastest-growing economies globally. This projected growth is likely to
enhance India’s economic landscape, positioning it as a favoured geography for global investments and economic
opportunities.
194India’s Demographics and Urbanization
• India's population grew from 1.26 bn in 2011 to 1.44 bn in 2024, indicating a compound annual growth
rate (CAGR) of 1.06% during the period 2011 - 2024, and now has the largest population in the world.
(Source: IMF, April 2025) Approximately 68.7% of the population is in the age group of 15-64, which
makes it the country with the largest youth population globally as of 2024.7 (Source: UNFPA)
• The share of urban population in India has grown from 31% in 2012 to 36% in 2023. Going forward, the
share of the urban population is forecast to increase further reaching approximately 40% by 2036. (Source:
World Bank) The rapidly growing trend of urbanization and migration to Tier-18 cities in search of better
employment opportunities are likely to increase real estate demand and lead to infrastructure
development across these cities. India’s growing population and rapid urbanization have increased the
demand for quality services and better infrastructure in Tier 1 cities.
Source: World Bank – Data as of April 2025, IMF estimates, April 2025
In FY2023 India had one of the largest population of highly qualified Science, Technology, Engineering
& Management (STEM) graduates in the world. (Source: NASSCOM) India has the world’s largest
education system in terms of enrolment with a total enrolment of 265 Mn in 1.5 Mn schools and 11.31
Mn graduates including 0.89 Mn engineers and 2.32 Mn commerce graduates as of 2022. (Source: Ministry
of Education, AISHE 2021-20229)
• India has an estimated gross enrolment ratio (GER)10 of 28.4% for higher education as of 2022. The
National Education Policy is anticipated to give a boost to GER and is also expected to have a sizeable
impact on the overall market for higher education. The Government’s target of increasing GER to 50%
by 2035 with a rising student population base is expected to give a major push to the segment. (Source:
All India Survey on Higher Education, 2021-2022)
Source: All India Survey on Higher Education, 2021-2022
7 Estimated size of national population at mid-year, 2024
8 Tier 1 cities include Delhi, Gurgaon, Noida, Mumbai, Bengaluru, Hyderabad, Chennai, Pune and Kolkata
9 AISHE 2021-2022, based on the latest information available in the public domain
10 GER is a key indicator of the level of participation in higher education within a given population. Higher GER values indicate greater
enrolment in higher education among the 18 – 24 years age group.
195India’s rising gross enrolment ratio and the availability of a highly skilled talent pool have increased its
attractiveness to global companies. With the supply of experienced and new talent to cater to both core and new-
age digital technologies11, multinational corporations & Global Capability Centres12 are considering India as a
viable location, capitalizing on the country’s educational infrastructure, domestic consumer market, and labor cost
arbitrage.
Growing Labor Force Participation Rate and Employment
Driven by the aforementioned indicators, the employment landscape in India has witnessed a shift, with the share
of total employment in the services sector increasing from 30% in FY2013 to 34% in FY2023. (Source: RBI, KLEMS
employment Database, July 2024)
Key indicators such as India's unemployment rate, worker population ratio, and labor force participation rate have
witnessed a positive trajectory over the past 5-6 years indicating an evolving labor market in India. This has been
supported by key government initiatives such as Atmanirbhar Bharat Abhiyan, Product Linked Incentive scheme,
Skill India Mission, and Start-up India, which have assisted in job creation and creating a supportive environment
for Small & Medium Enterprises SMEs/Startups. The unemployment rate has declined from 6.0% in 2017- 201813
to 3.2% in 2023-2024, with the unemployment rate in the younger population of India (youth aged 15-29 years)
declining from 17.8% in 2017-2018 to 10.2% in 2023-2024. (Source: The Indian Economy Review – January 2024,
Economic Survey, 2024, Department of Economic Affairs; Annual Report, Periodic Labour Force Survey 2023-2024)
Source: Periodic Labour Force Surveys, Employment and Unemployment Scenario of India, September 2024, Directorate of General
Employment
Note – The survey period of PLFS surveys is from 1st July to 30th June of next year.
Increasing Number of People Employed in the Services Sector
The services sector14 led by technology and financial services continues to be one of the key drivers of the Indian
economy contributing to the rising number of people employed in India. The services sector has outperformed
GDP growth i.e., 6.2% CAGR between FY2015-2023 as compared with 6.0% growth of GDP during the same
period.
11 New age digital technologies such as Internet of Things, Big Data, Artificial Intelligence, Cloud Computing, Augmented and Virtual reality
etc.
12 GCCs are the captive hubs that include both MNC-owned units that undertake work for the parent’s global operations and the company-
owned units of domestic firms.
13 The survey period of PLFS surveys is 1st July to 30th June of next year.
14 According to the National Accounts classification, services sector covers a wide range of activities such as trade, hotels, and restaurants;
transport storage and communication; financing, insurance, and real estate; and business services; and community, social and personal
services. In the World Trade Organization (WTO) and Reserve Bank of India (RBI) list of services, construction is also included. (Source:
Government of India)
196Source: Ministry of Commerce and Industry, April 2024, Ministry of Statistics and Program Implementation, February 2025, IMF estimates,
World Economic Outlook, April 2025
Employment in the services sector increased from 141 Mn in FY2013 to 201 Mn in FY2023, highlighting the
sector’s growth and indicating a shift towards white-collar jobs. (Source: RBI, KLEMS employment Database, July
2024)
India’s services sector was the largest recipient of Foreign Direct Investment (FDI) inflows worth USD 118.8 bn
between April 2000 and March 2025, i.e., 16.3% of total FDI Equity inflow15 during the same period. The services
sector’s FDI equity inflows have remained within the range of 14-17% of the total over the past 4 years.
India’s business environment, government initiatives, and dynamic workforce, contribute to diverse and
employment growth with more job opportunities. As per Reserve Bank of India’s latest KLEMS data, employment
in the country has grown at a CAGR for 5.2% during the period FY2018 – FY2024 (643.3 Mn in FY2024
compared to 475 Mn in FY2018). (Source: Ministry of Labour & Employment, Press Release, July 2024) This growth is
driven by white-collar jobs supported by next-generation industries across key sectors such as Information
Technology, Sustainability, Healthcare, and Automobiles amongst others.
The Technology Industry is one of the Key Drivers of the Services Sector
COVID-19 has accelerated the structural shift, driving the use and deployment of technology, especially cloud,
data analytics, e-commerce, and digital transformation. (Source: Ministry of Commerce & Industry, April 2024). The
Indian technology services sector continues to evolve as the focus is moving towards higher value-added services
with Indian companies and Global Capability Centres (“GCCs”) of multinational corporations, now providing
end-to-end services to their clients. This trend has been one of the key drivers for the office segment in the country.
With a revenue of USD 268.8 bn in FY2024, the technology industry is estimated to grow by 5.1% reaching
revenue of USD 282.6 bn in FY2025. The positive outlook of this sector is further reflected in the net hiring, with
an addition of 1,26,000 direct employees over FY2025 and the total direct employees estimated at 5.8 Mn in
FY2025. (Source: NASSCOM)
Concentrated efforts from the Indian Government’s launched programs PM Kaushal Vikas Yojana 4.016, National
Digital Literacy Mission17, Pradhan Mantri Grameen Digital Saksharta Abhiyan (PMGDisha)18, the world's largest
digital literacy program, Centre of Excellence for IoT and AI’ along with forward looking initiatives such as
15
Services sector’s FDI share on cumulative amount of FDI equity inflow excluding, amount remitted through RBI’s NRI Schemes (USD
728.9 billion)
16 A scheme to enable ecosystem for youths to get skilled, enable delivery for skill training in a market-oriented and demand driven manner,
thereby improving employability of candidates.
17 The Digital Saksharta Abhiyan (DISHA) or National Digital Literacy Mission (NDLM) Scheme has been formulated to impart IT training.
18 Launched in 2017, Pradhan Mantri Gramin Digital Saksharta Abhiyan (PMGDISHA) is a scheme' to usher in digital literacy in rural India
with a target to cover 6 crore rural households (one person per household) across the country.
197National Data Governance Policy are expected to enable India to continue emerging as a leading market for GCCs/
technology sector owing to its growing pool of talent.
Source: Ministry of Electronics and Information Technology, NASSCOM
Overall, the direct employment in Technology industry is forecasted to be approximately 5.8 Mn people with over
1.4 Mn digitally skilled talent workforce. India continues to be one of the preferred global sourcing locations,
representing a 57-58% share in global sourcing19. India has seen an increase of new-generation technology
businesses with over 8,100 digital solution providers employing approximately 1.4 Mn employees. (Source:
NASSCOM)
Through the integration of technology in the real estate sector, PropTech20 is improving the industry’s efficiency
and accessibility for consumers. With automation, 3D views, and market research coupled with secure remote
transactions, PropTech has improved transparency in the market along with efficient use of resources. While
PropTech in India is still in its early stage, the integration of digitalization and technological advancements is
further expected to increase demand for real estate in India. (Source: CBRE )
Sub-sectors like Engineering R&D, with GCCs spanning across Services and BPM, have emerged as key growth
hotspots. Digital Engineering is expanding into sectors like BFSI, Healthcare, and Retail, with nearly two-thirds
of large deals centred on this shift. The industry exports revenue now indicates an equal revenue split between
Global MNCs (including GCCs) and Indian service providers. (Source: NASSCOM) India, with its thriving
technology industry, lowest-tech talent demand-supply gap21 and, cost advantage is well placed to capitalize on
this trend.
Growing per capita income in India
The per capita gross national income of India grew from INR 117,131 in FY2017 to INR 231,711 as of FY2025F,
registering a CAGR growth of 8.9% during the same period. Metropolitan cities in India have played an important
role in increasing India’s economic growth and employment landscape. This growth is driven by increasing
urbanization, increasing labour force participation rate, and availability of talent pool across these cities coupled
with the growing service sector. Cities such as New Delhi and Hyderabad have per capita incomes that are 2.6 -
2.7 times higher than the national average. (Source: Second Advance Estimates of Gross Domestic Product for 2024-25,
Ministry of Statistics and Programme Implementation, February 2025; National Accounts Statistics 2025, Ministry of Statistics
and Programme Implementation, May 2025)
19 Global Sourcing refers to the services sourced from a country/countries different from the country where the firm receiving services is
located; It includes both offshoring and near-shoring
20 Proptech, or property technology, is this intersection of the real estate industry with technology, software, and digital solutions aimed at
maximising the sale-purchase, research, marketing, and management of properties. (Source: Startup India, Ministry of Commerce and
Industry)
21 Lowest tech talent demand supply gap among global tech leaders such as USA, UK, Canada, and Australia. Source: NASSCOM – Strategic
Review, 2024
198Source: National Accounts Statistics 2025, Ministry of Statistics and Programme Implementation, May 2025
Growing income levels in India led to an increase in the number of millionaires across the country. Approximately
326,400 individuals are classified as millionaires (USD 1 Mn+) as of December 2023, highlighting an 85%
increase in wealth over the past decade. Mumbai and Delhi rank among the top 10 wealthiest cities in the BRICS22
nations for 2024.23 (Source: World Health, Henley & Partners, December 2023) This increase in income levels is
reshaping Indian consumer behaviour. The Indian consumption landscape is experiencing a strong growth phase,
supported by increase in discretionary spending with a focus on improving lifestyle and quality of life.
Driven by increasing income levels in India, net national disposable income had a CAGR growth of 10.1 %
from FY2016 to FY2024. The Household Individual Consumption Expenditure (at current prices) had a CAGR
growth of 10.5% from FY2016 to FY2023 from INR 85.7 trillion in FY2016 to INR 190.7 trillion in FY2023.
This growth is primarily driven by factors such as rising discretionary spending, urbanization, expanding middle
class, and changing lifestyles. (Source: Ministry of Statistics and Programme Implementation, May 2025)
India’s per capita income has witnessed growth over the past few years. This growth is driven by the growing
economy, favourable and growing white-collar employment landscape. Consequently, metropolitan cities with
higher per capita income levels compared to the national average on the account of employment generated across
the services sector, has resulted in relatively high per capita consumption expenditure.
India’s Emergence as a Favoured Investment Destination
India has remained a favoured destination for long-term foreign capital investments. The total FDI inflows from
April 2000 to March 2025 were USD 1072.3 bn. Out of the total FDI inflows from FY2016 – FY2025 were USD
703.6 bn i.e., a 105% increase from USD 343.1 bn during the previous 10 years (FY2006 – FY2015). (Source:
Department for Promotion of Industry and Internal Trade, FDI Factsheet, March 2025). The 2024 Kearney FDI
Confidence Index ranked India 4th in the Emerging Market Economy (EME) category, indicating its attractiveness
as an FDI destination, despite the recent moderation and volatility in global capital FDI investments. (Source:
Monthly Economic Review, April 2024)
In CY2023, capital inflows in real estate were led by development sites and built-up offices. Supported by
relatively larger presence of investment grade projects, growing urban infrastructure, a diverse talent pool and
overall market maturity, Tier 1 cities accounted for approximately 72% of the equity inflows. If the historical and
prevailing trends continue, the office sector is expected to continue to be one of the leading beneficiaries of the
total institutional inflows.
Institutional investors have primarily infused capital to acquire built-up office assets, which had a share of over
60% (approximately USD 8.8 bn) in total investments. The past six years saw more than a dozen foreign
institutional investors, asset managers, and developers entering the Indian real estate sector. (Source: RCA, VCC
Edge)
The growing real estate sector has further increased investments resulting in significant capital inflow from
domestic and international investors. This trend continued in H1 CY2024, with development sites and land
attracting approximately USD 2.3 billion, which constituted nearly 36% of the total capital inflows during this
22 BRICS nations include Brazil, Russia, India, China & South Africa
23 Mumbai has an estimated 58,800 millionaires while Delhi has approximately 31,000 millionaires.
199period. The office sector followed closely, with capital inflows of around USD 2.2 billion, representing nearly
35% of the total as of H1 CY2024. Tier 1 cities maintained their status as key markets for capital inflows in the
office segment, accounting for a substantial share of over 90% as of H1 CY2024 (Source: RCA, VCC Edge).
Macro-Economic Environment and Key Trends Assisting Real Estate in India
The continued focus of the Indian Government on programs such as ‘Make in India (2014)’, ‘Startup India’, and
‘Atal Innovation Mission’ has assisted in fostering a supportive ecosystem for domestic enterprises. These
initiatives credited in strengthening India’s ranking in the Global Innovation Index (GII) from 81st in 2015 to 39th
in 2024. Also, cumulative FDI inflows in the manufacturing sector have increased by 68.9% to USD 165 bn
(FY2014–2024) from USD 97.7 bn (FY2004-2014), post incorporation of the Make in India initiative. (Source:
Press Release, Ministry of Commerce and Industry, September 2024)
India’s startup ecosystem had growth contributed by an increase in venture capital investments, Government
initiatives, and innovation. India is the 3rd largest ecosystem for startups globally with over 1,57,706 as of
December 31, 2024. (Source: Ministry of Commerce and Industry, February 2025) The Department for Promotion of
Industry and Internal Trade(“DPIIT”) - recognized startups across 770 districts of India as of December 31, 2024.
(Source: Department for Promotion of Industry and Internal Trade, Prabhaav, January 2025) This startup activity is further
supported by the growing Indian economy, enabling a favorable environment for innovative businesses. The
volatility in many international markets has enhanced investment focus towards India. This trend is expected to
position India as a hub for startup activity.
If historic and current trends continue, domestic enterprises are likely to require larger office spaces to
accommodate a growing workforce and facilitate collaboration, contributing to the growth in demand for India’s
commercial real estate sector.
Major Structural Reforms by the Indian Government to Assist Economic and Real Estate Growth
Key Initiatives Intended to Assist Commercial Real Estate Growth:
1. Real Estate Regulation and Development Act, 2016 (“RERA”): The RERA was introduced to protect
the interest of buyers and enhance transparency and fair practices in the real estate sector. It aimed to
encourage the investment in the sector. The Real Estate Act makes it mandatory for each state and union
territory, to form its regulator and frame rules that will govern the functioning of the regulator. It directly
affects buyers, intended by increasing trust and transparency in the market, which was a key factor
impacting slow activity levels in the sector over previous years.
2002. Amendment to Special Economic Zone (SEZ) Rules, 2006; De-notification, 2023: In early 2023, the
Union Ministry of Commerce and Industry amended the act allowing a floor-wise de-notification of the
leasable area in SEZs into non-SEZ areas. The proposed regulation is expected to enable SEZ developers
to attract more firms engaged in domestic activities, not just export-oriented firms in these developments.
The changes in SEZ rules are also expected to allow corporations with an existing footprint in SEZs to
expand /relocate to de-notified spaces in the same developments. This has impacted new project launches
and development completions in the office segment, assisting the overall growth of the office segment
in India. This is also expected to have a flow-on effect on the flexible workspace market in India.
3. Amendment to SEBI (REIT) Regulations, 2014; March 2024: SEBI has introduced the Small and
Medium Real Estate Trusts (SM REITs) Framework, to provide due regulatory oversight, adequate
disclosures, and investor grievance redressal mechanism. According to the amendments, SM REIT can
be set up as a Trust with an asset size of INR 50 Crores (as against INR 500 Crores in REIT). This
amendment allows investors to invest in the completed and rent-yielding real estate with a minimum
investment of INR 10,00,000. This amendment will increase access to real estate investments, and
provide liquidity in the market, thereby facilitating further growth of REITs and consequently growth of
the real estate sector in India.
4. Make in India, 2014: The ‘Make in India' initiative was launched to facilitate investment, foster
innovation, build best-in-class infrastructure, and make India a hub for manufacturing, design, and
innovation. Indian Real Estate Industry will play an important role in providing necessary infrastructure
development for the manufacturing industry being set up by Indian and foreign businesses. These
investments by Indian and foreign industrialists are likely to contibute to downstream demand for
commercial office spaces, residential properties, and the construction of factory buildings.
Key Initiatives Intended to Fuel Economy and Overall Real Estate Growth:
5. Insolvency and Bankruptcy Code, 2016 (“IBC”): The IBC was introduced to provide a time-bound,
unified insolvency process, and aims to maximize recovery by preserving companies as a going concern.
6. Goods and Services Tax, 2017 (“GST”): GST is a unified sales tax, which has replaced approximately
ten central, state, and local taxes in India. Implementation of GST has removed the cascading effects of
tax to increase cost efficiency, reducing prices and leading to the formation of a unified national market.
7. Amendment to Insolvency and Bankruptcy Board of India (IBBI) liquidation Process) Regulations,
2016; February 2024: On 13th February 2024, the Insolvency and Bankruptcy Board of India (IBBI)
amended Regulations, 2016. Wherever the corporate debtor has given possession to an allottee in a real
estate project, such asset shall not form part of the liquidation estate of the corporate debtor.
8. Pradhan Mantri Gati Shakti National Master Plan: INR 100 trillion worth of infrastructure plan is to
be developed to augment economic growth. The holistic infrastructure development program plans to
improve employment opportunities. The mission aims to improve connectivity in the country. Economic
Zones like textile clusters, pharmaceutical clusters, defence corridors, electronic parks, industrial
corridors, fishing clusters, agri zones will be covered to improve connectivity. (Source: National Portal of
India, Government of India) This, in turn, is likely to drive demand for commercial real estate spaces,
especially across key logistic hubs and industry corridors.
9. Other Initiatives: There have been several government initiatives aimed at improving India’s
competitiveness and ease of doing business. Increased spending on infrastructure including both
Railways and the PMAY24 scheme along with an allocation of INR 10,000 crore per year for an Urban
Infrastructure Fund for tier – 2 & tier 3 cities to aid in home ownership is anticipated to stimulate the real
estate market in India. (Source: Union Budget of India 2022 – 2023), FDI reforms across multiple sectors,
push towards Digital India, New Foreign Trade Policy, Phased Manufacturing Programme (PMP)
amongst others and Startup India Initiatives coupled with key incentives to start-ups are key steps taken
by government to enhance the global competitiveness of Indian industries as a part of the roadmap for
India 2047. (Source: Press Release – Government takes several steps to promote business, boost startups and
manufacturing, Ministry of Commerce & Industry, dated 30th July, 2024)
24Pradhan Mantri Awas Yojana-Urban (PMAY-U), being implemented since June 2015, is one of the major flagship programmes by
Government of India to provide all weather pucca houses to all eligible beneficiaries in the urban areas of the country through
States/UTs/Central Nodal Agencies.
201Disclaimer for the Sections below
The data presented in this report was compiled at the time of its generation. It is important to note that minor
variations may exist when compared to other reports of a similar nature due to differences in the underlying data
which may change intermittently as new information becomes available.
Forecasts, estimates, and other forward-looking statements contained in this Industry Report are inherently
uncertain, as any change in factors underlying their assumptions, or events or combinations of events that cannot
be reasonably foreseen, may have a significant impact. Actual results could differ materially from such forecasts,
estimates, or such statements. All figures provided below are approximate only, based on data available.
Overview of the Indian Office Market
Introduction
India’s commercial office25 stock stands at an estimated 883 Mn sq. ft. as at Q1 CY2025. It is concentrated in the
top 9 cities comprising of Bengaluru, Mumbai Metropolitan Region ("MMR"), Hyderabad, Gurgaon, Chennai,
Pune, Noida, Kolkata, and Delhi in order of size of market. The approximate 883 Mn sq. ft. total stock26 is
considered as organized stock27 and is purely utilized as office space. Out of the total stock, approximately 80%
is non-SEZ stock i.e. 706 Mn sq. ft. and the remaining 20% (177 Mn sq. ft.) is classified as an SEZ stock28 .
(Source: CBRE)
India -Top 9 Cities -Office Stock (Mn sq. ft.) –as at Q1 CY2025
Kolkata Delhi
3.2% 1.7%
Noida
5.5%
Bengaluru
25.6%
Pune
9.8%
Total Stock
~883 Mn sq.ft.
Chennai
10.3%
Mumbai
17.4%
Gurgaon Hyderabad
10.7% 15.7%
Source: CBRE, as of Q1 CY2025
Evolution of Office Stock in India
India's office real estate landscape has changed in the past two and a half decades. Since the early 2000s, office
stock has grown more than 20 times from approximately 44 Mn sq. ft. as of pre-CY2003 to approximately 883
25
All commercial office references in the report pertain to organized stock unless otherwise stated.
26 Total stock here represents the total completed space (occupied and vacant) in the market at the end of the Q1 CY2025.
27 Organized stock represents the inventory held by organized private developers and institutional developers.
28 SEZ Stock refers to a development type: includes all IT focused Special Economic Zones approved as per the SEZ India Authority. Non-
SEZ stock refers to a development type; includes buildings developed for occupiers involved in IT/ITeS operations (as defined in the National
and State Level IT Policies), inclusive of STPI (Software Technology Parks of India) and includes all non-IT buildings, inclusive of those for
corporate office space.
202Mn sq. ft. as at Q1 CY2025. Indian real estate has emerged as a favored investment asset class due to various
factors including the growth of the economy, demand-supply fundamentals, investor-friendly policies, and
increased transparency. Various Global Sovereign and Pension Funds are setting up and expanding their India
presence with a long-term investment horizon of 10 to 15 years, which will add further stability & depth to the
Indian office market.
Historically, the Indian office market witnessed an increase in overall commercial office stock from an estimated
341 Mn sq. ft. in CY2011 to approximately 591 Mn sq. ft. in CY2018 growing at a CAGR of 8.2% during the
period. Furthermore, the Indian office market had an estimated supply addition of approximately 292 Mn sq. ft.
during the period CY2019 – Q1 CY2025.
Building upon the sector’s strong growth trajectory, characterized by two years of record leasing activity, India’s
office sector is anticipated to experience continued expansion in 2025. This growth is likely to be driven by the
strategic expansion of portfolios by domestic and global firms, which coupled with planned investments, solidifies
the sector’s outlook. (Source: CBRE, India Office Figures Q1 2025, April 2025)
Source: CBRE, as of Q1 CY2025
The forecasts have been made considering historic trends, ongoing market activity, and certain parameters such as development pipeline that
may have an impact on the upcoming supply in the commercial real estate market across Tier 1 cities.
Key Drivers of Office Demand
Large, English-Speaking Talent Pool
The availability of English-speaking skilled manpower (second largest English-speaking population in the world),
11.31 Mn graduates (including 0.89 Mn engineers and 2.32 Mn commerce graduates as of 2022) and the
improving quality of multi-disciplinary educational institutions provide a large and skilled talent workforce.
(Source: Ministry of Education, AISHE 2021-2022) In FY2023, India recorded one of the world’s largest annual supply
of STEM graduates at over 2.5 Mn. (Source: NASSCOM)
India’s digital talent pool is estimated to account for approximately 38% of total talent in technology industry i.e.,
an estimated 5.8 Mn as of FY2025. This growth is supported by educational programs and upskilling initiatives
such as PM Kaushal Vikas Yojana 4.0 and FutureSkills Prime, National Digital Literacy Mission and Pradhan
Mantri Grameen Digital Saksharta Abhiyan (PMGDisha), the world's largest digital literacy program. This
growing talent is anticipated to bridge the gap between demand and supply for skilled professionals, solidifying
India’s status as a leading global hub for tech talent. (Source: NASSCOM)
203Competitive Cost Advantage
India has a cost advantage compared to many of its global counterparts. Further, the operating cost per full-time
equivalent ("FTE") for Application Development and Management/Maintenance ("IT-ADM") services is
relatively less. (Source: CBRE, NASSCOM)
GCC Charting a New Technology Era and Driving Growth
While the first two decades of India's growth in the technology industry were led by third-party service providers,
the last decade has seen the emergence of Global In-House Centres ("GICs", also called captives or Global
Capability Centres "GCCs")29.
Indian GCC ecosystem has become a sandbox30 for global companies driving organization-wise transformative
initiatives. From decentralization and diversifications of portfolios, to creating innovation hubs, Indian GCCs are
strategically restructuring and transitioning from their origins as cost arbitrage centres, to a hub for service
transformation with a focus on value enhancement and skilled talent. (Source: NASSCOM, Zinnov, GCC 4.0 India
Redefining Globalization Blueprint, June 2023)
Wave 1.0 Wave 2.0 Wave 3.0 Wave 4.0 & beyond
GCC transitions to a Portfolio GCC transitions to a
GCC as on Outpost GCC primarily a Satellite
Hub Transformation Hub
As of FY 2010 As of FY 2015 As of FY 2023
Total No. of GCCs: Total No. of GCCs:
Total No. of GCCs: 1,580+
700+ 1,000+
Revenues: USD 46.0 bn
Revenues: USD 11.5 bn Revenues: USD 19.4 bn
Total Installed GCC Talent:
Total Installed GCC Total Installed GCC
1,659K+
Talent: 400K+ Talent: 745K+
29 Note: GCCs are the captive hubs that include both MNC-owned units that undertake work for the parent’s global operations and the
company-owned units of domestic firms.
30 a metaphorical boundary, imposed on an area in which you can freely test ideas and innovate.
204Wave 1.0 Wave 2.0 Wave 3.0 Wave 4.0 & beyond
1. Hub for as-a-Service
Transformation
1. Digital Transformation &
Innovation 2. Customer-Centric Business
Development
2. Transition to GBS
3. Accountability of Creating
3. Peer Collaboration Newer Hubs
4. Portfolio Expansion & 4. Monetizing Service
Ownership Capability
1. Delivery Excellence 5. Global Roles
1. Cost & Talent 2. Innovation
Arbitrage
Pre 2010 2011-2015 2015-current Current onwards
Source: NASSCOM
GCCs in India have evolved from support centres with 700 GCCs in FY2010 to transformation hubs with over
1,700 GCCs as in FY2024. The number of GCCs in India is forecasted to grow at 4-5% (y-o-y) reaching more
than 2,100 – 2,200 GCCs by FY2030. (Source: NASSCOM)
This growth is supported by the availability of a skilled workforce at relatively lower cost coupled with
competitive rentals and government reforms such as Startup India and Digital India.
The GCCs revenue has also increased from USD 30.5 bn in FY2019 to USD 64.6 bn in FY2024 and is further
forecasted to reach USD 99-105 bn by FY2030. (Source: NASSCOM).
No. of GCCs in India GCC Revenue (USD bn)
CAGR~ 4 -5 % CAGR~ 9-10%
0 0 1
,2-0
0 2 ,2
5
0 0 0
3 0 1
4 ,1 7 ,1 5 .0 6 .4 9-
3 6 9
R 4 F
9 1 0 2 Y
F
2 0 2 Y F 0 3 0 2 Y
F
R 9 1 0 2
Y
4 2 0 2 Y
F
F 0 3 0 2
Y
F F
Source: NASSCOM– India GCC Landscape Report – The 5 Year Journey, September 2024
GCCs have steadily expanded their footprint in India and have become a critical driver of office demand across
most markets. The overall GCC leasing in India has increased from 19 Mn sq. ft. in CY2022 to 29 Mn sq. ft. in
CY2024. Furthermore, out of the overall office space leasing, GCC space take-up in the Tier 1 cities had an
increase from an estimated 31% in CY2022 to 36% in CY2024. While Bengaluru continues to account for the
largest share in leasing, Hyderabad, Chennai, and Pune have also seen increased traction. This is due to a trend
amongst GCCs moving closer to their talent pool and the increased availability of quality office supply by large
developers and institutional investors. (Source: CBRE).
205No. of employees working in GCCs (million)
CAGR~ 6-8%
8
+
.2
4
0
9
5-
.1 .1 .2
R 4 F
9 2 0 1 0 3
0 2 2 Y 0 2
Y F Y
F F
Source: NASSCOM Source: NASSCOM; Others include Tier II & III cities in
India
A clear shift is being observed in India as most of the new GCCs entering the country are establishing multi-
functional centres Engineering, Research & Development (ER&D), IT, and Business Process Management).
GCCs in India are supporting their HQs with transformation initiatives such as building new products, creating
technology enhancements, and becoming a business hub for their parent organization. Tier I cities remain the
preferred destinations for GCCs in India, with approximately 96% of the talent housed in these cities.
Owing to the availability of new and experienced talent, a supportive regulatory framework coupled with the
availability of quality grade and cost-effective real estate, India is moving towards becoming one of the preferred
locations for offices of GCCs & multinational corporations.
Rise of Indian Companies
Domestic Firms to Increase Overall Space Take-up
Supported by the country’s steady economic growth, domestic companies are emerging as a strong force in the
demand for office space in India. This demand is driven by a period of financial buoyancy and a well-capitalised
financial system, enabling domestic companies to invest in expansion and enhance their market presence. In terms
of office absorption by domicile, domestic firms are emerging as a key demand contributor for office space
accounting for 47% of commercial leasing in CY2024. This trend is propelled by a growing consumption base in
the country.
The expansion of domestic firms is further supported by the government's emphasis on infrastructure development
and the execution of several reform measures. Beyond traditional industry sectors, the office market is likely to
benefit from the expansion of flexible workspace operators, Research Consulting & Analytics, aerospace and
automobile firms.
Source: CBRE, Data as at Q1 CY2025
The advancement in India’s startup eco-system has contributed to the growth in demand for both office spaces
and flexible workspace solutions. India is the third largest startup ecosystem in the world, supported by business
environment, talented workforce, digital transformation, and an entrepreneurial and innovation spirit. The number
of recognized startups in India has grown at a rate of 34% during the period CY2023 – CY2024, resulting into
over 1,59,157 startups as of January 2025 with approximately 49% of startups from Tier 1 cities. (Source: Ministry
of Commerce, and Industry, Nine Years of Startup India; PRABHAAV, January 2025) The presence of startups has
increased six folds in the last seven years with presence across 670+ districts across the country as of December
31, 2023. (Source: States’ Startup Ranking 2022, National report, Ministry of Commerce, and Industry)
206
S o u
0
r
.4
0102
YF
c e
N o
0 +
: N
. o f e
0 .7
5102
YF
A S S C
m
5
O
p
+
M
lo
1
y e
.1
9102
YF
e
8
s
+
w o
1
r k in
.3 0 +
0202
YF
g in G
1 .3 8
1202
YF
C
+
C
1
s (
.5
2202
YF
m
0 +
illio
1
n
.6
3202
YF
)
6 +
2 .0
F5202
YF
0 +
S o u r c e : N A S S C O M ; O th e r s in c lu d e T ie r II & III c itie s in In d iaSupported by the Startup India Initiative, Innovations for Defence Excellence, Atal Innovation Mission,
Innovation and Agri-Entrepreneurship Development Program, India has seen the emergence of 118 unicorns31 as
of January 2025, shaping India’s economy and innovation landscape.
Source: Press Information Bureau, Department for Promotion of Industry and Internal Trade, June 2025
Along with the increasing number of startups and unicorns in India, many Indian startups such as Oyo Hotels and
rooms, Ola Cabs, and Tonbo Imaging and Lenskart, MakeMyTrip amongst others are expanding their operations
beyond the domestic market and venturing into international markets by forging strategic partnerships or through
acquisitions. This has increased international opportunities across the sectors such as travel, brands, real estate,
SaaS enabling global expansion and growth. (Source: Indian Startups go global, Ministry of External Affairs, Government
of India)
Subsequently, the growth in Indian startups has led to an increased traction from multiple sectors including BFSI
amongst others, resulting into growth in demand for office space.
Indian Office Market Overview
Recovery post COVID-19 related disruptions,
After India had recorded 66.6 Mn sq. ft. of gross absorption32 in CY2019, office demand slowed across all cities
post-March 2020 due to the impact of the global pandemic and local lockdowns in CY2020 and CY2021. Globally
and in India, companies paused decisions on office take-up as management teams and corporate real estate
decision makers initially focused on managing short-term business continuity priorities and thereafter assessing
future growth plans and office accommodation strategies.
The office sector in India exhibited recovery in CY2022 as occupier sentiments improved due to the relatively
less severe Omicron (COVID-19) wave, the subsequent relaxation of restrictions and improved vaccination rates.
As markets reopened across India, enquiries and inspections increased and the quantum of RFPs across cities also
grew during CY2022. Consequently, strong leasing performance was observed in CY2022 (62.0 Mn sq. ft. gross
absorption) in comparison to CY2021 (44.8 Mn sq. ft. of gross absorption).
Indian workplaces experienced higher employee attendance & Return to Work traction in CY2023 as compared
to CY2022. The office sector continued to witness meaningful gains in CY2023, with a resurgence in occupiers’
sentiments and pent-up demand post a rise in return-to-offices. (Source – CBRE)
As of H1 CY2024 Indian cities such as Bengaluru, and Hyderabad had higher office absorption when compared
with selected cities in APAC (Seoul, Singapore, Tokyo & Manila). Led by a steady space uptake in CY2023, the
office market in India performed better than anticipated during the year, registering the second-highest absorption
figures at 68.0 Mn sq. ft, representing a y-o-y growth of 9.7% vis-à-vis the previous year and an increase of
approximately 52% over CY2021. This leasing activity was led by Hyderabad, Chennai and Mumbai having an
increase in leasing activity as compared to the previous year, buoyed by the addition of quality supply, and the
rising interest of global and Indian corporates to expand in these markets due to talent availability, infrastructure
development and competitive rentals.
Enhanced by domestic growth, improved mobility and resurgence in occupier sentiments, the office sector in India
witnessed record leasing in CY2024 of approx. 78.9 Mn sq. ft. The office absorption for Q1 CY2025 stood at 17.4
31 Unicorn refers to the companies with a market valuation of more than USD 1 bn.
32 Absorption represents the total office space known to have been let out to tenants or owner-occupiers during the survey period. A property
is deemed to be taken-up only when contracts are signed, or a binding agreement exists.
207Mn sq. ft. as against the supply completion of 10.2 Mn sq. ft. The supply influx is anticipated to remain strong,
with a significant portion of investment-grade office space forecasted to enter the market in CY2025.
During CY2024, Occupiers prioritised high quality spaces as they continued to facilitate portfolio expansion and
consolidation, strengthened by a period of financial buoyancy and well-capitalised financial system.
Source: CBRE, as at Q1 CY2025
Future supply estimates are based on analysis of proposed and under-construction buildings, however, future absorption estimates are derived
basis of past trends, current vacancy, and estimated supply. Historical data and forecasts provided for 2025, 2026 and 2027 across all
indicators are based on CBRE’s opinion of the current/historic market situation and availability of information in the public domain, any
changes to the market situation may impact the forecasts. Several factors like global macroeconomic uncertainty, geopolitical climate, pace
of construction, and developer profile/execution capability may have a significant impact on forecast estimates mentioned above. Considering
the risk factors, forecasts are likely to change with periodic reviews given the evolving situation.
Grade Classification of Office Stock
As at Q1 CY2025, over 85.1% of the commercial office stock in India, aggregating to 751 Mn sq. ft., pertains to
Grade A category. Grade A office stock registered a CAGR of 14%, from 58 Mn sq. ft. in 2005 to approximately
751 Mn sq. ft. as at Q1 CY2025. While Grade B stock accounted for approximately 14.9% of the organized
commercial office stock in India as at Q1 CY2025, a diminishing trend in the share of Grade B stock is observed
over the years. This is attributable to the evolving nature of the sector, changing occupier preference leading to a
higher introduction of quality Grade A assets.
Source: CBRE, as at Q1 CY2025
Note: The grading of the developments has been done based on various factors such as quality of development, facilities and amenities
provided, developer reputation, disposition model, etc.
Grade A: Refers to a development type; the tenant profile includes prominent multinational corporations, while the building area is not less
than 10,000 sq. ft. It includes an open plan office with large size floor plates, adequate ceiling height, 24 X 7 power back-up, supply of
208telephone lines, infrastructure for access to internet, central air-conditioning, spacious and well decorated lobbies, circulation areas, good
lift services, sufficient parking facilities and has centralized building management and security systems.
Grade B: Refers to a development type; the tenant profile includes mid to small sized corporates, average floor plate sizes, flexible layout,
adequate lobbies, provision of centralized or free-standing air-conditioning, adequate lift services and parking facilities. An integrated
property management system might not be in place, while external facade might be ordinary. Multiple ownership might be a norm.
Further, the graph below highlights the quantum and share of Grade A and B stock as at Q1 CY2025:
Source: CBRE, as at Q1 CY2025
Ownership Classification of Office Stock
In respect of the overall office stock, approximately 29.8% of the total commercial organized stock in India are
institutionally33 held as at Q1 CY2025. Further, approximately 70.2% of the total commercial organized stock in
India is non-institutionally owned stock as of Q1 CY2025.
Source: CBRE, as of Q1 CY2025
Note - Institutional Stock refers to office assets which are majorly owned and have witnessed investment activity by institutional players such
as private equity (“PE”) funds, pension funds, sovereign wealth funds, insurance companies, and real estate investment trusts (“REITs”).
Non-institutional refers to office stock that is held /owned by the developers themselves or have witnessed investment by individual investors
and HNI and /or combination of both.
33 Institutionally held stock / Institutional Stock refers to office assets which are majorly owned and have witnessed investment activity by
institutional players such as private equity (“PE”) funds, pension funds, sovereign wealth funds, insurance companies, and real estate
investment trusts (“REITs”).
209Source: CBRE, as of Q1 CY2025
Institutional assets in India have grown at a CAGR of approximately 6.5%, i.e., from approximately 156 Mn sq.
ft. in 2016 to approximately 263 Mn sq. ft. as at Q1 CY2025. Prominent cities including Bengaluru, Chennai,
Hyderabad and Mumbai, account for approximately 71% of the total institutionally held stock.
Some of the major institutional investors include Blackstone, Embassy REIT, Brookfield REIT, Mindspace REIT,
GIC, CapitaLand, Mapletree Investments, Brookfield, CPPIB, Bain Capital, Godrej Fund and Hines amongst
others.
The graph represents the bifurcation of total non-Institutional stock into Grade A & Grade B as at Q1 CY2025:
Source: CBRE, as of Q1 CY2025
Non-institutional office stock is further classified as strata stock and non-strata stock. Strata stock refers to office
space that has been sold by the developers during its marketing stage to Investors, HNIs, end users and individuals.
Non-strata stock refers to office space that is held /owned by the developer themselves.
Approximately 42% i.e., 263 Mn sq. ft. of the total non-institutional stock of 620 Mn sq. ft. has witnessed strata
sale activity.
210
B en g a lu ru
C ity -w ise s h a r e o f T o ta l I n s titu tio n a l S to c k
(A s a t M a r c h 3 1 , 2 0 2 5 )
D e lh iK o lk a ta
0 .3 %2 .0 %
N o id a4
.4 %P
u n e
B en g a lu ru1
1 .0 %
2 8 .6 %T
o t a l
M u m b ai I n s t itu t io n a l
1 1 .0 % S to c k
2 6 3 M n s q . ft
G u rg a o n
H y d e ra b a d1 1 .0 %
1 6 .2 %C
h e n n a i1
5 .5 %
H y d e ra b a d C h e n n a i G u rg a o n M u m b
C ity
ai
-w ise s h a r e o f T o ta l N o n -In s titu tio n a(A
s a t M a r c h 3 1 , 2 0 2 5 )
D e lh iK o lk a ta
2 .3 %3 .6 %
N o id a5
.8 % B en g a lu ruC
h e n n a i 2 5 .5 %7
.9 %
T o t a l N o n -I
n s t itu t io n a l
P u n e
S to c k 9 .2 %
6 2 0 M n s q . ft
G u rg a o n
M u m b ai1
0 .4 %
1 9 .9 %
H y d e ra b a d1
5 .3 %
C h e n n a i N o id a K
l S to c
o lk a ta
k
D e lh iSource: CBRE, as of Q1 CY2025
The Indian office market historically possesses and continues to offer a large potential for asset upgradation, a
variety of alternate assets34 and ageing properties in need of refurbishment.
Table highlights share of Strata and Non-Strata in Grade A stock city-wise at Q1 CY2025:
Source: CBRE, as of Q1 CY2025
Table highlights share of Strata and Non-Strata in Grade B stock city wise as at Q1 CY2025:
Source: CBRE, as of Q1 CY2025
34 Alternate assets refer to mixed-use developments, hotel, and mall establishments.
211Indian Office Market—Top 9 Cities
India’s top nine cities’ accounts for approximately 883 Mn sq. ft. of office space. These cities house India’s
political capital, financial hub, and prominent technology centers. Table below includes key office parameters for
the top nine office markets in India:
Particulars Bengaluru MMR Hyderabad Gurgaon Chennai Pune Noida Kolkata Delhi Total
Total Stock 233.7 152.5 137.6 93.5 89.8 85.9 47.1 27.7 15.0 882.9
as at Q1
CY2025 (Mn
sq. ft.)
Occupied 195.9 126.6 103.6 70.0 77.9 65.6 37.8 23.4 12.3 713.1
Stock
as of Q1
CY2025 (Mn
sq. ft.)
Vacancy 16.2% 17.0% 24.7% 25.1% 13.3% 23.6% 19.8% 15.4% 18.0% 19.2%
as of Q1
CY2025 (%)
Average 16.0 7.0 9.7 6.8 6.0 5.5 3.9 1.8 0.7 57.5
Annual
Absorption
CY2017 – Q1
CY2025 (Mn
sq. ft.)
Market Rents* 93 149 74 106 85 80 61 59 200 98
as of Q1
CY2025 (per
sq. ft. / month)
Source: CBRE, as at Q1 CY2025
MMR represents Mumbai Metropolitan Region, which includes Mumbai; *weighted average rents based on occupied stock.
Vacancy Trends
Increase in vacancy levels were witnessed in major cities across CY2020 and CY2021 attributable to slow down
in leasing activity on the back of COVID-19 pandemic and supply completion during the period. Delhi NCR and
MMR demonstrate relatively higher city level vacancy, which is due to high vacancy in certain peripheral areas
with limited infrastructure and in buildings with strata ownership and design challenges.
Source: CBRE, as of Q1 CY2025
212Rental Trends
Key markets such as Bengaluru, Pune, Hyderabad, and Chennai have consistently witnessed rent growth ranging
between 3.7% - 5.7% during the period CY2016 – Q1 CY2025, driven by constrained supply in prime locations
coupled with steady demand from technology tenants. Cities such as Mumbai, Gurgaon, Noida, Delhi, and Kolkata
have also witnessed growth albeit at a slower pace ranging between 1 – 2%.
However, limited growth in rental was witnessed during 2020-21 owing to the onset of COVID-19 pandemic.
CY2022 onwards the market has witnessed a sustained growth in leasing activity thereby moderating vacancy
levels within India. Rental outlook continues to be range bound at a city level; however established submarkets
are expected to witness a marginal uptick in the medium term on the back of quality supply in prime locations.
(Source: CBRE)
Source: CBRE, as of Q1 CY2025, *Weighted average rents based on occupied stock.
Recent Trends in Indian Office Market
1. ‘Return-to-Office’ Witnesses Higher Pace
While hybrid working model continues to be prevalent across sectors, occupiers are adopting a firmer
stance on bringing employees back to the office with 90% of occupier’s preferring at least 3 days in the
office per week. This trend is primarily driven by observed increase in office attendance owing to the
limitations of working from home such as data theft, the unavailability of internet connections and
constraint on space in household. Growing occupancy levels in offices were recorded with corporates
targeting approximately 75–80% physical occupancy in CY2024. Occupancy levels within the
workspace have been rising across sectors as occupiers focus more on employee satisfaction, experience,
and overall productivity. Sectors such as E-commerce, Engineering and Manufacturing, Banking and
Financial Services, Research and Analytics have witnessed occupancy trends ranging between 80-95%.
(Source: CBRE Research, 2024 India Office Occupier Survey, June, 202435)
35 Note: The survey was conducted during March-April 2024; Total number of respondents – 70-78*
This was a single choice question. The results are limited to those respondents who chose to answer this question and may differ from
individual companies on a case-to-case basis.
The tenant sector of the respondents are as follows: 36% as technology sector, 19% - banking, financial services and insurance, 10% -
research, consulting & analytics, 10% - life sciences, 7% - flexible workspace operators, 5% - engineering and manufacturing, 5% - education,
213Physical office spaces in India are likely to continue to play a central role given occupier preferences for
providing high-quality digital infrastructure and collaborative spaces for employees and for driving team
building, learning and business innovation through community and collaboration.
This trend is likely to see occupiers invest in developing ‘experiential workplaces’ that promote
brainstorming, enhance employee productivity, and prioritise well-being. This approach entails the
creation of high-quality assets equipped with desirable amenities, fostering a vibrant and engaging work
atmosphere.
2. Changing Occupiers focus and preferences
Occupiers are focusing more on design integration, occupancy planning, employee wellbeing, curation
of better experience coupled with integration of hospitality. Additionally, this experience is being
generated by revising their internal design requirements to potentially reduce the space density along
with increasing the focus on collaboration and community spaces. Developments by leading developers,
particularly those who operate large-scale business parks as a whole with multiple employee amenities,
are uniquely placed to adapt to these changing trends with superior portfolio quality assets to address the
needs of potential occupiers with their high-quality, safety and wellness-oriented properties, including
technological enhancements in common areas and property management. Supported by increasing
occupancies coupled with a diverse multi-generational workforce, there is a growing need of
placemaking36 & hospitality centric in-office-environment with modern designs fostering exceptional
employee experience. (Source: CBRE Consulting)
Further, occupiers remain steadfast in pursuing long-term portfolio expansion demonstrating persistent
confidence in the Indian market’s potential. As per CBRE Research, 2024 India Office Occupier Survey,
June 2024, almost 70% of the occupiers indicated their intention to increase the size of their office
portfolio over the next two years37.
3. Long-Term Relevance of Office Spaces and Changing Profile of Occupiers
Continued attractiveness of India’s office market on account of demographic factors and availability of
large-scale talent base with technical skillsets at affordable cost, positions the relevance of quality grade
office spaces in the long term. Even as occupiers are adapting to a hybrid set-up, physical offices are here
to stay as they promote key operational themes of team connection and community, collaboration;
provide access to tools and technology that is only available in physical offices; and offer better physical
setup.
While the office sector continues to be dominated by the technology firms, BFSI and E&M companies
taking a higher share in leasing. Beyond the traditional industry sectors, Flexible Workspace operators
have also emerged as one of the leading office space absorbers in the last few years. The office market
is poised to further benefit from the expansion of RCA, aerospace, and automobile firms.
During CY2024, Technology firms held the highest share in leasing followed by Flexible Workspaces
2% - electronics, 2% - telecom, 2% - infrastructure, real estate & logistics, 2% - telecom & communication.
Region of Origin – 52% - Americas, 36% - Domestic, 10% - EMEA, 2% - APAC
Portfolio Size – 36% - Small (< 1,00,000 sq. ft.); 31% - Medium (1,00,000 – 5,00,000 sq. ft.); 33% - Large (> 5,00,000 sq. ft.)
36 Placemaking spans planning, designing, and managing spaces that inspire and promote social interactions and exchange, contributing to
an elevated holistic experience.
37 Note: The survey was conducted during March-April 2024; Total number of respondents – 70-78*
This was a single choice question. The results are limited to those respondents who chose to answer this question and may differ from
individual companies on a case-to-case basis.
The tenant sector of the respondents are as follows: 36% as technology sector, 19% - banking, financial services and insurance, 10% -
research, consulting & analytics, 10% - life sciences, 7% - flexible workspace operators, 5% - engineering and manufacturing, 5% - education,
2% - electronics, 2% - telecom, 2% - infrastructure, real estate & logistics, 2% - telecom & communication.
Region of Origin – 52% - Americas, 36% - Domestic, 10% - EMEA, 2% - APAC
Portfolio Size – 36% - Small (< 1,00,000 sq. ft.); 31% - Medium (1,00,000 – 5,00,000 sq. ft.); 33% - Large (> 5,00,000 sq. ft.)
214Solution firms ranging between 21-26% and 18-23% respectively. (Source: CBRE)
Source: CBRE, as of Q1 CY2025
Note: FWS – Flexible Workspace Operators, RCA – Research, Consulting & Analytics, Others include FMCG & retail, Telecommunications,
E-commerce, Infrastructure, real estate & logistics, Media & marketing, Automobile, Aviation, Industrial Conglomerate, and Hospitality.
The numbers are mentioned as per space take up in Grade A developments and selected Grade B only across key micro markets. Thereby, it
doesn’t reflect all the deals. The above numbers are only for top 9 cities in India i.e., Delhi, Gurgaon, Noida, Mumbai, Bengaluru, Chennai,
Hyderabad, Pune, and Kolkata.
As per market analysis of the deal sizes (Mn sq. ft.) for last two years approximately 93-95% of the
overall office space take-up in tier I cities was contributed by transactions more than 10,000 sq.
ft. Transactions between 10,000-100,000 sq. ft. accounted for 49-51%. Whereas 43-45% of the total
space take-ups were by larger space requirements i.e., greater than 100,000 sq. ft.
Source: CBRE, Data as at Q1 CY2025
4. Increasing Demand for Quality Grade Office Spaces offering quality experiences
With changing lifestyles, the need for a flexible work environment, a young workforce and a higher
value-added nature of work, companies are looking for superior quality office spaces with state-of-the-
art lifestyle amenities. These facilities and amenities include integrated offices, relaxation spaces,
daycare centres, sports zones, support infrastructure (hotels, food, and beverages, on site convenience
stores, retail facilities) and tech-enabled workspaces).
In reference to the graph below, the changes in employees’ expectations are leading to evolving
requirements from occupiers. CBRE’s 2024 India Office Occupier38 Survey, June 2024, reveals that
38 Note: The survey was conducted during March-April, 2024; Total number of respondents – 70-78*
215approximately 58% of occupiers are more focused on improving employee experience, followed by
nearly 28 - 60% of occupiers focusing on amenities and services such as access to virtual events, fitness
facilities/wellness areas, outdoor amenities, and transport services. With technology integration,
approximately 35 - 55% of occupiers in India responded favourably to app-based access to F&B services,
followed by touchless building features, app-based ambient controls along with access of admin through
mobile phones.
Increasing demand and acceleration of occupiers’ return-to-office (RTO) plans propelled leasing
momentum in India. Further, continuing increase in office occupancies has prompted occupiers to renew
their focus on workplace strategies and amenities to better enable RTO amidst new flexible working
arrangements.
Source: CBRE Research – 2024 India Office Occupier Survey, June 2024
This was a multiple-choice question in the survey. The results are limited to those respondents who chose to answer this question and may
differ from individual companies on a case-to-case basis.
The tenant sector of the respondents are as follows: 36% as technology sector, 19% - banking, financial services and insurance, 10% -
research, consulting & analytics, 10% - life sciences, 7% - flexible workspace operators, 5% - engineering and manufacturing, 5% - education,
2% - electronics, 2% - telecom, 2% - infrastructure, real estate & logistics, 2% - telecom & communication.
Region of Origin – 52% - Americas, 36% - Domestic, 10% - EMEA, 2% - APAC
Portfolio Size – 36% - Small (< 1,00,000 sq. ft.); 31% - Medium (1,00,000 – 5,00,000 sq. ft.); 33% - Large (> 5,00,000 sq. ft.)
5. Consolidation with Specialized, Organized Office Developers
In the early phase of growth, India's office sector was characterized by built-to-suit, captive campuses of
various Indian technology companies. These campuses were typically developed by unorganized players
such as landowners taking up one-time developments with no linkages between enterprises, supply, and
changing requirements of occupiers towards amenities and specifications. However, in the last decade,
this fragmentation has given way to the emergence of organized and specialised office-focused
developers. Such large developers benefit from economies of scale, diversity of tenant base and strong
tenant relationships due to their focused business model.
This was a single choice question. The results are limited to those respondents who chose to answer this question and may differ from
individual companies on a case-to-case basis.
The tenant sector of the respondents are as follows: 36% as technology sector, 19% - banking, financial services and insurance, 10% -
research, consulting & analytics, 10% - life sciences, 7% - flexible workspace operators, 5% - engineering and manufacturing, 5% - education,
2% - electronics, 2% - telecom, 2% - infrastructure, real estate & logistics, 2% - telecom & communication.
Region of Origin – 52% - Americas, 36% - Domestic, 10% - EMEA, 2% - APAC
Portfolio Size – 36% - Small (< 1,00,000 sq. ft.); 31% - Medium (1,00,000 – 5,00,000 sq. ft.); 33% - Large (> 5,00,000 sq. ft.)
216
P ro m
Im
o
p
O c c u p ie
P ro p e rty p a rtn e rs h ip
A d v ic e o n p o rtfo lio s tra te g y
A p p b a s e d re g is tra tio n
T o u c h le s s b u ild in g fe a tu re s
A p p -b a s e d a m b ie n t c o n tro ls
A p p -b a s e d a c c e s s to F & B s e rv ic e s /fo o d c o u rt
A c c e s s th ro u g h m o b ile p h o n e s
C o m m u n ic a tio n o f u rg e n t/c ritic a l u p d a te s
V is ito r M a n a g e m e n t
Im p ro v in g e m p lo y e e e x p e rie n c e
A c c e s s to v irtu a l e v e n ts
te b ik e s /c y c lin g w ith a p p ro p ria te in fra s tru c tu re
T ra n s p o rt a n d c o n c ie rg e s e rv ic e s
O u td o o r a m e n itie s
F itn e s s fa c ilitie s / W e lln e s s A re a s
S e rv ic e R e q u e s ts fo r m a in te n a n c e / re p a irs
ro v e d H V A C s o lu tio n in g fo r e n e rg y e ffic ie n c y
G re e n c e rtific a tio n s
H e a lth , S a fe ty a n d w e lln e s s c e rtific a tio n s
P ro v is io n o f E V c h a rg in g in fra s tru c tu re
r 's R e q u ir e m
1
e n
1 4
1
2 %
ts fr
%
6 %
o m O
2 8
2 8
ffic
%
%
e S
3
3
p
8
8
a
%
%
4
c e s
2 %
4
4
5
8
5
8
0
%
0
%
5
%
%
4 %
5
5
8
8
6
6
%
%
0
0
%
6
%
6
6
4
4
4
%
%
%
T
E
A
P o r t f o lio
e c h n o lo g y
A d m in
x p e r ie n c e
m e n it ie s &S
e r v ic e s
F M
E S GSource: CBRE ; Data is based on information available in the public domain for the latest period. Graph represents prominent REITs in Asia
that are office focused (area represents completed/UC/Planned office leasable areas only), *Does not include office areas of third party
forward purchases, ^reflective of net lettable area, #Data as of 31 December 2024, all others reflective of data as of 31 March 2025, Total
area may differ due to number rounding.
Key Office Clusters Across Tier 1 Cities in India
Commercial properties in tier-1 cities accounted for approximately 90-95% of the total available commercial
office space stock in India as of Q1 CY202539 (These key clusters/micro-markets amongst the Tier 1 cities shall
help us understand the occupier sentiment in terms of optimal rentals, location dynamics, type and quality of
developments, other qualitative aspects that the micro-markets offer which continues to attract the occupier
interest).
CBRE has identified 33 key office clusters across tier 1 cities as highlighted below. These key clusters were
identified after assessment of multiple parameters including total stock, occupied stock, level of vacancy across
the clusters, share of micro market as a % of total stock within the city and upcoming supply along with forecasted
vacancy levels across these key micro markets. The shortlisted micro markets accounts for approximately 83% of
the total stock and 84% of the total occupied stock in tier 1 cities.
Table below includes key office parameters for the key identified clusters across Tier 1 cities in India:
Sn Total Stock Occupied Stock % of Total Market Rents*
City Micro market
no. (Mn sq. ft.) (Mn sq. ft.) Stock (INR/per sq. ft.)
1 Bengaluru Outer Ring Road 75.0 66.7 8% 100 – 105
2 Bengaluru PBD-Whitefield 50.0 40.2 6% 60 – 65
3 Hyderabad Extended IT Corridor 48.6 31.0 6% 55 – 60
4 Hyderabad IT Corridor II 46.4 39.2 5% 85 – 90
5 Bengaluru North Bengaluru 36.4 26.6 4% 75 – 80
6 Mumbai Navi Mumbai Business District 30.7 24.3 3% 65 – 70
7 Noida Noida Expressway 28.7 22.0 3% 55 – 60
8 Bengaluru Extended Business District 28.3 26.1 3% 125 - 130
9 Hyderabad IT Corridor I 27.4 24.3 3% 75 – 80
Secondary Business District
10 Mumbai 26.9 21.7 3% 120 – 125
(Western Suburbs 1)
39 Total stock is representative of office space across Tier I and top 10 tier II cities. The Top 10 Tier II cities include Chandigarh, Jaipur,
Lucknow, Coimbatore, Kochi, Trivandrum, Vishakhapatnam, Ahmedabad, Indore, and Bhubaneshwar
217Sn Total Stock Occupied Stock % of Total Market Rents*
City Micro market
no. (Mn sq. ft.) (Mn sq. ft.) Stock (INR/per sq. ft.)
11 Chennai OMR Zone 1 25.5 24.0 3% 105 – 110
PBD-East
12 Mumbai 23.6 19.7 3% 130 – 135
(Eastern Suburbs)
PBD-West
13 Mumbai 22.2 18.1 3% 130 – 135
(Western Suburbs 2)
Extended Business District
14 Mumbai 18.8 15.3 2% 195 – 200
(Central Mumbai 2)
15 Gurgaon Extended Golf Course Road 18.7 12.3 2% 65 – 70
16 Pune PBD- North East 17.8 13.4 2% 85 – 90
17 Gurgaon NH-8 Before Rajiv Chowk 17.7 15.3 2% 110 – 115
SBD-North East
18 Pune 16.5 13.6 2% 85 – 90
(SBD-East)
19 Bengaluru Central Business District 16.3 14.5 2% 140 – 145
20 Chennai OMR Zone 2 15.9 13.4 2% 65 – 70
SBD-North West
21 Pune 14.5 11.4 2% 80 – 85
(SBD-West)
Alternate Business District
22 Mumbai 14.4 13.6 2% 330 – 335
(New CBD- BKC)
23 Pune PBD-North West 13.4 9.1 2% 50 – 55
Peripheral Business District
24 Kolkata 13.2 11.6 1% 50 – 55
(PBD – Salt Lake Sector V)
25 Gurgaon DLF Cyber City 12.3 11.7 1% 145 – 150
Mount Poonamallee Road
26 Chennai 12.2 11.5 1% 80 – 85
(SBD)
Peripheral Noida
27 Noida 12.0 10.2 1% 50 – 55
(Sector 62 & vicinity)
28 Chennai Central Business District 10.8 8.8 1% 95 – 100
29 Chennai Off-CBD 10.3 9.3 1% 80 – 85
Extended PBD
30 Kolkata 10.2 8.3 1% 45 – 50
(PBD – Rajarhat, Newtown)
31 Gurgaon Golf Course Road 10.0 8.2 1% 120 – 125
32 Pune Central Business District 6.0 3.4 1% 80 – 85
SBD 2 & 3
33 Delhi 3.3 3.1 0% 190 – 195
(Aerocity)
Source: CBRE, as of Q1 CY2025
*Weighted average rents based on occupied stock on leasable area basis.
Outlook for Office Segment:
Sustained corporate expansion across diverse sectors is poised to stimulate multi sectoral office space leasing
activity further nationwide. The technology sector is expected to remain resilient, with hiring anticipated to be
concentrated in specialized domains such as artificial intelligence, machine learning, data analytics and cloud
computing among others. Furthermore, the inherent strength and continued expansion of the BFSI and E&M
sectors coupled with their focus on digitalization and developing new service offerings, are expected to contribute
to increased office leasing demand.
Building on their momentum in 2024, flexible workspace operators are expected to maintain growth in leasing
driven by the anticipated end-user demand, as occupiers look to prioritize agility and flexibility within their real
estate portfolio and leases. Emerging sectors such as life sciences, semi-conductors and automobiles would
continue to experience growth. Furthermore, startups are expected to remain active, fuelled by government
incentives designed to support their growth.
218Emergence of Shared Economy
The shared economy as a concept has emerged across various real estate categories, driven by changing
expectations of occupiers, changing lifestyle, technological advancements and cost containments. Developments
that are facilitating the sharing of residential and commercial spaces are emerging. This trend is supported by
demand of co-living spaces, and flexible workspaces.
Emergence of Flexible Workspaces as an important office sub-segment:
Flexible workspaces are becoming an integral part of the commercial office market. The Flexible Workspace
stock in top 9 Tier 1 cities grew from more than 35 Mn sq. ft. by end of CY 2020 to over 88 Mn sq. ft. as of Q1
CY 2025.
According to the CBRE’s India Office Occupier Survey 2024, the number of companies with over 10% of their
office space being flexible is expected to jump from 42% (Q1 2024) to 59% by 2026.
Source: CBRE Research’s 2024 India Office Occupier Survey, June 2024
Note: The survey was conducted during March-April, 2024; Total number of respondents – 70-78*
This was a single choice question. The results are limited to those respondents who chose to answer this question and may differ from
individual companies on a case-to-case basis.
The tenant sector of the respondents are as follows: 36% as technology sector, 19% - banking, financial services and insurance, 10% -
research, consulting & analytics, 10% - life sciences, 7% - flexible workspace operators, 5% - engineering and manufacturing, 5% - education,
2% - electronics, 2% - telecom, 2% - infrastructure, real estate & logistics, 2% - telecom & communication.
Region of Origin – 52% - Americas, 36% - Domestic, 10% - EMEA, 2% - APAC
Portfolio Size – 36% - Small (< 1,00,000 sq. ft.); 31% - Medium (1,00,000 – 5,00,000 sq. ft.); 33% - Large (> 5,00,000 sq. ft.)
The rise of hybrid work models, prudence in the use of capital, the need for flexibility in workspace planning and
a shift in work culture are amongst the factors fuelling the demand for flexible workspaces. This has resulted in
demand from diverse segments, from start-ups, small and medium sized enterprises (SMEs) to large corporations.
These organisations are evaluating to integrate flexible workspaces into their office portfolios as part of their
‘Core+Flex’40 strategies. ‘Core+Flex’ can allow organizations the opportunity to be more capital efficient, while
providing employees the flexibility to work from different locations.
The increasing use cases of flexible workspaces, incoming investments in the sector, demand from both startups
and large enterprises, increasing focus by companies around ESG and employee wellness and constant evolution
of products and offerings by flexible workspace operators are amongst the key factors that may position this asset
class and sector for growth in future as well.
40 ‘Core + Flex’ is a strategy that offers occupiers a way to integrate traditional leased space and flexible office agreements in their overall
real estate portfolios
219Flexible Workspace Industry Overview: India Story
What are Flexible Workspace Solutions?
Flexible workspace solutions primarily refer to fully furnished and serviced real estate offerings provided by
Flexible Workspace Operators to end users with potential flexibilities built-in around aspects including but not
limited to space design, tenure, area, location, and product. Multiple leading operators have also now developed
the capability to offer multiple value-added and ancillary products and services. End users may consider one or
the other kind of flexible workspace solution for a diverse set of use cases including but not limited to:
• To support multi-geography expansions
• To support implementation of Hybrid Working & Distributed Working policies
• To circumvent upfront investment in office fit outs
• To convert capital expenditure to operating expenditure
• To Outsource Non-Core CRE Operations
• When they want to acquire small portions of large floor plates in buildings of preference
The popularity and adoption of flexible workspace solutions has witnessed an increase amongst both startups and
corporate enterprises, owing to their increasing use cases and constant innovations by leading Flexible Workspace
operators.
Evolution of Flexible Workspaces in India
Flexible workspace solutions are becoming an integral part of the modern work culture, catering to diverse
working styles and introducing flexibility to the commercial office market.
The table below highlights the evolution of flexible workspace sector in India:
Details
Pre-2015 • Before 2015, the flexible workspace offering was mostly limited to two kinds of solutions:
− Traditional business centers/serviced offices comprising a mix of private suites and meeting
rooms catering to mostly short-term needs for small serviced offices and swing spaces
requirements from corporate organizations
− Incubators and accelerators mostly providing early-stage startups with cost-efficient, open
layout, shared workspace solutions. Some incubators and accelerators also supported their
members with gaining access to mentors and investors
2015 - 2017 • Around 2015, the co-working concept started gaining popularity in India with the initial target
audience for this offering being startups
2017- 2019 • Expansion by both existing domestic and international brand flexible workspace operators in India
along with the emergence of new flexible workspace operators in the country
• Continual evolution of the existing startup-centric co-working format that also led to the emergence
of the enterprise co-working format that could better cater to the demand for flexible workspace
solutions from enterprise customers/corporate organizations
• Introduction of the ‘Managed Office’ offering by some flexible workspace operators in response to
the emerging demand for customized, private/semi-private, serviced and professionally managed
offices with flexible terms by MSMEs and corporate organisations
• These solutions became popular with enterprises looking to circumvent upfront capital expenditure
investment in fit-outs and to outsource the design, build, and management of their offices to a single
vendor
• The continuous evolution of flexible workspace formats in response to end-user demands also
eventually led to the emergence of the ‘Managed Campus’ concept that aimed to offer the privacy,
220Details
flexibility and customization of a managed office along with the advantages and experience of a
amenitized and tech-enabled office campus
2020 – 2021 • Owing to the COVID-19 pandemic, ‘Work From Home’ and ‘Remote Work’ protocols were
implemented by many organizations
(Covid-19 impact
& Recovery
Period) • ‘Remote first’ became the dominant work policy adopted by many organizations, impacting the
physical occupancies in both traditional and flexible workspaces
• Most leading flexible workspace operators used this period to review & reengineer their portfolios,
re-think their business strategies, increase focus and investments on technology, amenities, health
and safety, upgrade their facilities and optimize costs
• Managed office commitments dispalyed relative resiliance during this period owing to enterprise
clientele and relatively longer flex contracts between operators and end users in many cases
Q2 2021 onwards
− Careful reopening of flexible workspace centers with increased focus on EHS, ESG, and other
COVID safety protocols, practices, and guidelines along with the installation of Health and Safety
oriented technologies and equipment by multiple operators
− Introduction of novel solutions by flexible workspace operators like pay-per-use solutions /day
pass, reverse offices and fit-out as a service to name a few to try to support RTO and hybrid working
initiatives by the end user occupiers
2022 onwards • Adoption of “core+flex” strategies by multiple startups and corporate enterprises resulted in an
increase in demand for flexible workspaces
• Speculative space take-up by flexible workspace operators across the country in anticipation of
demand from end users
• Adoption of Distributed/Hybrid working practices and a focus on capital optimization by
enterprises became among leading demand drivers for flexible workspace solutions
• Evaluating non-Tier 1 cities started to become a more integral part of expansion strategy planning
for multiple operators
• A growing investor interest in the flexible workspace sector
Key Growth Drivers & Salient Features of Flexible Workspace Solutions
The demand for flexible workspaces has been fueled further by an increasing focus on flexibility, capital
efficiency, cost optimization, hybrid / distributed working, employee well-being, and a focus on core business
activity amongst other things by end-users. Both startups and large enterprises have been increasingly evaluating
flexible workspace solutions owing to their increasing use cases and the innovations by leading flexible workspace
operators.
Below are some key growth drivers & salient features of the flexible workspace solutions that in isolation or
combination may incline end users towards evaluating flexible workspace solutions:
• Evolving Real Estate Strategies: With the increasing adoption of hybrid / distributed working practices,
large organizations may consider to further integrate flexible workspace solutions into their overall real
estate portfolios. This might enable these organizations to have more agile office portfolios while
providing their employees the flexibility to work from a network of locations.
• Capital & Financial Efficiencies: Since in flexible workspace solutions the upfront capital required to
build the facility is usually invested by the operator, flexible workspace solutions can support the end
user in circumventing the need for upfront capital investment in their office fit outs. This may provide
an option for end user organizations to allocate the same capital towards their core business activities or
another purpose of choice.
221• Operational Outsource: Real Estate is a non-core function for most organizations and managing their
real estate requirements may take from management’s bandwidth and resources. By opting for a flexible
workspace solution, organizations are usually able to align with a solo vendor/provider and a single point
of contact for all or most of their workspace related expenses, escalations, support requirements, and
other operational requirements allowing them to retain their focus on their core business.
• Flexibility: If pre-negotiated with the operator during the structuring of the membership agreement, end
users may have the opportunity to build in their contract flexibilities around upsizing or downsizing the
space, alternate locations, pricing, etc.
• Variety of Offerings: Some leading flexible workspace operators may have the ability to provide end
users with a variety of offerings including but not limited to on-demand solutions, meeting rooms,
training rooms, private suites, built-to-suite managed office solutions. Organizations can opt for a mix of
these offerings to cater to diverse business/organizational needs based on factors like location, team type,
number of employees, purpose, etc.
• Customization, and Bespoke Solutions - When opting for a managed office solution, end user occupiers
may have the flexibility to customize their workspace to their preference and have bespoke, private/semi-
private and dedicated office spaces with services that suit their specific needs.
Types of flexible workspace offerings:
On – Demand Pre-built, Shared & Serviced Spaces Custom Built Managed Offices
SHARED PRIVATE MANAGED
HYBRID-DIGITAL BUSINESS ENTERPRISE
MANAGED MANAGED CAMPUS
SOLUTION CENTRE COWORKING
OFFICES OFFICES CENTRES
Pay per Use solutions Small – Medium Small – Large sized Custom built bespoke Custom built & fully Full building campus
allowing users to sized centres centres with serviced offices with private bespoke like flexible
book open desks and comprising of small collaborative areas, shared common serviced offices with workspace centres
meeting rooms on private & serviced meeting rooms, amenities for medium dedicated amenities for aiming to provide the
demand across suites with shared private suites, open to-long term use by medium to-long term end user occupiers
locations with meeting rooms and desks and key end users use by end users with the privacy,
booking, payment, common amenities amenities with the flexibility, and
usage tracking primarily catering to ability to cater to both customization of a
enabled through short term space startups and shared managed
technology needs from enterprises office solution along
enterprises with experience
analogous to an
amenitized and tech
enabled office
campus
Evolution and Demand for Managed Campus Solutions
To provide a Managed campus solution / experience, operators usually acquire full buildings from a single or
multiple landlords/investors in a warm shell/bare shell condition, upgrade & amenitize them and then offer parts
of the facility as fully customized & fitted out, tech enabled, managed and serviced office solutions to multiple
end user occupiers.
Such solutions aim to provide the end user occupiers with the privacy, flexibility, and customization of a managed
office solution along with the benefits and experience of an amenitized and tech enabled office campus. These
solutions aspire to provide a holistic office environment that integrates work, wellness, and convenience, and
endeavour to provide for/solve for all the needs of the end user enterprises and their employees within the campus.
This kind of a managed campus solution can also help passive landlords who are not actively engaged in the
marketing and leasing of their buildings to be able to lease their entire development to a single tenant i.e., the
managed campus operator in one go, which may save the landlords some time and effort that is otherwise spent
in leasing the asset in parts to multiple tenants and gets the landlord rental commitment for their entire asset from
a single operator. The managed campus operator then in-turn looks to provide flexible and managed office
solutions to clientele from diverse sectors and industries that have requirements of varied sizes and tenures on
222flexible terms within the campus/centre.
Flexible Workspace Operators’ Tech Stack:
In the evolving landscape of hybrid working, modern workplaces are also aiming to act as collaborative hubs and
are trying to merge the physical and digital worlds through the use of technology. Leading flexible workspace
operators are also focusing on incorporating technology into their offerings to further enhance the end-user
experience. The integration of technology can support in streamlining operations, fostering collaboration and
more.
A well-rounded flexible workspace operator tech stack may include the below technologies, platforms,
enablement’s and more:
• Tech enabled Parking Management System
• Automated Visitor Management & Access control Systems
• Digitized meeting and conference room booking system
• Online ticket raising platforms
• Food ordering enablement on Member App
• Tech enabled smart access systems for common amenities like gym, creche, game room, etc.
• Enablement on member app for networking and engagement
• Technology to track space utilization
• Technology to track fit-out project progress
Multiple flexible workspace operators are looking to increase focus on service quality, member wellness,
compliance & safety, and customer experience. This increased focus may drive them to continually enhance and
expand their technology offerings and invest in utilitarian and experience-oriented technologies to distinguish
their services. A comprehensive technology stack can not only help an operator differentiate itself, but also
potentially attract more customers and aid customer retention efforts.
Flexible Workspaces | India Overview
The flexible workspace stock in India stands over 96 Mn sq. ft. as of Q1 CY2025. While over 88 Mn. sq. ft. of
this flexible workspace stock is spread across key tier 1 markets of India, demand for flexible workspaces in Non-
Tier 1 cities has also been growing. The top 10 operators (by portfolio size in area Mn sq. ft., Q1 CY 2025)
collectively contribute to majority of the total Pan India flexible workspace stock.
The table below provides key statistics on flexible workspaces across India (Tier 1 & Non-Tier 1 cities):
Flexible Workspace Stock in India (Pan India) *
Operators ~500
Number of Unique Center Locations 2,200+
Flexible Workspace Stock 96 – 100 Mn sq. ft.
*All data as of Q1 CY 2025, estimate only.
The chart provides Y-o-Y total flexible workspaces stock across India (Tier 1 & Non-Tier 1 cities):
*All data as of Q1 CY 2025, estimate only.
223Tier 1 cities account for over 88 Mn sq. ft. of the total flexible workspace stock in India as of Q1 CY 2025. The
flexible workspace stock across tier 1 markets is forecast to keep growing at least in the near term in response to
end user demand.
The flexible workspace stock in Non-Tier 1 cities is also forecast to grow further to cater to the anticipated end
user demand for office spaces in these cities owing to factors such as hybrid and distributed work policies being
implemented by organizations, increased focus on employee wellbeing & retention by organizations, access to the
skilled talent pool at competitive costs, improving infrastructure & connectivity and the relatively lower cost of
living and cost of real estate in these cities. The Non-Tier 1 cities flexible workspace stock in India is currently
distributed between many city level operators and multi geography operators.
The growth in flexible workspace demand across both Tier 1 & Non-Tier 1 cities is driven by occupier demand
across diverse segments including but not limited to large enterprises, MSMEs and start-ups.
The below map provides the city wise flexible workspaces stock in Tier 1 cities of India:
GURGAON
205+ Centres
10.4 – 11.4 Mn sq. ft.
DELHI
120+ Centres
2.0 – 2.5 Mn sq. ft.
NOIDA
130+ Centres
6.4 – 7.4 Mn sq. ft.
KOLKATA
45+ Centres
1.5 – 2.0 Mn sq. ft.
MUMBAI
235+ Centres
8.4 – 9.4 Mn sq. ft. PUNE
170+ Centres
11.5 – 12.5 Mn sq.
ft.
HYDERABAD
170+ Centres
11.4 – 12.4 Mn sq. ft.
BENGALURU
445+ Centres CHENNAI
27.0 – 29.0 Mn sq. ft. 135+ Centres
6.5 – 7.5 Mn sq. ft.
Note: All data as of Q1 CY 2025, estimate only.
224Source: CBRE; all figures are approximate only. The data presented was compiled at the time of its generation. It is important to note that
minor variations may exist due to differences in the underlying data which may change intermittently as new information becomes available.
The demand for flexible workspaces in India has been well distributed between domestic and internationally
headquartered organizations. Collectively, Domestic and American headquartered organizations contributed to
over 70% of the new/expansion transactions closed across flexible workspace centers across India over the last 2-
3 years.
Source: CBRE; all figures are approximate only. The data presented was compiled at the time of its generation. It is important to note that
minor variations may exist due to differences in the underlying data which may change intermittently as new information becomes available.
From a new/expansion transaction perspective, Technology companies have been the leading demand contributors
for flexible workspaces in India followed by BFSI and E&M companies over the last 2-3 years. Majority seats
have been getting transacted in 100+ seats cohort categories in flexible workspace centres over the last 2-3 years.
According to the CBRE’s 2024 India Office Occupier Survey, June 202441 with a sample size of approximately
41 Note: The survey was conducted during March-April, 2024; Total number of respondents – 70-78*
This was a single choice question. The results are limited to those respondents who chose to answer this question and may differ from
individual companies on a case-to-case basis.
The tenant sector of the respondents are as follows: 36% as technology sector, 19% - banking, financial services and insurance, 10% -
research, consulting & analytics, 10% - life sciences, 7% - flexible workspace operators, 5% - engineering and manufacturing, 5% - education,
22570 – 78 respondents, the post pandemic environment has fostered a stronger emphasis on portfolio agility, driving
an increased demand for flexible workspace solutions. Reflecting this trend, about 30% of occupiers identified
“expanding their use of flexible office spaces” as their primary portfolio strategy approx. over the next 12 months.
While companies across sectors indicated increased usage of flexible workspaces, domestic occupiers indicated a
higher preference compared to American corporates.
Source: CBRE Research, 2024 India Office Occupier Survey, June 2024
Flexible Workspace Sector Dynamics - Tier 1 Cities
The total flexible workspace stock in Tier 1 cities stands over 88 Mn sq. ft. as of Q1 CY 2025. The stock grew
from more than 35 Mn sq. ft. by the end of CY 2020 to over to 82 Mn sq. ft. by the end of CY 2024, at a CAGR
of approximately 23-24%. The 28 key clusters identified across Tier 1 cities account for around 80% of total
Flexible workspace Stock in these cities.
Bengaluru currently is both the largest commercial office and flexible workspace market of India accounting for
around 30% of the total flexible workspace stock in the Tier 1 cities.
While the hubs like Bengaluru, Pune, Hyderabad, Gurgaon and Mumbai continue to be popular markets for
flexible workspace operators, markets like Noida and Chennai have also gained traction in response to the end-
user interest.
Overview of Tier 1 Cities in India (Q1 CY 2025)
BENGALURU:
Bengaluru is a hub for India’s information technology industry with the presence of multiple prominent
technology companies, Research and Development (R&D) centers along with emerging startups. Bengaluru is the
largest flexible workspace market in the country with multiple flexible workspace operators present and expanding
in the city. In line with the office market activity, flexible workspace operators are looking to expand their footprint
in markets/key clusters like CBD, EBD, ORR, North Bengaluru and Whitefield.
While CBD is a preferred market given its location, mobility, connectivity, and social fabric, EBD has a mix of
Grade A assets and a couple of notable tech parks with relatively competitive rental rates compared to CBD. ORR
is the largest micro market in the city for commercial real estate and has the highest concentration of flexible
workspace stock in the city.
North Bengaluru is garnering interest, due to its strategic location and availability of Grade A commercial stock.
2% - electronics, 2% - telecom, 2% - infrastructure, real estate & logistics, 2% - telecom & communication.
Region of Origin – 52% - Americas, 36% - Domestic, 10% - EMEA, 2% - APAC
Portfolio Size – 36% - Small (< 1,00,000 sq. ft.); 31% - Medium (1,00,000 – 5,00,000 sq. ft.); 33% - Large (> 5,00,000 sq. ft.)
226With infrastructure development and Grade A assets, in recent years Whitefield has also emerged as an option for
businesses seeking strategic locations.
Bengaluru Flexible Workspace Stats
Flexible workspaces
Flexible workspaces
Stock as a % share of Number of Unique Center Flexible Workspace demand
Stock
Non SEZ occupied office Locations (approx.) driving Sectors
(Mn sq. ft.)
stock (approx.)
IT/Tech Software development,
BFSI, Business Consulting &
27.0 – 29.0 17% – 19% 445+
Professional Services, Retail & E-
commerce
Key Clusters / Micro Markets
Cluster / Micro Market Flexible workspaces Stock Number of Unique Center
(Key Sub-Markets/Locations) (Mn sq. ft.) Locations (approx.)
Outer Ring Road
Outer Ring Road, Sarjapur Jn, Kadubesanahalli, 7.2 – 7.7 65+
Mahadevpura, Marathahalli
Extended Business District
HSR Layout, Koramangala, Indiranagar, Domlur, Old 6.0 – 6.5 145+
Madras Road, Old Airport Road
Central Business District
MG Road, Vasant Nagar, Residency Road, Ashok
Nagar, Langford Road, Richmond Road, Ulsoor, 3.9 – 4.4 90+
Dickenson Road, Infantry Road, Lavelle Road,
Kasturba Road, Vittal Mallya Road
Whitefield
Whitefield, EPIP Zone, Hoodi, ITPL road, Graphite, 3.8 – 4.3 40+
Brookefield
North Bengaluru
Bellary Road, Hebbal Road, Yelahanka, Kempapura, 3.3 – 3.8 40+
Thanisandra Road, Nagwara
*All data as of Q1 CY 2025, estimate only.
PUNE:
Pune is one of the key commercial office hubs of Western India, driven by sectors such as IT/ITeS, BFSI,
Manufacturing, Automobile, and pharmaceutical, etc. Proximity to financial capital and presence of quality office
developments are amongst the key demand drivers for the city. It is also attracting interest from flexible workspace
operators in response to demand from end-users especially in the key clusters/micro markets of CBD, SBD – East
& SBD – West.
CBD has a mix of retail, residential & commercial developments along with connectivity through public
transportation including operational Metro. SBD East & SBD West offer lower rental rates compared to CBD and
have a presence of Grade A IT/ITES developments. Given the improving metro connectivity, these markets are
expected to garner further interest, especially from Tech companies and flexible workspace operators.
Pune Flexible Workspace Stats
Flexible workspaces
Flexible workspaces
Stock as a % share of Number of Unique Center Flexible Workspace demand
Stock
Non SEZ occupied Locations (approx.) driving Sectors
(Mn sq. ft.)
office stock (approx.)
IT/Tech Software development,
Engineering & Manufacturing, BFSI,
11.5 – 12.5 23% – 25% 170+
Healthcare & Pharmaceutical,
Automotive
Key Clusters / Micro Markets
Cluster / Micro Market Flexible workspaces Stock Number of Unique Center
(Key Sub-Markets/Locations) (Mn sq. ft.) Locations (approx.)
227Secondary Business District – West (SBD-NW)
Aundh, Baner, Bavdhan, Pashan, Balewadi, 4.5 – 5.0 55+
Bengaluru Highway, Kothrud
Central Business District
Koregaon Park, Bund Garden, SB Road, Yerwada, 3.3 – 3.8 45+
Kalyani Nagar, Shivaji Nagar, Erandwane
Secondary Business District – East (SBD-NE)
Viman Nagar, Nagar Road, Hadapsar, Nibm, 2.0 – 2.5 30+
Mundhwa, Wanowrie
HYDERABAD:
Hyderabad has become one of the leading commercial hubs in South India and is one of the largest flexible
workspace markets in India with demand from sectors such as IT/ITES, Business Consulting and BFSI. Hyderabad
is also witnessing demand from New Entrants looking to set up offices and GCCs which is contributing to the
overall office absorption in the market.
IT Corridor is the most active micro market for corporate occupiers with a developed social and business
infrastructure. Given the sustained occupier demand, multiple flexible workspace operators have established and
are looking to expand their footprint in this market along with opportunistic expansion in the Ext IT Corridor
which is the second most active micro market with respect to overall office leasing activity. Ext IT Corridor has
presence of campus-style developments with comparatively lower rental rates.
*All data as of Q1 CY 2025, estimate only.
Hyderabad Flexible Workspace Stats
Flexible workspaces
Flexible workspaces
Stock as a % share of Number of Unique Center Flexible Workspaces demand
Stock
Non SEZ occupied office Locations (approx.) driving Sectors
(Mn sq. ft.)
stock. (approx.)
IT/Tech Software development,
BFSI, Business Consulting and
11.4 – 12.4 15% – 17% 170+
Professional Services, Engineering
& Manufacturing
Key Clusters / Micro Markets
Cluster / Micro Market Flexible workspaces Stock Number of Unique Center
(Key Sub-Markets/Locations) (Mn sq. ft.) Locations (approx.)
IT Corridor (IT Corridor I, II)
Kondapur, Madhapur, Gachibowli, HITEC City, 8.5 – 9.0 105+
Raidurg, Kavuri Hills
Ext IT Corridor
2.2 – 2.7 20+
Nanakramguda, Kukatpally, Kokapet
GURGAON:
Gurgaon is a prominent commercial and IT/ITeS office hub in Delhi NCR hosting a large quantum of commercial
office stock catering to the demand for head offices and back offices for many organizations. Multiple flexible
workspace operators are exploring opportunities to further expand their footprint in the city, especially in the key
clusters/micro markets like Cyber City, Golf Course Road, NH8, etc.
Cyber City, with a well-developed social and physical infrastructure, houses the offices of multiple large
enterprises along with the presence of multiple flexible workspace operators. It has emerged as the new CBD of
the Gurgaon commercial office market. Golf Course Road has multiple premium commercial developments along
with premium residential projects while NH8 benefits from the connectivity via the Delhi-Gurgaon Expressway
with prime commercial developments.
Gurgaon Flexible Workspace Stats
Flexible workspaces
Flexible workspaces Number of Unique
Stock as a % share of Flexible Workspaces demand
Stock Center Locations
Non SEZ occupied office driving Sectors
(Mn sq. ft.) (approx.)
stock. (approx.)
10.4 – 11.4 18% – 20% 205+ IT/Tech Software development,
228Retail & E-commerce, BFSI,
Business consulting & professional
services
Key Clusters / Micro Markets
Flexible workspaces
Cluster / Micro Market Number of Unique Center
Stock
(Key Sub-Markets/Locations) Locations (approx.)
(Mn sq. ft.)
Golf Course Road# 1.6 – 2.1 30+
Cyber City
1.5 – 2.0 25+
DLF Cyber City
NH-8
1.2 – 1.7 15+
(NH8 North & South)
#Golf Course Road cluster/ micro-market is not inclusive of institutional areas
*All data as of Q1 CY 2025, estimate only,
MUMBAI:
Mumbai is considered the BFSI hub of India and is largely driven office demand from large enterprises and BFSI
firms. Mumbai has witnessed demand for flexible workspace solutions by corporates who may be looking to
optimize their real estate portfolios and key markets such as Bandra Kurla Complex (BKC), the Western Suburbs,
Central Mumbai, Eastern Mumbai and Navi Mumbai are witnessing growth in the flexible workspaces.
Bandra Kurla Complex is the new CBD of the city and has a large presence of BFSI clients, consulates &
multinational technology companies. Increasing rentals along with a dearth of grade A supply in the market is
leading to relatively affordable alternative micro markets like Central Mumbai being evaluated by some end user
occupiers.
A large part of the talent pool in the city travels from the Western and Eastern Suburbs. With three metro lines
currently operational in the city giving metro connectivity within Western Suburbs, Andheri continues to be one
of the preferred markets for corporates given its competitive rental rates. The maximum flexible workspace stock
in Mumbai is currently present in the Western Suburbs 1 market.
Eastern Suburbs is a widely spaced micro-market. LBS Marg continues to be a mid & back- office location with
limited Grade A assets, offering cost optimal solutions while Powai is a self-contained township development
with a balanced mix of front and back-office occupiers.
With an upcoming international airport, Navi Mumbai offers large scale campus style developments with large
floor plates, relatively competitive rentals and continues to be a preferred location for BFSI and back-office
operations.
Mumbai Flexible Workspace Stats
Flexible workspaces
Flexible workspaces
Stock as a % share of Number of Unique Center Flexible Workspaces demand
Stock
Non SEZ occupied office Locations (approx.) driving Sectors
(Mn sq. ft.)
stock. (approx.)
BFSI, IT/Tech Software development,
8.4 – 9.4 7% – 9% 235+
Engineering & Manufacturing
Key Clusters / Micro Markets
Cluster / Micro Market Flexible workspaces Stock Number of Unique Center
(Key Sub-Markets/Locations) (Mn sq. ft.) Locations (approx.)
Western Suburbs 1 (SBD)
2.4 – 2.9 55+
Vile Parle, Andheri East & West
Navi Mumbai (NmBD)
1.2 – 1.7 20+
Seawoods, Vashi, Mahape, Airoli, Juinagar
Western Suburbs 2 (PBD-W)
1.0 – 1.5 25+
Jogeshwari, Goregaon, Malad, Kandivali, Borivali
New CBD (ABD)
1.0 – 1.5 20+
Bandra Kurla Complex
Eastern Suburbs (PBD-E)
Sion, Chembur, Ghatkopar, Vidyavihar, Vikhroli, 0.9 – 1.4 20+
Powai, Kanjurmarg, Bhandup, Mulund, Wadala
Central Mumbai 2 (ExBD)
Parel, Lower Parel, Dadar, Elphinstone Road, 0.3 – 0.8 15+
Byculla
*All data as of Q1 CY 2025, estimate only.
229CHENNAI:
Chennai is a well-established office market in South India, with demand supported by the growing supply of
Grade A office buildings. The city continues to witness interest in flexible workspaces, particularly in Guindy/Off
CBD, OMR Zone 1, CBD and SBD (MPH) which remain more preferred locations for flexible workspace
operators.
Off CBD has low vacancy in high-quality office spaces and is one of the preferred micro market for SMEs,
MSMEs, multinational, and local firms for front offices operations. Given the market’s locational advantage and
easy commute, the demand for the Off CBD market is expected to remain steady, especially amongst small to
mid-sized offices and flexible workspace operators. However, the Grade A supply pipeline remains constrained
due to limited land availability.
OMR Zone 1 is one of the preferred micro markets for large occupiers and flexible workspace operators owing to
the presence of high-quality office campuses developments. Given the limited supply, rentals in the market are
expected to increase for the next few years. In addition, the MPH market is also gaining traction given the
availability of Grade A spaces, attracting interest from a diverse range of occupiers and flexible workspace
operators.
Chennai Flexible Workspace Stats
Flexible workspaces
Flexible workspaces Number of Unique
Stock as a % share of Flexible Workspaces demand driving
Stock Center Locations
Non SEZ occupied office Sectors
(Mn sq. ft.) (approx.)
stock. (approx.)
IT/Tech Software development,
6.5 – 7.5 12% – 14% 135+
Engineering & Manufacturing, BFSI
Key Clusters / Micro Markets
Flexible workspaces
Cluster / Micro Market Number of Unique Center Locations
Stock
(Key Sub-Markets/Locations) (approx.)
(Mn sq. ft.)
OMR Zone 1
2.2 – 2.7 25+
Thiruvanmiyur, Perungudi, MGR Salai
Off Central Business District
1.7 – 2.2 35+
Guindy, Vadapalani, MRC Nagar
Central Business District
1.0 – 1.5 45+
Anna Salai, T Nagar, RK Salai, Nungambakkam
Secondary Business District
0.2 – 0.7 5+
Mount Poonamallee, Porur
*All data as of Q1 CY 2025, estimate only.
NOIDA:
Supported by improved connectivity and supply of quality office spaces, Noida is emerging as a key commercial
activity hub in Delhi NCR. Noida has also witnessed an increased interest from flexible workspace operators in
response to occupier demand, particularly for back-office operations.
Sector 16 is amongst the key commercial hubs in Noida. Sector 16A, also known as Film City, hosts multiple
media & entertainment companies while Sector 16B has seen the development of Grade A commercial offices.
Sector 62 micro market predominantly having standalone buildings, few Grade A developments along with the
presence of residential catchments in proximity, is often preferred by low-cost IT firms for back-office operations.
The market is well connected with NH-24 and the metro.
Noida Expressway has Grade-A IT parks and SEZ developments and continues to attract corporate occupiers.
With good road & metro connectivity and sustained occupier interest, Flexible workspace operators are exploring
Noida for expansion opportunities.
Noida Flexible Workspace Stats
Flexible workspaces
Flexible workspaces Number of Unique
Stock as a % share of Flexible Workspaces demand
Stock Center Locations
Non SEZ occupied office driving Sectors
(Mn sq. ft.) (approx.)
stock. (approx.)
IT/Tech Software development, BFSI,
6.4 – 7.4 20% – 22% 130+ Business consulting & professional
services
230Key Clusters / Micro Markets
Flexible workspaces
Cluster / Micro Market Number of Unique Center Locations
Stock
(Key Sub-Markets/Locations) (approx.)
(Mn sq. ft.)
Expressway & Vicinity 2.7 – 3.2 35+
Sector 62 & Vicinity (Peripheral Noida)
2.1 – 2.6 50+
Sector 62 and other nearby sectors
Sector 16 & Vicinity
1.4 – 1.9 35+
Sector 16, 16A, 16B, 18 and other nearby sectors
*All data as of Q1 CY 2025, estimate only.
DELHI:
Delhi is one of the oldest commercial hubs of Delhi NCR with office demand from sectors such as BFSIs, public
sector organizations and Media. However, due to a dearth of developable land parcels, the supply addition has
been limited. The growth of flexible workspaces has also been slower in Delhi as compared to Gurgaon and Noida
owing to factors such as relatively limited availability of Grade A commercial office stock, high rentals, lower
building efficiency, resulting in relatively less demand for office space from large enterprises. In the coming years,
Aerocity is expected to witness increased interest from both commercial office and flexible workspace operators
owing to its developed social infrastructure along with good connectivity with public transport, quality upcoming
supply and immediate proximity to the IGI Airport.
Delhi Flexible Workspace Stats
Flexible workspaces
Flexible workspaces
Stock as a % share of Number of Unique Center Flexible Workspaces demand
Stock
Non SEZ occupied office Locations (approx.) driving Sectors
(Mn sq. ft.)
stock. (approx.)
BFSI, Advertising marketing, and
2.0 – 2.5 17% – 19% 120+ PR, Front/Sales offices for Business
consulting/IT firms
Key Clusters / Micro Markets
Cluster / Micro Market Flexible workspaces Stock Number of Unique Center
(Key Sub-Markets/Locations) (Mn sq. ft.) Locations (approx.)
Aerocity (SBD 2 & 3)# 0.10 – 0.15 3+
#only includes Aerocity, doesn’t factor markets like Saket, Vasant Kunj, etc.
KOLKATA:
Kolkata, known as the commercial hub of Eastern India, is a relatively smaller office market compared to other
Tier 1 cities, with limited new supply pipeline.
In recent years, multiple large organizations have established presence in the market and are evaluating this market
for expansion. In response to the occupier demand, multiple flexible workspace operators are also evaluating
expansion opportunities in the city. PBD i.e., Salt Lake, Sector V, Newtown Rajarhat are amongst the preferred
locations for both occupiers and flexible workspace operators.
Kolkata Flexible Workspace Stats
Flexible workspaces
Flexible workspaces Stock Stock as a % share of Number of Unique Center Flexible workspaces demand
(Mn sq. ft.) Non SEZ occupied office Locations (approx.) driving Sectors
stock. (approx.)
Outsourcing and Offshore
consulting, Business consulting and
1.5 – 2.0 8% – 10% 45+ professional services, IT/Tech
Software development, Engineering
& Manufacturing
Key Clusters / Micro Markets
Cluster / Micro Market Flexible workspaces Stock Number of Unique Center
(Key Sub-Markets/Locations) (Mn sq. ft.) Locations (approx.)
Peripheral Business District
1.3 – 1.8 30+
Salt Lake Sector V, New Town Rajarhat
*All data as of Q1 CY 2025, estimate only.
231Operator Overview – Smartworks
Incorporated in 2015, Smartworks has a leased portfolio of 8.9 Mn sq. ft. across 14 cities as of 31st March 2025.
95% of their portfolio (by area in Mn sq. ft.) is located within the identified 28 key flex clusters.
The operator usually leases large buildings and converts them into managed office campuses, and currently has
an average facility size of approximately 0.19 Mn sq. ft.
Smartworks has a total of four lease signed centers in India above 0.5 Mn sq. ft. in size, with the largest center of
approximately 0.7 Mn sq. ft. located in Vaishnavi Tech Park in Sarjapur, ORR in Bengaluru.
Some of the amenities across a typical Smartworks managed campus centre may include the following:
• RFID-enabled parking
• Sports zones and gymnasiums
• Cafeterias and Smart stores
• Recreational areas and snooze rooms
• Doctor's rooms
• Event spaces, training and meeting rooms
As of 31st March 2024, Smartworks was the largest managed campus operator, amongst the benchmarked
operators in terms of total stock, with a lease signed portfolio of 8.0 Mn sq. ft.
Competition and Benchmarking (Selected Operators in India)
There are around 500 flexible workspace operators in India. For the purpose of this exercise, we have only
reviewed the operators that are already listed or have filed DRHP/RHP for listing with regulatory authorities in
India and therefore for whom information is publicly available and who also have a portfolio of around 5 Mn. sq.
ft. as of 31st March 2024 (based on information made public by the benchmarked operators). The operators
currently meeting the aforementioned criteria are Awfis, IndiQube and WeWork India. The operators have been
benchmarked against Smartworks in the section below based on multiple financial and operational parameters.
Qualitative Parameters
Parameters Smartworks WeWork India IndiQube Awfis
Products/ • Managed Office • Core Services • Managed Office • Plug & Play Offering
Solutions Solutions • Private Office Solutions • Awfis CoWorking•
• Value added • Office Suites • Virtual Office Awfis Managed
Services (VAS) • Serviced Floors • Customizable Office
such as • Managed Office design and build • mobility solutions -
cafeterias, sport • Ancillary/Additional solutions Meeting room, day
zones, Smart Services • Facility passes, virtual office
Convenience • Pay per use- On Demand Management • Allied Service -
Stores, Office • Asset F&B, Concierge,
gymnasiums, • All Access Subscription maintenance event management,
crèches • Virtual Office- Business and plantation IT support Powered
• Fitout as a Address • Catering, and by Awfis
service (FaaS) • WeWork Workplace- transportation • Awfis Transform -
Office SAAS services Corporate Design and
• WeWork Marketplace Build Solution
• WeWork Business
Solutions
• WeWork Events &
Hospitality
• WeWork Labs-
Accelerator Program for
Startups
Ancillary Tech-enabled smart Events, Pay-per-use Day Pass, Interior design and F&B, IT services,
revenue store, Additional Virtual office, Conference build, facility Mobility services,
232Parameters Smartworks WeWork India IndiQube Awfis
categories parking space, Event rooms, Parking facilities, management, F&B, Parking, and valet, Infra
spaces, Smart café, IT Dedicated IT services, F&B transport, and and allied services,
services, Gym pass, services, White Glove services, technology solutions Events and engagement,
Offers and Design & Build Services, Alliance and in-centre
Partnerships within WeWork Workplace Software, promotions, etc.
the app, etc. WeWork Business Solutions,
'WeWork Member App etc.
Note: The data is provided as of March 31, 2024, basis information available in public domain, DRHP/RHP Documents, Annual Reports and
across company websites
Key Operational & Financial Parameters42
Parameters Smartworks WeWork India IndiQube Awfis
Total Stock/ Area Mn. sq. ft.43 8.00 6.56 5.52* 5.6
Total No. of Cities 13 8 12 17
Total No. of Tier 1 Cities 9 8 7 9
Total No. of Non-Tier 1 Cities 4 0 5 8
Total No. of Centres 41 53 85 181
Total Seats44 1,82,228 93,786 1,18,530 1,10,540
Occupancy for mature centres 86.77% 85.55% 90.06% 84%
(>12 months)
Weighted Average Tenure 46 23 46 33
Client side (in months)
Annual Revenue45 11,131.10 17,371.64 8,676.60 8,748
INR Mn (FY 23-24)
Rental Revenue 9,970.62 14,025.41 6,803.95 5,507
INR Mn (FY 23-24)46
Note: The data is provided as of March 31, 2024, basis information available in public domain, DRHP/RHP Documents, Annual Reports and
across company websites
All information/data related to Smartworks covered in the Industry Report has been sourced from Smartworks
*For Indiqube Active stock means the rentable SBA plus SBA under fitout. SBA means Super Built-up Area of a property which is the total
center area, including the carpet area, along with the terrace, balconies, areas occupied by walls, and areas occupied by common/ shared
construction.
Forecasts for Flexible Workspaces
Demand for flexible workspaces here refers to space taken up or stock addition by flexible workspace operators
within the commercial office segment. An assessment of space take-up historically as well as space take-up
forecasts by flexible workspace operators over the forecast period till 2027 has been undertaken.
The forecasts outlined are an estimate only, not a guarantee, and should not be relied upon. Future forecasts can
be influenced by a wide variety of factors.
Supply Forecasts / Market Sizing Assessment Methodology
The total stock of approximately 883 Mn. sq. ft. of office spaces in Tier 1 cities in India comprises both SEZ and
non-SEZ office stock. However, the supply forecasts for flexible workspaces are based on non-SEZ spaces only
as flexible workspace activity in SEZs is very limited at present.
The below table provides an assessment of overall non-SEZ office supply trends in Tier 1 cities in India as well
as forecasts for supply over the forecast period:
42 Note: This section has been based on the most updated information available in the public domain across a common period for benchmarked
operators i.e. 31st March 2024. It may be noted that updated information for Awfis, IndiQube and WeWork India is available as of March
2025, June 2024 and September 2024 respectively in the public domain, which can be reviewed within DRHP / RHP documents or Annual
Reports.
43 Inclusive of operational centers, centers under fit-outs and centers yet to be handed over by the landlord. EOIs, LOIs, ROFR, ATL, and
hard options are excluded.
44 Inclusive of seats across operational centers, centers under fit-outs and centers yet to be handed over by the landlord. EOIs, LOIs, ROFR,
ATL, and hard options are excluded.
45 Inclusive of revenue from flexible workspaces, construction & fit-out projects, design and build solutions.
46 Rental Revenue is exclusive of any provisions.
233Forecasted supply (Mn sq.
Y-o-Y Supply (Mn sq. ft.) at a city level
ft.)
City Pre 2020 2020 2021 2022 2023 2024 2025F 2026F 2027F
Non-SEZ Office 493 27 39 37 50 49 63 66 60
Stock (Mn sq. ft.)
Cumulative Non- 493 520 559 596 645 695 758 824 884
SEZ office Stock
(Mn sq. ft.)
Based on CY. The above forecasts are based on the current and historic supply and demand trends for the office market. It
assumes that the market continues to display similar characteristics over the forecast period. Forecasts are inherently
uncertain, and not a guarantee.
The forecasts for the years 2025 – 2027 were estimated considering the growth rate of office witnessed during the
recent years along with the current upcoming supply pipeline. The year-on-year growth rate of the cumulative
stock of office ranged between 5% - 8% between pre 2020 to 2024. This assumes that similar growth is
experienced over the forecast period, and market conditions remain stable.
Considering the above analysis, approximately 60 – 65 Mn sq. ft. of average annual supply addition of Non-SEZ
office stock is expected at an India level over the forecast period to 2027 and reach 884 Mn sq. ft. by 2027F, with
the majority concentrated in top 9 Tier 1 cities.
The graph below provides an assessment of overall non-SEZ office occupied stock and vacancy trends in Tier 1
cities in India as well as forecasts for the occupied stock/vacancy for the next 3 years:
Source: CBRE, Q1 CY2025
Future supply estimates are based on analysis of proposed and under-construction buildings, however, future absorption estimates are derived
basis of past trends, current vacancy, and estimated supply. Historical data and forecasts provided for 2024, 2025, 2026 and 2027 across all
indicators are based on CBRE’s opinion of the current/historic market situation and availability of information in the public domain, Any
changes to the market situation may impact the forecasts. Several factors like global macroeconomic uncertainty, geopolitical climate, pace
of construction, and developer profile/execution capability may have a significant impact on forecast estimates mentioned above. Considering
the risk factors, forecasts are likely to change with periodic reviews given the evolving situation.
Vacancy levels are expected to reduce with the current market trends owing to absorption levels witnessed and
the introduction of new supply in the market in the short-medium term.
Forecasts for the occupied stock is based on estimated commercial office stock levels and vacancy percentage.
There was an increase in vacancy levels in 2020-2021 witnessed largely due to the impact of the COVID-19
pandemic, higher levels of existing supply and consolidation of space by BFSI and IT tenants.
Outlook for Flexible Workspace Sector in India
India has witnessed growth in demand for flexible workspaces. Flexible workspace stock addition by operators
has witnessed growth over the years and approximately 18 – 22 Mn sq. ft. of stock was added in 2024. The share
of flexible workspaces stock in Non-SEZ occupied office stock across Tier I cities increased from 7% -9% Pre
2020 to 14% -16% by the end of CY2024.
Features and benefits such as flexibility, capital efficiency, cost optimization, employee well-being and
operational outsourcing are some of the key demand drivers of Flexible workspace solutions amongst both startups
and enterprises. Through a widespread network of centres across the country and with the assistance of various
234inhouse or aggregator owned hybrid digital products, leading flexible workspace operators may possess the ability
to support various organizations in a more effective implementation of their hybrid and distributed working
policies.
India has emerged as one of the key flexible workspace markets, primarily driven by demand for both coworking
and managed office solutions, from various large enterprises / corporates / MNCs, SMEs & MSMEs as well as
startups that may also be evaluating flexible workspace solutions while reviewing their ‘Core+Flex’ strategies.
The demand for flexible workspaces is not only driven by end – users signing new contracts with flexible
workspace operators but also by them extending or renewing some of their existing contracts on need basis
wherever viable. Owing to the constantly evolving use cases of flexible workspace solutions, some organizations
may also evaluate them as potential solutions to support relocations, consolidation etc. post expiry of their
traditional leases.
Estimation of Future Additional Stock Expected in Flexible Workspace Segment
Forecasts have been made for the overall flexible workspace stock until 2027 and the total expected market size
of the flexible workspace segment in Tier 1 cities has been arrived at by summing up the anticipated net stock
addition for all the Tier 1 cities.
The table below outlines the Y-o-Y trends and forecasts for stock under flexible workspaces for all Tier 1 cities
and India:
Forecasts for stock addition
Current Stock (Mn sq. ft.) of Flexible Workspaces
(Mn sq. ft.)
Estimation of Stock Pre
2020 2021 2022 2023 2024 2025F 2026F 2027F
Addition – Cumulative 2020
India Level Stock– 30 – 32 35 – 37 39 – 41 49 – 51 62 – 64 82 – 86 102 - 106 121 - 125 140 -
Cumulative (Mn sq. ft.) 144
India Level Stock 30 – 32 4 – 6 4 – 6 9 – 11 12 – 14 18 - 22 18 - 22 18 - 22 18 - 22
Addition– Y-0-Y (Mn
sq. ft.)
Historical data and forecasts provided for 2025, 2026 and 2027 across all indicators are the basis of CBRE’s opinion of the current/historic
market situation and availability of information in the public domain, any changes to the current market situation may impact the forecasts.
Several factors like global macroeconomic uncertainty, geopolitical climate, pace of construction, and develop may have a significant impact
on the forecast estimates mentioned above. Considering the risk factors, forecasts are likely to change with periodic reviews given the evolving
situation. Please note, a range of approx. 2 - 4 Mn. sq. ft. has been considered for the above table with the purpose of
representation/standardization across data forecasts.
The total flexible workspace stock ranging between 82 - 86 Mn sq. ft. by the end of CY2024, is forecasted to grow
to approximately 140 - 144 Mn sq. ft. across Tier 1 cities by end of CY2027 with a CAGR of approximately 18 –
20%. These forecasts are in line with the flexible workspace operator annual net stock addition trends over the
past few years and aim to forecast the future stock addition from operators in line with the forecast demand from
end users and foreseeable office supply that could be available to flexible workspace operators.
Forecasts for Stock of Flexible Workspaces in India
The forecasts for market size for flexible workspaces in India for all the top 9 tier 1 cities is outlined below:
Future supply estimates are based on analysis of proposed and under-construction buildings, however, future absorption estimates are derived
basis of past trends, current vacancy, and estimated supply. Historical data and forecasts provided for 2025, 2026 and 2027 across all
235indicators are the basis of CBRE’s opinion of the current/historic market situation and availability of information in the public domain, any
changes to the current market situation may impact the forecasts. Several factors like global macroeconomic uncertainty, geopolitical climate,
pace of construction, and developer profile/execution capability may have a significant impact on the forecast estimates mentioned above.
Considering the risk factors, forecasts are likely to change with periodic reviews given the evolving situation.
Source: CBRE
Total Addressable Market for flexible workspace segment
TAM for flexible workspaces is defined as the existing/estimated area taken up by flexible workspace operators
within the overall office inventory, plus the vacant stock of non-SEZ office spaces that is available for take-up in
the market both by flexible workspaces and other CRE end users/companies.
As illustrated above, the total stock of non-SEZ office space is expected to be approximately 884 Mn sq. ft. while
the occupied stock is expected to be approximately 735 Mn sq. ft. by 2027F. It is also known that the current stock
of flexible workspaces within the office stock is over 82 Mn sq. ft. (CY 2024) across Tier 1 cities which is
estimated to be approximately 140 - 144 Mn sq. ft. by the of CY2027F.
The total addressable market for the flexible workspace segment is expected to be approximately 280 - 300 Mn
sq. ft.
Parameters 2027F
Total Stock (Non-SEZ Office) by 2027F – Mn sq. ft. 884
Total Occupied Stock (Non-SEZ Office) by 2027F- Mn sq. ft. 735
Vacant Stock (Non-SEZ Office) by 2027F- Mn sq. ft. 149
Expected Stock of Flexible Workspace in 2027F (Tier 1) 140 – 144
Total Addressable Market for Flexible Workspace by 2027F – Mn sq. ft. 280 – 300
Total Addressable Market for Flexible Workspace by 2027F – ₹ Bn 730 - 960
TAM Calculation (₹ Bn)
Weighted Average Rent for Non-SEZ Stock (India Level) – ₹/sq. ft./month 110
Revenue to Rent Multiple (Lower End) 1.9
Revenue to Rent Multiple (Upper End) 2.5
Total Addressable Market (Lower End) – ₹ Bn 730
Total Addressable Market (Upper End) – ₹ Bn 960
The above estimates are based on the current and historic supply and demand trends for the office and flexible workspace markets. It assumes
that the market continues to display similar characteristics over the forecast period. Forecasts are inherently uncertain, and not a guarantee.
With expected vacancy of approximately 149 Mn sq. ft. within the non-SEZ office stock and estimated level of
total stock occupied by flexible workspaces (140 - 144 Mn sq. ft.) by 2027F, the total addressable market (“TAM”)
for the flexible workspace operators represents a sizeable opportunity of 280 - 300 Mn sq. ft. (in terms of area)
and ₹ 730 – 960 Bn* (in terms of value) by 2027.
*Calculated based on the assumed revenue to rent multiple range that a typical facility managed by a flexible workspace operator may have
the prospect of realizing in India in an asset priced around the weighted average rent of Non-SEZ Stock, times the TAM (in sq. ft.). ₹ Bn is
representative of the rental revenue potential and not the real estate value.
Potential Threats and Challenges associated with the Flexible Workspace Sector
The flexible workspace industry has witnessed considerable growth over the past few years. However, despite the
consistent growth, there are inherent risk factors associated with this segment:
• Market Saturation Risk: As more players enter the flexible workspace market, the risk of market
saturation increases. This can lead to heightened competition, downward pressure on pricing, and
challenges in attracting and retaining clients, potentially reducing profitability for operators.
• Economic Uncertainty: General economic conditions have the ability to impact the demand for office
and flexible workspaces. A downturn in economic conditions could impact on demand for flexible
workspace. Events like COVID-19 may force companies to impose work-from-home protocols and
reduce their usage of office spaces which may directly impact the revenues and occupancies for flexible
workspaces. Current international trade tariff uncertainties may threaten global economic conditions and
have more impact in certain economies.
• Client Churn Risk: Since most of the clients/end users sign up for flexible workspace solutions for the
short-medium term, operators have to pre-empt client churn/exits and identify new customers that shall
236acquire the churned/vacated space. During economic downturns or during a market slowdown, it may
become difficult for flexible workspace operators to retain existing short-term customers and find new
replacement customers for the vacated space. This may lead to risks associated with vacancy including
strained cashflows for the facility.
• Supply Limitation: In times of high demand for office spaces by both end users and flexible workspace
operators, it may get difficult for the operators to be able to acquire quality supply and scale at pace due
to supply crunch. This could impact or delay the flexible workspace operators’ expansion plans.
• Operational Risk: As an operator relies on a number of factors to drive a facility’s revenue and
profitability, variations across critical metrics such as market rentals for office space, cost of utilities and
operations and the cost of fit-outs may have the potential to significantly impact the overall pricing
dynamics and profitability. These variations or fluctuations may have an impact on the overall cost,
timelines and stabilization period of the facility and can impact key operational metrics for a facility such
as the payback period and operational revenues.
• Asset Liability Mismatch: Coworking operators usually sign up long-term leases with landlords to
provide short – medium-term flexible office solutions to some of their end-user clients. A high
concentration of such short-term commitments in the operator’s client mix creates risks associated with
asset-liability mismatch. Such risks can be mitigated to some extent by having a larger proportion of an
operator’s portfolio offered to enterprise grade customers on a medium to long-term basis.
• Rent Variations: Flexible workspace operators like any other space lessee, may face the risk of an
upward movement in the building lease rental post the expiry of their original lease tenure. This is more
likely to happen in markets/buildings facing high demand for commercial office space with limited
supply. In case the operator wants to continue in the same space for another term post the expiry of the
original tenure in a high-demand market, the operator may face the demand for a higher rent from the
landlord which may make it unviable for the operator to continue in the same space. This risk may impact
business continuity planning for any lessee. To mitigate this risk, the operators can try to incorporate
renewal/extension terms in the primary lease agreement with the landlord, if possible.
• Concentration Risk: In some cases, it has been observed that operators may offer their entire facility to
a single or small number of end-user clients. This is usually observed in cases of demand-led managed
office transactions. This can lead to concentration risk where if the solo or any major customer leaves or
defaults, it may significantly impact operator cashflows for that facility. This risk can be mitigated or
circumvented to some extent by offering a facility to multiple clients where a single client or a few clients
may not have the ability to impact the facility’s revenue, profits and cashflows consequentially.
Understanding Unit Economics for a Typical Managed Campus
In order to assess the operating dynamics for a typical managed office campus, CBRE studied a facility with a
leasable area of approximately 2,00,000 sq. ft. The size has been derived based on market averages for similar
operators/centers in India. Further, a seat density of 60 sq. ft. on leasable area has been considered for evaluating
the expected number of seats for the center. All assumptions provided below have been taken as per typical market
standards witnessed for a speculative center providing a grade A experience across an established micro-market
of a Tier 1 city, basis market assessment exercise. The overall assessment has also been carried out using the
above assumptions for the center occupancy for a short to medium-term horizon.
Average operating expenditure including CAM charges typically ranged between INR 40-60/ sq. ft./month for a
typical managed campus facility across a prominent cluster of a Tier I city.
The below is a hypothetical representation only based on an average facility under the assumptions outlined. The
financial viability of any flexible workspace facility will vary significantly based on a variety of factors,
particularly relating to the supply/demand characteristics of the location.
Operator Side – Key Assumptions
All the values in the subsequent tables are in INR as of 31st March 2025.
S No. Parameters Comments
Capital Expenditure
INR 2,400 per sq. ft. on leasable area based on cost
A Cost of Fit-out
benchmarks for fit-out for a typical flexible workspace center
237S No. Parameters Comments
Total upfront payment including fit-out cost and 5 months
B Total Upfront Cost
security deposit to the landlord
Recurring Expenditure
C Rentals to the space owner Rentals of INR 102 / sq. ft. / month (basis market standards)
CAM Charges of INR 13 / sq. ft. / month (basis market
D CAM charges to space owner
standards)
OPEX Charges of INR 35/ sq. ft. / month (basis market
E Operating expenses
standards)
Revenue
Based on per-seat prices at a 2.4x revenue to rent multiple,
F Revenue from Seats
85% stabilized occupancy
Typically ranges between 1-10%. Net revenue of 4-5% has
G Other Revenues
been considered after adjusting for associated cost
Notes:
1. All the charges mentioned above are on leasable area
2. Typical revenue to rent multiple assumed in the range of 1.9 – 2.5; Multiple has also been ratified using cost plus margin approach.
Additionally, assessment of 2-3 stabilized centers across Tier I cities has been carried out to ratify the multiple range.
3. Occupancy assumptions based on occupancy levels and timeframe to achieve occupancy witnessed in a successful center in established
micro-market. Occupancy at the time of commencement of operations is to tune of 20-25%, steady state occupancy is 85%. The
stabilization period of 14-15 months has been considered as per market standards.
4. Average seat density of 60 sq. ftc. Per seat has been considered for the center on leasable area
5. Developer Rent free period of 5 months has been considered for assessment. Escalations in revenue have been considered at 5%
annually. Rental payout to developer undergoes 15% escalation every three years.
6. It is assumed that 70% of the transactions for the center have been carried out by IPCs leading to a weighted average brokerage of 3-
5% of Total Contract Value against an average lock-in period of 24-36 months
7. Asset Rental represents the weighted average India-level rentals for Non SEZ stock across Tier I cities
8. Fitout refresh cycle of 5 years has been considered, post which the operator is expected to incur 30-40% of fit-out cost as a refurbishment
expense every 5 years
9. The overall assessment excludes any impact of interest and taxation.
10. Kindly note the sample unit economics model prepared is solely for representation purposes for a single centre and might not reflect
portfolio level averages for the industry
The assumptions illustrated above have been utilized for assessing the expected cashflows for the operator under
a straight lease model. Average EBITDA margin for the operator after factoring refurbishment cost and other
costs such as marketing and brokerage is approximately 25-26%. Average ROCE47 for the operator is to the tune
of 18-19%. Further, payback period for the operator is expected to be 51-52 months from the fit-out
commencement cycle and nearly 45-46 months from the date of operations.
The Importance of Value-Added Service
Over the last two decades, the landscape of commercial real estate has undergone a notable transformation.
Previously, the market was dominated by traditional landlords developing and managing standalone buildings
tailored to the basic requirements of occupiers. However, rising demand for investment-grade office spaces and
changing occupier preferences, have led to the emergence of developers creating integrated office developments
designed to meet evolving needs of occupiers.
Further, post-COVID-19 there has been a shift in occupiers’ preferences and employees’ expectations with the
rising need for modern workplaces supported by improved technology and enhanced workplace experiences that
enable hybrid working policies. Nowadays, office parks have started focusing on amenitization and the creation
of collaborative environments; supported by technology interventions to create better in-office experiences.
The flexible workspaces segment has also seen growth and evolution over the last few years. There has been an
increase in focus on upscaling of centres and in preference towards better amenitized formats for office
developments, with the operators' increasing focus on value-added services and amenities across their centres.
Ancillary Revenues in Flexible Workspace Offerings
Flexible space offerings in India have evolved significantly over the years. In its early days, the sector was mostly
dominated by business centres/serviced offices, which primarily consisted of small private suites, meeting rooms,
and basic functional amenities such as vending/coffee machines, printing machines, and stationery.
With the introduction of enterprise coworking solutions, the operators started designing and building larger, more
47 Reflective of 12-year average ROCE
238amenitized and technology-enabled centres. Along with private suites and offices, these centres also have open-
layout seating and larger common areas to encourage and enable collaboration, networking, and community events.
While business centres/serviced offices and enterprise coworking spaces continued to co-exist and grow, managed
office solutions i.e., custom-built, private/ semi-private and fully serviced office space solutions also started
becoming popular with enterprise customers eventually laying the foundation for the origination of the Managed
Campus concept. Managed Campuses aim to combine the privacy, flexibility, and customization of a managed
office solution with the benefits and experience of an amenitized and technology-enabled office campus.
Ancillary revenues are revenues that the operator generates from its clients over and above the standard
membership fee by providing additional value-added services. Some common sources of ancillary revenue for
flexible workspace can be:
⎯ Meeting rooms, conference rooms: Additional revenue generated from meeting/conference room usage
by members and non-members.
⎯ Training Rooms: Additional revenue generated from Training room usage by members and non-
members.
⎯ Event Space: Revenue from providing space, services, and infrastructure within the operator’s facility
for hosting events for members and non-members.
⎯ On-demand or Hybrid Digital Solutions: Revenue generated by providing hot desks and meeting
rooms on an hourly or daily basis while providing access to common amenities of the center.
⎯ Virtual office: Revenue generated from selling virtual office packages to enterprises and entrepreneurs.
⎯ Parking Charges: Revenue generated from providing parking facilities to members.
⎯ Sale of additional credits: Revenue from selling additional credits to existing members that enable them
to book meeting rooms, conference rooms, take printouts, etc.
⎯ Internet/ IT services: Revenue from providing additional IT services like dedicated Internet
⎯ Revenue from chargeable amenities like Gym, creche, and retail stores, within the facility: Revenue
from providing members access to paid on-site amenities such as gymnasiums, creche/daycare centers,
retail shops, etc.
⎯ Partnerships with other platforms: Revenue from partnerships/ collaborations with other
companies/digital platforms
239Typically, the revenue from such value added services offered by the operators has been observed to usually range
between 0% - 10 % of the overall revenue generated by the centre. However, the proportions of ancillary revenue
may vary across an operator's portfolio of centres depending on several factors, such as the product format of the
centre i.e., managed office, business centre, enterprise coworking, along with the nature of space take-up i.e.,
demand-backed built-to-suit offices, speculative space take up, etc., the scale of centre, the focus on and scale of
amenities being offered and the client mix in a centre i.e. startups, free-lancers or enterprises.
Value-added services may also help flexible workspace operators improve the customer experience and aid
customer retention efforts. Higher focus by flexible workspace operators on providing value-added services may
enhance their competitiveness while allowing them the opportunity to potentially diversify their income streams
and enhance the value proposition for their clients.
In conclusion, flexible workspace operators can leverage a variety of ancillary revenue streams to complement
their primary revenue from leasing office space/seats by offering services such as meeting rooms & event spaces,
technology & administrative support, wellness programs, and more. This can allow the operators the opportunity
to not only diversify their revenue but also enhance the value and attractiveness of their offerings to clients. This
approach can help in creating a more sustainable and robust business model by meeting the varied needs of modern
businesses and professionals.
Amenitization of Commercial Office Buildings: Shift Towards Campus Style Developments
Developers are increasingly focusing on incorporating amenities that enhance overall occupiers’ experiences by
going beyond the functional utility of office spaces. The amenities in these parks are diverse, comprising of
support retail including various F&B options, banks, creches, gyms, and clubhouses. This evolution in office
development highlights the importance of holistic tenant-centric planning in the commercial real estate sector.
Workplace hospitality is anticipated to enhance end-user experience allowing the developer to view occupiers as
valued guests by prioritizing service, convenience, and comfort.
Level of Integration of Facilities and Amenities for a Commercial Asset
Level of Integration Enablers Implications
• Social Infrastructure Delivers grade-A experience for both
• Physical Infrastructure occupiers and employees and boosts the
Ecosystem Level
• Ease of Commute & Connectivity attractiveness and marketability of the
• Digital Interventions development
• Retail and F&B area allocation
Facilitates ease of access and better
• Campus Aesthetics and Landscaping
Cluster Level circulation fostering communities to
• Seamless Block Connectors
connect, collaborate, and thrive
• Sustainability and Compliance
• Drop-off and arrival areas Enhances the overall user experience and
• Green Spaces and Façade assists in delivering an efficient asset
Building Level
• Parking and Break-out spaces that is in line with the needs of the
• Building efficiency and design features occupiers
240Modern commercial offices are being developed with a focus on placemaking, aimed at delivering quality grade
experiences. This approach integrates elements such as aesthetically pleasing modern designs, sustainable design
perspective and thoughtfully created hospitality experiences combining both work and leisure at the same time.
Preference and acceptance of such formats have been witnessed with the introduction of such integrated
commercial development.
Further, the evolution of the commercial office segment has propelled a shift in preference of occupiers and
developers. Occupiers are now evaluating a holistic and sustainable commercial asset that caters to their changing
needs and fosters enhanced employee experience. This has led to the developers/ landowners accommodating
additional good-to-have facilities and amenities as part of their portfolios to meet the growing needs for a modern
office by occupiers.
Further, developers are not only focusing on the aesthetic utilitarian buildings and campuses but starting to intently
focus on the aspects of placemaking across small-medium scale developments. Placemaking spans planning,
designing, and managing spaces that inspire and promote collaborative spaces contributing to an elevated
employee experience.
Employee Experience as a Key Focus
As discussed in previous sections, Occupiers are likely to emphasize enhancing employee experience48 to attract
and retain a quality workforce. Occupiers are looking for offices with dedicated areas to connect, create and focus
along with support amenities enabling more collaboration, training, food and beverage options and dedicated
social spaces. Along with employee wellbeing, experience curation and hospitality-centric facilities and services
are key elements of employee experience, as elaborated below.
48 Employee experience encompasses the overall individual’s journey within an organization. It considers all touchpoints – from onboarding
and business engagement to role satisfaction and leadership support to exit process.
2411) Experience Curation – Space Activation and Community Building: Space activation at the workplace
aims to develop vibrant and engaging workspaces that create community, encourage collaboration and
are likely to enhance employee experience. This is achieved through the integration of collaborative areas
spread across the offices aimed to promote social interaction.
2) Hospitality Integration – Service–led Delivery: Integration of hospitality-centric services and
amenities enables good design aiming to enhance user experience, to prioritise service, comfort and
convenience. Developers are looking to focus on enhanced experiences by introducing augmented
services and amenities. These can include flexible workspaces, concierge services, better aesthetics,
dedicated tenant lounges and bars, onsite food and beverages, and wellness programs.
Source: CBRE Research, Employee Experience – Pathway to Reimagining Workspaces, July 2024
To understand the impact of such value-added services across office developments, CBRE conducted an
in-depth study focusing on marquee commercial developments across prominent hubs and key markets
in India. A total of 8-10 office developments across different regions were shortlisted for further
evaluation as part of the study basis the following parameters:
1. Total leasable area: Commercial developments having leasable area within 0.5 Mn – 2 Mn sq.
ft. have been assessed. The above range represents a combination of standalone and campus-
styled developments exhibiting exposure to value-added services. Also, these developments
have witnessed relatively higher occupancy levels vis-à-vis micro-market averages.
2. Only assets by Grade A and Institutional developers were shortlisted for assessment.
3. Commercial developments / Office parks with year of operation within the last decade
4. Appropriate presence of area contribution by retail, facilities, and amenities
Key objectives of the analysis included, but were not limited to:
1. Assessment of must-have and good-to-have amenities and facilities across marquee products.
2. Evaluating the ideal proportion of area dedicated towards key facilities and amenities as part of the
commercial development.
3. Assessment of potential implications/impact of increase in area under facilities and amenities on the
overall revenue potential of the development
4. Impact of a holistic and integrated commercial offering on the overall occupancy and stability of the
development
5. Assessment of additional facilities and retail categories being provided in newer products.
242Key highlights of the analysis include, but are not limited to:
1. Proportion of leasable area dedicated towards retail, F&B, and other facilities and amenities as part of
the development.
2. Historic trends and the evolving nature of support facilities and amenities across key commercial
developments
3. Assessment of overall area breakup of categories and sectors within the retail zones of commercial
developments i.e., F&B area, the area under retail stores
4. Evaluation of existing revenue sources for the commercial developments ~ sector/segment-wise split of
overall revenue between commercial and retail tenants
5. In-depth analysis of retail revenue to determine key contributing categories.
Key findings of the analysis of office assets are as follows:
Overall area allocated for the retail category across the evaluated assets accounted for approximately 5-7% of
the total leasable area including food court. A large majority of this area comprises retail outlets/kiosks that enable
the asset to cater to the needs of the captive catchment as well as drive footfalls.
The integration of hospitality-centric services across retail areas and amenities across these assets allows the
developer to generate additional revenue. This further enables the office parks to act as experience centres and
enhance the overall space utility. Further, it has been observed that these developments tend to have relatively
higher occupancy rates viz-a-viz the micro market average.
Case in Point 1: A marquee development in Gurgaon with twin towers exemplifies the contemporary trend of
integrating retail, F&B, and other support retail such as electronics stores as an offering within commercial spaces.
This development with approximately 3-5% of total leasable area allocated for retail generates nearly 3-5% of
total asset revenue highlights the importance of creating a holistic environment enabling employees to access
the outlets and dining options conveniently along with driving footfall from the vicinity. These factors have
also enabled the development to sustain high occupancy levels to the tune of 95-98% against the micro-market
average of 90-93%.
Case in Point 2: A marquee development in Hyderabad exemplifies the modern trend of delivering better
experience around commute arrival, recreation, technology inclusion, digital interventions, visitor experience, and
service quality amongst others. The development has an average occupancy level of nearly 95-98% against the
micro-market average of 86 - 89%. Approximately 5-7% of the total leasable area is dedicated to supporting
retail covering various top options for casual dining, café, and food court areas generating approximately 4-6% of
total asset revenue. The place also has other support retail such as a hypermarket and creche along with amenities
such as an amphitheatre. This hospitality-centric experience unifies the brand experience while
243accommodating occupiers’ preferences with thoughtful design and amenities promoting social interaction and
collaboration.
Case in Point 3: A prominent commercial asset located in Bandra-Kurla-Complex has focused on sustainability
and providing the occupiers with a sustainable and technology-driven office environment. The developer has
allocated nearly 3-5% of the total leasable area towards retail, majority of which comprises curated F&B offerings.
A combination of these facilities and amenities as part of the complex has enabled the development to sustain
healthy occupancy levels i.e., 95-98% compared to micro-market average occupancy of 87-90%. This has also
assisted in driving footfalls to the dedicated retail zone. Further, retail offerings are able to generate additional
revenues to the tune of 1-3% for the asset.
Case in Point 4: A strategically positioned commercial development with a focus on delivering hospitality
hospitality-centric experience, located in Powai is a product with focus on key retail offerings and experiences.
These amenities include a fitness centre, daycare centres, medical facility, and a multi-cuisine food court
accounting for nearly 3-5% total leasable area. Subsequently, this has allowed the developer to witness healthy
occupancy levels i.e., 95-98% compared to the micro-market average of 93 – 96%, and increased occupier
interest and traction for retail services contributing to additional revenues of approximately 2-4%.
Post assessment of these marquee assets, CBRE finds that integration of value-added services and amenitization
have enhanced the overall marketability and added to the overall revenue of the asset by approximately 2– 6%.
These assets enjoy relatively higher occupancy levels and rentals compared to their relative micro-market averages,
thereby having a parallel impact on the need/sustenance of value-added options. Further, the presence of a curated
retail offering has assisted in driving footfalls and enriching the overall occupier experience. In addition, F&B
offerings reflected the highest contribution towards the overall retail revenue across the shortlisted assets i.e.,
nearly 85-90%. Other retail offerings ranging between hypermarkets, supermarkets, electronics stores, daycare
centres, banks, etc. contribute to the balance share of revenue.
Occupiers are increasingly drawn to modern integrated parks packed with amenities including F&B outlets,
outdoor open spaces, fitness & wellness centres, and community events, among others.
Impact of Rising Consumer Expenditure on Commercial Real Estate
The shift in the developer psyche to focus on providing an experiential product is driven by the evolving consumer
mindset in India. Indian consumers are now focusing on enhancing their lifestyle and are directing some share of
their household expenditure on retail and experiences.
India’s per capita income has shown a consistent upward trajectory, with increased consumer purchasing power.
The per capita Gross National Income in India grew from INR 1,17,131 in FY2017 to INR 2,31,711 as of FY2025,
registering a Compound Annual Growth Rate (CAGR) growth of 8.9% over this period. (Source: Second Advance
Estimates of Gross Domestic Product for 2024-25, Ministry of Statistics and Programme Implementation, February 2025)
The household consumption expenditure in India has grown from INR 85.7 trillion in FY2016 to INR 190.6
trillion in FY2024, growing at a CAGR of 10.5% during the period. India’s per capita private final consumption
expenditure has increased from INR 49,738 in FY2016 to INR 71,016 in FY2024. The rise in per capita private
final consumption expenditure reflects improved living standards. (Source: Ministry of Statistics and Programme
Implementation, May 2025)
With the increase in consumption expenditure across key segments such as F&B, Clothing, and Transport, India’s
growing affluence, the new Indian consumer tends to spend more on quality, variety, and convenience coupled
with more experiential offerings. Subsequently, brands are offering high-end services and products to consumers
catering to their needs.
Fit out-as-a-Service (FaaS)
Introduction
The value proposition of the Fit-out-as-a-Service solution by flexible workspace operators relies on the premise
that flexible workspace operators as their core business, design, build, and service offices for multiple clients, that
take managed office solutions from them. This experience may also help such operators create and deliver well
designed, compliant, and cost-efficient offices timely for organisations that may be looking to have their own/self-
leased office whose fitouts are executed and managed by a third party/flex operator.
244The premise that the core business of flexible workspace operators is to design, build, and manage offices for
multiple customers may allow them the ability to hold fit-out inventory, have well-negotiated vendor contracts,
have set templates and processes in place, have grip over compliances and have full-time delivery teams on payroll
that may enable them to build cost and design efficient offices at a quick pace for customers wanting FaaS. Certain
FaaS providers may also have partnerships enabling fitout financing for their clients.
Mentioned below are few potential advantages and disadvantages of opting for FaaS from an occupier
perspective:
Advantages Disadvantages
End-to-End Integration and Single Point of Contact:
The service provider49 streamlines the fit-out process by Restricted Control: Businesses may have control on certain
serving as the single point of contact between vendors design aspects; however, the overall delivery timeline and
and occupiers, facilitating seamless integration of all output quality depends upon the service provider. Occupiers
services. This approach ensures comprehensive can overcome this by clearly outlining the design requirements,
management and coordination of the entire project quality, expectations, delivery timelines in the contract and by
thereby, making the whole process hassle free for the including provisions for regular progress reports and reviews.
occupiers.
Integration Challenges: Ensuring seamless integration of the
Economies of Scale and Cost Efficiency: The service design with existing infrastructure and accommodating future
provider may be able to capitalize on economies of scale modifications can be challenging, requiring meticulous
to secure better procurement deals. This may result in planning and coordination for both the occupier and the service
cost-effective fit outs that maintain high standards of provider. This can be mitigated by having detailed planning
quality. Their extensive industry experience and sessions, encouraging designs that allow for future
relationships ensure competitive pricing and superior modifications, scheduling regular coordination and meetings
service delivery. between the team and service provider.
Quick Delivery of Large Spaces: Leveraging reserve Dependency on Providers: Reliance on external service
stock/inventory and extensive experience, the service providers can lead to potential issues of quality control,
provider may be able to deliver large-scale spaces quickly timelines, and alignment with business objectives. Can be
and efficiently. Their established relationships with mitigated by conducting a thorough research and vetting before
contractors and vendors can enable honoring of short selecting a service provider by checking their track record,
delivery timelines without compromising on quality. references, and portfolio to ensure reliability and quality.
This service enables companies to delegate the non-core task of designing, building and managing their office
space to specialized providers.
The emphasis on retail areas across the commercial office segment along with the changing nature of expenditure
and consumer preferences are also expected to continue the transformation witnessed in the real estate sector. This
may drive demand for developments emphasizing holistic consumer experiences with hospitality-centric
amenities and facilities. To capitalize on changing dynamics, developers and operators may also evaluate to
strategically align their offerings in response to consumer preferences for convenience and quality experience.
Annexure
Company Definition
Company Type Definition
Start-up Indian company, with < 5 years of existence and <500 employees
SME Indian company, with >5 years of existence and <500 employees
Corporate/MNC Indian company, with >500 employees OR
Company headquartered outside India, irrespective of years of existence and no. of employees
Freelancer Individuals
Abbreviations:
Term Description
APAC Asia Pacific
CAGR Compounded Annual Growth Rate
49 The service provider includes developers, project management consultants, flexible workspace operators and third party vendors.
245Term Description
CY Current Year
MMR Mumbai Metropolitan Region
FY Financial Year
CPI Consumer Price Index
FDI Foreign Direct Investment
GDP Gross Domestic Product
GST Goods and Services Tax
IMF International Monetary Fund
Mn Million
NCR National Capital Region
OMR Old Mahabalipuram Road
PMAY Pradhan Mantri Aawas Yojana
psf per sq. ft.
INR Indian National Rupee
USD United States Dollar
RBI Reserve Bank of India
SEZ Special Economic Zone
sq. ft. or sf or sft sq. ft.
Stats Statistics
Flex Flexible Workspace
TAM Total Addressable Market
GER Gross Enrolment Ratio
FaaS Fit-out-as-a-Service
GCC Global Capability Centre
SME Small-Medium-Enterprises
MNC Multinational Corporations
CAM Common Area Maintenance
F&B Food & Beverage
Y-o-Y Year-on-Year
HNI High Net-worth Individuals
EMEA Europe, Middle East, and Africa
Glossary:
Description
1 Development Completions / Supply - Represents the total area of new floor space that has reached practical completion
and is occupied, ready for occupation or an occupancy permit, where required, has been issued during the survey period.
2 Total Stock - Represents the total completed space (occupied and vacant) in the market at the end of the quarter/year.
3 Vacant Space - Represents the total office space in completed properties, which is available for lease and is being
actively marketed at the end of the quarter / year. Space that is not being marketed or is not available for occupation is
excluded from vacancy. Space that is Under Construction is also excluded from Vacant Space.
4 Vacancy Rate (%) Calculation - Vacant Space expressed as a percentage of Total Stock.
5 Total Occupied Stock Calculation - Total Stock minus Vacant Space.
6 Absorption/Take Up - Represents the total office space known to have been let out to tenants or owner-occupiers during
the survey period. A property is deemed to be taken-up only when contracts are signed, or a binding agreement exists.
Unless otherwise stated, references to absorption shall refer to gross absorption.
7 Rental Values - Quoted rental values; measured in INR/sq. ft./month representing the average asking (quoted) rental
rate for all available space in existing buildings at the end of the quarter/year. This rate indicates an average of what
landlords would charge to lease space in that market, with operating costs covered by the tenant. Rental values provided
are exclusive of property taxes.
246Description
8 SEZ Stock - Refers to a development type; includes all IT-focused Special Economic Zones approved as per the SEZ
India Authority.
9 Non-SEZ Stock - Refers to a development type; includes buildings developed for occupiers involved in IT/ITeS
operations (as defined in the National and State Level IT Policies), inclusive of STPI (Software Technology Parks of
India) and includes all non-IT buildings, inclusive of those for corporate office space.
10 Grade A - Refers to a development type; the tenant profile includes prominent multinational corporations, while the
building area is not less than 10,000 sq. ft. It includes an open plan office with large size floor plates, adequate ceiling
height, 24 X 7 power back-up, supply of telephone lines, infrastructure for access to internet, central air-conditioning,
spacious and well decorated lobbies, circulation areas, good lift services, sufficient parking facilities and has centralized
building management and security systems.
11 Grade B - Refers to a development type; the tenant profile includes mid to small sized corporates, average floor plate
sizes, flexible layout, adequate lobbies, provision of centralized or free-standing air-conditioning, adequate lift services
and parking facilities. An integrated property management system might not be in place, while external facade might
be ordinary. Multiple ownership might be a norm.
12 Institutional Stock - Institutionally held stock / Institutional Stock refers to office assets which are majorly owned and
have witnessed investment activity by institutional players such as private equity (“PE”) funds, pension funds,
sovereign wealth funds, insurance companies, and real estate investment trusts (“REITs”).
13 Non-institutional Stock - Non-institutional refers to office stock that is held /owned by the developers themselves or
have witnessed investment by individual investors and HNI and /or combination of both.
14 Global Capability Centre - GCCs are the captive hubs that include both MNC-owned units that undertake work for the
parent’s global operations and the company-owned units of domestic firms
15 Placemaking - Placemaking spans planning, designing, and managing spaces that inspire and promote social
interactions and exchange, contributing to an elevated holistic experience
16 Alternate assets - Alternate assets refer to mixed-use developments, hotel, and mall establishments
17 Refurbishment - Refurbishment refers to the process of renovating and improving a property to enhance its functionality
and value. This includes structural repairs, updating electrical and plumbing systems, modernizing interiors, enhancing
energy efficiency, and improving exterior features with a goal to restore and upgrade the property to meet current
standards and market demands.
18 Net Absorption - Net Absorption represents total office space known to have been let out to tenants or owner-occupiers
excluding the space that has been vacated, during the survey period.
19 Gross Absorption - Gross absorption represents the total office space been let out to tenants or owner-occupiers during
the survey period.
20 Flex/Flexible Stock - Summation of the total area under occupancy/management by all the flexible workspace operators
across the country
21 Benchmarked Operators - For the purpose of this report, benchmarked operators refer to WeWork India, IndiQube, and
Awfis.
247OUR BUSINESS
Some of the information in the following section, especially information with respect to our plans and strategies,
contains forward-looking statements that involve risks and uncertainties. You should read the section “Forward-
looking Statements” on page 24 for a discussion of the risks and uncertainties related to those statements and the
section “Risk Factors” on page 39 for a discussion of certain risks 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.
The industry-related information contained in this section is derived from the industry report titled “Flexible
Workspaces Segment in India” dated June 20, 2025 prepared by CBRE South Asia Private Limited (“CBRE
Report”). We commissioned and paid for the CBRE Report pursuant to the engagement letter dated May 15, 2024
executed with CBRE, for the purposes of confirming our understanding of the industry specifically for the purpose
of the Offer. CBRE is an independent agency and is not a related party of our Company, its Subsidiaries,
Directors, Promoters, Key Managerial Personnel, Senior Management or the Book Running Lead Managers. A
copy of the CBRE Report was available on the website of our Company at https://smartworksoffice.com/investors.
For further details, see “Definitions and Abbreviations – Business related terms” on page 16 for definitions of
certain terms used in the CBRE Report and certain industry-related terms contained in this section.
The CBRE Report is subject to the following disclaimer:
“CBRE South Asia Pvt. Ltd. (‘CBRE’) has prepared ‘Industry Report on Flexible Workspaces Segment in India’
(‘Industry Report’) dated June 20, 2025.
CBRE is not operating under a Financial Services License when providing the Industry Report, which do not
constitute financial product advice. Investors should consider obtaining independent advice from their financial
advisor before making any decision to invest in/with the Client.
Any reference to CBRE within the Offer Document must be read in conjunction with the full Industry report.
CBRE disclaims all liability to any investor.
CBRE disclaims any liability to any person in the event of an omission from, or false and misleading statements
included in the Offer Documents other than in respect to this Industry Report.
The Industry Report is strictly limited to the matters contained within, and should not be read as extending, by
implication or otherwise, to any other matter in the Offer Documents. Without limitation to the above, no liability
is accepted for any loss, harm, cost or damage (including special, consequential or economic harm or loss)
suffered as a consequence of fluctuations in the real estate market subsequent to the date of the report.
CBRE has prepared the Industry Report relying on and referring to information provided by third parties, publicly
available information as well as industry publications and other sources (“Information”).
This report has been prepared, based on CBRE’s current anecdotal and evidence-based views of the real estate
market. Although CBRE believes its views reflect market conditions on the date of this Industry Report, they are
subject to significant uncertainties and contingencies, many of which are beyond CBRE’s control. In addition,
many of CBRE’s views are opinion and/or projections based on CBRE’s subjective analyses of current market
circumstances. Other firms may have different opinions, projections and analyses, and actual market conditions
in the future may cause CBRE’s current views to later be incorrect. CBRE has no obligation to update its views
herein if its opinions, projections, analyses or market circumstances later change.
Any forward-looking statements contained in this report are based on certain assumptions, which in its opinion
are true as on the date of this report and could fluctuate due to changes in factors underlying such assumptions
or events that cannot be reasonably foreseen.
The Industry Report may not be reproduced in whole or in part by any third parties without prior written approval
of CBRE.”
We have included certain non-GAAP financial measures and other performance indicators relating to our
financial performance and business in this 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.
248GAAP. 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 – 57. We have presented certain supplemental information of our performance and liquidity which is not
prepared under or required under Ind AS” on page 103.
OVERVIEW
We are an office experience and managed Campus platform. As of March 31, 2024, we were the largest managed
campus operator, amongst the benchmarked operators in terms of total stock, with a lease signed portfolio of 8.0
million square feet. (Source: CBRE Report). We have leased, and we manage a total SBA of 8.99 million square
feet as of March 31, 2025. We strive to make Enterprises and their employees in India more productive at work
by providing value-centric pricing and superior office experience vis-à-vis traditional workspaces, with access to
enhanced services and amenities. Landlords, especially passive and non-institutional, benefit from the
transformation of their bare shell properties into ‘Smartworks’ branded, fully serviced managed Campuses.
We focus on mid-to-large Enterprises and have built a growing Client base, which includes Indian corporates,
MNCs operating in India and startups. We equip our Campuses with modern and aesthetically pleasing designs
using our extensive design library, integrated proprietary technology solutions and amenities such as cafeterias,
sport zones, Smart Convenience Stores, gymnasiums, crèches and medical centres. Some of these amenities take
care of the daily needs of the employees of our Clients, and some are aspirational in nature, leading to collaborative
workspace and team building. These aspects are likely to enhance well-being, fostering a vibrant and engaging
work atmosphere.
The below images are samples of ‘Smartworks’ Campus ecosystem:
[The remainder of this page has intentionally been left blank]
249250Our scale
Our managed Campus platform consists of a total SBA of 8.99 million square feet across 50 Centres in 15 cities
such as Bengaluru (Karnataka), Pune (Maharashtra), Hyderabad (Telangana), Gurugram (Haryana), Mumbai
(Maharashtra), Noida (Uttar Pradesh) and Chennai (Tamil Nadu), with 203,118 Capacity Seats, as of March 31,
2025, break-up of which is provided in the table below:
As on March 31, 2025 As on June 30, 2025
SBA (in Number SBA (in
Particulars Capacity Number Capacity
million of million
Seats of Centres Seats
square feet) Centres square feet)
Operational Centres^ 8.09 46 183,613 8.31 48* 190,421
Fit-outs Centres 0.72 3 15,494 0.70 2 15,042
Centre(s) yet to be handed 0.18 1 4,011 1.07 4# 26,085
over(1)
Total 8.99 50 203,118 10.08 54 231,548
(1) Refers to Centres which are yet to be handed over to us by the respective Landlords as on March 31, 2025 and as on June 30, 2025,
respectively, which are presently not operational. The Capacity Seats of such Centres may undergo change when the Centres becomes
Operational on account of actual designs and interiors of the Centre.
*Includes (i) an Operational Centre as on June 30, 2025, which was a Fit-Outs Centre as of March 31, 2025, and (ii) a new Operational
Centre in respect of which the lease became effective post March 31, 2025.
^ Includes SBA of 0.06 million square feet in two centres in Mumbai (Maharashtra) wherein our Company only manages the operations of
the Centres leased by the Clients from the Landlord.
# Includes (i) a Centre which was yet to be handed over as of March 31, 2025 and (ii) three new Centres taken on lease by our Company,
which is yet to be handed over by the respective Landlords as on June 30, 2025.
As on June 30, 2025, we have signed non-binding letters of intent/MoUs with Landlords for an additional SBA
of 1.46 million square feet across three Centres in Pune (Maharashtra), Kolkata (West Bengal) (partially handed
over to the extent of 0.02 million square feet which has been excluded) and Mumbai (Maharashtra).
As on June 30, 2025, we have signed term sheets with Landlords in Gurugram for a Centre with a total SBA of
450,000 square feet under the variable rental business model, of which SBA of 33,504 square feet has been
operationalised pursuant to agreements entered into by our Company with the Landlord and each of the respective
Client(s). For details, see “ – Our Strategies” on page 272.
As of March 31, 2025, our Operational Centres served 738 Clients occupying 152,619 Seats. Further, as on June
30, 2025 we had 728 Clients with 169,541 Seats, out of which 12,044 Seats were yet to be occupied at our
Operational Centres by the respective Clients. The following table sets forth the details of our Committed
Occupancy as on June 30, 2025:
Capacity Seats in Operational Centres (A) 190,421
Committed Seats (B) 169,541
Committed Occupancy Rate (B/A x 100) 89.03%
Note: Capacity Seats in Operational Centres herein refers to the maximum number of Seats available in all the Operational Centres of our
Company. Committed Seats refers to the (i) Occupied Seats of Operational Centres; and (ii) Seats occupancy in our Operational Centres
reserved by the Client(s) through an agreement or a letter of intent and by payment of security deposit, and such Client(s) are yet to move-in
to our Operational Centre(s) pursuant to such agreement or letter of intent. Committed Occupancy Rate is the percentage of Committed Seats
out of the total Capacity Seats in Operational Centres.
We have also taken on lease two Centres in Singapore with a total SBA of 35,036 square feet and serve 83 Clients
as on June 30, 2025. For details, see “History and Certain Corporate Matters – Other agreements - Acquisition
of assets of Keppel Real Estate Services Pte. Ltd. on page 305. Singapore has emerged as one of the preferred
locations for corporate headquarters with the highest number of completed regional headquarters in the past 10
years in Asia Pacific (2014 – 2023) (Source: CBRE Report). Our presence in Singapore provides us the
opportunity to explore further business opportunities in both India and Singapore.
We have a total of four lease signed centers in India above 0.5 million square feet in size, with the largest center
of approximately 0.7 million square feet. located in Vaishnavi Tech Park in Sarjapur, ORR in Bengaluru (Source:
CBRE Report). We have constantly outranked ourselves in leasing large Campuses in India. Vaishnavi Tech Park
in Bengaluru (Karnataka) surpassed our other Campuses, namely, M-Agile in Pune (Maharashtra), with a total
SBA of 0.69 million square feet and AP-81 in Pune (Maharashtra), with a total SBA of 0.55 million square feet.
As of March 31, 2025, our average Centre size is SBA of 0.18 million square feet.
251The below diagram shows our scale and Pan-India presence as on June 30, 2025:
Note: Map not to scale.
Note: Includes SBA of 1.46 million square feet across three Centres in Pune (Maharashtra), Kolkata (West Bengal) (partially handed over to
the extent of 0.02 million square feet which has been excluded) and Mumbai (Maharashtra) for which our Company has signed non-binding
letters of intent/MoUs with the respective Landlords. Also includes, (i) SBA of 0.45 million square feet under the variable rental business
model for which our Company has signed term sheets with Landlords in Gurugram, out of which SBA of 33,504 square feet has been
operationalised pursuant to agreements with the Landlord and each of the respective Client(s) and (ii) SBA of 0.06 million square feet in two
centres in Mumbai (Maharashtra) wherein our Company only manages the operations of the Centres leased by the Clients from the Landlord.
Market opportunity
Supply opportunity
India’s commercial office50 stock stands at an estimated 883 million square feet as at March 31, 2025 (Source:
CBRE Report). It is forecasted to grow at a CAGR of 6.7% to 1,072 million square feet by the end of 2027 (Source:
CBRE Report) (Basis the graph in “Industry Overview- Evolution of Office Stock in India” on page 202). It is
concentrated in the top nine cities comprising of Bengaluru, Mumbai Metropolitan Region (“MMR”), Hyderabad,
Gurgaon, Chennai, Pune, Noida, Kolkata, and Delhi in order of size of market (Source: CBRE Report). The Indian
office market is predominantly fragmented.
Further, 70.2% of the total commercial organized stock in India is non-institutionally owned stock as of March
31, 2025 (Source: CBRE Report).
We have developed a mutually beneficial proposition by partnering with passive and non-institutional Landlords
to typically take on lease their entire/ large bare shell properties. We take on lease a mix of newly constructed
properties and existing properties transitioning from expiring leases. For example, Golf View Corporate Towers
– Tower B in Gurugram (Haryana), which has a total SBA of 144,626 square feet and Maple Corporate Park in
Noida (Uttar Pradesh), which has a total SBA of 270,000 square feet, were formerly occupied by a global
consulting firm and a major Indian information technology multinational, respectively, are now taken on lease by
us. Our proven success in converting existing properties to our platform highlights Landlords’ growing preference
for our model of managed leasing over traditional leasing arrangements. This has unlocked an additional
addressable market for us.
Demand opportunity
Supported by the country’s steady economic growth, domestic companies are emerging as a strong force in the
demand for office space in India (Source: CBRE Report). Owing to the availability of new and experienced talent,
a supportive regulatory framework coupled with the availability of quality grade and cost-effective real estate,
50 All commercial office references in the report pertain to organized stock unless otherwise stated.
252India is moving towards becoming one of the preferred locations for offices of GCCs and multinational
corporations (Source: CBRE Report). These companies may also consider evaluating flexible workspaces to
expand their operations in India which may also help in enabling them to outsource some elements of their value
chain including but not limited to office experience and running cost effective operations. This may also support
the existing demand for flexible workspace solutions (Source: CBRE Report).
Occupiers are increasingly drawn to modern integrated parks packed with amenities including F&B outlets,
outdoor open spaces, fitness & wellness centres, and community events, among others (Source: CBRE Report).
Owing to the constantly evolving use cases of flexible workspace solutions, some organizations may also evaluate
them as potential solutions to support relocations, consolidation etc. post expiry of their traditional leases (Source:
CBRE Report).
The share of flexible workspaces stock in Non-SEZ occupied office stock across Tier I cities increased from 7%
-9% Pre 2020 to 14% -16% by the end of 2024 (Source: CBRE Report).
Our Company is poised to benefit from these dual tailwinds.
According to the CBRE’s India Office Occupier Survey 2024, the number of companies with over 10% of their
office space being flexible is expected to jump from 42% (Q1 2024) to 59% by 202651 (Source: CBRE Report).
Majority seats have been getting transacted in 100+ seats cohort categories in flexible workspace centres over the
last 2-3 years (Source: CBRE Report). This represents a market opportunity for us, given our Pan-India presence,
value-centric pricing and expertise in leasing entire/ large properties.
The flexible workspace stock in Tier 1 Cities grew from more than 35 million square feet by the end of 2020 to
over to 82 million square feet by the end of 2024, at a CAGR of approximately 23-24% (Source: CBRE Report).
Our advantage of being one of the first few operators to start offering managed office solutions coupled with the
strength of our business model and leasing strategy focused on mid-to-large Enterprises, have driven our steady
growth of SBA managed by us in Tier 1 cities at a CAGR of 38.37% between 2020 and 2024, enabling us to
outpace the industry growth rate by more than 1.50 times in terms of total SBA during the same period. We
continue to benefit from the supply and demand opportunities in the managed workspace segment to grow our
business.
Our operating model | Office experience and managed Campus platform
We typically focus on leasing entire/ large, bare shell properties in prime locations from Landlords and transform
them into fully serviced, aesthetically pleasing and tech-enabled Campuses with daily-life and aspirational
amenities. Our Centres offer Clients’ employees a modern, attractive and aesthetically pleasing work environment.
We cater to Clients’ needs of all team sizes, from under 50 to over 6,300 Seats, with a specific focus on mid-to-
large Enterprises having a requirement of over 300 Seats.
The below table set forth details of Rental Revenue from Enterprise Clients during the Fiscals indicated:
Fiscals
Particulars
2025 2024 2023
Rental Revenue from Enterprise Clients (in ₹ million) 11,345.68 8,847.99 6,044.91
Rental Revenue (in ₹ million) 12,821.65 9,870.26 6,645.82
Percentage of Rental Revenue from Enterprise Clients 88.49% 89.64% 90.96%
We standardise designs by using modular and reusable fit-outs, and also focus on achieving economies of scale.
We also leverage our integrated proprietary technology to build out and operate Centres. This allows us to offer
our Clients a standardised, hassle-free, one-stop solution for their workspace needs by combining core services
such as design and build out, facility management and technology infrastructure. This helps our Clients to focus
on their business priorities without worrying about day to day management of workspace.
Since we invest in the initial workspace build out cost and provide cost-effective and sustainably priced flexible
workspace solutions, it allows our Clients to achieve financial and capital efficiencies by allocating capital to their
51 The survey was conducted in March-April 2024; total number of respondents - 70-78
253core business. Our Clients also benefit from the swift turn-around time of delivery of workspace experience in 45
to 60 days from the date of the contractual arrangement.
A glimpse of diverse amenities and services offered in our Campuses, as below:
We launched value-added services (“VAS”) in Fiscal 2023, whereby, through revenue sharing arrangement with
our service partners, we offer services like cafeterias, sport zones, Smart Convenience Stores, gymnasiums,
crèches and medical centres. Some of our service partners include Chaipoint (Mountain Trail Foods Private
Limited), Park+ (Parviom Technologies Private Limited), ClearTax (Defmacro Software Private Limited),
Nutritap Technologies Private Limited and CloudKitch Private Limited. We also launched fit-out-as-a-service
(“FaaS”) in 2024. Under FaaS, we utilise our extensive design library and vendor network to provide tailored
design and build solutions for customers’ offices with advance payments from such customers. VAS and FaaS are
ancillary businesses that serve as monetising opportunities with our existing Clients, and also help us to engage
with new Clients through these offerings. VAS and FaaS are asset light businesses for us considering the low
capital investment and minimal upfront capital deployment, which are margin-accretive. For more details, see “ –
Strategies” on page 272.
Our business model creates a mutually benefiting network effect on both supply and demand sides, as depicted
below in the diagram. We transform large bare shell properties into managed workspaces, which attracts
Enterprises and also benefits the Landlords. We provide these Enterprises and their employees with daily-life and
aspirational amenities. This improves the office and workspace environment, and encourage our Clients to expand
their operations in the managed workspace premises. As a result, we create more value for everyone involved,
while building a long-term, sustainable ecosystem.
The below diagram shows the network effect playing out on both the supply and demand sides:
254Our managed Campus platform creates an ecosystem consisting of our key stakeholders: (i) Clients; (ii) Landlords;
(iii) Clients’ employees; and (iv) service partners, who benefit from our business model and offerings.
The below diagram shows the benefits offered by our platform to different stakeholders:
Clients
We specialise in serving large Enterprises that have large teams, multi-city presence and customised infrastructure
and operational requirements. We also serve mid and emerging Enterprises and other organisations, which helps
us expand our business with their growth.
We are present in key clusters across Indian cities, which gives our Clients the ability to choose office spaces
across locations based on their requirements. Our modern workspaces are quickly configurable to meet diverse
needs. By providing fully managed, aesthetically pleasing and tech-enabled Centres, in prime locations at value-
centric pricing, we achieve financial and capital efficiencies for our Clients. Additionally, we focus on creating
aspirational and daily-life amenities that are likely to enhance well-being, fostering a vibrant and engaging work
atmosphere.
We have a diverse Client base that includes Indian corporates and MNCs, such as Google IT Services India Private
Limited, L&T Technology Services Limited, Bridgestone India Private Limited, Philips Global Business Services
LLP, Persistent Systems Limited, Billionbrains Garage Ventures Private Limited (Groww), MakeMyTrip (India)
Private Limited. Many of our Clients have long-term contractual arrangements with us across multiple locations.
Below is a case study of one of our existing Clients:
255Landlords
Approximately 70.2% of the total commercial organized stock in India is non-institutionally owned stock as of
March 31, 2025 (Source: CBRE Report). The Indian office market is predominantly fragmented.
Non-institutional refers to office stock that is held /owned by the developers themselves or have witnessed
investment by individual investors and HNI and /or combination of both. (Source: CBRE Report). The passive
and non-institutional Landlords are often unable to manage their properties efficiently or attract tenants of repute.
They need a reliable partner to transform their spaces into high-yield properties while reducing management
burden. We fill this gap by partnering with such Landlords to transform their properties in key clusters into fully
serviced managed Campuses. By leasing entire/ large properties, we leverage economies of scale, and at the same
time provide rental assurance of the entire property to the Landlords. This ensures financial security/ predictability,
building and tenant management. Landlords also benefit from the transformation of their bare shell properties into
‘Smartworks’ branded, fully serviced managed Campuses.
Managed campus solution can also help passive landlords who are not actively engaged in the marketing and
leasing of their buildings to be able to lease their entire development to a single tenant i.e., the managed campus
operator in one go, which may save the landlords some time and effort that is otherwise spent in leasing the asset
in parts to multiple tenants and gets the landlord rental commitment for their entire asset from a single operator
(Source: CBRE Report).
Below is a case study of one of our existing Landlords:
256We typically execute long-term lease agreements with the Landlords ranging from 10 to 15 years along with a
typical lock-in period of up to five years for us. Our platform with access to large Campuses for long tenures in
key Indian cities and clusters, is difficult to replicate given the property acquisition complexities and long
development timeline of commercial real estate properties.
Clients’ employees
We provide fully serviced, aesthetically pleasing and tech-enabled Centres to our Clients. As we focus on leasing
out entire / large properties, it allows us to incorporate daily-life and aspirational amenities, such as cafeterias,
sport zones, Smart Convenience Stores, gymnasiums, crèches and medical centres. This leads to collaborative
workspace and team building. These aspects are likely to enhance well-being of the Clients’ employees, fostering
a vibrant and engaging work atmosphere.
Service partners
We have a wide range of service partners such as Chaipoint (Mountain Trail Foods Private Limited), Park+
(Parviom Technologies Private Limited), ClearTax (Defmacro Software Private Limited), Nutritap Technologies
Private Limited and CloudKitch Private Limited. Through our service partners, we provide value-added services
and amenities, such as cafeterias, sport zones, Smart Convenience Stores, gymnasiums, crèches and medical
centres, to the Clients’ employees, who gain access to amenities and services right at their workplaces. We offer
our service partners access to a large base of customers i.e. employees of mid-to-large Enterprises, with disposable
income, in our Campuses. Our service partners also consist of vendors of various fit-outs in our Centres such as
electricals, furniture, plumbing equipment etc.
Supply strategy
Commercial properties in tier-1 cities accounted for approximately 90-95% of the total available commercial
office space stock in India as of March 31, 202552 (Source: CBRE Report). The 28 key clusters identified across
Tier 1 cities account for around 80% of total flexible workspace stock in these cities (Source: CBRE Report).
We strategically focus on leasing entire/ large properties in Tier 1 cities. As of March 31, 2025, we have
52 CBRE Report: “Total stock is representative of office space across Tier I and top 10 tier II cities. The Top 10 Tier II cities include
Chandigarh, Jaipur, Lucknow, Coimbatore, Kochi, Trivandrum, Vishakhapatnam, Ahmedabad, Indore, and Bhubaneshwar”
257established ourselves in 19 key clusters with 40 Centres with a total SBA of 8.48 million square feet, ensuring our
presence in developed and high-growth areas.
Leasing entire/ large properties lends benefits such as lower cost of operations by achieving economies of scale,
and asset management, enabling us to deliver quality experience. See “– Our Strengths” on page 264.
Our typical cluster strategy involves leasing small independent buildings/ properties based on fundamental
research and on-ground intelligence to build presence. We then leverage our brand and local Clients and Landlords
relationships to lease large properties.
The below table shows the total stock and flex stock of some of the key clusters in India:
Market
Market
Total Flex stock SBA share of
share of
stock (as (as of managed the
the
of March March 31, by the Company
Company
Market Key cluster 31, 2025) 2025) Company of the
of the flex
(Source: (Source: (as of total stock
stock as of
CBRE CBRE March 31, as of
March 31,
Report) Report)53 2025) March 31,
2025
2025
(in million (in million (in million
square square square (%) (%)
feet) feet) feet)
Secondary Business District - 14.5 4.5- 5.0 2.00 13.81% 44.49% -
Pune West 40.04%
10 1.6 – 2.1 0.65 6.53% 40.81% -
Gurgaon Golf Course Road 31.10%
6 3.3 -3.8 0.70 11.68% 21.23% -
Pune Central Business District 18.44%
Secondary Business District - 16.5 2.0 – 2.5 0.32 1.94% 16.00% -
Pune East 12.80%
73.8 8.5 - 9.0 1.22 1.65% 14.30% -
Hyderabad IT Corridor 13.51%
75 7.2 -7.7 0.99 1.32% 13.75% -
Bengaluru Outer Ring Road 12.86%
10.3 1.7-2.2 0.20 1.94% 11.76% -
Chennai Off CBD 9.09%
36.4 3.3 - 3.8 0.23 0.62% 6.86% -
Bengaluru North Bengaluru District 5.96%
12.3 1.5 – 2.0 0.10 0.81% 6.67% -
Gurgaon DLF Cybercity 5.00%
We also pursue leasing opportunities in upcoming clusters in Tier 1 cities and Tier 2 cities to address our Clients’
growth requirements in emerging markets. This helps us to grow together with our Clients and strengthen our
relationships. As of March 31, 2025, we are present in five Tier 2 cities, namely, Jaipur, Kochi, Indore, Coimbatore
and Ahmedabad.
Demand strategy
We serve Indian corporates, MNCs and startups. While we cater to all categories of Clients, we are focused on
mid-to-large Enterprises, which typically have a requirement of over 300 Seats. By serving Clients across various
growth sectors like information technology, engineering, insurance, energy, Ed-tech, e-commerce, fintech and
consulting, we reduce concentration risk. Given that we have experience in providing workspace solutions to
Clients from different industries/ sectors, we position ourselves as a suitable partner for versatile workspace
offerings.
The below diagram shows our diverse clientele across sectors:
53 Estimate only
258We pursue multi-Centre (same city) and also multi-city growth opportunities by investing in and nurturing long-
term partnerships with our Clients. Large Enterprises typically have unique requirements and we want to be their
workspace infrastructure partner by providing them managed workspace solutions. Our ability to understand,
anticipate and capitalise on our Clients' growth needs, is key to our Client retention and additional business. For
Fiscal 2025 we have witnessed a Seats Retention Rate of 86.83%. Further, we earned 31.90% of our Rental
Revenue from multi-city Clients out of our total Rental Revenue for Fiscal 2025. The table set forth below shows
our Seats Retention Rate and Rental Revenue from multi-city Clients for the last three Fiscals:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Number of Seats Retained (A) 41,050 28,336 27,999
Total number of Seats due for Retention (B) 47,278 32,102 29,094
Seats Retention Rate (A/B x 100) 86.83% 88.27% 96.24%
Rental Revenue from multi-city Clients (in ₹ 4,090.42 3,025.40 2,203.05
million) (C)
Rental Revenue (in ₹ million) (D) 12,821.65 9,870.26 6,645.82
Percentage of Rental Revenue from multi-city 31.90% 30.65% 33.15%
Clients, of our Rental Revenue (C/D x 100)
Note: Seats Retained refers to Occupied Seats by our Clients who chose to continue occupying Seats after expiry of lock-in tenure during the
year. Seats due for Retention refers to total Seats due for retention of the total Occupied Seats by our Clients for which lock-in tenure was due
for expiry during the year. Seats Retention Rate refers to the percentage of the Seats Retained upon total Seats due for Retention.
Design and technology
We offer office experiences with modern and aesthetically pleasing designs. We have a strong and creative in-
house team of specialists across regions, which forms a key pillar of our value proposition. Our design team
understands our Clients’ functional needs and preferences to offer customised solutions. We use several
technologies to develop designs and track processes of office fit-outs projects, including our proprietary
technology platform – BuildX, which contributes to time-bound turn-around of our project deliveries.
Below images showcase cultural design elements used in one of our Clients’ office:
259Similar to our in-house design capabilities, our integrated proprietary technology infrastructure also forms the
cornerstone of our managed Campus platform. Our technology solutions ensure operational tracking and
efficiency, and it has been one of the enablers towards our growth. Our Clients benefit from efficient
administration of their operations with work order management, service requests, parking solutions and meal
plans. Their employees experience a tech-enabled office experience with multiple touchpoints, including digital
cafeterias, facial recognition to access office spaces, support services and tools to book amenities like meeting
rooms.
According to the CBRE Report, a well-rounded flexible workspace operator tech stack may include the below
technologies, platforms, enablement’s and more:
• Tech enabled parking management system
• Automated visitor management & access control systems
• Digitized meeting and conference room booking system
• Online ticket raising platforms
• Food ordering enablement on member app
• Tech enabled smart access systems for common amenities like gym, creche, game room, etc.
• Enablement on member app for networking and engagement
• Technology to track space utilization
• Technology to track fit-out project progress
A comprehensive technology stack can not only help an operator differentiate itself, but also potentially attract
more customers and aid customer retention efforts (Source: CBRE Report). Our proprietary technology solutions
are equipped with these capabilities.
Our comprehensive technology solutions:
260Our economics
Our profitability is driven by the maturity of our Centres. We classify our Centres as ‘mature’ (more than 12
months from the date of commencement of operations) and ‘developing’ (less than or equal to 12 months from
the date of commencement of operations). Typically, we achieve breakeven vis-à-vis operational cost of a Centre,
during the period of transition from ‘developing’ to ‘mature’. Most of the initial operational expenditure incurred
for a Centre is recovered by this breakeven point. Any incremental utilisation beyond breakeven flows to our unit-
level profitability, as most of the cost is already recovered. Separately, our corporate costs, which primarily
comprise of employee expenses and corporate overheads (such as business development and legal costs), create
source of operating leverage as they get spread over a higher SBA across our Centres.
Below is a conceptual model of our Centre’s economics
Our evolution and growth
We started our operations in 2016 with early support from Promoters and their family members, followed by
investment in our Company by early stage investors in Fiscal 2018. We initially operated as a co-working space
provider, catering primarily to startups/ mid-sized organisations. In a short span of two years, we expanded to
become a national player by the end of Fiscal 2018 with 12 Centres across nine Tier 1 cities. During this time, we
recognised that we were not catering to larger Enterprises that occupy a larger workspace and could lend long-
term stability to our business model.
Accordingly, in Fiscal 2019, we saw the opportunity to create a platform for mid-to-large Enterprises, by creating
an offering which could enable them to transition from conventional to fully managed workspaces. As a result,
261we pivoted our business model to become an office experience and managed Campus platform to address the
unique requirements of such Enterprises. In Fiscal 2020, Singapore based Keppel Ltd, a global asset manager and
operator, made an investment of ₹ 1,772.19 million, through Space Solutions India Pte. Ltd (formerly Lisbrine Pte
Limited). This investment provided us with financial backing and valuable industry expertise. It also enabled us
to expand our business and reach out to large Enterprises and Landlords with the enhanced ‘Keppel’ brand
association.
This transition enabled us to mitigate risks particularly during the COVID-19 pandemic. While the pure play co-
working sector faced widespread challenges, we maintained business continuity with stable financial performance,
and emerged as a suitable infrastructure partner for large Enterprises. Post COVID-19, we witnessed a strong
demand for flex workspaces, which we capitalised on and established managed Campuses that suit the purposes
of such large Enterprises. We expanded our operations between Fiscal 2023 and Fiscal 2025 by adding a total
SBA of 2.83 million square feet under our management, with a CAGR of 20.80%. For details, see “– Key
performance highlights” below.
Key performance highlights
The following table sets forth our key performance indicators and other performance and operational metrics, as
at and for the Fiscals indicated:
As at and for Fiscal
Particulars Unit
2025 2024 2023
Financial Parameters
Revenue from Operations(1) ₹ 13,740.56 10,393.64 7,113.92
Revenue from Operation Growth(2) % 32.20% 46.10% NA*
Total Income(3) ₹ 14,096.69 11,131.10 7,440.70
Total Income Growth(4) % 26.64% 49.60% NA*
EBITDA(5) ₹ 8,572.64 6,596.70 4,239.98
EBITDA Margin(6) % 62.39% 63.47% 59.60%
Adjusted EBITDA(7) ₹ 1,722.30 1,060.37 363.60
Restated Loss for the year (8) ₹ (631.79) (499.57) (1,010.46)
Restated loss for the year as a percentage of Total % (4.48%) (4.49%) (13.58%)
Income (9)
Total Equity(10) ₹ 1,078.81 500.07 314.66
Capital Employed(11) ₹ 4,071.32 3,770.66 3,055.13
Total Assets(12) ₹ 46,508.54 41,470.84 44,735.03
Return on Capital Employed(13) % 42.30% 28.12% 11.90%
Operational parameters
Numb 15 13 12
Cities(14)
ers
Numb 50 41 39
Centres(15)
ers
Numb 46 39 39
Operational Centers (16)
ers
Millio 8.99 8.00 6.16
n
Super Built Up Area(17)
square
feet
Numb 203,118 182,228 137,564
Number of Capacity Seats in all Centres (18)
ers
Number of Capacity Seats in Operational Centres Numb 183,613 163,022 137,564
(19) ers
Number of Occupied Seats in Operational Centres Numb 152,619 130,047 105,568
(20) ers
Occupancy rate in Operational Centres (21) % 83.12% 79.77% 76.74%
Numb 738 603 521
Number Of Clients (22)
ers
Seats Retention Rate (23) % 86.83% 88.27% 96.24%
* Revenue from Operations Growth and Total Income Growth for Fiscal 2023 is not available as the comparative restated consolidated
financials information for Fiscal 2022 has not been disclosed in this Prospectus.
Notes:
1. Revenue from Operations means Revenue from Operations as per the Restated Consolidated Financial Information.
2622. Revenue from Operations Growth means (Revenue from Operations in current year - Revenue from Operations in previous year) / Revenue
from Operations in previous year.
3. Total Income means sum of revenue from operations and other income as per the Restated Consolidated Financial Information.
4. Total Income Growth means (Total Income in current year - Total Income in previous year) / Total Income in previous year.
5. Earnings before Interest, Tax, Depreciation & Amortisation (EBITDA) is calculated as restated profit / (loss) before tax plus finance costs,
depreciation & amortisation expenses less other income.
6. EBITDA Margin is calculated as EBITDA divided by Revenue from Operations.
7. Adjusted EBITDA is EBITDA adjusted for cash outflow for lease liabilities during the year.
8. Restated Loss for the year means the restated profit / (loss) for the year after tax as per the Restated Consolidated Financial Information.
9. Restated loss for the year as a percentage of Total Income is calculated as restated profit / (loss) for the year divided by Total Income.
10. Total Equity is calculated as the sum of equity share capital and other equity.
11. Capital Employed is calculated as the sum of Total Equity, total borrowings minus cash & bank (including bank deposits, security deposit
(cash collateral) and investments in mutual funds).
12. Total Assets means total assets owned by the company at the period end as per the Restated Consolidated Financial Information.
13. Return on Capital Employed (ROCE) is calculated as Adjusted EBITDA divided by Capital Employed.
14. Total number of cities in which we have geographic presence.
15. Centres refer to any facility (floor and building) with or without shared amenities or services for which lease agreement has been executed
with the Landlords. It includes the total number of operational centres, centres under fit outs and centres yet to be handed over by the
landlord.
16. Operational Centres refer to Centres of under operation and managed excluding Fit-outs Centres or/ and Centres which are yet to be
handed over to us by the respective Landlord(s)
17. The 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 Centres.
18. Number of Capacity Seats in all Centres means the maximum number of Seats available across all our Centres (Operational Centres +
Centres under fit outs + centres yet to be handed over by landlord).
19. Number of Capacity Seats in Operational Centres means the maximum number of Seats available across all our Operational Centres
20. Number of Occupied Seats in Operational Centres means Total number of Seats contracted in our Operational Centres. This also includes
the Seats occupied by our Company in respective Centres.
21. Occupancy rate in Operational Centres - The percentage of Number of Occupied Seats in Operational Centres divided by the Capacity
seats in Operational Centres.
22. Number of Clients are the Customers of our Company, which include Enterprises, other companies, other legal entities and individuals
which occupy Seats in our Operational Centres.
23. Seats Retention Rate is defined as the percentage of Seats Retained upon total Seats due for Retention. (i) Seats Retained refers to Occupied
Seats by Clients who chose to continue occupying Seats after expiry of Lock-in tenure during the year.(ii) Total Seats due for Retention
refers to the total Occupied Seats by Clients for which Lock In tenure was due for expiry during the year. The Seats Retention Rate of our
Company decreased to 88.27% in Fiscal 2024 from 96.24% in Fiscal 2023, on account of increase in the number of Seats due for retention
to 32,102 seats for Fiscal 2024 from 29,094 for Fiscal 2023. This was primarily due to (i) a few Centres which were surrendered by us and
the Client from such surrendered Centres did not move to an alternate Centre in Fiscal 2024; and (ii) a few Clients who relocated to a
different Centre in Fiscal 2024, executed binding agreement with our Company post March 31, 2024. Seats from these Clients have not
been classified under ‘Retained Seats’ for Fiscal 2024. Additionally, the Seats Retention Rate of our Company decreased from 88.27% in
Fiscal 2024 to 86.83% in Fiscal 2025, on account of higher number of Clients who terminated their agreement prior to the expiry of the
lock-in period.
For details, see “Basis for the Offer Price” on page 165.
The following table sets forth our other performance and operational metrics, as at and for the Fiscals indicated:
Fiscal year Fiscal year Fiscal year
Particulars ended March ended March ended March
31, 2025 31, 2024 31, 2023
Total borrowings(1) 3,977.70 4,273.50 5,153.89
Net debt(2) 2,992.51 3,270.59 2,740.47
Number of Tier 1 cities(3) 9 9 9
Number of Capacity Seats for Mature Centres(4) 161,744 144,959 86,063
Number of Occupied Seats for Mature Centres(5) 143,415 125,776 75,027
Occupancy rate for Mature Centres (6) (%) 88.67% 86.77% 87.18%
Notes:
(1) Total borrowings is calculated as the sum of non-current borrowings and current borrowings of the Company on a consolidated basis as
per the Restated Consolidated Financial Information.
(2) Net debt is calculated as total borrowings minus cash and bank (including bank deposits, security deposit (cash collateral) and investments
in mutual funds)
(3) Tier 1 cities refer to major metropolitan cities with large populations, advanced infrastructure, and significant economic activity, namely,
Delhi, Mumbai, Bengaluru, Hyderabad, Chennai, Pune, Kolkata, Gurugram and Noida, where our Company has business presence
(4)Refers to the total Capacity Seats in all Mature Centres.
(5) Refers to the total Occupied Seats in all Mature Centres.
(6) Refers to the percentage of total Occupied Seats in all Mature Centres out of the Capacity Seats for all Mature Centres.
263Industry recognition
In 2022, 2023, and 2024, we were featured in the prestigious “Financial Times (FT) ranking: High-Growth
Companies Asia-Pacific” by Financial Times. We were also listed in the “ASK Private Wealth Hurun India Future
Unicorn Index” in 2022 and 2023 by Hurun India. We were featured in “The Economic Times India's Growth
Champions” by Economic Times in 2022 and 2023. In 2024, we won several awards, such as (i) “Managed Offices
Brand of the Year” at the Realty+ National Flex Spaces Conclave and Excellence Awards; (ii) “Best Managed
Office Brand” and “Best Tech Stack (Technology Integration)” at the iNFHRA FlexiCon India Awards; and (iii)
'The Economic Times Real Estate Award' for 'Managed Space Brand of the Year' (National) by Economic Times.
These accolades underscore our commitment to innovation and quality, showcasing our recognition in the
industry.
OUR STRENGTHS
1. Our market leadership backed by scale and steady growth
As of March 31, 2024, we were the largest managed campus operator, amongst the benchmarked operators
in terms of total stock, with a lease signed portfolio of 8.0 million square feet. (Source: CBRE Report). We
have a total of four lease signed centers in India above 0.5 million square feet in size, with the largest center
of approximately 0.7 million square feet. located in Vaishnavi Tech Park in Sarjapur, ORR in Bengaluru
(Source: CBRE Report).
Our managed Campus platform consists of a total SBA of 8.99 million square feet across 50 Centres in 15
cities such as Bengaluru (Karnataka), Pune (Maharashtra), Hyderabad (Telangana), Gurugram (Haryana),
Mumbai (Maharashtra), Noida (Uttar Pradesh) and Chennai (Tamil Nadu), with 203,118 Capacity Seats, as
of March 31, 2025, break-up of which is provided in the table below:
As on March 31, 2025 As on June 30, 2025
SBA (in Number SBA (in
Particulars Capacity Number Capacity
million of million
Seats of Centres Seats
square feet) Centres square feet)
Operational Centres^ 8.09 46 183,613 8.31 48* 190,421
Fit-outs Centres 0.72 3 15,494 0.70 2 15,042
Centre(s) yet to be handed 0.18 1 4,011 1.07 4# 26,085
over(1)
Total 8.99 50 203,118 10.08 54 231,548
(1) Refers to Centres which are yet to be handed over to us by the respective Landlords as on March 31, 2025 and as on June 30, 2025,
respectively, which are presently not operational. The Capacity Seats of such Centres may undergo change when the Centres becomes
Operational on account of actual designs and interiors of the Centre.
*Includes (i) an Operational Centre as on June 30, 2025, which was a Fit-Outs Centre as of March 31, 2025, and (ii) a new Operational
Centre in respect of which the lease became effective post March 31, 2025.
^ Includes SBA of 0.06 million square feet in two centres in Mumbai (Maharashtra) wherein our Company only manages the operations
264of the Centres leased by the Clients from the Landlord.
# Includes (i) a Centre which was yet to be handed over as of March 31, 2025 and (ii) three new Centres taken on lease by our Company,
which is yet to be handed over by the respective Landlords as on June 30, 2025.
Our Pan-India presence in key clusters, value-centric pricing and our ability in leasing entire/ large properties,
make us a suitable partner for the Clients in the mid-to-large Enterprises. This is demonstrated by the high (i)
CAGR of 20.80% in total SBA managed by us between March 31, 2023 to March 31, 2025; and (ii) CAGR
of 38.98% of Revenue from operations, between Fiscal 2023 to Fiscal 2025. For details of our SBA managed
by us and Revenue from operations in the last three Fiscals, see “ – Key performance highlights” on page
262.
We draw strength from our scale of operations and steady growth, leading to industry leadership. Over the
last eight years, we have established a Pan-India ‘Smartworks’ brand with proven expertise in managing
workspaces. We believe that the brand we have created coupled with our industry leadership, and our
advantage of being one of the first few operators to start offering managed office solutions, lend us a vantage
position to further capture higher market share and drive efficiency gains through economies of scale.
2. Our ability to lease and transform entire/ large properties across India’s key clusters into amenities rich
‘Smartworks’ branded Campuses
Our ability lies in partnering with Landlords, especially passive and non-institutional, to lease entire/ large
properties in key clusters in India. As of March 31, 2025, we are present across 14 Indian cities and in
Singapore.
The 28 key clusters identified across Tier 1 cities account for around 80% of total flexible workspace stock
in these cities (Source: CBRE Report).
As of March 31, 2025, we are present in 19 out of these 28 key clusters. About 94.37% of the SBA under our
management as of March 31, 2025, are in these key clusters in India’s Tier 1 cities. We focus on leasing
entire/ large, bare shell properties in prime locations from Landlords and transform them into fully serviced,
aesthetically pleasing and tech-enabled Campuses with daily-life and aspirational amenities. The below table
sets forth details of SBA managed by us as of the last three Fiscals:
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Total SBA managed by the Company (in million 8.99 8.00 6.16
square feet)
Total SBA managed by the Company in the key 8.48 7.20 5.53
clusters (in million square feet)
Percentage of SBA managed by the Company in 94.37% 90.01% 89.71%
the key clusters
We have a total of four lease signed centers in India above 0.5 million square feet in size, with the largest
center of approximately 0.7 million square feet located in Vaishnavi Tech Park in Sarjapur, ORR in
Bengaluru. (Source: CBRE Report). We have constantly outranked ourselves in leasing large Campuses in
India. Vaishnavi Tech Park in Bengaluru surpassed our other Campuses, namely, M-Agile in Pune, with a
total SBA of 0.69 million square feet and AP-81 in Pune, with a total SBA of 0.55 million square feet. We
specialise in Campuses, as they offer economies of scale, higher area efficiencies, lower operational costs and
better commercial terms with Landlords. As we focus on leasing entire/ large properties, it allows us to
incorporate daily-life aspirational amenities, such as cafeterias, sport zones, Smart Convenience Stores,
gymnasiums, crèches and medical Centres. These amenities not only enhance the functionality of our
Campuses and provide our Clients’ employees with easy access to basic requirements, but they are also likely
to enhance well-being, fostering a vibrant and engaging work atmosphere. The scale of our operations in each
Campus gives us the ability to spread these amenities across common and open building areas as value-added
services without compromising on our Capacity Seats.
We have the ability to do active asset management, which typically involves us to oversee the common area
maintenance and building operations. This allows us to meet Clients’ needs and maintain quality standards
consistently across our Centres. We have outsourced facility management and common area maintenance of
our Centres to TalbotForce, a facility management company. Their integrated facility management system
works seamlessly with our operations, ensuring efficient service delivery.
265Some of our large managed Campuses are shown below:
3. Our focus on acquiring Enterprise Clients with higher Seat requirements as well as emerging mid-to-large
Enterprises, and grow with them
We cater to the needs of all team sizes, from under 50 to over 6,300 Seats, with a specific focus on mid and
large Enterprises that typically have a requirement of over 300 Seats. We believe that our ability to serve their
customised infrastructure and operational requirements make us a suitable partner for them. Our largest Client
deal size was over 6,300 Seats in Fiscal 2025, over 4,800 Seats in Fiscal 2024, and over 3,500 Seats in Fiscal
2023, demonstrating our value proposition and focus on serving large Enterprises. The below table illustrates
the percentage of Rental Revenue based on Seat cohorts for the Fiscals indicated:
(in ₹ million, unless stated otherwise)
As a As a As a
Rental Rental
percentage of Rental percentage of percentage of
Revenue Revenue
Seats cohorts total Rental Revenue for total Rental total Rental
for Fiscal for Fiscal
Revenue for Fiscal 2024 Revenue for Revenue for
2025 2023
Fiscal 2025 Fiscal 2024 Fiscal 2023
0-100 1,542.06 12.03% 1,260.92 12.77% 993.09 14.94 %
101-300 3,145.96 24.54% 2,689.31 27.25% 1,941.17 29.21 %
More than 300 8,133.63 63.44% 5,920.03 59.98% 3,711.56 55.85 %
Total 12,821.65 100.00% 9,870.26 100.00% 6,645.82 100.00%
These mid-to-large Enterprises typically form long-term contractual arrangements, committing to workspaces
for extended tenures and lock-in periods. This long-term commitment enhances our business stability and
revenue predictability. The below table illustrates weighted average total tenure and weighted average lock-
in tenure based on Seat cohorts as of the dates indicated:
Particulars As of March 31, 2025 As of March 31, 2024 As of March 31, 2023
Weighted average total tenure (in 46 46 46
months)
0-100 Seats 45 35 34
101-300 Seats 39 40 43
300+ 50 49 49
Weighted average lock-in tenure (in 32 30 30
266Particulars As of March 31, 2025 As of March 31, 2024 As of March 31, 2023
months)
0-100 Seats 23 24 22
101-300 Seats 31 27 27
300+ 34 33 32
Note: Weighted average total tenure refers to average contract period for which we enter into agreements with our Clients, weighted by
the monthly rental. Weighted average lock-in tenure refers to average lock-in period in agreements with our Clients, weighted by the
monthly rental.
Large Enterprises also generally have multi-city/Centre presence, including both in Tier 1 and Tier 2 cities.
Our existing partnerships with such Clients help us anticipate their growing workspace requirements and
align our growth plans with theirs. In Fiscal 2025, 31.90% of our Rental Revenue, respectively came from
Clients with presence in multiple cities. The below chart illustrates the Rental Revenue from Clients with
multi-city presence for the Fiscals indicated:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Rental Revenue from multi-city Clients (in ₹ million) (A) 4,090.42 3,025.40 2,203.05
Rental Revenue (in ₹ million) (B) 12,821.65 9,870.26 6,645.82
Percentage of Rental Revenue from multi-city Clients, of 31.90% 30.65% 33.15%
our Rental Revenue (A/B x 100)
Meeting the above requirements while maintaining quality standards is our top priority. This commitment
has been evidenced by our 86.83% Seats Retention Rate for the Fiscal 2025. For details, see “ – Overview”
on page 249. High Seat retention rate also reduces our dependence on property consultants and brokers to
increase occupancy of our workspaces.
The table set forth below shows our Seats Retention Rate for the Fiscals indicated:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Number of Seats Retained (A) 41,050 28,336 27,999
Total number of Seats due for retention (B) 47,278 32,102 29,094
Seats Retention Rate (A/B x 100) 86.83% 88.27% 96.24%
Note: Seats Retained refers to Occupied Seats by our Clients who chose to continue occupying Seats after expiry of lock-in tenure during
the year. Seats due for Retention refers to total Seats due for retention of the total Occupied Seats by our Clients for which lock-in tenure
was due for expiry during the year. Seats Retention Rate refers to the percentage of the Seats Retained upon total Seats due for Retention.
By serving Clients across various growth sectors like information technology, engineering, insurance, energy,
Ed-tech, e-commerce, fintech and consulting, we reduce concentration risk.
The following table sets forth the breakdown of our Clients by their sectors based on Rental Revenue, for the
Fiscals indicated:
Rental Revenue
Percentage of Rental Revenue
(₹ in million)
Sector
Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal
2025 2024 2023 2025 2024 2023
Information technology, technology 5,420.63 4,294.12 2,661.37 42.28% 43.51% 40.05%
and software development
Engineering and manufacturing 1,234.86 1,094.66 815.49 9.63% 11.09% 12.27%
Banking finance services and 1,143.39 893.12 675.12 8.92% 9.05% 10.16%
insurance
Business consulting and professional 1,788.53 872.49 491.70 13.95% 8.84% 7.40%
services
Others 3,234.24 2,715.86 2,002.13 25.22% 27.52% 30.12%
Total 12,821.65 9,870.26 6,645.82 100.00% 100.00% 100.00%
Given that we have experience in providing workspace solutions to Clients from different industries/ sectors,
we position ourselves as a suitable partner for versatile workspace offerings. Consequent to their growth, the
demand for workspace increases. For example, our Client namely, Concentrix Daksh Services India Private
Limited, increased the Seats occupied by them in our Centres between Fiscal 2022 to Fiscal 2025. For details
see, “ - Our operating model | Office experience and managed Campus platform – Clients – Case study”
2674. Our execution capabilities backed by cost efficiencies, effective processes and technology infrastructure
Our commercial model and standardised operations resonate with the price-conscious ethos of the Indian
market. We standardise designs, use modular and reusable fit-outs, achieve economies of scale and leverage
proprietary technology in our facility build out and operations. We offer superior office experiences with
aesthetically pleasing designs, by understanding our Clients’ functional requirements and preferences to offer
customised solutions. It also ensures that our Clients get superior workspaces that adapt to their evolving
needs.
Since in flexible workspace solutions the upfront capital required to build the facility is usually invested by
the operator, flexible workspace solutions can support the end user in circumventing the need for upfront
capital investment in their office fit outs (Source: CBRE Report). This may provide an option for end user
organizations to allocate the same capital towards their core business activities or another purpose of choice
(Source: CBRE Report).
As we invest in the initial workspace build out cost and provide cost-effective and sustainably priced flexible
workspace solutions, it allows our Clients to achieve financial and capital efficiencies by allocating capital to
their core business.
As per the CBRE Report, the cost of fit out is ₹ 2,400 per square feet on leasable area based on cost
benchmarks for fit-out for a typical flexible workspace center. Average operating expenditure including CAM
charges typically ranged between ₹ 40-60 per square foot/month for a typical managed campus facility across
a prominent cluster of a Tier I city (Source: CBRE Report).54
As of March 31, 2025, our Company’s budgeted capital expenditure per square feet stood at approximately ₹
1,350 per square feet, which is lower than the cost of fit-outs of a typical flexible workspace center. As of
March 31, 2025, our monthly Centre operation cost ranged between ₹ 34.00 to ₹ 36.00 per square feet, which
is lower than the typical managed campus facility across a prominent cluster of a Tier I city.
The large scale of our operations helps us leverage higher area efficiencies and economies of scale. We focus
on taking entire/ large properties on lease for extended periods (average ranging from 10 to 15 years) with
the typical lock-in period ranging up to five years for us. This gives us the financial freedom to invest in
reusable, durable and easy-to-maintain fit-outs of desired quality and optimise our installation costs too. We
have a cost-efficient sourcing strategy and a wide network of vendors, which help us serve varied
requirements across the country. As a result, we expedite fit-outs and deliver ready-to-move-in workspaces
to Clients in 45-60 days on an average from the date of contractual arrangement.
The following images are of transformation of bare shell properties into fully managed and aesthetically
pleasing workspaces:
54 Sample unit economics model prepared is solely for representation purposes for a single centre and might not reflect portfolio level
averages for the industry. For all assumptions see “Industry Overview -Understanding Unit Economics for a Typical Managed Campus” on
page 236.
268Our integrated proprietary technology is another important pillar on which our execution capabilities rest. We
have built a suite of integrated technology solutions to enhance our Clients’ experience, ensure active property
management capability, operational efficiency and service delivery.
Our in-house technology solutions include BuildX, a productivity tool which supports design and project
management, reducing delivery times and tracking site health and vendor performance. Similarly, our CRM
tool helps in making sales cycle more efficient. Our virtual building management system automates electricity
management, monitors IoT devices such as lighting and temperature sensors, integrates with ticketing, and
manages building air conditioning for energy savings. Further, we have developed the SW App and a Client
portal for seamless tenant and employee experience.
Given the propriety nature of our technology solutions, we collect relevant data from multiple touchpoints,
analyse it and action it, to further improve our operations, manage scale and mitigate business risk.
Above all, our technology solutions are enabling new ancillary business lines. For details, see “– Our
Strategies” on page 272.
Below are some of our proprietary technology solutions:
[The remainder of this page has intentionally been left blank]
2695. Our financial acumen and strategic execution abilities make us capital efficient, resulting in saving our
equity on capital expenditure and working capital
Our payback period, which is the time period for recovery of capital invested at a Centre level, is shorter than
the industry payback period. Further, payback period for the operator is expected to be 51-52 months from
the fit-out commencement cycle and nearly 45-46 months from the date of operations (Source: CBRE
Report).55 As of March 31, 2025, the average payback period for our Mature Centres is 30-32 months from
the date of deployment of capital for fit-outs.
We have an efficient financial model that helps us save our equity on capital expenditure and working capital.
We use customer deposits to fund some of our capital expenditure for fit-outs. Further, our long-term contracts
and continued relationships with large Enterprise Clients enable us to secure lease rental discounting at
competitive rates from major financial institutions, using locked-in rental payments as a collateral.
55 Sample unit economics model prepared is solely for representation purposes for a single centre and might not reflect portfolio level
averages for the industry. For all assumptions see “Industry Overview -Understanding Unit Economics for a Typical Managed Campus” on
page 236.
270We optimise capital use through a strategic build approach. Initially, we invest in common spaces and
amenities, creating a ready infrastructure. Then, we customise office fit-outs on-demand, as new Clients sign
up. This reduces delivery time while ensuring capital efficiency and reduced upfront capital requirements.
Our receivable days have been consistently less than 10 days for Fiscals 2025, 2024 and 2023, underscoring
the benefits of our advance rental model and our ability to collect Client receivables on time. The below table
sets forth the receivable days during the Fiscals indicated:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Receivable days 5.26 4.99 6.14
Note: Receivable days refers to average trade receivables divided by revenue from operations multiplied by 365.
6. Our risk mitigating strategy allows us to build a financially stable business model
Our business model based on risk mitigating strategy ensures that we grow and thrive in a competitive market
while providing a stable and predictable environment to our Clients.
Asset liability mismatch risk: Our focus on mid-to-large Enterprises sets us apart and drives longer lock-in
periods and Client retention. Our pricing strategy strives to achieve Rental Revenue from Clients, which is at
least double the lease rentals we owe to our Landlords. As of March 31, 2025, in terms of the existing
contractual arrangements with our Clients and the balance lease period with them, the contracted lease rental
income covers our rental obligations for Fiscal 2026 and Fiscal 2027, in terms of the lease agreements
executed with our Landlords. As on the date of this Prospectus, in terms of the existing contractual
arrangements and the balance tenure of lock-in period of lease with our Clients, the contracted lease rental
income from such balance lock-in period is ₹ 20,604.15 million.
Client concentration: We follow a diversification strategy by typically not leasing more than 30.00% space
in a Centre (over 0.15 million square feet) to a single Client. For example, one of our largest Clients occupies
only 13.18% of the total Capacity Seats in our Vaishnavi Tech Park, Bengaluru, Centre. This ensures that no
single Client dominates our revenue stream and it reduces potential impact on our revenues due to Clients
move-outs.
Similarly, we do not have Client concentration risk, as is evident form table below:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Rental Revenue (₹ in million) (A) 12,821.65 9,870.26 6,645.82
Rental Revenue from the top Client (₹ in million) (B) 565.38 267.82 165.02
Rental Revenue from the top 20 Clients (₹ in million) 2,672.20 1,962.82
3,559.34
(C)
Percentage of Rental Revenue from the top Client 2.71% 2.48%
4.41%
(B)/(A) x 100
Percentage of Rental Revenue from the top 20 Client 27.07% 29.53%
27.76%
(C)/(A) x 100
Note: The top Client and the top 20 Clients for Fiscal 2025, 2024 and 2023 may refer to different Clients for each of the respective
Fiscals.
Our diverse Client portfolio, spanning multiple industries and regions, insulates our business against potential
headwinds in any specific sector or region.
Cyclical risks: We typically enter into long term agreements with the Landlords as well as with the Clients.
Our business is cushioned against the cyclical risks of occupancy and rental fluctuations, which are inherent
to the commercial real estate industry. During the COVID-19 pandemic in Fiscal 2021 and Fiscal 2022, our
business model protected us from downward market risks. During this period, we did not have any material
Client agreement terminations. Similarly, during this period, we also did not witness any material default in
lease rental payments by our Clients.
7. Our committed team led by strong leadership and management teams
Our growth in the managed workspace industry is a testament to the strength of our leadership team.
Comprised of experienced professionals and young entrepreneurs, our leadership team comes with experience
across real estate, operations, finance and consulting. Our leadership team is led by Neetish Sarda, He holds
271a bachelor’s degree in science from University of London. Since his early days, he has grown up learning
about large scale operations of his family businesses in manufacturing and information technology. He is
complemented by Harsh Binani, our co-founder and one of our Promoters, who holds a bachelor’s degree in
economics (honours) from Shri Ram College of Commerce, University of Delhi and a master’s in business
administration from J.L. Kellogg School of Management, Northwestern University, USA with specialisation
in finance. Harsh was associated with McKinsey & Co, Chicago in the past, where he served large, global
corporations across sectors on strategy, finance and organisation topics.
Neetish and Harsh are supported by a strong management team comprising Key Managerial Personnels and
Senior Management. Our management team’s experience ranges across real estate, product design,
information technology, projects, sales, strategy, investor relations, finance and human resources. The
strength of our business is also reflected from the stable management team. There has been no attrition of
Key Managerial Personnel and Senior Management over the last three years. As a result, we have been able
to implement long-term business strategies and take decisions cohesively and effectively.
Our Board has an optimum mix of executive, non-executive and independent directors from diverse
backgrounds such as real estate, banking, administrative services and law. We are guided by our Board and
their diverse experience and expertise play an important role in our growth journey.
We are further supported by investors like Keppel Ltd. (through Space Solutions India Pte. Ltd (formerly
Lisbrine Pte Limited)), who regularly engage and advise us on a range of topics that are crucial for our growth.
OUR STRATEGIES
Pursuant to a resolution dated August 11, 2024, our Board of Directors have approved the strategies set out below:
1. We intend to capitalise our market leadership, learnings, and expertise to further scale our core business
As of March 31, 2024, we were the largest managed campus operator, amongst the benchmarked operators
in terms of total stock, with a lease signed portfolio of 8.0 million square feet. (Source: CBRE Report). India’s
commercial office56 stock stands at an estimated 883 million square feet as at March 31, 2025 (Source: CBRE
Report).
Our scale of operations and steady growth have led to industry leadership.
As per CBRE Research, 2024 India Office Occupier Survey, June 2024, almost 70% of the occupiers
indicated their intention to increase the size of their office portfolio over the next two years57 (Source: CBRE
Report). Owing to the availability of new and experienced talent, a supportive regulatory framework coupled
56 All commercial office references in the report pertain to organized stock unless otherwise stated.
57 The survey was conducted during March-April, 2024; Total number of respondents – 70-78
272with the availability of quality grade and cost-effective real estate, India is moving towards becoming one of
the preferred locations for offices of GCCs & multinational corporations (Source: CBRE Report). These
companies may also consider evaluating flexible workspaces to expand their operations in India which may
also help in enabling them to outsource some elements of their value chain including but not limited to office
experience and running cost effective operations. This may also support the existing demand for flexible
workspace solutions (Source: CBRE Report). Occupiers are increasingly drawn to modern integrated parks
packed with amenities including F&B outlets, outdoor open spaces, fitness & wellness centres, and
community events, among others (Source: CBRE Report). Adoption of “core+flex” strategies by multiple
startups and corporate enterprises resulted in an increase in demand for flexible workspaces (Source: CBRE
Report). ‘Core + Flex’ is a strategy that offers occupiers a way to integrate traditional leased space and flexible
office agreements in their overall real estate portfolios (Source: CBRE Report).
This fuels our strategy to continue to lease entire/ large properties across India and grow our portfolio. We
will endeavour to offer enhanced and superior workspace experiences through various value-added services
and amenities in our Centres that help in well-being of our Clients’ employees. There is a demand for facilities
like wellness centres and recreational areas, which are becoming essential for modern workspaces. Our
business model ensures that we are placed to fulfil the evolving market needs.
We are also witnessing increased demand for multi-city/ Centre workspaces from our existing Clients. For
the Fiscal 2025, 31.90% of our Rental Revenue is from multi-city Clients. For details, see “ – Demand
strategy” on page 258. Accordingly, our focus remains on acquiring properties across cities, especially in key
clusters and upcoming clusters. We will also continue to focus on increasing long-term relationships with
existing Clients, who often have multi-city / Centre managed workspace requirements. This drives our organic
growth, ensures steady revenues and gives us the opportunity to deliver consistent service experience. We
aim to strengthen our position as a suitable Pan-India infrastructure and service partner to Enterprises seeking
managed workspaces and flexible solutions to support their growth requirements.
2. Enhance capital efficiency through variable rental business model and managed contracts
We have leased, and we manage a total SBA of 8.99 million square feet as of March 31, 2025. We have
primarily employed a straight lease model. Our scale has allowed us to establish our brand and industry
leadership.
As we move forward, we aim to strategically expand into the variable rental and management contract models
as well. In the variable rental model, capital expenditure costs are borne by us, however rental obligations
only start once we have leased the respective portion of the space to our Clients. Client security deposits and
Landlord contributions on building improvements offset capital expenditure cost, making it a capital efficient
strategy. The variable rental model will further de-risk our business and eliminate occupancy-related risks
while yielding better unit economics. Similarly, in the management contract model, capital expenditure is
split in a pre-determined ratio with Landlords. We plan to use both these models to enter new and emerging
markets. As on June 30, 2025, we have signed term sheets with Landlords in Gurugram for a Centre with a
total SBA of 450,000 square feet under the variable rental business model, of which SBA of 33,504 square
feet has been operationalised pursuant to agreements entered into by our Company with the Landlord and
each of the respective Client(s).
3. Scale up our new revenue streams, which are margin-accretive
We have developed significant capabilities of providing bundled solutions using our sourcing, technology
and design capabilities. As of March 31, 2025, we have access to 738 Clients and their employees
(aggregating to more than 100,000), Landlords and service partners, which gives us the large scale to monetise
our capabilities. We intend to deploy cross-selling as we scale existing ancillary lines and build new ones.
Value added services: We started offering VAS from Fiscal 2023 through revenue-sharing partnerships with
service partners such as Chaipoint (Mountain Trail Foods Private Limited), Park+ (Parviom Technologies
Private Limited), ClearTax (Defmacro Software Private Limited), Nutritap Technologies Private Limited and
CloudKitch Private Limited. Typically, the revenue from such value added services offered by the operators
has been observed to usually range between 0% - 10 % of the overall revenue generated by the centre (Source:
CBRE Report). Hence, this represents a vast untapped market opportunity, which can be capitalised by scaling
our service partnership relations and diversifying our VAS offerings by providing daily-life and aspirational
amenities to our Clients’ employees, leading to increase of revenue through VAS.
273Fit-out-as-a-service: We started offering FaaS from 2024 to enterprises that have own/ self-leased and
managed offices. There is an increasing demand from such Enterprises for tech-enabled design and build
services for their offices. We use our expertise of designing modern and aesthetically pleasing workspaces
using our in-house strong design team, extensive design library and wide network of vendors. We offer
reliable and compliant design and build solutions at value pricing by leveraging economies of scale. In April
2024, we entered into an arrangement with a Client namely, First Source Limited, for fit-out of an office
space with SBA of 99,429 square feet. We intend to expand this business line in the coming years, opening a
new revenue stream and expanding our overall business growth.
4. Continue to build proprietary technology to improve operational efficiency and create opportunities for
monetisation
Through our various technology solutions, we have built an integrated platform that connects Clients, Client’s
employees and service partners. This allows us to continually explore new opportunities to add value for all
components of our ecosystem.
We are transforming the managed workspace industry by empowering organisations to manage, operate and
experience spaces using technology. We aim to continue to deploy more innovative in-house technology
solutions to solve identified problems in the fields of asset management, workforce management,
environmental, social and governance offerings, comprehensive project management tools and a supply
marketplace.
Our goal is to leverage data and make our applications AI-enabled, integrating more IoT solutions into them.
We aim to enhance office experience for our enterprise Clients’ employees through direct consumer offerings,
including membership products and e-wallets.
We intend to also roll out our suite of SaaS products to build our property technology vertical by deploying
them in non-Smartworks office buildings/ properties. We believe this will address the challenge of managing
multiple disjointed systems for Landlords. We are also working on certain other technology products which
are expected to not only reduce costs, but also create revenue opportunities.
5. To become a sustainable company
We aim to significantly enhance our commitment to sustainability and social responsibility. Since June 2023,
we have initiated a comprehensive environmental, social and governance program with an intent to achieve
goals in the short and long term. Some of the initiatives already being undertaken by us include:
(a) Energy: We have invested in a proposed captive solar project having a solar capacity of 9.9 MWp. Our
in-house lighting control system and IoT enabled meeting rooms optimise energy use. Our power
expenses are likely to decrease with the introduction of solar energy, which will improve our margins
and operational efficiencies across our Centres.
(b) Water conservation: We have installed aerators in 20 Centres which helps in reducing tap water usage.
(c) Waste reduction: We have reduced single-use plastics and also reduced paper waste by replacing
tissues with hand dryers in washrooms.
(d) Tracking and reporting: We have implemented monthly consumption tracking for energy, water, and
waste.
These initiatives not only drive our sustainability goals, but also enable our Clients to meet their ‘green’
targets. As we move forward, we will continue to focus on offering products and services that align with our
environmental, social and governance program. We aim to enhance our focus on clean energy, prioritise
environmental performance in our Centres and integrate sustainability and technology solutions. We are also
focusing on developing social programs and enhancing risk management, ensuring our positive impact
extends to the communities we serve.
Description of our business and operations
274We primarily follow a straight lease business model, whereby we lease bare shell properties on long-term basis.
We then invest in transforming these properties into fully managed, tech-enabled, modern and aesthetically
pleasing Centres. We typically assume responsibility for both the initial fit-out costs and ongoing building
maintenance along with contracted lease rentals, under this business model. These workspaces are subsequently
leased to Enterprises that want to establish their offices in such fully managed, tech-enabled, modern and
aesthetically pleasing Centres.
Our office experience and managed Campus platform caters to four key stakeholders: (i) Clients, (ii) Landlords,
(iii) Clients’ employees, and (iv) service partners. Our offerings primarily include managed workplace solutions
under the straight lease model. We have also recently commenced variable rental business model by signing term
sheets with Landlords in Gurugram for a Centre with a total SBA of 450,000 square feet under the variable rental
business model, of which SBA of 33,504 square feet has been operationalised pursuant to agreements entered into
by our Company with the Landlord and each of the respective Client(s). See “ – Strategy – Enhance capital
efficiency through variable rental business model and managed contracts” on page 273. We also offer VAS to
enhance the workplace environment and experience. Additionally, our FaaS caters to Clients looking for only
design and build services instead of a fully managed workplace solution.
Our managed workspace solutions
As of March 31, 2024, we were the largest managed campus operator, amongst the benchmarked operators in
terms of total stock, with a lease signed portfolio of 8.0 million square feet (Source: CBRE Report). We primarily
lease entire / large bare shell properties from passive and non-institutional Landlords. In Fiscals 2025, 2024 and
2023, 78.83%, 77.46% and 70.82%, respectively, of our total area is attributable to leases of entire / large
properties (SBA of more than 150,000 square feet). As of March 31, 2025, we leased a total SBA of 8.99 million
square feet across 50 Centres in 15 cities with 203,118 Capacity Seats. This includes three Fit-outs Centres and
one Centre which was yet to be handed over to our Company by the respective Landlord as on Fiscal ending
March 31, 2025.
The table below set forth certain key Centres of our Company as of March 31, 2025:
Number of
Total SBA* (in
Name of the Centre City Cluster Capacity
square feet)
Seats
Vaishnavi Tech Park Bengaluru Outer Ring Road (ORR) 699,878 18,811
M-Agile Pune Secondary Business District (SBD) - West 689,259 14,760
43 EQ Pune Secondary Business District (SBD) – 613,451 15,200
West
AP 81 Pune Central Business District (CBD) 552,862 12,371
DLF Commercial Gurugram Golf Course Road 478,327 10,148
Building
Aurobindo Galaxy Hyderabad IT Corridor 462,718 11,115
Raheja IT Park Hyderabad IT Corridor 443,947 10,508
Cyber Park Noida Peripheral Noida 326,162 7,368
* Includes only the area of the Centre leased by our Company.
Further, post the date of the Draft Red Herring Prospectus, our Company has entered into a lease agreement for a
new Centre, located at DLF Cyber City in Gachibowli, Hyderabad (Telangana) which is currently an Operational
Centre. For details of our Centres as on date of this Prospectus, see “Our Business- Our scale” on page 251.
Our office experience and managed Campus platform delivers customised managed workspace solutions designed
to meet the specific needs of Enterprises seeking fully serviced, aesthetically pleasing and tech-enabled office
environments along with daily-life and aspirational amenities to their employees. Our comprehensive service
portfolio encompasses design, construction and ongoing management, enabling us to create optimised workspaces
tailored to our Clients’ requirements. In close collaboration with our Clients, we integrate their requirements
within our design expertise to develop turnkey office solutions. This synergy results in ready-to-occupy spaces
that seamlessly blend functionality with distinct corporate identity. This model allows businesses to scale their
workspace solutions in alignment with their evolving needs. Our Client agreements provide flexibility with
provisions for renewal upon term completion.
We offer several allied business services depending on the nature of the Centres, such as housekeeping and
275maintenance services, high speed internet, telephone connectivity, access to meeting rooms, tech-enabled
collaborative spaces, shuttle services, parking and visitor management systems.
Our partnership with our service partners, allows us to provide the employees of our Clients with a variety of
daily-life and aspirational amenities including cafeterias, sport zones, Smart Convenience Stores, gymnasiums,
crèches and medical centres. We have also collaborated with an electric vehicle charging infrastructure developer
to install charging hubs for electric vehicles at certain of our Centres in Gurugram (Haryana), Noida (Uttar
Pradesh) and Bengaluru (Karnataka).
Centre identification and sourcing
Our Centre sourcing process is governed by a comprehensive standard operating procedure (“SOP”) designed to
streamline and optimise the leasing of commercial properties. Our in-house team includes regional directors, area
directors, management level decision-makers, legal and compliance teams, and other stakeholders involved in real
estate leasing operations. The SOP ensures efficient decision-making, risk mitigation, and regulatory compliance.
Key steps in the process for a Centre identification and sourcing are as follows:
• Key cluster selection: the process begins with identifying potential geographical markets for capital
deployment. This involves analysing demographic data, real estate market trends, internal business
performance metrics, and specific expansion criteria based on the company’s existing portfolio and
estimated growth. The in-house team evaluates various factors for each potential cluster such as population
growth, income levels, workforce demographics, property prices, rental rates, and demand-supply
dynamics to identify specific areas with high growth potential. Internal performance metrics, such as
occupancy rates and estimated revenue growth, are also considered to determine whether the area is aligned
with the overall business strategy of our Company. Once potential areas are identified, we solicit proposals
from property consultants, local brokers and Landlords. Each proposal is then evaluated based on high-
level data and site visit reports generated by the in-house team. The team also performs internal and external
analyses, assessing factors such as historical occupancy rates, property price trends, deal sizes, past
performance of property consultants and brokers, local market conditions, competitor presence, economic
indicators, infrastructure quality, and regulatory environment. We have a specific property size requirement
for each specific city.
• Expanding presence in key cluster: Our typical cluster expansion strategy involves leasing small
independent buildings based on fundamental research and on-ground intelligence to build presence and
create new demand from occupiers or shift existing ones. Then, leveraging our brand and local Clients and
Landlord relationships, we lease large Centres.
• Committee approvals: Shortlisted properties are then subjected to a detailed committee appraisal process,
which includes site visits and commercial viability assessments conducted through financial modelling,
and feedback from management. The most favourable properties are further evaluated based on rental rates,
floor plate sizes, efficiency ratios, total area offered, and other commercial parameters. Following this, the
team initiates negotiations, facilitates technical and legal due diligence, and ensures compliance with our
standards and requirements.
• Onboarding: Upon finalising the deal and signing the contract, the property onboarding process begins.
This involves reviewing legal documents, undertaking legal and other due diligences, inspecting the
property, ensuring utilities and infrastructure meet our standards, and conducting a final inspection before
the property is handed over to the design and project teams to undertake fit-outs and make the property
ready for move-in.
Landlords lease agreements
We usually enter into long-term lease agreements with Landlords. Such lease agreements typically have a term
ranging from 10 to 15 years. Contractual arrangements with our Landlords typically ensure that the Landlords are
locked-in for the entire duration of the lease agreement. Our lease agreements with Landlord typically have a rent-
free period of between six to 12 months. These agreements have a fixed lease rental rate, which are typically
subject to escalation at a rate of 15% every three years. We are typically entitled to terminate the lease agreements
on account of breach of its terms subject to a notice period. We are typically required to indemnify our Landlords
276in respect of, inter alia, damages caused to the property by our Company or our Clients.
The table below sets forth the split of Landlords within the category of institutional and non-institutional, for the
last three Fiscals:
Percentage of total SBA Percentage of total Percentage of total SBA
Classification of Landlords managed by us as of SBA managed by us as managed by us as of
March 31, 2025 of March 31, 2024 March 31, 2023
Institutional 18.78% 12.34% 15.75%
Non-institutional 81.22% 87.66% 84.25%
Note: Institutional Landlords are those which are backed by institutional players such as private equity funds, pension funds, sovereign wealth
funds, insurance companies, and real estate investment trusts. Non-Institutional Landlords are those which are backed either by themselves
or by individual investors and /or combination of both.
Percentage of Percentage of Percentage of
contribution within the contribution within the contribution within the
Type of non-institutional Landlords non-institutional non-institutional non-institutional
category as on March category as on March category as on March
31, 2025 31, 2024 31, 2023
Family office 61.98% 61.08% 60.36%
Private investor/ high net-worth individuals/ 38.02% 38.92% 39.64%
Strata stock
Note: Strata stock refers to office space that has been sold by the developers during its marketing stage to investors, high net-worth individuals,
end users and individuals.
Centre cohorts and occupancies
We have taken a conscious decision to gravitate towards larger sized Centres, as evidenced by the details set forth
in the table below. Centres within our portfolio with SBA of more than 150,000 square feet have increased at a
CAGR of 27.48% from March 31, 2023 to March 31, 2025. Large Centres offer economies of scale, higher area
efficiencies, better commercial terms with Landlords, and more room for cost absorption.
As of March 31, 2023
As of March 31, 2025 As of March 31, 2024
Centre size (in million square
(in million square feet) (in million square feet)
feet)
SBA of up to 150,000 square feet 1.90 1.80 1.80
SBA of greater than 150,000 square feet 7.09 6.20 4.36
Total 8.99 8.00 6.16
Growth in Occupied Seats in larger Centres with SBA of more than 150,000 square feet is driving our overall
occupancy, as evidenced by the details set forth in the table below. The proportion of total Occupied Seats in such
larger Centres has increased to 76.81% as on March 31, 2025 from 75.93% as on March 31, 2024 and from 71.36%
as on March 31, 2023. The Occupied Seats in such large Centres have grown at a CAGR of 24.75% between
March 31, 2023 and March 31, 2025.
Number of Occupied Number of Occupied Number of Occupied
Centre size Seats as of March 31, Seats as of March 31, Seats occupied as of
2025 2024 March 31, 2023
SBA of up to 150,000 square feet 35,386 31,303 30,240
SBA of greater than 150,000 square 117,233 98,744 75,328
feet
Total 152,619 130,047 105,568
Design and fit-outs
Our in-house design and project management teams form key pillars of our value proposition. We have seven
specialised teams, each focusing on different aspects of design and fit-out process ranging from layout creation
and design ideation to 3D visualisation, graphics and branding, material exploration, and construction drawings
and on-site execution. Our design team is structured to foster collaboration, streamline communication, and
maximise efficiency. Our team is primarily based in Bengaluru, but we also have members in key cities like Pune,
Hyderabad, Chennai and Gurugram, ensuring regional presence and convenience for our Clients.
277The below pictures showcase aesthetically pleasing design and fit-outs, undertaken by our design and project
management teams:
Our comprehensive design team capabilities and presence across regions allow us to make swift decisions, which
reduces turnaround time for our projects. This capability is essential where delivery is expected by the Client
within a short period. Our design philosophy combines configured workspaces with standardised fit-outs with
customisation. We offer Clients four or five options for each design. This approach ensures that while every
workspace we design maintains a cohesive and recognisable standard, it also possesses unique characteristics
tailored to the Client’s specific needs and preferences. Additionally, we employ modular elements in our designs,
which enhances cost efficiency, thereby providing value to our Clients.
To further enhance our design process, we utilise our proprietary platform BuildX. This tool is integral to our
operations, enhancing efficiency and streamlining communication across our sales, design, project, and
procurement teams. The platform includes comprehensive task management and assignment capabilities and has
features such as real-time updates, references and link sharing and centralised communication. By keeping teams
and stakeholders interconnected, BuildX ensures that we stay on track and continuously improve our workflow
and communication methods.
By using standardised fit-out products and incorporating modular elements, we reduce costs, streamline the
installation process, ensure consistency across our Centres and simplify the procurement process. Our agreements
with vendors are governed by well-defined contractual terms, ensuring that the desired quality in maintained along
with timely delivery of our projects.
Project management
We have relationship with over 300 vendors across India, which allows us to streamline procurement and swiftly
execute projects. Standardised contracts with our vendors eliminate the need for lengthy negotiations for each
project and allow us to directly release orders. This not only saves significant time, but also enhances our ability
to manage multiple projects concurrently.
278Below is a representation of our typical project management process:
Our procurement strategy is designed to leverage economies of scale from our wide network of vendors. Every
vendor undergoes an evaluation process to ensure they meet our standards for quality, reliability and service. This
thorough vetting process minimises supply risks, providing our Clients with the best possible outcomes. The
services and products offered by our vendors are comprehensive, covering turnkey fit-out works and specific
packages, such as civil and interior, electrical, mechanical, fire protection and firefighting, and technology
solutions. Additionally, our bought-out items include modular furniture, carpet, lighting fixtures, flooring
materials, and lose furniture, ensuring that we can meet a wide range of Client needs.
As on March 31, 2025, our project management team comprises 110 skilled professionals, including project
managers, mechanical, electrical and plumbing designers and quantity surveyors. The team uses its extensive
industry knowledge and expertise to deliver on every project. It oversees every aspect of the project lifecycle,
from initial site feasibility studies, design phases, construction to post-handover transitions. Its ability to manage
multiple projects simultaneously is underpinned by well-defined processes that lend transparency, minimise risks,
and uphold our stringent quality standards.
Our in-house project management tool, BuildX, allows us to monitor project progress on a real-time basis.
Clients
We have 738 Clients as of March 31, 2025. We typically focus on mid-to large Enterprise Clients whose
workspace needs exceed 300 Seats, often across multiple Centres and cities, across India. Our Clients include
Indian corporates, MNCs as well as startups across sectors such as information technology, engineering, fintech,
business consulting banking, financial services and insurance. Some of our Clients include Google IT Services
India Private Limited, L&T Technology Services Limited, Bridgestone India Private Limited, Philips Global
Business Services LLP, Persistent Systems Limited, Billionbrains Garage Ventures Private Limited (Groww),
MakeMyTrip (India) Private Limited, Concentrix Daksh Services India Private Limited, Discovery
Communications India, Ocwen Financial Solutions Private Limited.
We focus on nurturing and expanding existing Client relationships, thereby establishing a path for sustainable,
organic growth. We select our Clients through a comprehensive screening and signing process to ensure a mutually
beneficial and long-term partnership. Our process begins with the initial contact and inquiry, where potential
Clients reach out through brokers, our website, referrals or direct sales outreach. During this stage, our sales team
engages in preliminary discussions to understand the Client’s requirements such as number of Seats, preferred
location, budget and any other specific workspace needs. Following the initial contact, we conduct a detailed
assessment or requirements of the Client. This step involves aligning our offerings with the Client’s business
objectives, understanding their company size, growth projections, and any industry-specific requirements. We also
279assess the Clients’ operational needs, such as technology infrastructure, security, amenities, and workspace
customisation.
Based on above, we present a tailored proposal to the Client, which includes details of our office space solutions,
customisation options, pricing and contract terms. We work closely with the Client to refine the proposal, ensuring
it meets their operational and strategic needs, and negotiate and finalise the terms of the contract.
Our onboarding and move-in process are designed in a manner to ensure a smooth transition into the new
workspace, which is configured as per the agreed terms. Post move-in, we maintain regular communication with
our Clients to address any needs or concerns. Dedicated account managers ensure that the Clients’ experience
remains satisfactory.
Client agreements
The agreements we execute with our Clients are usually for a term ranging from 36 months to 60 months, with
lock-in periods which typically range from 12 months to 36 months. Clients pay us a fixed lease rental amount,
which is typically subject to an escalation of 5% every year. Our Clients also pay for the usage of additional
services and offerings such as air-conditioner charges beyond business hours, meeting, conference and training
room, parking, printout and scanning, Wi-Fi and courier services. Our Clients are not permitted to terminate the
agreement during the lock-in period unless we have breached any material terms. We are entitled to terminate the
lease agreement during the lock-in period on account of material breach including default in payment, by the
Client. Our Clients may be entitled to terminate the agreement immediately without notice upon (i) admission of
insolvency or bankruptcy proceedings against our Company or (ii) termination of lease arrangement with our
Landlords for our Centres and we are unable to provide suitable alternate accommodation. In terms of these
agreements, our Company is typically required to indemnify our Clients for loss, damage, claim or demand arising
out of any act or omission by our Company or our employees, however our liability is typically subject to cap of
three months rental payments under the relevant agreement. Further, typically our Clients are liable to indemnify
us for any loss, damage, claim or demand due to acts or omissions of the relevant Clients.
Our service delivery team
Our service delivery team is divided into two parts – operations and account management. Our operations team is
responsible for maintaining and managing the entire building infrastructure while providing crucial services to
Clients such as technical services, housekeeping, pantry services, information technology support, security, waste
management and safety protocols. They also handle inventory and allied services, while ensuring energy
efficiency and cost excellence across all operations. Our account management team is responsible for enhancing
customer experience, community building and focusing on Client retention. They manage contract renewals,
collect lease rentals and generate revenue from ancillary services. Our account management team consists of
professionals, many of whom come from the hospitality industry, bringing with them a wealth of experience in
customer service and facility management.
Common area maintenance
We have outsourced the facility management and common area maintenance of our Centres to TalbotForce. As
of March 31, 2025, TalbotForce has deployed a workforce of 2,757 resources to provide facility management to
our Centres. Services provided by TalbotForce include maintenance and operation of critical systems, security
services, housekeeping, exterior cleaning, pest control, waste management and parking solutions, among others.
The strategic synergy between TalbotForce and our Company eliminates redundancies and optimises workflow.
Our operations managers oversee task execution and resource allocation, while TalbotForce focuses on specialised
training and service delivery. This seamless integration ensures efficient operations across our Centres. Our
unified digital platform streamlines attendance tracking, overtime management, and manpower budgeting. This
system enhances transparency, boosts compliance, and enables real-time coordination between both the teams.
Ancillary services
Value-added services:
We generate additional revenue in our Centres from VAS. Typically, the revenue from such value added services
offered by the operators has been observed to usually range between 0% - 10 % of the overall revenue generated
280by the centre (Source: CBRE Report).
.
Through our service partners, we provide a variety of VAS such as cafeterias, sport zones, Smart Convenience
Stores, gymnasiums, crèches and medical centres. Our service partners include Chaipoint (Mountain Trail Foods
Private Limited), Park+ (Parviom Technologies Private Limited), ClearTax (Defmacro Software Private Limited),
Nutritap Technologies Private Limited and CloudKitch Private Limited, to provide the employees of our Clients
with daily-life and aspirational amenities and services. We have a large base of Clients’ employees, who have
disposable income. Our digital platforms/ solutions facilitate our Clients’ employees to spend on goods and
services at our Centres. We also offer services such as redeemable meal/ wallet points to the Clients’ employees,
which can be used for essentials like food, groceries, electronics and white goods. Our service partners also consist
of vendors of various fit-outs in our Centres such as electricals, furniture, plumbing equipment etc. VAS is an
asset-light business and margin-accretive.
Fit-out-as-a-service:
FaaS offers a one-stop solution to organisations for creating customised workspaces that enhance productivity,
collaboration, and employee well-being. Under FaaS, enterprises outsource fit-out services of their office space,
while they can continue to focus on core business activities.
We offer standalone FaaS to enterprises, as per their requirements and preference, for their owned/ leased offices.
This service is supported by our relationships with wide network of vendors and our in-house design and research
and development team. We offer reliable and compliant design and build solutions at value pricing by leveraging
economies of scale. Since our core business is to design, build and manage workspaces for multiple customers, it
allows us to hold fit-out inventory, capitalise on our well-negotiated vendor arrangements and take benefit of set
templates and processes. By leveraging our vendor network, we offer streamlined ‘design and build’ services. This
is an asset-light business and margin-accretive. In April 2024, we have entered into an arrangement with a Client
namely, First Source Limited, for fit-out of an office space with SBA of 99,429 square feet.
Technology
Our proprietary technology is designed to enhance Client experience, property management and operational
efficiency. This ecosystem of integrated platforms is deeply embedded into our workspaces, Client workflows,
and the daily lives of our Clients’ employees.
Some of our key information technology infrastructure are listed below:
• BuildX: supports design and project management, reducing delivery times and tracking site health and
vendor performance.
• CRM: tracks sales leads, manages proposals, agreements, broker networks, receivables, and payments.
Provides analytics on occupancy and Client movements, automates billing, and offers a view of portfolio
health.
• Property management applications: includes facial recognition access, attendance management, meeting
room booking, pantry application, desk booking, visitor management, ticketing, digital checklists, and a
virtual building management system.
• Cafeteria management: features point-of-service terminals, in-application ordering, vendor management,
token systems, kiosks, real-time reports, and automated settlements. Supports a variety of payment forms.
• Virtual building management system: automates electricity management, monitors IoT devices, integrates
with ticketing, and manages building air conditioning for energy savings.
• Ticketing: tracks Client grievances/complaints, manages vendors, and supports internal requests.
• Clients’ single point of contact portal: digitises service offerings, administrative, and finance workflows.
Clients can manage employee access, service requests, parking, events, meeting rooms, meal plans, and
wallet points. It also provides managed Wi-Fi, and SaaS subscriptions.
• ERP: manages billing, procurement, and inventory. Integrates with CRM and BuildX to automate data flow,
reduce revenue leakage, and improve ‘turn around time’ commitments. Supports vendor onboarding,
281purchase order and work order creation, and performance tracking.
Cybersecurity and data protection
We have a comprehensive risk management framework that has been implemented to identify, assess, and mitigate
potential cybersecurity risks. We have strong encryption methods that are utilised to safeguard sensitive data both
at rest and in transit. We have stringent access control mechanisms to restrict unauthorised access to sensitive
information. cyber threats, and how to identify and respond to potential security incidents. Our wireless access is
enabled with authentication, authorisation and accounting protocol and robust network security measures have
been implemented, including firewalls, intrusion detection systems. Periodic security assessments are conducted
to ensure compliance with industry regulations and standards. We have a reliable data backup and recovery system
in place to ensure critical information is restored in the event of data loss or a cybersecurity incident. We enhance
internet security by utilising internet gateways, which incorporates security functionalities like content filtering
and intrusion detection systems/ intrusion prevention systems. Regular cybersecurity awareness email
communications are sent to our employees to educate them about best practices.
282Marketing and Sales
Marketing
Our data-driven marketing strategy focuses on core business objectives, with brand awareness at the forefront.
We amplify brand visibility through a strategic blend of offline and online marketing channels, including public
relations, engagement events, standees, digital advertisements, paid features, and brand commercials. To establish
thought leadership, we produce and sponsor collaborative reports and standalone articles, and actively participate
in industry forums and panels.
Our outreach strategy is designed to efficiently generate business leads through targeted online campaigns and
promotions. We provide robust support to our teams by creating diverse marketing materials, such as brochures,
presentations, emailers, videos, and Centre-specific collaterals. By integrating public relations and social media
efforts, we enhance brand visibility among both new and existing Clients, highlighting expansion stories, Client
onboarding, industry highlights, leadership profiles, company updates, and award recognitions. This
comprehensive, multifaceted strategy ensures our brand remains prominent and appealing across all relevant
channels, driving engagement and growth.
Sales and business development
As of March 31, 2025, our sales department consists of 24 employees. Their primary role involves developing
and implementing a comprehensive sales strategy, which includes expanding the Client base, managing accounts,
and nurturing relationships with existing Clients. Our sales managers convert prospects generated through online
channels (such as search engine marketing and digital campaigns), in-house call centres, direct outreach (including
Client referrals and email marketing), and channel partners. We focus on building strong Client relationships,
understanding their evolving needs, and providing tailored solutions. Our robust in-house Client relationship
management tool enables efficient management of leads through every stage of their lifecycle. Additionally, our
sales team has access to an in-house occupier directory listing potential, existing, and former Clients. Our sales
department uses a systematic approach that includes lead nurturing, personalised onboarding, and ongoing
relationship maintenance to ensure Client satisfaction and increased engagement over time. Our sales managers
continuously seek new partnership opportunities, leverage networking events, and use data-driven insights to
expand our clientele.
We also enter into arrangements with brokers to source Clients, who also typically support our business and legal
teams in conducting due diligence, negotiation and execution of agreements with Clients.
Employees
As of March 31, 2025, we have 794 permanent employees. The breakdown of our Company’s permanent
employees in different functionalities as of March 31, 2025, is set forth below:
Function/department Number of employees
Operations 189
Account management 123
Projects 110
Accounts, finance & tax 84
Design 61
Inventory management 54
Administration 40
IT infrastructure 29
Sales 24
Human resource & training 15
Others 65
Total 794
We also engaged 3,177, 2,101, and 2,050 contract labourers through independent contractors as on March 31,
2025, March 31, 2024 and March 31, 2023, respectively. We are committed to equal employment opportunities
to all employees. Our equal employment opportunity policy strictly prohibits discrimination based on age,
disability, marital status, nationality, race, religion, gender, and sexual orientation. The organisation benefits from
a balanced mix of experience and fresh perspectives, with the median employee age at 30 years. Our compensation
283packages include both salary and allowances, with performance-linked bonuses. We also offer additional benefits
such as insurance coverage, annual leave, and retirement benefits. Further, we provide other statutory benefits to
our employees such as pension.
Our senior management team is from various sectors. They bring leadership, multi-unit management and sales
skills, ensuring strategic oversight and operational success.
Learning and development and training
We offer learning and development programmes for our teams to enhance their functional skills and expertise.
We organise on-the-job training programmes at various intervals, including annual cycles, tailored to specific
roles and functions of our teams. We provide quarterly refreshers and advanced training modules to ensure
continuous skill development. Our trainings include basic training on standard operating procedures as well as
supervisory and managerial development training. Newly recruited members receive on-the-job training at our
Centres, guided by experienced operations and account management teams. Our training program ensures that all
team members are adequately skilled and prepared to meet the demands of their roles. Team members are also
trained and certified in essential areas such as prevention of workplace harassment, first aid, fire safety, and
emergency response.
Intellectual Property
The name and logo “ ” of our Company are registered trade marks under the Trade Marks Act, 1999.
In addition, as on the date of this Prospectus, we have (i) obtained 75 registered trade marks; and (ii) made
applications for nine trade marks, of which one trademark application has been opposed, under the Trade Marks
Act, 1999, in relation to various brands names/ logos of our Company. As on the date of this Prospectus, our
Company has also obtained registrations for eight technology applications under the Copyright Act, 1957. Further,
as on the date of this Prospectus, we have obtained registrations for two labels and have made an application for
one label under class/description of artistic works under the Copyright Act, 1957. See “Risk Factors – 35. Our
inability to protect or use our intellectual property rights may adversely affect our business.” on page 91.
Properties
All our Centres are leasehold properties. Our Registered Office and Corporate Office are situated in our Centres
in New Delhi (Vardhaman Trade Centre) with SBA of 9,675 square feet and Gurugram (Golf View Corporate
Tower B) with SBA of 0.14 million square feet, respectively. The lease agreements with the Landlords of these
Centres are expiring on January 31, 2031 and June 1, 2028, respectively. For detail, see “Risk Factors-49. Our
Registered Office and Corporate Office are situated in our Centres in New Delhi and Gurugram on leased
premises and our inability to renew such lease agreements may adversely affect our business, results of operations
and financial condition.” on page 100.
Insurance
Our operations are subject to various risks inherent to the workspace industry, as well as personal injuries, fires,
natural disasters, spread of communicable diseases, acts of terrorism and other unforeseen events. Accordingly,
we have obtained insurance policies in relation to building and equipment covering losses due to fire, burglary,
terrorism, earthquake, machinery breakdown and allied perils. In addition, we have also obtained directors’ and
officers’ liability insurance and group accident and health insurance for our employees. See “Risk Factors – 42.
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 96.
284KEY 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
decisions.
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 recognising 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 unauthorised 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,
Ministry of Electronics and Information Technology, Government of India (“DoIT”), 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.
DoIT has 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.
285Digital Personal Data Protection Act, 2023 (“DPDP Act”)
The Parliament passed the DPDP Act on August 9, 2023. The DPDP Act received the assent of the President and
was notified on August 11, 2023. The Parliament passed the DPDP Act on August 9, 2023. The DPDP Act seeks
to balance the rights of individuals to protect their personal data with the need to process personal data for lawful
and other incidental purposes. All data fiduciaries, determining the purpose and means of processing personal
data, are mandated to provide an itemised notice to data principals in plain and clear language containing a
description of the personal data sought to be collected along with the purpose of processing such data. The DPDP
Act further provides that personal data may be processed only for a lawful purpose after obtaining the consent of
the individual. A notice must be given before seeking consent. The notice should contain details about the personal
data to be collected and the purpose of processing. Consent may be withdrawn at any point in time.
Any individual whose data is being processed (data principal), will have the right to: (i) obtain information about
processing, (ii) seek correction and erasure of personal data, (iii) nominate another person to exercise rights in the
event of death or incapacity, and (iv) grievance redressal. Data principals will have certain duties. They must not:
(i) register a false or frivolous complaint, and (ii) furnish any false particulars or impersonate another person in
specified cases. Violation in observance of duties by a data principal will be punishable with a penalty of up to ₹
10,000.
It further imposes certain obligations on data fiduciaries including (i) make reasonable efforts to ensure the
accuracy and completeness of data, (ii) build reasonable security safeguards to prevent a data breach, (iii) inform
the Data Protection Board of India (the “DPB”) and affected persons in the event of a breach, and (iv) erase
personal data as soon as the purpose has been met and retention is not necessary for legal purposes (storage
limitation). In case of government entities, storage limitation and the right of the data principal to erasure will not
apply. The Central Government will establish the DPB.
Key functions of the DPB include: (i) monitoring compliance and imposing penalties, (ii) directing data fiduciaries
to take necessary measures in the event of a data breach, and (iii) hearing grievances made by affected persons.
The DPB members will be appointed for two years and will be eligible for re-appointment. The Central
Government will prescribe details such as the number of members of the DPB and the selection process.
The DPDP Act introduces the concept of ‘deemed consent’ in instances where the data principal provides personal
data (i) to the data fiduciary voluntarily and for a legitimate purpose, (ii) for performance of function under any
law, or service or benefit to the data principal, (iii) in compliance with a judgment or order, (iv) responding to
medical emergency involving threat to life or immediate threat to health of the data principal, (v) for provision of
medical treatment or health services during an epidemic, outbreak of diseases or any other public threat to public
health, (vi) for taking measures to ensure safety during any disaster or any breakdown of public order, (vii) for
purposes related to employment including prevention of corporate espionage, maintenance of confidentiality of
trade secrets, intellectual property, classified information, recruitment, termination of employee. The data can
only be processed for the specific purpose for which it is deemed to be given and must be necessary for fulfilling
the purpose for which it has been provided.
It further imposes certain obligations on data fiduciaries including (i) in implementation of technical and
organisational measures to ensure compliance, (ii) adopting reasonable security safeguards to prevent personal
data breach, (iii) ensuring that personal data processed is accurate and complete, (iv) informing the Data Protection
Board of India (the “Data Protection Board”) regarding any personal data breach, (v) deleting or removing
personal data no longer in use or necessary for legal or business purposes with exemption given to only start-ups
registered with Ministry of Commerce and Industry, (vi) publishing the business contact information of the data
protection officer, (vii) implementing a grievance redressal mechanism to redress grievances of data principals,
and (viii) processing of data to another data fiduciary under a valid contract.
The Registration Act, 1908 (the “Registration Act”)
The Registration Act was passed to consolidate all the previous legislations which were enacted in relation to the
registration of documents. The Registration Act was promulgated to achieve the purpose of maintaining a proper
regulatory record of transactional documents with a recognised officer in order to safeguard the original copies.
The Registration Act lays down two types of registration of documents, one being mandatory registration, which
has been laid down under Section 17 of the Registration Act and relates to documents such as, inter alia gift deed
or transfer deed for an immovable property, non-testamentary instruments purporting to an interest in any
immovable property, leasing or renting an immovable property.
286The other type of registration has been laid down under Section 18 of the Registration Act which provides for the
category of documents, registration of which is optional or discretionary and include, wills, instrument for transfer
of shares, adoption deeds, etc. Failure to register a document under Section 17 of the Registration Act can attract
severe consequences, including declaration of invalidity of the transfer in question; however, no such consequence
is attracted in case of Section 18 of the Registration Act. Sections 28, 29, 30 and 31 of the Registration Act provide
the registrars, sub-registrars and other officers, the authority to register documents under this Act. Registration of
a document provides authenticity to a document and also acts as a conclusive proof in relation to the execution of
such a document in the court of law.
The Food Safety and Standards Act, 2006 (the “FSS Act”)
The FSS Act was enacted on August 23, 2006, with a view to consolidate the laws relating to food and to establish
the Food Safety and Standards Authority of India (“FSSAI”), for laying down science-based standards for articles
of food and to regulate their manufacture, storage, distribution, sale and import, to ensure availability of safe and
wholesome food for human consumption. The standards prescribed by the FSSAI include specifications for food
additives, flavourings, processing aids and materials in contact with food, ingredients, contaminants, pesticide
residue, biological hazards and labels. The FSS Act also sets out requirements for licensing and registration of
food businesses, general principles of food safety, and responsibilities of the food business operator and liability
of manufacturers and sellers, and adjudication by Food Safety Appellate Tribunal. For enforcement, the
‘commissioner of food safety’, ‘food safety officer’ and ‘food analyst’ have been granted with detailed powers of
seizure, sampling, taking extracts and analysis.
Penalties are levied for various defaults such as for selling food not of the nature or substance or quality demanded,
sub-standard food, misbranded food, misleading advertisement, food containing extraneous matter, for failure to
comply with the directions of Food Safety officer, for unhygienic or unsanitary processing or manufacturing of
food, for possessing adulterant. Apart from the penalties, there are punishments prescribed for selling, storing,
distributing or importing unsafe food, for interfering with seized items, for providing false information, for
obstructing or impersonating a food safety officer, for carrying out a business without a licence and for other
subsequent offences.
Further, the Food Safety and Standards Rules, 2011 (“FSSR”) which have been operative since August 5, 2011,
provide the procedure for registration and licensing process for food business and lay down detailed standards for
various food products. The standards include specifications for ingredients, limit of quantities of contaminants,
tolerance limits of pesticide drugs residue, biological hazards and labels.
The FSSAI has also framed the following food safety and standards regulations in relation to various food products
and additives:
• Food Safety and Standards (Licensing and Registration of Food Businesses) Regulations, 2011;
• Food Safety and Standards (Labelling and Display) Regulations, 2020;
• Food Safety and Standards (Food Product Standards and Food Additives) Regulations, 2011;
• Food Safety and Standards (Prohibition and Restriction on Sales) Regulations, 2011;
• Food Safety and Standards (Contaminates, Toxins and Residues) Regulations, 2011;
• Food Safety and Standards (Laboratory and Sampling Analysis) Regulations, 2011.
• Food Safety and Standards (Approval for Non-Specified Food and Food Ingredients) Regulations, 2017;
• Food Safety and Standards (Organic Food) Regulations, 2017;
• Food Safety and Standards (Alcoholic Beverages) Regulations, 2018;
• Food Safety and Standards (Packaging) Regulations, 2018; and
• Food Safety and Standards (Vegan Foods) Regulations, 2022.
287Municipality 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.
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 working and employment conditions of the workers employed in shops and establishments, including
commercial establishments, and provide for fixation of working hours, rest intervals, overtime, holidays, leave,
termination of service, maintenance of records, maintenance of shops and establishments and other rights and
obligations of the employers and employees. These shops and establishments regulations, and the relevant rules
framed thereunder, also prescribe penalties in the form of monetary fine or imprisonment for violation of
provisions, as well as procedures for appeal in relation to such contravention of the provisions.
The Electricity Act, 2003 (“Electricity Act”)
The Electricity Act is the central legislation which covers, among others, generation, transmission, distribution,
trading and use of electricity. Under the Electricity Act, the transmission, distribution and trade of electricity are
regulated activities that require licenses from the Central Electricity Regulatory Commission (“CERC”), the State
Electricity Regulatory Commissions (“SERCs”) or a joint commission (constituted by an agreement entered into
by two or more state governments or the central government in relation to one or more state governments, as the
case may be).
The generating company is required to establish, operate and maintain generating stations, tie-lines, sub-stations
and dedicated transmission lines. Further, the generating company may supply electricity to any licensee or even
directly to consumers and have a right to open access, for the purpose of carrying electricity subject to availability
of adequate transmission and distribution systems and payment of transmission charges, including wheeling
charges and open access charges, as may be determined by the appropriate electricity regulatory commission. In
terms of the Electricity Act, ‘open’ access means the non-discriminatory provision for the use of transmission
lines or distribution system or associated facilities with such lines or system, by any licensee or consumer or a
person engaged in generation in accordance with the regulations specified by the appropriate electricity regulatory
commission.
Under the Electricity Act, the appropriate commission shall specify the terms and conditions for the determination
of tariff. Pursuant to the powers granted under the Electricity Act, various regulations and guidelines have been
framed by the CERC and SERCs for determination of tariff for thermal producers and generation, distribution,
transmission, allowing open access, among others.
The Electricity (Amendment) Bill, 2022 was introduced to amend certain provisions of the Electricity Act.
Foreign Investment Regulations
The foreign investment in India is governed, among others, by the Foreign Exchange Management Act, 1999, the
Foreign Exchange Management (Non-debt Instruments) Rules, 2019 (“FEMA Rules”) and the consolidated FDI
policy (effective from October 15, 2020) issued by the Department for Promotion of Industry and Internal Trade,
Ministry of Commerce and Industry, Government of India (earlier known as the Department of Industrial Policy
and Promotion (“Consolidated FDI Policy”), each as amended. Further, the Reserve Bank of India has enacted
the Foreign Exchange Management (Mode of Payment and Reporting of Non-Debt Instruments) Regulations,
2019 on October 17, 2019, which regulates mode of payment and remittance of sale proceeds, among others.
Under the Consolidated FDI Policy, 100% foreign direct investment under the automatic route, i.e., without
requiring prior governmental approval, is permitted in the co-working and managed office space sector, subject
to compliance with certain prescribed pricing guidelines and reporting requirements. The FDI Policy and the
FEMA Rules prescribe inter alia the method of calculation of total foreign investment (i.e., direct foreign
investment and indirect foreign investment) in an Indian company.
288The RBI, with an aim to operationalise a new overseas investment regime, has introduced the Foreign Exchange
Management (Overseas Investment) Rules, 2022 (“OI Rules”) and the Foreign Exchange Management (Overseas
Investment) Regulations, 2022 (“OI Regulations”), vide Notification No. G.S.R. 646(E) and Notification No.
FEMA 400/2022-RB dated August 22, 2022 respectively. Further, the Foreign Exchange Management (Overseas
Investment) Directions, 2022 (“OI Directions”) were introduced to be read with the OI Rules and the OI
Regulations. The new regime simplifies the framework to cover wider economic activity and thereby, significantly
reducing the need for specific approvals. Investment may be made by an Indian entity only in a foreign entity
engaged in activities permissible under the law in force in India and the host jurisdiction. Any manner of Overseas
Direct Investment (“ODI”) by an Indian entity shall be made as prescribed in the OI Rules, namely: (i)
subscription as part of MoA or purchase of equity capital, (ii) acquisition through bidding or tender procedure,
(iii) acquisition of equity capital by way of rights issue or allotment of bonus shares, (iv) capitalisation of any
amount due from the foreign entity subject to applicable conditions, (v) swap of securities, and (vi) merger,
demerger, amalgamation or any scheme of arrangement.
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 aspects 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.
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 Interstate Migrant Workmen Act, 1979;
• 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;
289• the Public Liability Insurance Act, 1991;
• the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013;
• the Trade Unions Act, 1926; and
• 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: It 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. Certain portions of the Code on Wages, 2019, have come
into force upon notification by the Ministry of Labour and Employment. The remainder of this code shall
come into force on the day that the Government shall notify for this purpose.
• Industrial Relations Code, 2020: It 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. The code will come into effect on a date to be notified by
the Central Government.
• Code on Social Security, 2020: It proposes to subsume certain existing 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, the Payment of Gratuity
Act, 1972, the Building and Other Construction Workers’ Welfare Cess Act, 1996 and the Unorganised
Workers’ Social Security Act, 2008. The Central Government has issued the draft rules under the Code on
Social Security, 2020. The draft rules provide for operationalisation of provisions in the Code on Social
Security, 2020 relating to employees’ provident fund, employees’ state insurance corporation, gratuity,
maternity benefit, social security and cess in respect of building and other construction workers, social
security for unorganised workers, gig workers and platform workers. The Code on Social Security, 2020
received the assent of the President of India on September 28, 2020. Section 142 of the Code on Social
Security, 2020, has been brought into force from May 3, 2021, by the Ministry of Labour and Employment,
Government of India, (“MLE”) through a notification dated April 30, 2021. Additionally, the MLE, vide
a notification dated May 3, 2023, appointed May 3, 2023 as the effective date for enforcing certain
provisions of the Social Security Code.
• Occupational Safety, Health and Working Conditions Code, 2020: It proposes to subsume certain
existing legislations, including the Factories Act, 1948, the Contract Labour (Regulation and Abolition)
Act, 1970, the Inter-State Migrant Workmen (Regulation of Employment and Conditions of Service) Act,
1979 and the Building and Other Construction Workers (Regulation of Employment and Conditions of
Service) Act, 1996. The Government of India has issued the draft rules under the Occupational Safety,
Health and Working Conditions Code, 2020. The draft rules provide for operationalisation of provisions in
the Occupational Safety, Health and Working Conditions Code, 2020 relating to safety, health and working
conditions of the dock workers, building or other construction workers, mines workers, inter-state migrant
workers, contract labour, journalists, audio-visual workers and sales promotion employees. The
Occupational Safety, Health and Working Conditions Code, 2020, received the assent of the President of
India on September 28, 2020.
Environment related legislations
The Environment (Protection) Act, 1986 (the “EP Act”), the Environment Protection Rules, 1986 (the “EP
Rules”) and the Environmental Impact Assessment Notification, 2006 (the “EIA Notification”)
The EP Act has been enacted for the protection and improvement of the environment. EP Act empowers the
government to take all measures to protect and improve the quality of environment, such as by laying down
standards for emission and discharge of pollutants, providing for restrictions regarding areas where industries may
operate and laying down safeguards for handling hazardous substances, amongst others. It is in the form of an
umbrella legislation designed to provide a framework for Central Government to coordinate the activities of
290various central and state authorities established under previous laws. It is also in the form of an enabling law,
which delegates wide powers to the executive to enable bureaucrats to frame necessary rules and regulations.
Further, the EP Rules specifies, inter alia, the standards for emission or discharge of environmental pollutants,
restrictions on the location of industries and restrictions on the handling of hazardous substances in different areas.
For contravention of any of the provisions of the EP Act or the rules framed thereunder, the punishment includes
either imprisonment or fine or both. Additionally, under the EIA Notification and its subsequent amendments,
projects are required to mandatorily obtain environmental clearance from the concerned authorities depending on
the potential impact on human health and resources.
The Water (Prevention and Control of Pollution) Act, 1974 (the “Water Act”)
The Water Act aims to prevent and control water pollution and to maintain or restore wholesomeness of water.
The Water Act provides for one Central Pollution Control Board, as well as state pollution control boards, to be
formed to implement its provisions, including enforcement of standards for factories discharging pollutants into
water bodies. Any person intending to establish any industry, operation or process or any treatment and disposal
system likely to discharge sewage or other pollution into a water body, is required to obtain the consent of the
relevant state pollution control board by making an application.
The Air (Prevention and Control of Pollution) Act, 1981 (the “Air Act”)
The Air Act aims to prevent, control and abate air pollution, and stipulates that no person shall, without prior
consent of the relevant state pollution control board, establish or operate any industrial plant which emits air
pollutants in an air pollution control area. They also cannot discharge or cause or permit to be discharged the
emission of any air pollutant in excess of the standards laid down by the state boards. The Central Pollution
Control Board and the state pollution control boards constituted under the Water Act perform similar functions
under the Air Act as well. Pursuant to the provisions of the Air Act, any person establishing or operating any
industrial plant within an air pollution control area, must obtain the consent of the relevant state pollution control
board prior to establishing or operating such industrial plant.
The Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016 (the
“Hazardous Waste Rules”)
The Hazardous Waste Rules regulate the management, treatment, storage and disposal of hazardous waste by
imposing an obligation on every occupier and operator of a facility generating hazardous waste to dispose of such
waste without harming the environment. The term “hazardous waste” has been defined in the Hazardous Waste
Rules and any person who has, control over the affairs of the factory or the premises or any person in possession
of the hazardous waste has been defined as an occupier. Every occupier and operator of a facility generating
hazardous waste must obtain authorization from the relevant state pollution control board. Further, the occupier,
importer or exporter is liable for damages caused to the environment resulting from the improper handling and
management and disposal of hazardous waste and must pay any financial penalty that may be levied by the
respective state pollution control board.
Laws related to Intellectual Property
Copyright Act, 1957 along with the Copyright Rules, 2013 (the “Copyright Laws”)
Copyright Laws serve to create property rights for certain kinds of intellectual property, generally called works of
authorship. The Copyright Laws protect the legal rights of the creator of an ‘original work’ by preventing others
from reproducing the work in any other way. The intellectual property protected under the Copyright Laws
includes literary works, dramatic works, musical works, artistic works, cinematography, and sound recordings.
The Copyright Laws prescribe fine, imprisonment or both for violations, with enhanced penalty on second or
subsequent convictions. While copyright registration is not a prerequisite for acquiring or enforcing a copyright
in an otherwise copyrightable work, registration constitutes prima facie evidence of the particulars entered therein
and may expedite infringement proceedings and reduce delay caused due to evidentiary considerations. Upon
registration, the copyright protection for a work exists for a period of 60 years following the demise of the author.
Reproduction of a copyrighted work for sale or hire, issuing of copies to the public, performance or exhibition in
public, making a translation of the work, making an adaptation of the work and making a cinematograph film of
291the work without consent of the owner of the copyright are all acts which expressly amount to an infringement of
copyright.
Trade Marks Act, 1999 (“Trade Marks Act”)
The Trade Marks Act provides for the application and registration of trademarks in India. The purpose of the
Trade Marks Act is to register trademarks applied for in India and to provide for better protection of trademark
for goods and services and also to prevent fraudulent use of the mark. Application for the registration of
trademarks has to be made to Trade Marks registry by any person or persons claiming to be the proprietor of a
trade mark, whether individually or as joint applicants, and can be made on the basis of either actual use of
intention to use a trademark in the future. The Trade Marks Act prohibits any registration of deceptively similar
trademarks or chemical compound among others. It also provides for penalties for infringement, falsifying and
falsely applying trademarks and using them to cause confusion among the public.
Designs Act, 2000 (“Designs Act”)
Designs Act consolidates and amends the law relating to the protection of designs which came into force on May
11, 2001. Designs Act is a complete code in itself and is statutory in nature and protects new or original designs
from getting copied which cause loss to the proprietor. The proprietor upon registration gets ‘copyright in design’
for the period of 10 years from the date of registration which can be renewed for a second period of five years,
before the expiration of original period of 10 years. The controller registers a design under this Act after verifying
that the design of any person, claiming to be the proprietor, is the new or original design not previously published
anywhere in any country and is not against any public policy or morality. Any obvious or fraudulent imitation of
a design, which is already registered, without the consent of its proprietor, is unlawful. It also prohibits the import
of any material which closely resembles a registered design.
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, 1962;
• Indian Stamp Act, 1899 and various state-wise legislations made thereunder;
• State-wise legislations in relation to professional tax.
Consumer Protection Act, 2019 and the rules made thereunder (the “Consumer Protection Act”)
The Consumer Protection Act, which repeals the Consumer Protection Act, 1986, was designed and enacted to
provide simpler and quicker access to redress consumer grievances. It seeks, inter alia to promote and protects the
interests of consumers against deficiencies and defects in goods or services and secure the rights of a consumer
against unfair trade practices, which may be practiced by manufacturers, service providers and traders. The
definition of “consumer” has been expanded under the Consumer Protection Act to include persons engaged in
offline or online transactions through electronic means or by tele-shopping or direct-selling or multi-level
marketing. One of the substantial changes introduced by Consumer Protection Act is inclusion of the e-commerce
industry under Consumer Protection Act with “e-commerce” defined to refer to the buying and selling of goods
or services over digital or electronic network.
Therefore, the Consumer Protection Act aims to cover entities that are involved in the process of selling goods or
services online. It provides for the establishment of consumer disputes redressal forums and commissions for the
purposes of redressal of consumer grievances. In addition to awarding compensation and/or passing corrective
orders, the forums, and commissions under the Consumer Protection Act, in cases of misleading and false
advertisements, are empowered to impose imprisonment for a term which may extend to two years and fine which
may extend to ten lakhs.
292Competition Act, 2002 (the “Competition Act”)
The Competition Act is an act to prevent practices having adverse effect on competition, to promote and sustain
competition in markets, to protect the interests of consumers and to ensure freedom of trade in India. The Act
deals with prohibition of (i) certain agreements such as anti-competitive agreements and (ii) abuse of dominant
position and regulation of combinations. No enterprise or group shall abuse its dominant position in various
circumstances as mentioned under the Competition Act. The prima facie duty of the Competition Commission of
India (“CCI”) is to eliminate practices having adverse effect on competition, promote and sustain competition,
protect interests of consumers and ensure freedom of trade. The CCI shall issue notice to show cause to the parties
to combination calling upon them to respond within 30 days in case it is of the opinion that there has been an
appreciable adverse effect on competition in India. In case a person fails to comply with the directions of the CCI
and Director General (as appointed under Section 16(1) of the Competition Act), he shall be punishable with a
fine which may exceed to ₹ 100,000 for each day during such failure subject to maximum of ₹ 10,000,000, as the
CCI may determine.
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.
293OUR SUBSIDIARIES
Our Subsidiaries
As on the date of this Prospectus, our Company has four Subsidiaries, including one Material Subsidiary.
Indian
1. Smartworks Tech Solutions Private Limited
2. Smartworks Office Services Private Limited
3. Smartworks Stellar Services Private Limited
Foreign
1. Smartworks Space Pte. Ltd.
Set out below are the details of our Subsidiaries.
A. Indian Subsidiaries
1. Smartworks Tech Solutions Private Limited (“SW Tech Solutions”)
Corporate information
SW Tech Solutions was originally incorporated as ‘Smartworks Coliving Private Limited’ as a private
limited company under the Companies Act, 2013, pursuant to a certificate of incorporation dated March
11, 2019, issued by the Registrar of Companies, Central Registration Centre. Subsequently, its name was
changed to ‘Smartworks Tech Solutions Private Limited’ pursuant to a shareholders’ resolution dated
August 31, 2021. A fresh certificate of incorporation consequent upon change of name was issued by the
Registrar of Companies, New Delhi on October 7, 2021. Its CIN is U62099DL2019PTC347081, and its
registered office is situated at Unit No. 305-310, Plot No. 9, 10 & 11, Vardhman Trade Centre, Nehru Place,
South Delhi, Delhi 110 019, India.
Nature of business
SW Tech Solutions is currently engaged in the business of providing software booking systems which is
integrated with our Company’s application to provide office solutions of meeting room management and
booking, visitor management system and attendance management system.
Capital structure
The capital structure of SW Tech Solutions as on the date of this Prospectus is as follows:
Number of equity shares of face value
Particulars Amount (in ₹ )
of ₹ 10 each of SW Tech Solutions
Authorised equity share capital 10,000 100,000
Issued, subscribed and paid-up equity share 10,000 100,000
capital
Shareholding pattern
The shareholding pattern of SW Tech Solutions as on the date of this Prospectus is as follows:
Number of equity shares Percentage of issued and
Sr.
Name of the shareholder of face value of ₹ 10 each paid-up equity share capital
No.
of SW Tech Solutions of SW Tech Solutions (%)
1. Smartworks Coworking Spaces Limited 9,990 99.90
2. Harsh Binani* 10 0.10
Total 10,000 100.00
*Harsh Binani holds 10 equity shares of face value of ₹ 10 each of SW Tech Solutions as the nominee of our Company.
294Brief financial highlights
The brief financial details for the Fiscals 2025, 2024 and 2023, derived from the audited financial
statements of SW Tech Solutions is as follows:
(in ₹ million, except per share data)
As at and for the Fiscal ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Equity share capital 0.10 0.10 0.10
Net worth (55.98) (36.30) (9.57)
Revenue from operations 56.67 19.75 0.86
Profit/ (loss) (19.47) (26.58) (7.77)
Earnings per equity share (basic) (in ₹ ) (1,946.66) (2,657.78) (776.99)
Earnings per equity share (diluted) (in ₹ ) (1,946.66) (2,657.78) (776.99)
Net asset value per equity share (in ₹ ) (5,597.67) (3,630.20) (957.14)
Total borrowings 228.10 181.50 67.76
2. Smartworks Office Services Private Limited (“SW Office Services”)
Corporate information
SW Office Services was incorporated as Smartworks Office Services Private Limited as a private limited
company under the Companies Act, 2013, pursuant to a certificate of incorporation dated February 26,
2019, issued by the Registrar of Companies, Central Registration Centre. Its CIN is
U74999DL2019PTC346564, and its registered office is situated at Unit No. 305-310, Plot No. 9, 10 & 11,
Vardhman Trade Centre, Nehru Place, South Delhi, Delhi 110 019, India.
Nature of business
SW Office Services is currently engaged in the business of providing maintenance and house-keeping
services to commercial and private properties and business houses and other ancillary services.
Capital structure
The capital structure of SW Office Services as on the date of this Prospectus is as follows:
No. of equity shares of face value of
Particulars Amount (in ₹ )
₹ 10 each of SW Office Services
Authorised equity share capital 10,000 100,000
Issued, subscribed and paid-up equity share capital 10,000 100,000
Shareholding pattern
The shareholding pattern of SW Office Services as on the date of this Prospectus is as follows:
Number of equity shares Percentage of total equity
Sr.
Name of the shareholder of face value of ₹ 10 each share capital of SW Office
No.
of SW Office Services Solutions (%)
1. Smartworks Coworking Spaces Limited 9,990 99.90
2. Harsh Binani* 10 0.10
Total 10,000 100.00
*Harsh Binani holds 10 equity shares of face value of ₹ 10 each of SW Office Services as the nominee of our Company.
Brief financial highlights
The brief financial details for the Fiscals 2025, 2024 and 2023, derived from the audited financial statements
of SW Office Services is as follows:
295(in ₹ million, except per share data)
As at and for the Fiscal ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Equity share capital 0.10 0.10 0.10
Net worth (0.47) (0.19) (0.08)
Revenue from operations - 0.00 0.00
Profit/ (loss) (0.28) (0.10) (0.09)
Earnings per equity share (basic) (in ₹ ) (27.80) (10.26) (8.50)
Earnings per equity share (diluted) (in ₹ ) (27.80) (10.26) (8.50)
Net asset value per equity share (in ₹ ) (46.54) (18.75) (8.48)
Total borrowings 0.73 0.30 0.15
3. Smartworks Stellar Services Private Limited (“SW Stellar Services”)
Corporate information
SW Stellar Services was incorporated as Smartworks Stellar Services Private Limited as a private limited
company under the Companies Act, 2013, pursuant to a certificate of incorporation dated April 28, 2022,
issued by the Registrar of Companies, Central Registration Centre. Its CIN is U74999UP2022PTC163307,
and its registered office is situated at World Trade Tower, Plot No. C-1, Section 16, Gautam Buddha Nagar,
Noida 201 301, Uttar Pradesh, India.
Nature of business
SW Stellar Services is currently engaged in the business of operating and maintaining co-working and
serviced office spaces, meeting and training rooms and virtual offices and other ancillary services.
Capital structure
The capital structure of SW Stellar Services as on the date of this Prospectus is as follows:
No. of equity shares of face value
Particulars Amount (in ₹ )
of ₹ 10 each of SW Stellar Services
Authorised equity share capital 10,000 100,000
Issued, subscribed and paid-up equity 10,000 100,000
share capital
Shareholding pattern
The shareholding pattern of SW Stellar Services as on the date of this Prospectus is as follows:
Number of equity Percentage of total equity
Sr. shares of face value of ₹ share capital of SW Stellar
Name of the shareholder
No. 10 each of SW Stellar Services
Services (%)
1. Smartworks Coworking Spaces Limited 9,990 99.90
2. Harsh Binani* 10 0.10
Total Total 10,000
*Harsh Binani holds 10 equity shares of face value of ₹ 10 each of SW Stellar Services as the nominee of our Company.
Brief financial highlights
The brief financial details for the Fiscals 2025, 2024 and 2023, derived from the audited financial
statements of SW Stellar Services is as follows:
(in ₹ million, except per share data)
As at and for the Fiscal ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Equity share capital 0.10 0.10 0.10
296As at and for the Fiscal ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Net worth (5.48) (4.60) (4.07)
Revenue from operations - - 16.50
Profit/ (loss) (0.88) (0.53) (4.17)
Earnings per equity share (basic) (in ₹ ) (87.59) (53.21) (417.28)
Earnings per equity share (diluted) (in ₹ ) (87.59) (53.21) (417.28)
Net asset value per equity share (in ₹ ) (548.08) (460.49) (407.28)
Total borrowings 6.24 5.28 -
B. Foreign Subsidiary (“Material Subsidiary”)
1. Smartworks Space Pte. Ltd.
Corporate information
Smartworks Space Pte. Ltd. is a foreign subsidiary and was incorporated as a private company on March
15, 2024, under the laws of Singapore with Registrar of Companies & Business Names, Accounting and
Corporate Regulatory Authority, Singapore. Its UEN is 202410446R, and its registered office is situated at
1 Pickering Street, #08-00, Great Eastern Centre, Singapore 048 659, Republic of Singapore.
Nature of business
Smartworks Space Pte. Ltd. is currently engaged in the business of letting of self -owned or leased real
estate property except food court, coffee shops and canteen.
Capital structure
The capital structure of Smartworks Space Pte. Ltd. as on the date of this Prospectus is as follows:
Number of shares of face value of SGD 1 each
Particulars Amount (in SGD)
of Smartworks Space Pte. Ltd.
Authorised capital 3,000,000 3.00 million
Issued, subscribed and paid-up capital 3,000,000 3.00 million
Shareholding pattern
The shareholding pattern of Smartworks Space Pte. Ltd. as on the date of this Prospectus is as follows:
Sr. Number of shares of SGD 1 each Percentage of total capital of
Name of the shareholder
No. of Smartworks Space Pte. Ltd. Smartworks Space Pte. Ltd. (%)
1. Smartworks Coworking 3,000,000 100.00
Spaces Limited
Total 3,000,000 100.00
Brief financial highlights
The brief financial details for the Fiscals 2025, 2024 and 2023, derived from the special purpose financial
statements of Smartworks Space Pte. Ltd. is as follows:
(in ₹ million, except per share data)
As at and for the Fiscal ended
Particulars
March 31, 2025 March 31, 2024* March 31, 2023
Equity share capital 187.24 - NA
Net worth** 195.05 - NA
Revenue from operations 289.90 - NA
Profit/ (loss) 7.81 - NA
Earnings per equity share (basic) (in ₹ ) 3.19 - NA
Earnings per equity share (diluted) (in ₹ ) 3.19 - NA
297As at and for the Fiscal ended
Particulars
March 31, 2025 March 31, 2024* March 31, 2023
Net asset value per equity share (in ₹ )*** 81.11 - NA
Total borrowings - - NA
* Smartworks Space Pte. Ltd. was incorporated on March 15, 2024 and had not entered into any financial transaction during the
year ended March 31, 2024.
** Net worth is calculated as Total Equity after deducting Foreign currency Translation Reserve.
*** Net asset value per equity share means total equity divided by weighted average number of equity shares outstanding during the
year.
Accumulated profits or losses
As on the date of this Prospectus, there are no accumulated profits or losses of our Subsidiaries, which are
not accounted for by our Company.
Common pursuits
Smartworks Stellar Services Private Limited and Smartworks Space Pte. Ltd., are in the same line of
business as that of our Company. Both Smartworks Stellar Services Private Limited and Smartworks Space
Pte. Ltd. are our whole-owned Subsidiaries and hence, there is no conflict of interest. Our Company and
the Associate have no common pursuits.
Business interest between our Company and our Subsidiaries
Except as stated in “Our Business” and “Restated Consolidated Financial Information – Note 35 – Related
Party Transactions and Balances” on page 384, none of our Subsidiaries have any business interest in our
Company as on date of this Prospectus.
Except as disclosed in “Restated Consolidated Financial Information – Note 35 – Related Party
Transactions and Balances” on page 384, there have been no related business transactions between our
Company and our Subsidiaries during the last three Fiscals.
Our Company and the Associate have no business interest. See “History and Certain Corporate Matters –
Details of subsisting shareholders’ agreements” on page 303.
Other confirmations
None of our Subsidiaries are listed on any stock exchange in India or abroad. Further, neither have any of
our Subsidiaries been refused listing in the last 10 years by any stock exchange in India or abroad, nor have
any of our Subsidiaries failed to meet the listing requirements of any stock exchange in India or abroad.
298HISTORY AND CERTAIN CORPORATE MATTERS
Brief history of our Company
Our Company was originally incorporated as “Smart Work Business Centre Private Limited” at Kolkata as a
private limited company under the Companies Act, 2013, pursuant to a certificate of incorporation dated
December 17, 2015 issued by the Registrar of Companies, West Bengal at Kolkata. Pursuant to a special
resolution dated May 16, 2016 passed by the Shareholders, which was confirmed by an order of the Regional
Director (Eastern Region), Ministry of Corporate Affairs dated December 23, 2016, the registered office of the
Company was shifted from the state of West Bengal to the National Capital Territory of Delhi with effect from
December 30, 2016 and a certificate of registration of Regional Director order for change of state dated January
17, 2017 was issued by the RoC. Consequently, pursuant to a special resolution dated October 29, 2018 passed
by the Shareholders, the name of our Company was changed from “Smart Work Business Centre Private
Limited” to “Smartworks Coworking Spaces Private Limited” to reflect the nature of business and activities of
our Company and a fresh certificate of incorporation dated December 20, 2018 was issued by the RoC.
Thereafter, our Company was converted into a public limited company pursuant to a special resolution dated
June 28, 2024, passed by the Shareholders, and consequently the name of our Company was changed to its
present name i.e., “Smartworks Coworking Spaces Limited” and a fresh certificate of incorporation dated July
25, 2024 was issued by the RoC.
Change in the registered office of our Company
Except as stated below, there has been no change in the registered office of our Company since incorporation:
Effective date of change Details of change Reasons for change
December 30, 2016 The registered office of our Company was shifted from “21A, Administrative convenience
Shakespeare Sarani, 3rd Floor, Kolkata 700 017, West Bengal, and to more effectively
India” to “Unit No. 305-310, Plot No. 9, 10 & 11, Vardhman manage the affairs of the
Trade Centre, Nehru Place, South Delhi, Delhi 110 019, India”. Company
Main objects of our Company
The main objects contained in the Memorandum of Association are as mentioned below:
“1. To carry on the business of operating and maintaining co-working and serviced office spaces, and for that
purpose to operate, maintain, arrange, rent or let, sublet and to acquire by purchase, lease, or otherwise any kind
of building and hereditaments of any tenure or description including all types of commercial and non-commercial
immovable properties and to establish, operate, provide, undertake, develop, manage, promote, own, organise,
conduct facilities management and services in relation to fully or partly furnished, staffed and equipped or
otherwise, property, premises, buildings, whether commercial or non-commercial or residential, including offices
and offering ancillary business services, including video and audio conferencing facilities, building maintenance,
administration and contract management, provide facilities for serviced offices, business centres, co-working and
shared office spaces, meeting and training rooms and virtual offices, sophisticated video and telephony services,
internet and mobile technology services.
2. To provide administrative and accounting services, secretarial services, outsourced management, information
technology support services, house-keeping services, rent of office equipment, provision of staff, arrangement,
maintenance of business facilities and conveniences, furnishing and improvement, man-power supply, annual
maintenance services, security services, back-up services, electric conveniences, event management, attendant
services, food and beverage facilities, any other business support services and such other services that are
required or necessary in connection with the objects set out herein etc. for all kinds of commercial and non-
commercial sites, in all areas of business and commerce.”
The main objects as contained in the Memorandum of Association enable our Company to carry on the business
presently being carried out by our Company.
Amendments to the Memorandum of Association in the last 10 years
Set out below are the amendments to the Memorandum of Association in the 10 years preceding the date of this
Prospectus:
299Date of Shareholders’
Particulars
resolution
February 3, 2017 Clause V of the Memorandum of Association was amended to reflect the increase in the
authorised share capital of our Company from ₹ 1,00,000 consisting of 10,000 Equity Shares
of ₹ 10 each to ₹ 20,00,00,000 consisting of 2,00,00,000 Equity Shares of ₹ 10 each
June 15, 2017 Clause V of the Memorandum of Association was amended to reflect the increase in the
authorised share capital of our Company from ₹ 20,00,00,000 consisting of 2,00,00,000
Equity Shares of ₹ 10 each to ₹ 65,00,00,000 consisting of 6,50,00,000 Equity Shares of ₹
10 each
October 13, 2017 Clause V of the Memorandum of Association was amended to reflect the increase in the
authorised share capital of our Company from ₹ 65,00,00,000 consisting of 6,50,00,000
Equity Shares of ₹ 10 each to ₹ 75,00,00,000 consisting of 7,50,00,000 Equity Shares of ₹
10 each
October 29, 2018 Clause I of the Memorandum of Association was amended to reflect the change in name of
our Company from “Smart Work Business Centre Private Limited” to “Smartworks
Coworking Spaces Private Limited”
April 29, 2019 Clause V of the Memorandum of Association was amended to reflect the increase in the
authorised share capital of our Company from ₹ 75,00,00,000 consisting of 7,50,00,000
Equity Shares of ₹ 10 each to ₹ 1,00,00,00,000 consisting of 10,00,00,000 Equity Shares of
₹ 10 each
September 30, 2019 Clause V of the Memorandum of Association was amended to reflect the reclassification of
the authorised share capital of our Company from ₹ 1,00,00,00,000 consisting of
10,00,00,000 Equity Shares of ₹ 10 each to ₹ 80,00,00,000 consisting of 8,00,00,000 Equity
Shares of ₹ 10 each and ₹ 20,00,00,000 consisting of 2,00,00,000 CCPS of ₹ 10 each
September 30, 2019 Clause III(A) of the Memorandum of Association was amended to substitute the then
existing sub-clause 1 and 2 of Clause III(A) (reproduced below) with the following amended
clause:
Original clause
1. To carry on the business to operate, maintain, develop, arrange, hire, sublet and to
acquire by purchase, lease, exchange, hire or otherwise and to construct, re-construct,
improve, furnish,, any kinds of land, building and hereditaments of any tenure or
description including all types of commercial and non commercial immovable
properties and business sites like offices, shops, godowns, warehouses, cold storage,
mills, factories, shops, workshops, markets, shopping complexes, hotels, restaurants,
cinema houses, hostels, health centres, entertainment houses, play grounds, houses
flats, apartments, agricultural lands, mines, farms, gardens, orchards, plantations and
any state or interest therein and any right over or connected with land and buildings so
situated, and to act as brokers and agents, to act as collaborator, and in particular,
developing, preparing, buying, selling, hiring, letting, sub-letting, maintaining,
allotting, transferring allotment, administering, dividing and sub-dividing holding,
constructing, re-constructing, altering improving, decorating, furnishing and
maintaining of such land, buildings, business sites and immovable properties of any
kinds and description whatsoever whether belonging to the company or not, for any
person firm, AOP, society, company, public body, government etc. by the company
itself or in partnership with such company or individuals or persons as may be thought
fit.
2. To provide services of administration, arrangement, maintenance, business facilities
and conveniences, furnishing, improvement, man-power supply, annual maintenance
services, security services, back-up services, electric conveniences, event management,
attendance services, other refreshments, supply tenants and occupiers, to collect rents
and income, any other business support services etc. for all kinds of commercial and
non commercial sites, locations and for all kinds of clients including any person, firm,
AOP, society, company, public body, government, army, navy, railway etc. by the
company itself or in partnership with such company or individuals or persons as may
be thought fit.
Amended clause
“1. To carry on the business of operating and maintaining co-working and serviced office
spaces, and for that purpose to operate, maintain, arrange, rent or let, sublet and to
acquire by purchase, lease, or otherwise any kind of building and hereditaments of any
300Date of Shareholders’
Particulars
resolution
tenure or description including all types of commercial and non-commercial immovable
properties and to establish, operate, provide, undertake, develop, manage, promote, own,
organise, conduct facilities management and services in relation to fully or partly
furnished, staffed and equipped or otherwise, property, premises, buildings, whether
commercial or non-commercial or residential, including offices and offering ancillary
business services, including video and audio conferencing facilities, building
maintenance, administration and contract management, provide facilities for serviced
offices, business centres, co-working and shared office spaces, meeting and training
rooms and virtual offices, sophisticated video and telephony services, internet and
mobile technology services.
2. To provide administrative and accounting services, secretarial services, outsourced
management, information technology support services, house-keeping services, rent of
office equipment, provision of staff, arrangement, maintenance of business facilities and
conveniences, furnishing and improvement, man-power supply, annual maintenance
services, security services, back-up services, electric conveniences, event management,
attendant services, food and beverage facilities, any other business support services and
such other services that are required or necessary in connection with the objects set out
herein etc. for all kinds of commercial and non-commercial sites, in all areas of business
and commerce.”
November 21, 2019 Clause V of the Memorandum of Association was amended to reflect the increase in the
authorised share capital of our Company from ₹ 1,00,00,00,000 to ₹ 120,00,00,000
consisting of 10,00,00,000 Equity Shares of ₹ 10 each and ₹ 2,00,00,000 CCPS of ₹ 10 each
May 27, 2024 Clause V of the Memorandum of Association was amended to reflect the increase in the
authorised share capital of our Company from ₹ 120,00,00,000 to ₹ 130,00,00,000
consisting of 11,00,00,000 Equity Shares of ₹ 10 each and ₹ 2,00,00,000 CCPS of ₹ 10 each
June 28, 2024 Clause I of the Memorandum of Association was amended to reflect the change in name of
our Company from “Smartworks Coworking Spaces Private Limited” to “Smartworks
Coworking Spaces Limited” pursuant to conversion of our Company from private to public
August 3, 2024 Clause V of the Memorandum of Association was amended to reflect the increase in the
authorised share capital of our Company from ₹ 130,00,00,000 to ₹ 140,00,00,000
consisting of 12,00,00,000 Equity Shares of ₹ 10 each and ₹ 2,00,00,000 CCPS of ₹ 10 each
Major events and milestones of our Company
The table below sets forth the major events and milestones in the history of our Company:
Calendar Year Particulars
2016 Incorporation of our Company and commencement of operations
2017 Established Pan-India presence across nine Tier-1 cities with 12 Centres
2018 Pivoted our business model, transitioning from a co-working company to an office experience
and managed campus platform by leasing large/ entire properties and working with mid-to-
large Enterprise Clients
2019 Crossed ₹ 1,000.00 million in revenue from operations
2019 Our Company raised funding of ₹ 1,772.19 million, through issuance of CCPS to Space
Solutions India Pte. Ltd. (formerly Lisbrine Pte Limited)
2020 Launched ‘SW App’ and ‘IoT solutions’ for contactless processes during COVID-19.
2021 Our revenue from operations in 2021 was approximately ₹ 3,000.00 million from
approximately ₹ 1,000.00 million in Fiscal 2019, which was during COVID-19
2022 Leased our largest center of approximately 0.70 million square feet located in Vaishnavi Tech
Park in Bengaluru (Source: CBRE Report)
2023 Deutsche Bank A.G., London Branch invested in our Company by way of subscribing to
850,000 partly paid-up warrants each of ₹ 260 of our Company
2023 Opened Centres in four Tier-2 cities namely, Jaipur, Indore, Ahmedabad and Kochi
2024 Launched FaaS to provide tailored design and build solutions for customers’ offices with
advance payments from Client
2024 Crossed ₹ 10,000.00 million in revenue. See “Restated Consolidated Financial Information
– Note 24” on page 379
2024 Expanded our business to Singapore by taking two business centres on lease in Singapore
301Calendar Year Particulars
pursuant to purchase of certain assets of Keppel Real Estate Services Pte. Ltd.
2024 Raised funding by way of private placements of ₹1,680.00 million from Space Solutions
India Pte. Ltd. (formerly Lisbrine Pte. Limited), Ananta Capital Ventures Fund 1, Plutus
Capital, and other investors. For further details, see “Capital Structure - Equity Share capital
history of our Company.” on page 130
Key awards, accreditations or recognitions
Our Company has received the following key awards, accreditations and recognitions:
Calendar Year Particulars
2020 Our Company was awarded the “Co-working Brand of the Year” award at the Realty+ Conclave
& Excellence Awards 2020 South.
2020 Our Company was awarded the “Co-working Brand of the Year – Pune” award at the Realty+
Conclave and Excellence Awards 2020.
2021 Our Company was awarded the “Co-working Technology of the Year” award at the Realty+
Working Summit & Awards 2021.
2021 Our Company was awarded the “Co-working Brand of the Year” award at the Realty+ Conclave
& Excellence Awards – 2021 West.
2021 Our Company was awarded the “Co-working Project of the Year – North” certificate at the 13th
Annual Awards for Developers, Realtors and Architects - Estate Awards.
2021 Our Company was awarded the “Co-working Amenities of the Year” award at the Realty+
Conclave & Excellence Awards 2021 North.
2021 Our Company received a certificate of recognition in the HURUN India Future Unicorn List
2021.
2022 Our Company was awarded the “Co-working Brand of the Year – National” award at the
Realty+ Working Summit & Awards 2022.
2022 Our Company received a certificate of recognition from ASK Private Wealth HURUN India in
the Future Unicorn Index 2022.
2022 Our Company was recognised as “India's Growth Champion 2022” by The Economic Times
and Statista.
2022 Our Company was awarded the “Co-working Firm for Managed Spaces” award at the Realty+
Conclave & Excellence Awards 2022 – South.
2022 Our Company was awarded the “Co-working Technology Innovation of the Year” award for
‘SW Super App’ at the Realty+ Working Summit & Awards 2022.
2022 Our Company was recognised as one of the “Top 500 Asia-Pacific High Growth Companies
2022” by the Financial Times and Statista.
2023 Our Company was awarded the “Co-working Brand of the Year” award at the Realty+ Conclave
& Excellence Awards 2021 – West.
2023 Our Company received a certificate of recognition from ASK Private Wealth HURUN India in
the Future Unicorn Index 2023.
2023 Our Company was named among the “Top 500 Asia-Pacific High-Growth Companies 2023”
by the Financial Times and Statista.
2023 Our Company was awarded the “Managed Offices Brand of the Year” award at the 15th Realty+
Conclave & Excellence Awards – West.
2023 Our Company was awarded the “Enterprise Workspace Provider of the Year” award at the 15th
Realty+ Conclave & Excellence Awards 2023 – West.
2023 Our Company was recognised as “India's Growth Champion 2023” by The Economic Times
and Statista.
2023 Our Company was awarded the “Best Technology Enabled Flexi Space” award at the BW
Inaugural Flexi Spaces Conclave & Awards 2023.
2023 Our Company was awarded the “Best COVID-Measures at a Flexi Space” award at the BW
Inaugural Flexi Spaces Conclave & Awards 2023.
2023 Our Company was awarded the “Most Preferred Flexi Space in India” award at the BW
Inaugural Flexi Spaces Conclave & Awards 2023.
2024 Our Company was awarded the “Managed Offices Brand of the Year” award at the Realty+ Flex
Spaces Conclave & Excellence Awards 2024.
302Calendar Year Particulars
2024 Our Company was awarded two gold awards at the iNFHRA Flexi Con India Awards for "Best
Managed Office Brand – Footprint: More than 3 Million sq. ft." and "Best Tech Stack
(Technology Integration) – Footprint: More than 3 Million sq. ft.".
2024 Our Company was awarded the “Managed Space Brand of the Year (National)” award at the
Economic Times Real Estate Awards 2024.
Launch of key products or services, entry or exit in new geographies
For details in relation to launch of key services and offerings, entry in new geographies or exit from existing
markets, capacity or facility creation to the extent applicable, see “Our Business” on page 248.
Significant financial and/or strategic partners
Except for Space Solutions India Pte. Ltd. (formerly Lisbrine Pte. Limited), our strategic partner, our Company
does not have any significant financial and/or strategic partners as on the date of filing this Prospectus.
Time/cost overrun in setting up projects by our Company
Except as disclosed in “Risk Factors – 29. We are exposed to risks associated with the development and fit-out
process of the spaces we occupy. If any of these risk materialise it may affect adversely our business and financial
condition.” on page 72, our Company has not experienced any time or cost overruns in relation to any projects
set up by our Company.
Defaults or rescheduling/ restructuring of borrowings with financial institutions/banks
As on the date of this Prospectus, there have been no defaults, restructuring or rescheduling of borrowings availed
by our Company from financial institutions or banks.
Details of material acquisitions or divestments of business/undertakings, mergers, amalgamation, any
revaluation of assets, etc. in the last 10 years
Our Company has not made any material acquisition or divestments of any business or undertaking and has not
undertaken any merger, amalgamation or any revaluation of assets in the 10 years immediately preceding the date
of this Prospectus.
Details of subsisting shareholders’ agreements
Amended and Restated Shareholders’ Agreement dated March 27, 2024 between Space Solutions India Pte.
Ltd. (formerly Lisbrine Pte. Limited) (“Investor”), Neetish Sarda and Harsh Binani, Saumya Binani, NS
Niketan LLP, SNS Infrarealty LLP and our Company (“SHA”) read along with the Waiver Cum Amendment
Agreement dated August 13, 2024 to the Amended and Restated Shareholders’ Agreement (“Waiver cum
Amendment Agreement”)
Pursuant to an investment agreement dated October 4, 2019 (“2019 Investment Agreement”) between Space
Solutions India Pte. Ltd. (formerly Lisbrine Pte. Limited) (“Investor”), Neetish Sarda, Saumya Binani, Harsh
Binani and our Company, the Investor subscribed to 18,379,915 CCPS of our Company for a consideration of
US$ 25.00 million (₹ 1,772.20 million). Further, pursuant to an investment agreement dated March 27, 2024
(“2024 Investment Agreement”) between the Investor, Neetish Sarda, Harsh Binani and our Company, the
Investor subscribed to additional CCPS of our Company for a consideration of US$ 4.00 million (₹ 331.00
million). 19,610,398 CCPS which were issued and allotted to Space Solutions India Pte. Ltd. (formerly Lisbrine
Pte. Limited) and were outstanding as on the date of the Draft Red Herring Prospectus, have been converted into
19,610,398 Equity Shares prior to the filing of the Red Herring Prospectus. For details, see “Capital Structure-
Preference share capital history of our Company” on page 136.
The parties have entered into the amended and restated shareholders’ agreement dated March 27, 2024, to record
the terms of regulation of affairs of our Company and the respective rights and obligations of the parties. In
accordance with the SHA, the Investor has been granted certain rights including but not limited to the (i) right to
appoint a director on our Board, (ii) put option right in case of occurrence of an event of default, (iii) rights in
relation to certain reserved matters requiring prior consent of the Investor, (iv) pre-emption rights over new
303allotments or issuances of securities, (v) right of first offer in case of transfer of securities , (vi) tag-along rights
in case of transfer of securities, (vii) drag-along rights in case the Investor wishes to transfer its interest in securities
of our Company and (viii) certain information rights. Pursuant to the SHA, two of our Individual Promoters,
Neetish Sarda and Harsh Binani have also been granted certain rights including but not limited to the (i) right to
appoint and remove directors on our Board, (ii) pre-emption rights over new allotments or issuances of securities
and (iii) right of first offer in case of transfer of securities. Further, the SHA provides for certain restriction on
transfer of securities of our Company, and all the Shareholders of the Company who are party to the SHA, have
pre-emption rights over new allotments or issuances of securities.
Subsequently, in furtherance of the Offer, the parties to the SHA have entered into the Waiver cum Amendment
Agreement dated August 13, 2024, pursuant to which such parties have agreed to waive and/ or amend certain
terms of the SHA (to the extent that such party is entitled to rights under relevant clauses of the SHA) in order to
enable the consummation of the Offer.
The Waiver cum Amendment Agreement shall automatically terminate and the waivers, consents and amendments
thereof shall be automatically rescinded and revoked (and shall have no force and effect from the date of such
termination) without any further action or deed required on the part of any party, upon earlier of the following: (i)
by the mutual written agreement of all the parties to the Waiver cum Amendment Agreement with prior intimation
to the BRLMs; (ii) termination of the SHA, (iii) in the event, the consummation of the Offer is not completed on
or prior to the Long Stop Date (i.e., August 31, 2025, as mutually agreed by the Company, Neetish Sarda, Harsh
Binani, Saumya Binani, NS Niketan LLP, SNS Infrarealty LLP and the Investor pursuant to a letter dated June
27, 2025), or if our Company and the Selling Shareholders, in consultation with the BRLMs, decide not to
undertake the Offer, or (iv) in the event, the Offer is withdrawn or is unsuccessful due to any reason including
rejection of the Draft Red Herring Prospectus by SEBI, unless the parties agree to file to fresh draft red herring
prospectus with SEBI.
The SHA and Waiver cum Amendment Agreement shall terminate in their entirety without any further act or deed
required by any party upon commencement of listing and trading of the Equity Shares of our Company on the
Stock Exchanges pursuant to the Offer (“Consummation of the IPO”). Accordingly, the parties to the SHA will
not have any further rights upon Consummation of the IPO.
Share Subscription Agreement dated January 11, 2024 between our Company, Neetish Sarda, Harsh Binani,
Saumya Sarda, Neeta Sarda, Vision Comptech Integrators Limited, NS Niketan LLP, SNS Infrarealty LLP
(collectively, the “SSA Promoters”), and Anshu Gupta Exempt Childrens Trust (“AGECT”) (“AGECT SSA”)
Pursuant to the AGECT SSA, the Investor agreed to subscribe to and our Company agreed to issue and allot
500,000 equity shares constituting 0.51% of the then fully diluted share capital of our Company at a subscription
price of ₹269.00 per equity share to AGECT.
Share Subscription Agreement dated June 2, 2024 between our Company, Neetish Sarda, Harsh Binani,
Saumya Sarda, NS Niketan LLP, SNS Infrarealty LLP (collectively, the “SSA Promoters”), and Ananta Capital
Ventures Fund 1 (“Ananta Capital”) (“Ananta Capital SSA”)
Pursuant to the Ananta Capital SSA, the Investor agreed to subscribe to and our Company agreed to issue and
allot 1,115,241 equity shares at a subscription price of ₹269.00 per equity share to Ananta Capital.
Memorandum of understanding dated April 7, 2023, between Neetish Sarda and Harsh Binani (collectively,
the “MOU Promoters”), and Atul PN Family Trust and Atul DP Family Trust (collectively, the “Subscriber”)
(“MOU”)
Pursuant to the MOU, the Subscriber agreed to subscribe to and our Company agreed to issue and allot 48,000
equity shares at a subscription price of ₹260.00 per equity share to Subscriber.
Inter-se agreements between Shareholders
Other than as has been disclosed herein, as on the date of this Prospectus, there are no inter-se agreements/
arrangements to which our Company or any of the Promoters or Shareholders are a party to and there are no
clauses/ covenants which are material, and which needs to be disclosed, and that there are no other clauses /
covenants which are adverse / prejudicial to the interest of the minority / public shareholders of the Company or
which may have a bearing on the investment decision in connection with the Offer. Further, there are no other
304agreements, deed of assignments, acquisition agreements, shareholder agreements, inter-se agreements or
agreements of like nature.
Other agreements
Acquisition of assets of Keppel Real Estate Services Pte. Ltd.
Our Material Subsidiary, Smartworks Space Pte. Ltd. (“Singapore Subsidiary”) entered into a business transfer
agreement dated March 27, 2024 (“BTA”) with Keppel Real Estate Services Pte. Ltd. (“KRESPL”) pursuant to
which the Singapore Subsidiary purchased certain assets including equipment and systems used in the KLOUD
business of KRESPL (“Business”) with a view to carry on the Business as a going concern. Further, KRESPL
assigned to our Singapore Subsidiary its rights in certain lease agreements and license agreement entered into
between KRESPL and various customers and service providers (inclusive of license deposits) in relation to two
centres located in Singapore (“Acquisition”). The consideration of the Acquisition was US$ 2.085 million (₹
174.61 million) which was paid by the Singapore Subsidiary to KRESPL. The acquisition has been effective from
May 28, 2024. No valuation report has been obtained as on date.
Space Solutions India Pte. Ltd. (formerly Lisbrine Pte Limited) is an indirect subsidiary of Keppel Management
Ltd. (“KML”), and KML holds 100% of the share capital of KRESPL. Ho Kiam Kheong, our Non-Executive
(nominee) Director has been appointed on our Board by Space Solutions India Pte. Ltd. (formerly Lisbrine Pte
Limited). Other than to the extent of such appointment, neither our Promoters nor any of our Directors have any
relationship with KRESPL.
Share Purchase Agreement dated May 22, 2024, between Clean Max Enviro Energy Solutions Private Limited
(“Clean Max”), Clean Max Dos Private Limited (“Power Producer”) and our Company (“Share Purchase
Agreement”), shareholders’ agreement dated June 14, 2024, between Clean Max, Power Producer and our
Company (“Clean Max SHA”), performance incentive agreement dated June 14, 2024, between the Power
Producer and our Company (“Performance Incentive Agreement”) and the energy supply agreement dated
June 14, 2024, between the Power Producer and our Company (“Energy Supply Agreement”).
The Power Producer was incorporated by Clean Max as a special purpose vehicle intended to set up a captive
solar project having a solar capacity of 9.9 MWp (6.6 MW AC) in the state of Karnataka (“Project”). Pursuant to
the Share Purchase Agreement, our Company purchased 2,500 equity shares in the Power Producer equivalent to
25% of the total shareholding of the Power Producer from Clean Max for a purchase price of ₹ 0.03 million
(“Purchase”). The effective date of the Purchase was May 22, 2024. The parties entered into the Clean Max SHA
to define their mutual rights and obligations and set out the terms and conditions governing their respective
relationship as shareholders of the Power Producer inter se, as well as with the Power Producer. Pursuant to the
Clean Max SHA, our Company has been granted certain rights including but not limited to: (i) rights entitlement
up to ₹ 164.00 million in relation to the rights issue proposed to be made by the Power Producer in proportion to
the respective shareholding of the shareholders in the Power Producer, and (ii) call option and put option rights.
As per the valuation report dated June 13, 2024, the valuer concluded that the value of equity shares of the Power
Producer, on a non-marketable minority ownership basis, on a going concern premise as on March 31, 2024 was
negative i.e., (₹7.00) per share and it was concluded that since value per share was negative, the shares could be
acquired at any price as the seller and buyer may mutually agree. Neither our Promoters nor our Directors have
any relationship with Clean Max.
Our Company and the Power Producer have separately entered into the Energy Supply Agreement outlining the
terms and conditions under which the Power Producer will supply power generated from the Project to our
Company. Further, the parties have entered into the Performance Incentive Agreement pursuant to which our
Company has undertaken to incentivize the Power Producer to increase the energy delivered in terms of the
conditions set out therein.
Neither our Promoters nor any of the Key Managerial Personnel, Senior Management, Directors or employees of
our Company have entered into an agreement, 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.
Warrants subscription agreement dated March 2, 2023, executed between the Company, Neetish Sarda, Harsh
Binani and Deutsche Bank A.G., London Branch (“DB” and such warrants subscription agreement,
“Warrants Subscription Agreement”)
305In terms of the Warrants Subscription Agreement, DB had subscribed to 850,000 partly paid-up warrants each of
₹ 260 of our Company (“Warrants”) for an aggregate of ₹ 55,250,000. The total consideration for the Warrants
subscription was ₹ 221,000,000. DB by its letter dated August 2, 2024 has exercised the right to convert the
Warrants into Equity Shares and paid the balance consideration of ₹ 165,750,000 to our Company. The Board by
its resolution dated August 3, 2024 has allotted 850,000 Equity Shares to DB pursuant to its exercise and
conversion of the Warrants, pursuant to which DB has ceased to be a Warrant holder of the Company and has
become a Shareholder.
Except as disclosed herein, our Company has not entered into any other subsisting material agreement, other than
in the ordinary course of business.
Other than with respect to Ho Kiam Kheong, our Non-Executive (nominee) Director, who has been appointed on
our Board by Space Solutions India Pte. Ltd (formerly Lisbrine Pte. Limited), there are no agreements entered into
by our Shareholders, Promoters, members of the Promoter Group, related parties of our Company, Directors, Key
Managerial Personnel, employees of our Company, or of any of our Subsidiaries or associate, among themselves
or with our Company or with a third party, solely or jointly, which, either directly or indirectly or potentially or
whose purpose and effect is to, impact the management or control of our Company or impose any restriction or
create any liability upon the Company, as required to be disclosed pursuant to Clause 5A of Paragraph A of Part
A of Schedule III of the SEBI Listing Regulations.
Details of guarantees given to third parties by the Promoters participating in the Offer for Sale
Except as stated below, as on the date of this Prospectus, no guarantee has been issued by our Promoters offering
their Equity Shares in the Offer for Sale in relation to our Company:
Amount
Name of Amount
Type of outstanding
S. lender/ Name of Name of the guarantee Consider
borrowing/ as on April
No. bond borrower guarantor d (in ₹ ation
facility 30, 2025 (in
trustee million)
₹ million)
1. Catalyst Smartworks Unlisted, NS Niketan LLP and 1,250.00 598.96 NIL
Trusteeship Coworking unrated, senior, SNS Infrarealty LLP
Limited Spaces secured, non-
Limited convertible
bonds issued by
our Company
2. HDFC Bank Smartworks Term loan NS Niketan LLP and 2,301.80 867.93 NIL
Limited Coworking facility, SNS Infrarealty LLP
Spaces overdraft
Limited facility
3. Indian Bank Smartworks Term loan NS Niketan LLP and 1,070.00 729.37 NIL
Coworking facility SNS Infrarealty LLP
Spaces
Limited
4. DBS Bank Smartworks Term loan NS Niketan LLP and 200.00 60.86 NIL
India Coworking facility SNS Infrarealty LLP
Limited Spaces Term loan 400.00 128.17
Limited facility, vendor
financing,
working capital
loan and
overdraft
facility
5. Kotak Smartworks Term loan NS Niketan LLP and 400.00 378.88 NIL
Mahindra Coworking facility, SNS Infrarealty LLP
Bank Spaces overdraft
Limited Limited facility
6. ICICI Bank Smartworks Overdraft NS Niketan LLP and 300.00 291.24 NIL
Limited Coworking facility SNS Infrarealty LLP
Spaces
Limited
7. Poonawalla Smartworks Term loan NS Niketan LLP and 600.00 NA* NIL
306Amount
Name of Amount
Type of outstanding
S. lender/ Name of Name of the guarantee Consider
borrowing/ as on April
No. bond borrower guarantor d (in ₹ ation
facility 30, 2025 (in
trustee million)
₹ million)
Fincorp Coworking facility SNS Infrarealty LLP
Limited Spaces
Limited
* Sanctioned as on May 16, 2025.
The abovementioned guarantees are typically effective for a period till the underlying loan is repaid by the
respective borrower. The obligation on our Company would arise to the extent of repaying the respective lenders.
The financial implications in case of default by our Company would entitle the lenders to invoke the guarantee
given by the Promoter Selling Shareholders to the extent of outstanding loan amount. For indicative details of
security provided in relation to the loans, see, “Financial Indebtedness - Principal terms of the borrowings
currently availed by our Company” and “Restated Consolidated Financial Information – Note 19 - Borrowings.”
on pages 442 and 372.
Holding company
As on the date of this Prospectus, our Company does not have a holding company.
Our Subsidiaries
For details with respect to our Subsidiaries, see “Our Subsidiaries” on page 294.
Our associates or joint ventures
As on the date of this Prospectus, our Company has one associate, i.e., Clean Max Dos Private Limited, in
accordance with Regulation 2(e) of the SEBI ICDR Regulations. Clean Max Dos Private Limited is not an
associate of our Company in accordance with the applicable Ind AS.
As on the date of this Prospectus, our Company does not have any joint ventures.
307OUR MANAGEMENT
Board of Directors
Our Articles of Association require that our Board shall comprise of not less than three Directors and not more
than fifteen Directors, provided that our Shareholders may appoint more than fifteen Directors by way of a special
resolution in a general meeting. See “Main Provisions of our Articles of Association” on page 515 for details.
As on the date of filing this Prospectus, we have seven Directors on our Board of whom, three are Independent
Directors, including one-woman Independent Director. Our Company is in compliance with the corporate
governance requirements in relation to the composition of our Board and constitution of committees thereof, under
the SEBI Listing Regulations and the Companies Act, 2013.
The following table sets forth the details of our Board as on the date of this Prospectus:
Name, designation, date of birth, address,
Sr. Age
occupation, current term, period of Directorships in other companies
No. (years)
directorship and DIN
1. Atul Gautam 69 Indian Companies
Designation: Chairman and Non-Executive 1. Smartworks Tech Solutions Private Limited
Director 2. Smartworks Office Services Private Limited
3. Smartworks Stellar Services Private
Date of birth: December 30, 1955 Limited
Address: C – 203, Narwana Apartment, 89 – I P Foreign Companies
Extension, Patparganj, Delhi 110 092, New Delhi,
India NIL
Occupation: Professional services
Current term: Liable to retire by rotation
Period of directorship: Since June 21, 2024
DIN: 10641036
2. Neetish Sarda 31 Indian Companies:
Designation: Managing Director (Executive 1. Vision Comptech Integrators Limited
Director) 2. Smart IT Services Private Limited
3. Smartworks Tech Solutions Private Limited
Date of birth: July 17, 1993
4. Smartworks Office Services Private Limited
5. Smartworks Stellar Services Private
Address: 14/1, Judges Court Road, Alipore, Circus
Limited
Avenue, Kolkata 700 027, West Bengal, India
6. Aryadeep Realestates Private Limited
Occupation: Business
Foreign Companies:
Current term: Five years with effect from March 8,
NIL
2021
Period of directorship: Since incorporation i.e.
December 17, 2015
DIN: 07262894
3. Harsh Binani 36 Indian Companies:
Designation: Executive Director 1. Talbotforce Services Private Limited
2. Vision Digital Insurance TPA Private
Date of birth: April 30, 1989 Limited
3. Smartworks Tech Solutions Private Limited
308Name, designation, date of birth, address,
Sr. Age
occupation, current term, period of Directorships in other companies
No. (years)
directorship and DIN
Address: C/O, 244, Westend Marg, Kohinoor 4. Smartworks Office Services Private
Enclave, Saidulajab, Saidul Azaib, South Delhi, Limited
Delhi 110 030, New Delhi, India 5. Smartworks Stellar Services Private
Limited
Occupation: Business
Foreign Companies:
Current term: Five years with effect from October
1, 2022.
NIL
Period of directorship: Since October 1, 2019
DIN: 07717396
4. V K Subburaj 69 Indian Companies
Designation: Independent Director NIL
Date of birth: May 5, 1956 Foreign Companies
Address: No. 5, Officers Colony, NIL
Varatharajapuram, Velacherry, Chennai 600 042,
Tamil Nadu, India
Occupation: Professional
Current term: Five years with effect from July 16,
2024
Period of directorship: Since July 16, 2024
DIN: 02402775
5. Rajeev Rishi 65 Indian Companies
Designation: Independent Director 1. Arthmate Financing India Private Limited
Date of birth: August 30, 1959 Foreign Companies
Address: Sidhant Rishi, Oberoi Esquire, Block A, NIL
Flat No. 1002, Off Western Express Highway,
Mumbai 400 063, Maharashtra, India
Occupation: Professional
Current term: Five years with effect from July 16,
2024
Period of directorship: Since July 16, 2024
DIN: 03557148
6. Pushpa Mishra 53 Indian Companies
Designation: Independent Director 1. Nexome Capital Market Limited (formerly
known as SMIFS Capital Market Limited)
Date of birth: June 11, 1972 2. SMIFS Capital Services Limited
Address: 60/2, Pashupati Bhattacharya Road, Foreign Companies
Paschim Putiari, Kolkata 700 041, West Bengal,
India
NIL
309Name, designation, date of birth, address,
Sr. Age
occupation, current term, period of Directorships in other companies
No. (years)
directorship and DIN
Occupation: Professional
Current term: Five years with effect from August 3,
2024
Period of directorship: Since August 3, 2024
DIN: 07898390
7. Ho Kiam Kheong 63 Indian Companies
Designation: Non-Executive (nominee) Director^ 1. Pune Kharadi Tower Private Limited
2. Keppel IA Management India Private
Date of birth: November 28, 1961 Limited
3. Bangalore Tower Private Limited
Address: 32, Siglap Avenue, Singapore 456 306 4. Keppel Puravankara Development Private
Limited
Occupation: Employment 5. Keppel Real Estate India Private Limited
(Formerly known as Keppel Land India
Current term: Liable to retire by rotation Private Limited)
6. Kapstone Constructions Private Limited
Period of directorship: Since July 16, 2024
7. Keppel Data Centres (India) Private
Limited
DIN: 08661195
8. Chennai Business Tower Private Limited
(formerly known as RMZ Infinity
(Chennai) Private Limited
Foreign Companies
1. Lipalton Pte. Ltd
2. Space Solutions India Pte. Ltd (formerly
Lisbrine Pte. Limited)
3. Keppel Land Investments (India) Pte. Ltd
(formerly known as Wisley Pte. Ltd)
4. Keppel India FPI One Pte. Ltd
5. Straits Mansfield Property Marketing Pte.
Ltd
6. Mansfield Investments Pte. Ltd
7. Celestite Pte. Ltd
8. Paraiba Pte. Ltd
9. Keppel Investment (Mauritius) Pte. Ltd
^ Nominee of Space Solutions India Pte. Ltd.(formerly Lisbrine Pte Limited)
Note: In accordance with the Articles of Association, all the Directors, excluding, the Independent Directors, are liable to retire by rotation.
Brief profiles of our Directors
Atul Gautam is the Chairman and a Non-Executive Director of our Company. He holds a bachelor’s degree in
science from University of Lucknow and a master’s degree in western history from University of Lucknow. Prior
to joining our Company, he was associated with Punjab National Bank for over three decades. He has also been
associated with the Indian Banks’ Association as a senior advisor. He has around 42 years of experience in the
field of banking and financial sector. He has been associated with our Company as a director since 2024.
Neetish Sarda is the Managing Director of our Company. He is also the founder of our Company. He is
responsible for overseeing critical operational and growth-oriented functions of the Company. He directs the C-
suite/senior management and teams responsible for sales, business development, operations, product, and
technology functions of the Company. He holds a bachelor’s degree in science from University of London. He
has been conferred with various awards such as the India’s Impactful CEO 2024 Award by ET Edge, ranked
within the top 10 among the youngest founders at the IDFC FIRST Private & Hurun India’s Top 200 Self-made
310Entrepreneurs of the Millennia, Co-Working Young Achiever of the Year – National by Realty+ at the Co-
Working Conclave & Excellence Awards 2023, the Dynamic Entrepreneur of the Year (Business Transformation)
award by the Entrepreneur Awards 2023, India’s Top 200 Self-made Entrepreneurs of the Millennia 2023 by
IDFC First Private Banking and Hurun India and, Grohe Hurun India Real Estate 100 recognised him as the
youngest real estate leader in 2024. He has over nine years of experience in the field of flexible workspaces. He
has also been associated with Vision Comptech Integrators Limited as a director. He has been associated with our
Company since its incorporation i.e. December 17, 2015.
Harsh Binani is an Executive Director of our Company. He is also the co-founder of our Company. He is
responsible for overseeing finance, corporate and support functions of the Company. He directs the C-suite/senior
management and teams responsible for investor relations, finance and accounts, marketing, and human resources
functions of the Company. He holds a bachelor’s degree in economics (honours) from Shri Ram College of
Commerce, University of Delhi and a master’s in business administration from J.L. Kellogg School of
Management, Northwestern University, USA with specialisation in finance. He has been featured in the 40 under
40 Achievers in pushing new boundaries and establishing new benchmarks for industry in the 7th edition of BW
Disrupt. Prior to joining our Company, he was associated with McKinsey & Company, Chicago. He has around
fourteen years of experience in management consulting and flexible workspace industry. He has been associated
with our Company since 2017.
V K Subburaj is an Independent Director of our Company. He holds a bachelor’s and master’s degree in science
with specialisation in agriculture from Tamil Nadu Agricultural University, Tamil Nadu, and a doctor of
philosophy in agriculture from Gandhigram Rural University, Tamil Nadu. He was an IAS officer and served as
the secretary to the Department of Pharmaceuticals, Ministry of Chemicals and Fertilisers, Government of India.
He has over 33 years of experience in administration services in various Ministries of the Government of India.
He has also been a technical member on the National Company Law Tribunal, New Delhi. He has been associated
with our Company since 2024.
Rajeev Rishi is an Independent Director of our Company. He holds a bachelor’s degree in arts and a bachelor’s
degree in law from Panjab University, as well as a diploma in advanced human resource management from Ross
School of Business, University of Michigan, USA. He is a member of the Indian Institute of Banking. He has
previously been associated with Indian Banks’ Association, Oriental Bank of Commerce, Central Bank of India,
and YES Trustee Limited. He has more than 37 years of experience in the banking sector of India and has been
associated with our Company since 2024.
Pushpa Mishra is an Independent Director of our Company. She holds a bachelor’s degree in law from the
University of Calcutta. She has been enrolled with the Bar Council of West Bengal since November 19, 1997. She
has experience in the fields of commercial law, company law, arbitration law, constitutional law and other allied
laws. She has been associated with our Company since 2024.
Ho Kiam Kheong is a Non-Executive (nominee) Director of our Company, and a nominee of Space Solutions
India Pte Ltd. (formerly Lisbrine Pte Limited). He holds a degree in bachelor’s of engineering (civil) from the
National University of Singapore and a master’s of science degree in engineering from the University of
Liverpool. He currently serves as the chief executive officer for India, overseeing fund management and
investment at Keppel Capital International Pte. Ltd. Prior to him joining Keppel, he has served as the chief
development officer at Reem Investments, senior vice president of new markets at CapitaLand Residential
Limited, and has served in various positions at SembCorp Engineers and Constructors Pte. Ltd. He has more than
35 years of experience in real estate investments, development and operations across various geographies. He has
been appointed on our Board in 2024.
Confirmations
Our Directors are not, and during the five years prior to the date of this Prospectus, have not been on the board of
any listed company whose shares have been/ were suspended from being traded on the stock exchange(s) during
the term of his/her 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(s), during the term of their directorship in such companies.
No consideration, either in cash or shares or in any other form have been paid or agreed to be paid to any of our
Directors or to the firms, trusts or companies in which they have an interest in, by any person, either to induce
311any of our Directors to become or to help any of them qualify as a director, or otherwise for services rendered by
them or by the firm, trust or company in which they are interested, in connection with the promotion or formation
of our Company.
None of our Directors have been identified as a Wilful Defaulters or Fraudulent Borrowers.
None of our Directors have been declared a Fugitive Economic Offender.
Relationship between Directors, Key Managerial Personnel and Senior Management
Except for Neetish Sarda and Harsh Binani who are brothers-in-law, none of our Directors, Key Managerial
Personnel and Senior Management are related to each other. Further, none of our Independent Directors are
directly / indirectly related in any manner to our Company (except in their capacity as Directors of our Company),
Promoters, Promoter Group, Directors, Key Managerial Personnel or their relatives and are also not connected or
related to the Subsidiaries or the Group Companies of our Company.
Arrangements or understandings with major shareholders, customers, suppliers or others
Except for Ho Kiam Kheong, who has been nominated to our Board by Space Solutions India Pte. Ltd. (formerly
Lisbrine Pte Limited), there is no arrangement or understanding with the major Shareholders, customers, suppliers
or others, pursuant to which any of our Directors have been appointed. For further details, see “History and Certain
Corporate Matters – Details of subsisting shareholders’ agreements” on page 303.
Service contracts with Directors
We have not entered into any service contract with any Director, that provides for benefits upon termination of
employment.
Terms of appointment of our Executive Directors:
1. Neetish Sarda
Our Board at its meeting held on February 16, 2021, approved the re-appointment of Neetish Sarda as the
Managing Director for a period of five years with effect from March 8, 2021. The following table sets forth
the terms of appointment of Neetish Sarda pursuant to a resolution of our Board at its meeting held on July
31, 2024 and resolution of its Shareholders at a general meeting held on August 3, 2024.
Sr. No. Particulars Remuneration
1. Base compensation Base compensation: ₹ 17.50 million per annum with effect from August 1, 2024.
2. Annual bonus ₹ 2.50 million, milestone based on achieving operative revenue target of 25%
increase YoY.
3. Additional ₹ 20.00 million cash bonus which is contingent on the successful IPO listing of our
incentive^ Company.
^Pursuant to letter dated July 14, 2025, Neetish Sarda has agreed to forgo the additional incentive he is entitled to upon
listing of the Equity Shares of our Company.
2. Harsh Binani
Our Board at its meeting held on September 12, 2022, approved the reappointment of Harsh Binani as
Executive Director for a period of five years with effect from October 1, 2022. The following table sets forth
the terms of appointment of Harsh Binani pursuant to a resolution of the Board at its meeting held on July 31,
2024 and resolution of its shareholders at a general meeting held on August 3, 2024.
Sr. No. Particulars Remuneration
1. Base compensation Base compensation: ₹ 17.50 million per annum with effect from August 1, 2024.
2. Annual bonus ₹ 2.50 million, milestone based on achieving operative revenue target of 25%
increase YoY.
3. Additional ₹ 20.00 million cash bonus which is contingent on the successful IPO listing of our
incentive^ Company.
312^Pursuant to letter dated July 14, 2025, Harsh Binani has agreed to forgo the additional incentive he is entitled to upon
listing of the Equity Shares of our Company.
Terms of appointment of our Non-Executive Directors
Our Non-Executive Directors are not entitled to receive any remuneration or sitting fees from our Company.
Terms of appointment of our Independent Directors
Our Independent Directors are entitled to receive sitting fees of ₹ 50,000 per meeting for attending meetings of
the Board and ₹ 25,000 per meeting for attending meetings of the committees of the Board, within the limits
prescribed under the Companies Act, 2013.
Our Non-Executive Director and Independent Directors are not entitled to receive any commission from our
Company.
Payments or benefits to Directors
Our Company has not entered into any contract appointing or fixing the remuneration of a Director in the two
years preceding the date of this Prospectus other than in the ordinary course of their employment.
In Fiscal 2025, except for Atul Gautam, who has received payment of ₹ 2.31 million for consultancy services as
approved by a board resolution dated July 31, 2024, our Company has not paid any compensation or granted any
benefit on an individual basis to any of our Directors (including contingent or deferred compensation) other than
the remuneration, sitting fees and/ or commission paid to them for such period. For further details, please see
“Summary of the Offer Document – Summary of Related Party Transactions” and “Financial Information –
Related Party Transactions” on pages 32 and 398, respectively. The remuneration paid to our Directors in Fiscal
2025 is as follows:
1. Executive Directors
The details of the remuneration paid to our Executive Directors for Fiscal 2025 is as set out below:
Sr. No. Name of Director Designation Remuneration (in ₹ million)
1. Neetish Sarda Managing Director 18.08
2. Harsh Binani Executive Director 18.08
2. Non-Executive Director
The details of the remuneration paid to our Non-Executive Directors for Fiscal 2025 is as set out below:
Sr. No. Name of Director Designation Remuneration (in ₹ million)
1. Atul Gautam Chairman and Non-Executive Director Nil
2. Ho Kiam Kheong Non-Executive (nominee) Director Nil
3. Independent Directors
The details of the remuneration paid to our Independent Directors for Fiscal 2025 is as set out below:
Sr. No. Name of Director Designation Remuneration (in ₹ million)
1. V K Subburaj Independent Director 0.50
2. Rajeev Rishi Independent Director 0.50
3. Pushpa Mishra Independent Director 0.28
Remuneration paid or payable by our Subsidiaries or Associate
None of our Directors have been paid any remuneration from our Subsidiaries or Associate, including any
313contingent or deferred compensation accrued, in Fiscal 2025.
Shareholding of the Directors in our Company
Our Articles of Association do not require our Directors to hold any qualification shares.
Except as disclosed below, as on the date of this Prospectus, none of our Directors hold any Equity Shares in our
Company:
Sr. Number of Equity Shares held of Percentage of the pre-Offer paid-
Name of the Director
No. Face Value ₹ 10 up Equity Share capital (%)
1. Neetish Sarda 3,277 Negligible
Shareholding of the Directors in our Subsidiaries
Except for our Executive Director, Harsh Binani, who holds equity shares in our Indian Subsidiaries, as a nominee
of our Company and as mentioned under “Our Subsidiaries – Indian Subsidiaries” on page 294, as on the date of
this Prospectus, none of our Directors hold any shares in the Subsidiaries of our Company.
Borrowing Powers
Pursuant to our Articles of Association, Section 180(1)(c) and other applicable provisions of the Companies Act,
2013, and pursuant to a resolution of the Shareholders dated August 3, 2024 respectively, our Board has been
authorised to borrow money, as and when required, from, including without limitation, any bank and/or other
financial institution and/or non-banking financial companies and/or foreign lender and/or anybody corporate- /
entity / entities, either in rupees or in such other foreign currencies as may be permitted by law from time to time,
as may be deemed appropriate by the Board for an aggregate amount not exceeding a sum of ₹ 8,000.00 million
notwithstanding that the money so borrowed together with the monies already borrowed by our Company, if any
(apart from temporary loans obtained from the Company’s bankers in ordinary course of business), may exceed
the aggregate of the paid-up share capital of our Company and its free reserves.
Bonus or profit-sharing plan for our Directors
Except for our Executive Directors who are entitled to receive an annual bonus as mentioned under “Our
Management – Terms of Appointment of our Executive Directors”, our Company does not have any performance
linked bonus or a profit-sharing plan for our Directors.
Contingent and deferred compensation payable to Directors
Except for our Executive Directors who are entitled to receive contingent compensation as mentioned under “Our
Management – Terms of Appointments of our Executive Directors”, no contingent or deferred compensation is
payable to our Directors, which does not form part of their remuneration.
Interest of Directors
All our Directors may be deemed to be interested to the extent of remuneration and reimbursement of expenses,
if any, payable to them by our Company as well as sitting fees, if any, payable to them for attending meetings of
our Board or a committee thereof, as well as to the extent of other remuneration and reimbursement of expenses,
other fees, if any, payable to them.
Our Directors may be interested to the extent of Equity Shares, if any, held by them, or held by the entities in
which they are associated as partners, promoters, directors, proprietors, members or trustees, 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 Offer, or equity shares held by them in our
Subsidiaries, if any, and any dividend and other distributions payable in respect of such Equity Shares. For further
details regarding the shareholding of our Directors, see “ - Shareholding of the Directors in our Company” on
page 314.
Certain of our 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
314directorships or any partnership firm in which they are partners.
Our Company has outsourced the facility management and common area maintenance of our Centres to
Talbotforce, a member of our Promoter Group, pursuant to the service agreement dated February 4, 2020 (renewed
on a year-on-year basis) entered into between our Company and Talbotforce. Harsh Binani, one of our Promoters,
is a promoter and director of Talbotforce. Saumya Binani, one of our Promoters, is also a promoter of Talbotforce.
Our Company has taken on lease a Centre at Victoria Park in Kolkata from Vision Comptech Integrators Limited,
a member of our Promoter Group. Neetish Sarda, one of our Individual Promoter and Managing Director and
Saumya Binani, one of our Individual Promoter, are directors of Vision Comptech Integrators Limited.
Except as disclosed above, our Directors do not have any interest in any property acquired by our Company in the
preceding three years from the date of this 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.
Other than in the ordinary course of business, as disclosed herein and in “Related Party Transactions” on page
398, our Directors do not have any other business interest in our Company. For further details, refer to related
party transactions in “Related Party Transactions” on page 398.
Except for Neetish Sarda, Managing Director and Harsh Binani, Executive Directors, who are our Individual
Promoters of the Company, none of our Directors have any interest in the promotion or formation of our Company.
As on the date of this Prospectus, no loans have been availed by our Directors from our Company.
As on the date of this Prospectus, no loans have been given by our Directors to our Company.
There are no material existing or anticipated transactions in in relation to the utilisation of the offer proceeds or
projects costs with any Director.
Changes to our Board in the last three years
The changes to our Board during the three years immediately preceding the date of this Prospectus are set forth
below.
Sr.
Name Date of appointment/ cessation Reason
No.
1. Pushpa Mishra August 3, 2024 Appointment as an Independent Director
2. Ramya Hariharan July 18, 2024 Resignation as an independent director due to
professional exigencies
3. V K Subburaj July 16, 2024 Appointment as an Independent Director
4. Rajeev Rishi July 16, 2024 Appointment as an Independent Director
5. Ho Kiam Kheong ^ July 16, 2024 Appointment as a Non-Executive (nominee)
Director
6. Ramya Hariharan June 28, 2024 Appointment as an independent director
7. Atul Gautam June 21, 2024 Appointment as a Non-Executive Director
8. Harsh Binani October 1, 2022 Re-appointment as an Executive Director
Note: The table above does not include certain changes including regularisation or change in designations.
^ Nominee of Space Solutions India Pte. Ltd. (formerly Lisbrine Pte Limited)
Corporate Governance
The provisions of the Companies Act, 2013 along with the SEBI Listing Regulations, with respect to corporate
governance, will be applicable to our Company immediately upon the listing of the Equity Shares on the Stock
Exchanges. Our Company is in compliance with the corporate governance requirements in relation to the
composition of our Board and constitution of committees thereof, under the SEBI Listing Regulations and the
Companies Act, 2013.
As on the date of filing this Prospectus, our Board comprises of seven Directors including two Executive
Directors, two Non-Executive Directors, and three Independent Directors (including one woman Director). The
Chairman of our Board is a Non-Executive Director.
315Committees of our Board
Our Board may constitute committees to delegate certain powers as permitted under the Companies Act, 2013.
In terms of the SEBI Listing Regulations and the provisions of the Companies Act, 2013, our Company has
constituted the following Board-level committees:
1. Audit Committee
The Audit committee was constituted by a resolution of our Board dated July 23, 2024. The current
constitution of the Audit committee is as follows:
Sr No Name of Director Position in the Committee Designation
1. Rajeev Rishi Chairperson Independent Director
2. V K Subburaj Member Independent Director
3. Atul Gautam Member Chairman and Non-Executive
Director
Punam Dargar, Company Secretary of the Company shall act as the secretary to the Audit Committee.
The Audit Committee shall be responsible for, among other things, as may be required by the stock
exchange(s) from time to time. The scope and function of the Audit committee is in accordance with
Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI Listing Regulations and its terms
of reference are as follows:
The Audit Committee shall have powers, which should include the following:
(i) To investigate any activity within its terms of reference;
(ii) To seek information that it properly requires from any employee of the Company or any associate or
subsidiary, joint venture Company in order to perform its duties and all employees are directed by
the Board to co-operate with any request made by the Committee from such employees;
(iii) To obtain outside legal or other professional advice;
(iv) To secure attendance of outsiders with relevant expertise, if it considers necessary and to seek their
advice, whenever required;
(v) To approve the disclosure of the Key Performance Indicators to be disclosed in the documents in
relation to the initial public offering of the equity shares of the Company; and
(vi) Such powers as may be prescribed under the Companies Act and SEBI Listing Regulations.
The role of the Audit Committee shall include the following:
(i) Oversight of the Company’s financial reporting process, examination of the financial statement and
the auditors’ report thereon and the disclosure of its financial information to ensure that the financial
statement is correct, sufficient, and credible;
(ii) Recommendation to the Board for appointment, re-appointment and replacement, remuneration and
terms of appointment of auditors of the Company and the fixation of audit fee;
(iii) Approval of payments to statutory auditors for any other services rendered by the statutory auditors
of the Company;
(iv) 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 section 134(3)(c) of the Companies Act;
(b) Changes, if any, in accounting policies and practices and reasons for the same;
316(c) Major accounting entries involving estimates based on the exercise of judgment by the
management of the Company;
(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.
(v) Reviewing, with the management, the quarterly, half-yearly and annual financial statements before
submission to the Board for approval;
(vi) Monitoring the end use of funds raised through public offers and 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 utilised 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. This also includes monitoring the use/ application of the funds
raised through the proposed initial public offer by the Company;
(vii) Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit
process;
(viii) Formulating a policy on related party transactions, which shall include materiality of related party
transactions and the definition of material modifications of related party transactions;
(ix) Approval of any subsequent modifications of transactions of the Company with related parties and
omnibus approval (in the manner specified under the SEBI Listing Regulations and Companies Act)
for related party transactions proposed to be entered into by the Company. Provided that only those
members of the committee, who are independent directors, shall approve related party transactions;
Explanation: The term "related party transactions" shall have the same meaning as provided in
Regulation 2(1)(zc) of the SEBI Listing Regulations and/or the applicable Accounting Standards
and/or the Companies Act.
(x) Approval of related party transactions to which the subsidiary(ies) of the Company is/are a party, but
the Company is not a party, if the value of such transaction whether entered into individually or taken
together with previous transactions during a financial year exceeds 10% of the annual consolidated
turnover as per the last audited financial statements of the Company, subject to such other conditions
prescribed under the SEBI Listing Regulations;
(xi) Review, at least on a quarterly basis, the details of related party transactions entered into by the
Company pursuant to each of the omnibus approvals given;
(xii) Scrutiny of inter-corporate loans and investments;
(xiii) Valuation of undertakings or assets of the company, wherever it is necessary;
(xiv) Evaluation of internal financial controls and risk management systems;
(xv) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the
internal control systems;
(xvi) 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;
(xvii) Discussion with internal auditors of any significant findings and follow up there on;
317(xviii) 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;
(xix) 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;
(xx) Looking into the reasons for substantial defaults in the payment to the depositors, debenture holders,
shareholders (in case of non-payment of declared dividends) and creditors;
(xxi) Reviewing the functioning of the whistle blower mechanism;
(xxii) Approval of the appointment of the Chief Financial Officer of the Company (“CFO”) (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;
(xxiii) To formulate, review and make recommendations to the Board to amend the Audit Committee’s terms
of reference from time to time;
(xxiv) Overseeing a vigil mechanism established by the Company, providing for adequate safeguards against
victimisation of employees and directors who avail of the vigil mechanism and also provide for direct
access to the Chairperson of the Audit Committee for directors and employees to report their genuine
concerns or grievances;
(xxv) Reviewing the utilisation of loans and/or advances from/investment by the Company in the subsidiary
exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including
existing loans/ advances/ investments;
(xxvi) Considering and commenting on rationale, cost-benefits and impact of schemes involving merger,
demerger, amalgamation etc., on the Company and its shareholders;
(xxvii) Carrying out any other function as is mentioned in the terms of reference of the Audit Committee;
and
(xxviii) Carrying out any other functions and roles as provided under the Companies Act, the SEBI Listing
Regulations, each as amended and other applicable laws or by any regulatory authority and
performing such other functions as may be necessary or appropriate for the performance of its duties.
The Audit Committee shall mandatorily review the following information:
(i) Management discussion and analysis of financial condition and results of operations;
(ii) Management letters/letters of internal control weaknesses issued by the statutory auditors of the
Company;
(iii) Internal audit reports relating to internal control weaknesses;
(iv) Review of financial statements, specifically, for investments made by any unlisted subsidiary;
(v) The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to
review by the Audit Committee;
(vi) Statement of deviations:
(i) quarterly statement of deviation(s) including report of monitoring agency, if applicable,
submitted to stock exchange(s) in terms of Regulation 32(1) of the SEBI Listing
Regulations; and
(ii) annual statement of funds utilised for purposes other than those stated in the offer
document/prospectus/notice in terms of Regulation 32(7) of the SEBI Listing Regulations.”
(vii) To carry out such other functions as may be specifically referred to the Committee by the Board of
Directors and/or other Committees of Directors of the Company; and
318(viii) To make available its terms of reference and review periodically those terms of reference and its own
effectiveness and recommend any necessary changes to the Board.
The Audit Committee is required to meet at least four times in a year, with no more than 120 days elapsing
between two meetings.
2. Nomination and Remuneration Committee (“NR Committee”)
The NR Committee was constituted by a resolution of our Board dated July 23, 2024. The current constitution
of the NR Committee is as follows:
Sr
Name of Director Position in the Committee Designation
No
1. V K Subburaj Chairperson Independent Director
2. Rajeev Rishi Member Independent Director
3. Atul Gautam Member Chairman and Non-Executive Director
The scope and function of the NR Committee is in accordance with Section 178 of the Companies Act,
2013 read with Regulation 19 of the SEBI Listing Regulations and its terms of reference are as follows:
(a) 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;
The NR Committee, while formulating the above policy, should ensure that:
(i) 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;
(ii) relationship of remuneration to performance is clear and meets appropriate performance
benchmarks; and
(iii) 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.
For every appointment of an independent director, the NR Committee shall evaluate the balance of
skills, knowledge and experience on the Board and on the basis of such evaluation, prepare 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 Committee may:
(i) use the services of an external agencies, if required;
(ii) consider candidates from a wide range of backgrounds, having due regard to diversity; and
(iii) consider the time commitments of the candidates.
(b) Formulation of criteria for evaluation of performance of independent directors and the Board;
(c) Devising a policy on Board diversity;
(d) Identifying persons who are qualified to become directors of the Company and who may be
appointed as senior management in accordance with the criteria laid down and recommend to the
Board their appointment and removal;
(e) Analysing, monitoring and reviewing various human resource and compensation matters;
(f) Determining the Company’s policy on specific remuneration packages for executive directors
including pension rights and any compensation payment, and determining remuneration packages
of such directors;
319(g) Recommending the remuneration, in whatever form, payable to the senior management personnel
and other staff (as deemed necessary);
(h) Reviewing and approving compensation strategy from time to time in the context of the then current
Indian market in accordance with applicable laws;
(i) Determining 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;
(j) 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;
(k) Administering, monitoring and formulating the employee stock option scheme/plan approved by the
Board and shareholders of the Company in accordance with the applicable laws:
(i) Determining the eligibility of employees to participate under the ESOP scheme;
(ii) Determining the quantum of option to be granted under the ESOP scheme per employee
and in aggregate;
(iii) Date of grant;
(iv) Determining the exercise price of the option under the ESOP scheme;
(v) The conditions under which option may vest in employee and may lapse in case of
termination of employment for misconduct;
(vi) The exercise period within which the employee should exercise the option and that option
would lapse on failure to exercise the option within the exercise period;
(vii) The specified time period within which the employee shall exercise the vested option in the
event of termination or resignation of an employee;
(viii) The right of an employee to exercise all the options vested in him at one time or at various
points of time within the exercise period;
(ix) Re-pricing of the options which are not exercised, whether or not they have been vested if
stock option rendered unattractive due to fall in the market price of the equity shares;
(x) The grant, vest and exercise of option in case of employees who are on long leave;
(xi) Allow exercise of unvested options on such terms and conditions as it may deem fit;
(xii) Formulate the procedure for funding the exercise of options;
(xiii) The procedure for cashless exercise of options;
(xiv) Forfeiture/ cancellation of options granted;
(xv) Formulate the procedure for buy-back of specified securities issued under the Securities
and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021, if to be undertaken at any time by the Company, and the applicable
terms and conditions, including:
• permissible sources of financing for buy-back;
• any minimum financial thresholds to be maintained by the Company as per its last
financial statements; and
• limits upon quantum of specified securities that the Company may buy-back in a
financial year.
320(xvi) Formulating and implementing the procedure for making a fair and reasonable adjustment
to the number of options and to the exercise price in case of corporate actions such as rights
issues, bonus issues, merger, sale of division and others. In this regard following shall be
taken into consideration:
• the number and the price of stock option shall be adjusted in a manner such that
total value of the option to the employee remains the same after the corporate
action;
• for this purpose, global best practices in this area including the procedures
followed by the derivative markets in India and abroad may be considered; and
• the vesting period and the life of the option shall be left unaltered as far as possible
to protect the rights of the employee who is granted such option.
(l) Construing and interpreting the ESOP scheme and any agreements defining the rights and
obligations of the Company and eligible employees under the ESOP scheme, and prescribing,
amending and/or rescinding rules and regulations relating to the administration of the ESOP scheme;
(m) Framing suitable policies, procedures and systems to ensure that there is no violation of securities
laws, as amended from time to time, including:
(i) the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
2015, as amended;
(ii) the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade
Practices Relating to the Securities Market) Regulations, 2003, as amended; and
(iii) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 by the
Company and its employees, as applicable.
(n) Performing such other activities as may be delegated by the Board and/or are statutorily prescribed
under any law to be attended to by the NR Committee; and
(o) Such terms of reference as may be prescribed under the Companies Act, SEBI Listing Regulations
and other applicable laws or by any regulatory authority and performing such other functions as may
be necessary or appropriate for the performance of its duties.”
The NR Committee shall meet at least once a year.
3. Stakeholders Relationship Committee (“SR Committee”)
The SR Committee was constituted by a resolution of our Board dated July 23, 2024. The current
constitution of the SR Committee is as follows:
Sr No Name of Director Position in the Committee Designation
1. Atul Gautam Chairperson Chairman and Non-Executive
Director
2. V K Subburaj Member Independent Director
3. Harsh Binani Member Executive Director
4. Ho Kiam Kheong Member Non-Executive (nominee)
Director
The scope and function of the SR committee is in accordance with Section 178 of the Companies Act and
Regulation 20 of the SEBI Listing Regulations and its terms of reference are as follows:
(a) Redressal of all security holders’ and investors’ grievances such as complaints related to
transfer/transmission of shares, including non-receipt of share certificates and review of cases for
refusal of transfer/transmission of shares and debentures, non-receipt of balance sheet, non-receipt
of declared dividends, non-receipt of annual reports, general meetings etc., and assisting with
quarterly reporting of such complaints;
321(b) Reviewing of measures taken for effective exercise of voting rights by shareholders;
(c) Investigating complaints relating to allotment of shares, approval of transfer or transmission of
shares, debentures or any other securities;
(d) Giving effect to all allotments, transfer/transmission of shares and debentures, dematerialisation of
shares and re-materialisation of shares, split and issue of duplicate/consolidated/new share
certificates, compliance with all the requirements related to shares, debentures and other securities
from time to time;
(e) Reviewing the measures and initiatives taken by the Company for reducing the quantum of
unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory
notices by the shareholders of the Company;
(f) Reviewing the adherence to the service standards by the Company with respect to various services
rendered by the registrar and transfer agent of the Company and to recommend measures for overall
improvement in the quality of investor services;
(g) Considering and specifically looking into various aspects of interest of shareholders, debenture
holders or holders of any other securities;
(h) Formulation of procedures in line with the statutory guidelines to ensure speedy disposal of various
requests received from shareholders from time to time;
(i) To further delegate all or any of the power to any other employee(s), officer(s), representative(s),
consultant(s), professional(s) or agent(s);
(j) To authorise affixation of common seal of the Company; and
(k) Carrying out such other functions as may be specified by the Board from time to time or
specified/provided under the Companies Act or SEBI Listing Regulations, or by any other regulatory
authority.”
The SR Committee shall meet at least once a year.
4. Risk Management Committee
The Risk Management Committee was constituted by a resolution of our Board dated July 23, 2024. The
current constitution of the Risk Management Committee is as follows:
Sr No Name of Director Position in the Committee Designation
1. Rajeev Rishi Chairperson Independent Director
2. Harsh Binani Member Executive Director
3. Neetish Sarda Member Managing Director
The scope and function of the Risk Management Committee is in accordance with Regulation 21 of the
SEBI Listing Regulations and its terms of reference are as follows:
(i) To formulate a detailed risk management policy which shall include:
(i) framework for identification of internal and external risks specifically faced by the Company,
in particular including financial, operational, sectoral, sustainability (particularly,
Environmental, Social and Governance (ESG) related risks), information, cyber security risks
or any other risk as may be determined by the Committee;
(ii) Measures for risk mitigation including systems and processes for internal control of identified
risks; and
322(iii) Business continuity plan.
(ii) To approve major decisions affecting the risk profile or exposure and give appropriate directions;
(iii) To consider the effectiveness of decision making process in crisis and emergency situations;
(iv) To balance risks and opportunities;
(v) To generally, assist the Board in the execution of its responsibility for the governance of risk;
(vi) To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate
risks associated with the business of the Company;
(vii) To review and recommend potential risk involved in any new business plans and processes;
(viii) To review the Company’s risk-reward performance to align with the Company’s overall policy
objectives;
(ix) To monitor and oversee implementation of the risk management policy, including evaluating the
adequacy of risk management systems;
(x) To periodically review the risk management policy, at least once in two years, including by
considering the changing industry dynamics and evolving complexity;
(xi) To keep the board of directors informed about the nature and content of its discussions,
recommendations and actions to be taken;
(xii) The appointment, removal and terms of remuneration of the Chief Risk Officer shall be subject to
review by the Risk Management Committee.
(xiii) To seek information from any employee, obtain outside legal or other professional advice and secure
attendance of outsiders with relevant expertise, if it considers necessary.
(xiv) Laying down risk assessment and minimisation procedures and the procedures to inform Board of
the same;
(xv) Framing, implementing, reviewing and monitoring the risk management plan for the Company and
such other functions, including cyber security; and
(xvi) Performing such other activities as may be delegated by the Board and/or are statutorily prescribed
under any law to be attended to by the Risk Management Committee or by any regulatory authority
and performing such other functions as may be necessary or appropriate for the performance of its
duties.”
The Risk Management Committee shall meet at least twice in a year in such a manner that on a continuous
basis not more than two hundred and ten days shall elapse between any two consecutive meetings.
5. Corporate Social Responsibility Committee (“CSR Committee”)
The CSR Committee was constituted by a resolution of our Board dated July 23, 2024. The current
constitution of the CSR Committee is as follows:
Sr
Name of Director Position in the Committee Designation
No
1. Neetish Sarda Chairperson Managing Director
2. V K Subburaj Member Independent Director
3. Harsh Binani Member Executive Director
The terms of reference of the CSR Committee framed in accordance with Section 135 of the Companies Act,
2013, and any other applicable provisions. The CSR Committee shall be responsible for:
323a. Formulating and recommending to the Board, a corporate social responsibility policy which shall
indicate the activities to be undertaken by the Company as specified in Schedule VII of the
Companies Act and the rules made thereunder, monitor the implementation of the same from time
to time and make any revisions therein as and when decided by the Board;
b. To identify corporate social responsibility policy partners and corporate social responsibility policy
programmes;
c. To review and recommend the amount of expenditure to be incurred for the corporate social
responsibility activities and the distribution of the same to various corporate social responsibility
programmes undertaken by the Company;
d. To formulate and recommend to the Board, an annual action plan in pursuance to the Corporate
Social Responsibility Policy, which shall include the following, namely:
(i) the list of Corporate Social Responsibility projects or programmes that are approved to be
undertaken in areas or subjects specified in the Schedule VII of the Companies Act, 2013;
(ii) the manner of execution of such projects or programmes as specified in Rule 4 of the
Companies (Corporate Social Responsibility Policy) Rules, 2014;
(iii) the modalities of utilization of funds and implementation schedules for the projects or
programmes;
(iv) monitoring and reporting mechanism for the projects or programmes; and details of need
and impact assessment, if any, for the projects undertaken by the company;
e. To delegate responsibilities to the corporate social responsibility team and supervise proper
execution of all delegated responsibilities;
f. To review and monitor the implementation of corporate social responsibility programmes and
issuing necessary directions as required for proper implementation and timely completion of
corporate social responsibility programmes; and
g. To perform such other duties and functions as the Board may require the corporate social
responsibility committee to undertake to promote the corporate social responsibility activities of the
Company and exercise such other powers as may be conferred upon the CSR Committee in terms of
the provisions of Section 135 of the Companies Act and the Companies (Corporate Social
Responsibility Policy) Rules, 2014 or other applicable law.
324Management organisation chart
325Key Managerial Personnel
In addition to Neetish Sarda, our Managing Director and Harsh Binani, our Executive Director whose details are
provided in “- Brief Profiles of our Directors” on page 310, the details of our other Key Managerial Personnel as
on the date of this Prospectus are as set forth below:
Punam Dargar is the Company Secretary and Compliance Officer of our Company. She is currently responsible
for corporate secretarial and compliance functions of the Company. She holds a bachelor’s degree in commerce
from the University of Calcutta. She is an associate member of the Institute of Company Secretaries of India.
Prior to joining our Company, she was associated with Agarpara Jute Mills Limited, on a freelance basis for
secretarial functions. She has been associated with our Company since January 7, 2020 and has received a
remuneration of ₹ 2.22 million in Fiscal 2025.
Sahil Jain is the Chief Financial Officer of our Company. He is currently responsible for accounting, banking,
and secretarial functions within our Company. He holds a bachelor’s degree in commerce from St. Xaviers
College, Kolkata, and a general management program for young leaders conducted by the Indian Institute of
Management, Bangalore. He is a fellow member of both the Institute of Chartered Accountants of India and the
Institute of Company Secretaries of India. He achieved an All India Rank of 24 (Joint Rank) in the foundation
programme examination of the Company Secretaryship held in June, 2010. He has also cleared two levels of the
Chartered Financial Analyst Institute, USA. He was previously associated with Religare Finvest Limited as an
executive trainee, and Vision Comptech Integrators Limited as a business development and administration
manager. He was also associated with our Company between 2018 and 2019 as the vice president – accounts.
Thereafter, he has been associated with our Company, since June 6, 2022 and has received a remuneration of ₹
7.72 million in Fiscal 2025.
Senior Management
In addition to our Chief Financial Officer, Sahil Jain and our Company Secretary and Compliance Officer, Punam
Dargar who are also our Key Managerial Personnel and who details have been disclosed above, the details of our
Senior Management as on the date of this Prospectus are as set forth below:
Pratik Ravindra Agarwal is the Chief Business Officer of our Company. He currently oversees the management
of the Company’s sales, business development, account management and real estate leasing verticals. He holds a
bachelor’s degree in science and a diploma in economics from the University of London. He has been associated
with our Company since December 1, 2016 and has received a remuneration of ₹ 12.84 million in Fiscal 2025.
Prashant Hakim is the Chief Operating Officer of our Company. He is currently responsible for overseeing the
daily operations of our Company’s facilities. In addition to his operational duties, he manages space acquisition,
procurement, warehousing, legal affairs and the information technology department. He holds a bachelor’s degree
in commerce from the University of Calcutta and a post-graduate diploma in business management from the
Indian Business Academy, Bengaluru. He was previously associated with Ernst & Young LLP as an associate
vice president and KPMG Global Services Private Limited as an associate director. He has also been associated
with Syven Global Services Private Limited, Thomson Reuters India Private Limited, Genpact India Private
Limited and GE Capital International Services Private Limited. He has been associated with our Company since
November 1, 2018 and has received a remuneration of ₹ 10.70 million in Fiscal 2025.
Anirudh Tapuriah is the Chief of Strategy and Investor Relations of our Company. He is currently responsible
for fundraising, investor relations, mergers and acquisitions, business finance, and strategic initiatives within the
Company. He holds a bachelor’s degree in commerce with honours from the University of Calcutta and is an
associate member of the Institute of Chartered Accountants of India. He has also cleared the final examination
held by the Institute of Company Secretaries of India, as well as completed an executive programme in business
management from the Indian Institute of Management, Calcutta. Additionally, he has cleared the limited
insolvency examination and the valuation examination in the asset class of securities or financial assets conducted
by the Insolvency and Bankruptcy Board of India. He was previously associated with Shyam Steel Industries
Limited as a deputy general manager in business strategy and SBI Capital Markets Limited as a manager in the
project advisory and structured finance group. He has also been associated with Grant Thorton India LLP and
DEN Networks Limited, in the past. He has been associated with our Company since April 27, 2021 and has
received a remuneration of ₹ 11.14 million in Fiscal 2025.
Gokul Nolambur Rajasekar is the Group Chief Technology Officer of our Company. He is currently responsible
326for overseeing product, technology, data, and design, ensuring that they align with business objectives from
inception to execution. He also collaborates closely with founders and management, shaping product vision and
strategy to meet both internal infrastructure and client-facing requirements. He holds a bachelor’s degree in
electronics and communication engineering from the Anna University, Chennai. He has been associated with our
Company since March 2, 2022 and has received a remuneration of ₹ 7.24 million in Fiscal 2025.
Kalpana Devnani is the Chief Human Resources Officer of our Company. She is responsible for developing and
executing our human resources strategy and fostering a performance-driven and inclusive culture within the
Company. She holds a bachelor’s degree in technology with a specialisation in computer science and engineering
and a post-graduate diploma in management from the Management Development Institute, Gurgaon. She was
previously associated with Jubilant Foodworks Limited as the general manager of human resources. She also
served as the head of human resources for Esme Consumer Private Limited, and human resources manager at
ICICI Bank Limited. She has been associated with our Company since May 15, 2024 and has received a
remuneration of ₹ 6.31 million in Fiscal 2025.
All our Key Managerial Personnel and Senior Management are permanent employees of our Company.
Retirement and termination benefits
Except applicable statutory benefits, none of our Key Managerial Personnel or Senior Management are entitled
to receive any benefits on their retirement or on termination of their employment with our Company.
Arrangements and understanding with major shareholders, customers, suppliers or others
None of our Key Managerial Personnel and Senior Management have been selected pursuant to any arrangement
or understanding with any major shareholders, customers or suppliers of our Company, or others.
Shareholding of the Key Managerial Personnel and Senior Management
Except as disclosed above in “Shareholding of Directors in our Company”, none of our Key Managerial Personnel
or Senior Management hold any Equity Shares as on date of this Prospectus.
Service Contracts with Key Managerial Personnel or Senior Management
Our Key Managerial Personnel or Senior Management have not entered into any service contracts with our
Company pursuant to which our Key Managerial Personnel or Senior Management are entitled to benefits upon
termination / retirement of employment. Except for statutory benefits upon termination of their employment in
our Company or superannuation, no officer of our Company, including Key Managerial Personnel and Senior
Management, is entitled to any benefit upon termination of employment.
Contingent and deferred compensation payable to Key Managerial Personnel or Senior Management
Except for our Executive Directors, who are subject to receive contingent and deferred compensation as
mentioned under “ – Terms of Appointment of our Executive Directors” on page 312, there are no contingent or
deferred compensation payable to Key Managerial Personnel and Senior Management, which does not form part
of their remuneration.
Bonus or profit-sharing plan of the Key Managerial Personnel and Senior Management
With respect to our Key Managerial Personnel (other than our Executive Directors) and Senior Management,
except for performance based discretionary incentives paid in accordance with their respective terms of
appointment and any payments required under applicable law, none of our Key Managerial Personnel and
Senior Management are a party to any bonus or profit sharing plan or have received any compensation in Fiscal
2025 pursuant to any bonus or profit sharing plan.
Interest of Key Managerial Personnel and Senior Management
For details of the interest of our Executive Directors in our Company, see “– Interest of Directors” on page 314.
None of our Key Managerial Personnel (other than our Directors) and Senior Management are interested in our
327Company 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 their service.
Further, our Key Managerial Personnel and Senior Management may be regarded as interested to the extent of the
options granted by our Company under the ESOP scheme. For details of our Company’s ESOP scheme and grant
of options made thereunder, see “Capital Structure – Employee Stock Option Plan 2022” on page 140.
Except as disclosed in “Restated Consolidated Financial Information – Note 35 – Related Party Transactions and
Balances” on page 384, our Key Managerial Personnel and Senior Management have not, directly or indirectly,
been interested in any related party transactions for the last three Fiscals.
Changes in the Key Managerial Personnel and Senior Management in last three years:
For details of the changes in our Executive Directors, see “– Changes to our Board in the last three years” on
page 315. The changes in our Key Managerial Personnel (other than our Directors) and Senior Management in
the three years preceding the date of this Prospectus is as mentioned below:
Sr.
Name Designation Date of Change Reason
No.
Punam Dargar Company Secretary and Compliance July 31, 2024 Appointment^
1.
Officer
2. Sahil Jain Chief Financial Officer July 19, 2024 Appointment
3. Kalpana Devnani Chief Human Resource Officer May 15, 2024 Appointment
^ She had been previously appointed on January 7, 2020 as Company Secretary.
Payment or Benefit to officers of our Company (non-salary related)
Except as disclosed in “- Terms of appointment of our Executive Directors” and in ordinary course of employment,
no amount or benefit has been paid or given within the two years preceding the date of filing of this Prospectus
or intended to be paid or given to any officer of the Company, including our Directors, Key Managerial Personnel
and Senior Management.
Employee stock option plan
For details of our Company’s ESOP Plan 2022 and grant of options made thereunder, see “Capital Structure –
Employee Stock Option Plan - 2022” on page 140.
328OUR PROMOTERS AND PROMOTER GROUP
Our Promoters
The Promoters of our Company are:
1. Neetish Sarda;
2. Harsh Binani;
3. Saumya Binani;
4. NS Niketan LLP;
5. SNS Infrarealty LLP; and
6. Aryadeep Realestates Private Limited.
As on the date of this Prospectus, our Promoters collectively hold 67,234,013 Equity Shares of face value ₹ 10
each, presenting 65.15% of the pre-Offer issued, subscribed and paid-up Equity Share capital of our Company,
on a fully diluted basis. For further details of Equity Shares held by the Promoters and the members of the
Promoter Group, see “Capital Structure - Details of shareholding of our Promoters and members of the Promoter
Group in our Company- Build-up of shareholding of our Promoters” on page 143.
Details of our Promoters
Individual Promoters
Neetish Sarda
Neetish Sarda, aged 31 years, is the founder of our Company and one of our
Promoters. He is the Managing Director of our Company. For the complete
profile of Neetish Sarda along with details of his date of birth, age, personal
address, educational qualifications, professional/ business experience,
position / posts held in the past, directorships held, business and financial
activities, other ventures and special achievements, see “Our Management –
Board of Directors” on page 308.
His permanent account number is BHHPS9569R.
As on date of this Prospectus, Neetish Sarda holds 3,277 Equity Shares of
face value ₹ 10 each, representing negligible percentage of the issued,
subscribed and paid-up equity share capital of our Company, on a fully
diluted basis.
Harsh Binani
Harsh Binani, aged 36 years, is the co-founder of our Company and one our
Promoters. He is an Executive Director of our Company. For the complete
profile of Harsh Binani along with details of his date of birth, age, personal
address, educational qualifications, professional / business experience,
position / posts held in the past, directorships held, and business and financial
activities, other ventures and special achievements, see “Our Management –
Board of Directors” on page 308.
His permanent account number is AXAPB0469K.
As on date of this Prospectus, Harsh Binani does not hold any Equity Shares
of our Company.
329Saumya Binani
Saumya Binani, aged 35 years, is one of our Promoters.
Date of birth: April 5, 1990
Address: 244, Westend Marg, Kohinoor Enclave, Saidulajab, Saidul Azaib,
South Delhi, Delhi – 110 030, New Delhi, India
Permanent Account Number: BHHPS9549F
Saumya Binani holds a bachelor’s degree of science (honours) in business and
management studies from IILM Institute for Higher Education, New Delhi
affiliated to Bradford University School of Management, United Kingdom.
Prior to promoting our Company, she was associated with Sunbeam Vanijya
Private Limited and Vision Comptech Integrators Limited. She is currently
associated with Agarpara Jute Mills Limited.
She is associated with Chitravali Dealers Private Limited, Insing Properties
Private Limited, Jagadhatri Vyapaar Private Limited, Vision Comptech
Integrators Limited, Yash Deep Trexim Private Limited, Wellman Wacoma
Limited and Aryadeep Realestates Private Limited, as a director. She is a
founding promoter of Talbotforce Services Private Limited.
She has been conferred the “Certificate of Excellence in Facility Management”
at the “3rd Realty+ Women Icon Conclave & Awards 2023”. She also won the
“FM Women Leadership Award for Excellence” from Business World. She
has over ten years of experience in the field of management. She has been
associated with our Company since its incorporation.
As on date of this Prospectus, Saumya Binani holds 3,171 Equity Shares of
face value ₹ 10 each, representing negligible percentage of the issued,
subscribed and paid-up equity share capital of our Company, on a fully diluted
basis.
Our Company confirms that the permanent account numbers, Aadhaar card numbers, driving license numbers,
bank account numbers and the passport numbers of Neetish Sarda, Harsh Binani and Saumya Binani were
submitted to the Stock Exchanges at the time of filing of the Draft Red Herring Prospectus.
Corporate Promoters
NS Niketan LLP
NS Niketan LLP, one of our Promoters, was incorporated as a limited liability partnership under the Limited
Liability Partnership Act, 2008, as amended, pursuant to a certificate of incorporation issued by the Registrar of
Companies, West Bengal at Kolkata, on February 8, 2017. The limited liability partnership identification number
is AAI-5022. The registered office of NS Niketan LLP is situated at Victoria Park, 10th floor, Plot No. GN-37/2,
Sector - V, Salt Lake City, Parganas North, Kolkata 700 091, West Bengal, India. Other than the designated
partners of NS Niketan LLP who have certain rights in relation to management, administration and control, none
of the partners of NS Niketan LLP have any special right including the right to appoint or remove partners, except
by way of amendment of the limited liability partnership agreement of NS Niketan LLP in accordance with the
provisions of the Liability Partnership Act, 2008, as amended and rules made thereunder.
Currently, NS Niketan LLP is involved in trading and investment activity.
Change in control
Except for designating Neetish Sarda and Saumya Binani (as an authorised representative of Aryadeep Realestates
Private Limited) as the designated partners of NS Niketan LLP, there has been no change in control of NS Niketan
LLP in the three years immediately preceding the filing of this Prospectus.
330Partners
The following table sets forth the details of the partners of NS Niketan LLP as on the date of this Prospectus:
S.
Name of partners Designation Profit sharing ratio (%)
No.
1. Neetish Sarda Designated partner 60.00
2. Aryadeep Realestates Private Limited Designated partner 17.25
3. Neeta Sarda Partner 7.05
4. Prerna Jhunjhunwala Partner 6.55
5. Vision Comptech Integrators Limited Partner 5.50
6. Euclix Shipbuilders Limited Partner 3.65
SNS Infrarealty LLP
SNS Infrarealty LLP, one of our Promoters, was incorporated as a limited liability partnership under the Limited
Liability Partnership Act, 2008, as amended, pursuant to a certificate of incorporation issued by the Registrar of
Companies, West Bengal at Kolkata, on February 7, 2017. The limited liability partnership identification number
is AAI-4920. The registered office of SNS Infrarealty LLP is situated at Victoria Park, 10th floor, Plot No. GN-
37/2, Sector - V, Salt Lake City, Parganas North, Kolkata– 700 091, West Bengal, India. Other than the designated
partners of SNS Infrarealty LLP who have certain rights in relation to management, administration and control,
none of the partners of SNS Infrarealty LLP have any special right including the right to appoint or remove
partners, except by way of amendment of the limited liability partnership agreement of SNS Infrarealty LLP in
accordance with the provisions of the Liability Partnership Act, 2008, as amended and rules made thereunder.
Currently, SNS Infrarealty LLP is involved in trading and investment activity.
Change in control
Except for designating Saumya Binani and Neetish Sarda (as an authorised representative of Aryadeep Realestates
Private Limited) as the designated partners of SNS Infrarealty LLP, there has been no change in control of SNS
Infrarealty LLP in the three years immediately preceding the filing of this Prospectus.
Partners
The following table sets forth the details of the partners of SNS Infrarealty LLP as on the date of this Prospectus:
S.No. Name of partners Designation Profit sharing ratio (%)
1. Saumya Binani Designated partner 51.00
2. Aryadeep Realestates Private Limited Designated partner 15.00
3. Harsh Binani Partner 12.93
4. Neeta Sarda Partner 8.75
5. Pawanshiv Projects Private Limited Partner 8.50
6. Vision Comptech Integrators Limited Partner 3.82
Our Company confirms that the permanent account numbers of the NS Niketan LLP and SNS Infrarealty LLP
were submitted to the Stock Exchanges at the time of filing of the Draft Red Herring Prospectus.
Aryadeep Realestates Private Limited (“ARPL”)
Corporate information and brief history
ARPL was incorporated as a private limited company under the Companies Act, 1956 pursuant to a certificate of
incorporation issued by the Registrar of Companies, West Bengal at Kolkata, on March 2, 2012.
The registered office of ARPL is situated at 184, 1st floor, Lenin Sarani, Kolkata – 700 013, West Bengal, India.
The CIN of ARPL is U70109WB2012PTC175055. The permanent account number of ARPL is AAKCA3624R.
331ARPL is currently engaged in the business of trading and real estate activities.
Promoters
The Promoters of ARPL are Neetish Sarda and Saumya Binani.
Board of directors
The board of directors of ARPL comprises of the following persons:
Name Designation
Neetish Sarda Director
Saumya Binani Director
Sanjib Kumar Jain Director
Shareholding pattern of ARPL
The shareholding of ARPL as on the date of this Prospectus is as follows:
Number of equity shares of face value of Percentage of issued and paid-up
Name of the shareholder
₹ 1 each of ARPL equity share capital of ARPL
Neetish Sarda 27,000 27.00%
Saumya Binani 65,000 65.00%
Saroj Kabra 8,000 8.00%
Total 100,000 100.00%
Change in control
Except for designating Neetish Sarda and Saumya Binani as promoters of ARPL, there has been no change in
control of ARPL in the three years immediately preceding the filing of this Prospectus.
Our Company confirms that the PAN, CIN, bank account number of ARPL and the details of the Registrar of
Companies, West Bengal at Kolkata, where ARPL is registered, were submitted to the Stock Exchanges, at the
time of filing of the Draft Red Herring Prospectus.
Change in control of our Company
Other than identification of Promoter in accordance with the provisions of the Companies Act and the SEBI ICDR
Regulations, there has been no change in control of our Company in the last five years preceding the date of this
Prospectus.
Other ventures of our Promoters
Other than as disclosed herein “– Promoter Group” and in “Group Companies” on pages 334 and 459,
respectively, our Promoters are not involved in any other ventures. Further, our Promoters do not have any direct
interest in any venture which is involved in the same line of activity or business as our Company.
Interest of our Promoters
Our Promoters are interested in our Company (i) to the extent they have promoted our Company; and (ii) to the
extent of their shareholding in our Company and the dividend payable upon such shareholding and any other
distributions in respect of their shareholding in our Company. For further details, see “Capital Structure - Details
of Shareholding of our Promoters and members of Promoter Group in our Company” on page 143.
Neetish Sarda and Harsh Binani, the individual Promoters of our Company may also be deemed to be interested
to the extent of remuneration, benefits and reimbursement of expenses, payable to them as Directors on our Board.
For further details, see “Our Management –Terms of appointment of our Executive Directors” on page 312.
Except in the normal course of business and as stated in the “Restated Consolidated Financial Information – Note
35 - Related Party Transactions and Balances” on page 384, our Company has not entered into any contract,
332agreements or arrangements in which our Promoters are directly or indirectly interested, and no payments have
been made to our Promoters in respect of the contracts, agreements or arrangements which are proposed to be
made.
No sum has been paid or agreed to be paid by our Company, to our Promoters or to such firm or company in cash
or shares wherein our Promoters are interested as members, or promoters or otherwise as an inducement by any
person for services rendered by the Promoters or by such firm or company in connection with the promotion or
formation of our Company.
Except as disclosed in “Restated Consolidated Financial Information – Note 35 - Related Party Transactions and
Balances” on page 384, our Promoters are not, directly or indirectly, interested to the extent of any related party
transactions entered into by our Company.
Our Company has outsourced the facility management and common area maintenance of our Centres to
Talbotforce, a member of our Promoter Group, pursuant to the service agreement dated February 4, 2020 (renewed
on a year-on-year basis) entered into between our Company and Talbotforce. Harsh Binani, one of our Promoters,
is a promoter and director of Talbotforce. Saumya Binani, one of our Promoters, is also a promoter of Talbotforce.
Interest in property, land, construction of building and supply of machinery
Except as disclosed in “Restated Consolidated Financial Information – Note 35 - Related Party Transactions and
Balances” on page 384 and as mentioned below, our Promoters do not have any interest in any property acquired
by our Company in the three years preceding the date of this Prospectus or proposed to be acquired by our
Company or in any transaction by our Company with respect to the acquisition of land, construction of building
and supply of machinery:
Additionally, our Company has taken on lease a Centre at Victoria Park in Kolkata from Vision Comptech
Integrators Limited, a member of our Promoter Group. Neetish Sarda, one of our Individual Promoter and
Managing Director and Saumya Binani, one of our Individual Promoter, are directors of Vision Comptech
Integrators Limited.
Payment or benefit to Promoters or Promoter Group
Except as disclosed herein and as stated in “Restated Consolidated Financial Information – Note 35 - Related
Party Transactions and Balances” on page 384, and remuneration paid to Neetish Sarda, the Managing Director
and Harsh Binani, the Executive Director, of our Company, there has 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
Prospectus, nor is there any intention by our Company to pay or give any benefit to our Promoters or members of
the Promoter Group as on the date of this Prospectus
Companies or firms with which our Promoters have disassociated in the last three years
Except as stated below, our Promoters have not dissociated themselves from any companies or firms in the three
years preceding the date of this Prospectus:
Name of the company or firm from which Reasons for and circumstances leading to
Date of disassociation
Promoter has disassociated disassociation
Harsh Binani
Toondemy Experience Center Private Limited Due to preoccupation elsewhere 2024
(formerly known as Axsys Facility and Tech
Management Private Limited)
Neetish Sarda
Millenium Securities Private Limited Due to disposal of shares 2024
Saumya Binani
Millenium Securities Private Limited Due to disposal of shares 2024
Ankur Tie Up Private Limited Due to disposal of shares 2024
Concord Suppliers LLP Due to disposal of partnership interest 2024
Evershine Barter LLP Due to disposal of partnership interest 2024
Material guarantees
333Except as stated below, there are no material guarantees given to third parties by our Promoters with respect to
the Equity Shares, as on the date of this Prospectus:
Type of Amount
S. Name of lender/ bond Name of
borrowing/ Guarantors guaranteed (in ₹
No. trustee borrower
facility million)
1. HDFC Bank Limited Smartworks Term loan facility, Harsh Binani, Neetish 2,301.80
Coworking overdraft facility Sarda, SNS
Spaces Limited Infrarealty LLP and
NS Niketan LLP
2. Tata Capital Limited Smartworks Term loan facility Harsh Binani and 450.00
Coworking Neetish Sarda
Spaces Limited
Term loan facility Harsh Binani and 200.00
Neetish Sarda
Corporate Loan
Overdraft Facility
3. DBS Bank India Smartworks Term loan facility Harsh Binani, Neetish 200.00
Limited Coworking Sarda, SNS
Term loan facility, 400.00
Spaces Limited Infrarealty LLP and
vendor financing,
NS Niketan LLP
working capital
loan and overdraft
facility
4. Indian Bank Smartworks Term loan facility Harsh Binani, Neetish 720.00
Coworking Sarda, SNS
Spaces Limited Infrarealty LLP and
NS Niketan LLP
Harsh Binani, Neetish 350.00
Sarda, SNS
Infrarealty LLP and
NS Niketan LLP
5. Catalyst Trusteeship Smartworks Non-convertible Harsh Binani, Neetish 1,250.00
Limited Coworking Bonds Sarda, SNS
Spaces Limited Infrarealty LLP and
NS Niketan LLP
6. Aditya Birla Finance Smartworks Term loan facility Harsh Binani and 700.00
Ltd Coworking Neetish Sarda
Spaces Limited
7. Kotak Mahindra Bank Smartworks Term loan facility, Harsh Binani and 400.00
Limited Coworking overdraft facility Neetish Sarda, NS
Spaces Limited Niketan LLP and SNS
Infrarealty LLP
8. ICICI Bank Limited Smartworks Overdraft facility Harsh Binani and 300.00
Coworking Neetish Sarda, NS
Spaces Limited Niketan LLP and SNS
Infrarealty LLP
9. Poonawalla Fincorp Smartworks Term loan facility Harsh Binani and 600.00
Limited Coworking Neetish Sarda, NS
Spaces Limited Niketan LLP and SNS
Infrarealty LLP
Promoter Group
The individuals and entities forming part of the Promoter Group, other than our Promoters, are as follows:
Individuals forming part of the Promoter Group
The natural persons forming part of the Promoter Group, other than our Individual Promoters, are as follows:
334Name of the Promoter Name of the relative Relationship
Neetish Sarda Riya Aggarwal Spouse
Ghanshyam Sarda Father
Neeta Sarda Mother
Prerna Jhunjhunwala Sister
Saumya Binani Sister
Shivaay Sarda Son
Diwakar Aggarwal Spouse’s father
Alka Aggarwal Spouse’s mother
Shikhar Aggarwal Spouse’s brother
Harsh Binani Saumya Binani Spouse
Kishore Binani Father
Uma Binani Mother
Namrata Rahul Kothari Sister
Shanaya Binani Daughter
Neetish Sarda Spouse’s brother
Prerna Jhunjhunwala Spouse’s sister
Ghanshyam Sarda Spouse’s father
Neeta Sarda Spouse’s mother
Saumya Binani Harsh Binani Spouse
Ghanshyam Sarda Father
Neeta Sarda Mother
Neetish Sarda Brother
Prerna Jhunjhunwala Sister
Shanaya Binani Daughter
Kishore Binani Spouse’s father
Uma Binani Spouse’s mother
Namrata Rahul Kothari Spouse’s sister
Entities forming part of the Promoter Group
The entities forming part of the Promoter Group are as follows (excluding the subsidiaries of our Company):
1. Agarpara Jute Films & Production Private Limited;
2. Agarpara Jute Mills Limited;
3. Arrowlink Projects Private Limited;
4. Axsys Technologies Limited;
5. Ayushman Tie-Up Private Limited;
6. Azadpur Finvest Private Limited;
7. B L & Sons Limited;
8. BLS E-Solutions Private Limited;
9. BLS E Services Limited;
10. BLS Ecotech Limited;
11. BLS IT Services Private Limited;
12. BLS International FZE;
13. BLS International Services Limited;
14. BLS Polymers Limited;
15. Baghban Trades Private Limited;
16. Beltas Merchants Private Limited;
17. Buildbrick Builders LLP;
18. Careful Tracom LLP;
19. Chitravali Dealers Private Limited;
20. Dhankuber Dealmark Private Limited;
21. Dhanvarsha Tracom LLP;
22. Diwakar Aggarwal HUF;
23. Euclix Shipbuilders Limited;
33524. Fastflow Vinimay LLP;
25. Foremost Builders Private Limited;
26. GRA Finvest Private Limited;
27. Ghanshyam Sarda & Sons HUF;
28. Goldsmith Merchandise LLP;
29. Gulnar Dealcomm Private Limited;
30. Happy Kutir Private Limited;
31. Happy Niketan Private Limited;
32. Harsh Binani HUF;
33. Hawai Capital Private Limited;
34. Insing Properties Private Limited;
35. Jagadhatri Vyapaar Private Limited;
36. Jiwanjyoti Distributors Private Limited;
37. Kalyankari Commercial LLP;
38. Khushi Tie Up LLP;
39. Kishore Kumar Umang Kumar Binani HUF;
40. Kripa Merchandise LLP;
41. Linkplan Mercantile LLP;
42. Megacity Tie Up Private Limited;
43. Miracle Sales Private Limited;
44. NNGS Jute LLP;
45. nVision IT Solution Limited;
46. PBC International - Partnership Firm;
47. Pawanshiv Projects Private Limited;
48. Prerna Jhunjhunwala Trust;
49. Pretty Mercantile LLP;
50. Propkar Marketing Private Limited;
51. Raysons Mid Road Sign Craft Private Limited;
52. Reired BLS International Services Private Limited;
53. SGS Jute LLP;
54. SLW Media Private Limited;
55. SML Smart Technologies Private Limited;
56. Sevenseas Vinimay Private Limited;
57. Simran Merchandise LLP;
58. Smart IT Services Private Limited;
59. Snow Well Merchandise LLP;
60. Sukhjit Commosales Private Limited;
61. Sunbeam Jute Alliance LLP;
62. Sunbeam Vanijya Private Limited;
63. Sunil Finvest Private Limited;
64. Swanlake Vyapaar LLP;
65. Talbotforce Services Private Limited;
66. Vinsul Makardi Limited;
67. Vishnupriya Commotrade LLP;
68. Vision Comptech Integrators Limited;
69. Vision Components Private Limited;
70. Vision Devote Business Solutions Private Limited;
71. Vision Digital Insurance TPA Private Limited;
72. Wondermax Supply Private Limited;
73. Wonder Rock Finance & Investment Private Limited; and
74. Yashdeep Trexim Private Limited.
336DIVIDEND POLICY
Our Board, pursuant to a resolution dated July 31, 2024, has adopted a dividend distribution policy (“Dividend
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 thereunder).
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, profits of our Company, past
dividend pattern, operating cash flow of our Company, present and future capital requirements of our existing
business, cost of borrowings of our Company, debt obligations of our Company, liquidity and return ratios,
provisioning for financial implications arising out of unforeseen events and/ or contingencies, investments in new
line(s) of business, additional investment in subsidiaries, joint ventures and associates, corporate actions including
mergers/ demergers, acquisitions, expansion/ modernisation of existing businesses/ brands, funds required to
service any outstanding loans, upgradation of investment in technology and physical infrastructure and
expenditure on research and development of existing and new product and any other relevant factors as deemed
fit by the Board of Directors. Our Company may decide against paying dividend due to, inter alia, in the event of
a growth opportunity whether our Company may be required to allocate a significant amount of capital, in the
event of a higher working capital requirement for business operations or otherwise, in the event of inadequacy or
absence of profits, undertaking any acquisitions, amalgamations, mergers, joint ventures arrangements, new
product(s) launch requiring significant capital outflow, declaration of dividend prohibited by regulatory body,
and any adverse market conditions and business uncertainty. For more information on restrictive covenants under
our current loan agreements, see “Financial Indebtedness” on page 436. Our Company may pay /dividend by
cheque, or electronic clearance service, as will approved by our Board in the future. Our Board may also declare
interim dividend from time to time.
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 – 56. We cannot assure payment of dividends on the
Equity Shares in the future” on page 103.
Our Company has not declared and paid any dividends on the Equity Shares and Preference Shares during the
last three Fiscals and until the date of this Prospectus.
337SECTION VII – FINANCIAL INFORMATION
RESTATED CONSOLIDATED FINANCIAL INFORMATION
[The remainder of this page has intentionally been left blank]
338INDEPENDENT AUDITOR’S EXAMINATION REPORT ON RESTATED CONSOLIDATED
FINANCIAL INFORMATION
The Board of Directors
Smartworks Coworking Spaces Limited (formerly known as Smartworks Coworking
Spaces Private Limited)
Dear Sirs,
1. We have examined, as appropriate (refer paragraph 6 below), the attached Restated
Consolidated Financial Information of Smartworks Coworking Spaces Limited (formerly known
as Smartworks Coworking Spaces Private Limited) (the “Company” or the “Issuer” or the
“Parent”) and its subsidiaries (the Company and its subsidiaries collectively referred to as the
“Group"), comprising the Restated Consolidated Statement of Assets and Liabilities as at March
31, 2025, 2024 and 2023, the Restated Consolidated Statements of Profit and Loss (including
Other Comprehensive Income/Loss), the Restated Consolidated Statements of Cash Flows, the
Restated Consolidated Statements of Changes in Equity for the years ended March 31, 2025,
2024 and 2023, the Summary Statement of Material Accounting Policies, and other explanatory
information (collectively, the “Restated Consolidated Financial Information”), as approved by the
Board of Directors of the Company at their meeting held on June 18, 2025 for the purpose of
inclusion in the Red Herring Prospectus (“RHP”) and Prospectus (collectively, the “Offer
Documents”) prepared by the Company in connection with its proposed Initial Public Offer of
equity shares (“IPO”), prepared in terms of the requirements of:
a) Section 26 of Part I of Chapter III of the Companies Act, 2013, as amended (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”).
2. The Company’s management is responsible for the preparation of the Restated Consolidated
Financial Information which have been approved by the Board of Directors for the purpose of
inclusion in the Offer Documents to be filed with Securities and Exchange Board of India (SEBI),
the Registrar of Companies (Delhi and Haryana), BSE Limited and National Stock Exchange of
India Limited (collectively, with BSE Limited, the “Stock Exchanges”) in connection with the IPO.
The Restated Consolidated Financial Information have been prepared by the management of the
Company on the basis of preparation stated in note 2.1 to the Restated Consolidated Financial
Information. The respective Board of Directors of the companies included in the Group are
responsible for designing, implementing and maintaining adequate internal financial control
relevant to the preparation and presentation of the respective restated financial information.
The respective Board of Directors are also responsible for identifying and ensuring that the Group
complies with the Act, ICDR Regulations and the Guidance Note.
3. We have examined such Restated Consolidated Financial Information taking into consideration:
a) The terms of reference and terms of our engagement agreed upon with you in
accordance with our engagement letter and addendum to engagement letter dated
August 1, 2024 and June 04, 2025 respectively in connection with the proposed IPO of
equity shares of the Issuer;
b) The Guidance Note. The Guidance Note also requires that we comply with the ethical
requirements of the Code of Ethics issued by the ICAI;
Regd. Office: One International Center, Tower 3, 31th Floor, Senapati Bapat Marg, Elphinstone Road (West), Mumbai– 400 013, Maharashtra, India.
Deloitte Haskins & Sells LLP is registered with Limited Liability having LLP identification No: AAB-8737
339c) Concepts of test checks and materiality to obtain reasonable assurance based on
verification of evidence supporting the Restated Consolidated Financial Information; and
d) The requirements of Section 26 of the Act and the ICDR Regulations. 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 IPO.
4. These Restated Consolidated Financial Information have been compiled by the management
from the audited Consolidated Financial Statements of the Group as at and for the years ended
March 31, 2025, 2024 and 2023 (the “Consolidated Financial Statements”) prepared in
accordance with the Ind AS as prescribed under Section 133 of the Act and other accounting
principles generally accepted in India, which have been approved by the Board of Directors at
their meeting held on June 13, 2025, July 19, 2024 and September 29, 2023 respectively.
5. For the purpose of our examination, we have relied on Auditors’ reports issued by us dated June
13, 2025, July 19, 2024 and September 29, 2023 on the Consolidated Financial Statements of
the Group as at and for the years ended March 31, 2025, 2024 and 2023 respectively as referred
in Paragraph 4 above.
6. The audit report on the internal financial controls with reference to the consolidated financial
statements issued by us were modified and included following matters giving rise to
modifications on the internal financial controls with reference to the consolidated financial
statements as at and for the year ended March 31, 2023:
i. Basis for Qualified opinion
“With respect to the Parent, according to the information and explanations given to us
and based on our audit, the following material weakness has been identified in the
Parent’s internal financial controls with reference to consolidated financial statements as
at March 31, 2023:
The Parent did not have an appropriate internal control with reference to consolidated
financial statements for property, plant and equipment with regard to (a) identification
and recording of assets discarded on account of properties vacated by the Company and
termination of lease by customers and (b) determining and recording the discrepancies
in individual items of assets between property plant and equipment register and physical
verification report. This could potentially result in material misstatements in the
Company’s property, plant and equipment, depreciation and other expense account
balances.
A ‘material weakness’ is a deficiency, or a combination of deficiencies, in internal
financial control with reference to consolidated financial statements, such that there is
a reasonable possibility that a material misstatement of the company's annual or interim
financial statements will not be prevented or detected on a timely basis.”
7. As indicated in our audit report referred above:
a) we did not audit Financial Statements of certain subsidiaries whose share of total assets,
total revenues, and net cash inflows / (outflows) included in the Consolidated Financial
Statements, for the relevant year is tabulated below, which have been audited by other
auditors (listed in Appendix 1), and whose report have been furnished to us by the
Company’s management and our opinion on the Consolidated Financial Statements, in
so far as it relates to the amounts and disclosures included in respect of these
components, is based solely on the report of the other auditors:
(Rs in million)
340Particulars As at / for the As at/ for the As at/ for the
year ended year ended year ended
March 31, 2025 March 31, 2024 March 31, 2023
Number of
3 3 3
subsidiaries
Total assets 208.49 165.83 128.48
Total revenue 57.12 19.91 17.46
Net cash
inflow/ 2.04 (0.43) 1.95
(outflows)
Our opinion on the Consolidated Financial Statements of the group is not modified in
respect of this matter.
These other auditors of subsidiaries, as mentioned above, have examined the restated
financial information (listed in Appendix 2) and have confirmed that the restated financial
information:
a) have been prepared after incorporating adjustments for the changes in accounting
policies, material errors and regrouping/reclassifications in the financial year ended
March 31, 2024, and 2023 to reflect the same accounting treatment as per the
accounting policies and grouping/classifications followed as at and for the year ended
March 31, 2025;
b) do not require any adjustment for modification as there is no modification in the
underlying audit report; and
c) have been prepared in accordance with the Act, ICDR Regulations and the Guidance
Note.
8. Based on our examination and according to the information and explanations given to us and
also as per the reliance placed on the examination reports submitted by the other auditors for
the respective years, we report that the Restated Consolidated Financial Information:
a) have been prepared after incorporating adjustments for the changes in accounting
policies, material errors and regrouping/reclassifications retrospectively in the financial
years ended March 31, 2024 and 2023 to reflect the same accounting treatment as per
the accounting policies and grouping/classifications followed as at and for the year
ended March 31, 2025;
b) do not require any adjustment for modification mentioned in paragraph 6 above;
and
c) have been prepared in accordance with the Act, ICDR Regulations and the Guidance
Note.
9. 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.
10. The Restated Consolidated Financial Information do not reflect the effects of events that occurred
subsequent to the respective dates of the reports on the Consolidated Financial Statements
mentioned in paragraph 5 above.
11. 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.
34112. We have no responsibility to update our report for events and circumstances occurring after the
date of the report.
13. Our report is intended solely for use of the Board of Directors for inclusion in the Offer Documents
to be filed with SEBI, the Registrar of Companies (Delhi and Haryana) and the Stock Exchanges,
in connection with the proposed IPO. Our report should not be used, referred to, or distributed
for any other purpose except with our prior consent in writing. 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.
For DELOITTE HASKINS & SELLS LLP
Chartered Accountants
(Firm’s Registration No. 117366W/W-100018)
Nilesh H. Lahoti
Partner
Place: Gurugram (Membership No. 130054)
Date: June 18, 2025 UDIN: 25130054BMKMGW8892
342Appendix 1
List of subsidiaries audited by other auditors:
S.No. Name of the Entity Name of the Auditor
1 Smartworks Tech Solutions Private Limited (Formerly KAMG & Associates
known as Smartworks Coliving Private Limited)
2 Smartworks Office Services Private Limited K B Associates
3 Smartworks Stellar Services Private Limited K B Associates
Appendix 2
List of subsidiaries examined by other auditors:
S.No. Name of the Entity Name of the Auditor Period Examined
1 Smartworks Tech Solutions Private KAMG & Associates March 31, 2025,
Limited (Formerly known as Smartworks 2024 and 2023
Coliving Private Limited)
2 Smartworks Office Services Private K B Associates March 31, 2025,
Limited 2024 and 2023
3 Smartworks Stellar Services Private K B Associates March 31, 2025,
Limited 2024 and 2023
343Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
(All amounts are in million of Indian Rupees, unless stated otherwise)
Restated Consolidated Statement of Assets and Liabilities
Particulars Notes As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
ASSETS
1 Non-current assets
(a) Property, plant and equipment 4 1 1,379.92 9,638.61 8,292.88
(b) Right-of-use assets 5 2 6,281.86 24,402.60 28,947.10
(c) Capital work-in-progress 6 1,354.80 633.09 418.74
(d) Intangible assets 7 1 41.88 75.56 4.36
(e) Intangible assets under development 8 3 2.83 85.55 102.63
(f) Financial assets
(i) Investments 9 1 09.63 112.78 -
(ii) Other financial assets 10 2 ,290.14 1,560.99 1,492.93
(g) Deferred tax assets (net) 11 1 ,335.99 1,172.11 995.95
(h) Income tax assets (net) 12 1 27.06 406.23 2 18.24
(i) Other non-current assets 13 9 01.86 731.73 652.83
Total non-current assets 43,955.97 38,819.25 41,125.66
2 Current assets
(a) Financial assets
(i) Trade receivables 14 2 55.31 140.92 143.18
(ii)Cash and cash equivalents 15 4 96.71 387.60 1,182.43
(iii)Other bank balances 16 1 92.59 136.16 840.99
(iv)Other financial assets 10 4 24.09 664.24 254.33
(b) Other current assets 13 1,183.87 1,322.67 1,176.77
2,552.57 2,651.59 3,597.70
(c) Assets classified as held for sale 39 - - 11.67
Total current assets 2,552.57 2,651.59 3,609.37
1+2 TOTAL 46,508.54 41,470.84 44,735.03
EQUITY AND LIABILITIES
3 Equity
(a) Equity share capital 17 1 ,031.90 790.13 776.91
(b) Other equity 18 4 6.91 (290.06) (462.25)
Total equity 1,078.81 500.07 314.66
Liabilities
4 Non-current liabilities
(a) Financial liabilities
(i) Lease liabilities 2 8,027.65 26,295.10 31,400.62
(ii)Borrowings 19 2,160.26 2,397.48 2,998.29
(iii)Other financial liabilities 22 2,570.30 2,308.80 1,886.50
(b) Provisions 20 7 1.20 52.60 45.04
(c) Other non-current liabilities 23 4 34.10 366.76 272.88
Total non-current liabilities 33,263.51 31,420.74 36,603.33
5 Current liabilities
(a) Financial liabilities
(i) Lease liabilities 5,368.38 3,787.28 2,575.60
(ii)Borrowings 19 1,817.44 1,876.02 2,155.60
(iii)Trade payables
- total outstanding dues of micro enterprises 21 1 16.56 20.95 359.39
and small enterprises
- total outstanding dues of creditors other than 21 1,042.24 1,177.17 583.09
micro enterprises and small enterprises
(iv)Other financial liabilities 22 3,340.52 2,249.72 1,801.98
(b) Provisions 20 1 5.73 9.60 6.18
(c) Current tax liabilities (net) 0 .96 - -
(d) Other current liabilities 23 4 64.39 429.29 335.20
Total current liabilities 12,166.22 9,550.03 7,817.04
3+4+5 TOTAL 46,508.54 41,470.84 44,735.03
See accompanying notes forming part of the Restated Consolidated Financial Information (1-49)
As per our report of even date
For Deloitte Haskins & Sells LLP For and on behalf of the Board of Directors of
Chartered Accountants Smartworks Coworking Spaces Limited
(Firm Registration Number: 117366 W/W-100018) (Formerly known as Smartworks Coworking Spaces Private Limited)
Nilesh H. Lahoti Neetish Sarda Harsh Binani
Partner Managing Director Wholetime Director
Membership No: 130054 DIN: 07262894 DIN: 07717396
Place: Gurugram Place: Gurugram Place: Gurugram
Date: June 18, 2025 Date: June 18, 2025 Date: June 18, 2025
Sahil Jain Punam Dargar
Chief Financial Officer Company Secretary (M. No.- A56987)
Place: Gurugram Place: Kolkata
Date: June 18, 2025 Date: June 18, 2025
344Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
(All amounts are in million of Indian Rupees, except per share data)
Restated Consolidated Statement of Profit and Loss
For the year ended For the year ended For the year ended
Particulars Notes
March 31, 2025 March 31, 2024 March 31, 2023
INCOME
1 Revenue from operations 24 13,740.56 10,393.64 7,113.92
2 Other income 25 356.13 737.46 326.78
3 Total income (1+2) 1 4,096.69 1 1,131.10 7,440.70
EXPENSES
(a)Operating expenses 26 4,160.34 3,029.41 2,200.24
(b)Employee benefits expense 27 653.69 496.08 408.37
(c) Finance costs 28 3,363.38 3,283.18 2,366.56
(d)Depreciation and amortisation expenses 29 6,359.98 4,727.20 3,562.46
(e)Other expenses 30 353.89 271.45 265.33
4 Total expenses 1 4,891.28 1 1,807.32 8,802.96
5 Restated Loss before tax (3-4) (794.59) (676.22) (1,362.26)
Tax expense/ (credit)
(a)Current tax 11 0.96 - -
(b)Deferred tax 11 ( 163.76) ( 176.65) ( 351.80)
6 Total tax credit (162.80) (176.65) (351.80)
7 Restated Loss for the year (5-6) (631.79) (499.57) (1,010.46)
8 Other comprehensive income / (loss)
Items to be reclassified to profit or loss
- Net gain due to foreign currency translation differences
3.68 - -
Items that will not be reclassified to profit or loss
- Re-measurement of the defined benefit plan (0.47) 1.73 0.35
- Tax related to above item 11 0.12 (0.49) (0.09)
Restated total other comprehensive income /
3.33 1.24 0.26
(loss) (net of tax)
Restated total comprehensive loss for the year
9 (628.46) (498.33) (1,010.20)
(7+8)
Restated loss per share (face value of Rs. 10 each)
Basic 31 (6.18) (5.18) (10.57)
Diluted 31 ( 6.18) (5.18) (10.57)
See accompanying notes forming part of the Restated Consolidated Financial Information (1-49)
As per our report of even date
For Deloitte Haskins & Sells LLP For and on behalf of the Board of Directors of
Chartered Accountants Smartworks Coworking Spaces Limited
(Firm Registration Number: 117366 W/W-100018) (Formerly known as Smartworks Coworking Spaces Private Limited)
Nilesh H. Lahoti Neetish Sarda Harsh Binani
Partner Managing Director Wholetime Director
Membership No: 130054 DIN: 07262894 DIN: 07717396
Place: Gurugram Place: Gurugram Place: Gurugram
Date: June 18, 2025 Date: June 18, 2025 Date: June 18, 2025
Sahil Jain Punam Dargar
Chief Financial Officer Company Secretary (M. No.- A56987)
Place: Gurugram Place: Kolkata
Date: June 18, 2025 Date: June 18, 2025
345Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
(All amounts are in million of Indian Rupees, unless stated otherwise)
Restated Consolidated Statement of Cash Flows
For the year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Cash flows from operating activities:
Restated Loss before tax (794.59) (676.22) ( 1,362.26)
Adjustments for:
- Depreciation and amortisation expenses 6,359.98 4 ,727.20 3,562.46
- Finance costs 3,363.38 3 ,283.18 2,365.09
- Revenue equalization reserve ( 71.08) (100.36) ( 228.77)
- Interest income (309.45) (361.74) ( 212.15)
- Liability/provision no longer required written back - (14.32) (36.34)
- Gain on lease termination/reassessment - (310.86) (68.89)
- Gain on fair valuation of investment in mutual fund (7.21) (4.28) -
- Gain on sale of mutual fund units (7.15) - -
- Capital work-in-progress/property, plant and equipment written off 25.94 52.22 6 2.63
- (Profit)/loss on sale of property, plant & equipment (1.02) 0.49 (1.42)
- Share based payment expenses 39.32 - -
- Others 36.58 21.42 1 5.08
Operating cash flows before working capital changes 8,634.70 6 ,616.73 4,095.43
Changes in working capital
- Trade receivables (113.29) (5.47) (48.94)
- Trade payables ( 39.07) 204.90 589.70
- Provisions (3.04) (5.34) -
- Other financial and non-financial liabilities 1,051.09 1 ,131.29 1,538.64
- Other financial and non-financial assets (549.40) (321.19) ( 829.04)
Cash generated from operating activities before tax 8,980.99 7,620.92 5,345.79
Income tax refund/ paid (net) 304.17 (187.92) (27.47)
Net cash generated from operating activities (A) 9,285.16 7,433.00 5,318.32
Cash flow from investing activities
- Purchase of property plant and equipments, intangible assets and capital work-
(2,910.44) (2,663.42) (3,246.16)
in-progress (net of capital advance)
- Sale of property plant and equipments (including sale and lease-back) 1 .43 31.84 282.61
- Investment in mutual fund units (1,615.01) (108.50) -
- Proceeds from sale of mutual fund units 1,648.93 - -
- Investment in equity shares of other companies ( 16.40) - -
- Proceeds from/ (investment in) bank deposits not considered as cash and
98.34 739.66 ( 157.53)
cash equivalents (net)
- Interest received 32.38 78.83 5 4.78
Net cash used in investing activities (B) (2,760.77) ( 1,921.59) (3,066.30)
Cash flow from financing activities
- Proceeds from long term borrowings 1,158.71 1 ,575.20 3,718.98
- Repayment of long term borrowings (1,465.12) (1,868.45) ( 1,145.01)
- Proceeds / (repayment) from short term borrowings (net) 45.09 (71.25) ( 267.03)
- Proceeds from issue of equity shares and share warrants 1,165.50 355.62 183.96
- Proceeds from issue of cumulative convertible preference shares 2 .88 328.12 -
- Interest paid on borrowings (416.98) (537.48) ( 281.91)
- Interest paid on lease liabilities (2,790.51) (2,498.10) ( 1,970.39)
- Expenses incurred for issue of equity shares (0.49) - -
- Other borrowing cost paid ( 16.32) (17.23) (38.42)
- Payment of principal portion of lease liabilities (including initial direct cost for (4,059.83) (3,038.23) (1,905.99)
acquiring right-of-use assets)
Net cash used in financing activities (C) (6,377.07) ( 5,771.80) (1,705.81)
Net increase/(decrease) in cash and cash equivalents (A+B+C) 147.32 (260.39) 5 46.21
Cash and cash equivalents at the beginning of the year ( 36.75) 223.64 ( 322.57)
Effect of exchange fluctuation on the cash and cash equivalents - - -
Cash and cash equivalents at the end of the year (refer note 15.2) 110.57 (36.75) 2 23.64
The above Restated Consolidated Statement of Cash Flows has been prepared under the ‘indirect method’ as set out in Ind AS 7 'Statement of Cash Flows'.
See accompanying notes forming part of the Restated Consolidated Financial Information (1-49)
As per our report of even date
For Deloitte Haskins & Sells LLP For and on behalf of the Board of Directors of
Chartered Accountants Smartworks Coworking Spaces Private Limited
(Firm Registration Number: 117366 W/W-100018) (Formerly known as Smartworks Coworking Spaces Private Limited)
Nilesh H. Lahoti Neetish Sarda Harsh Binani
Partner Managing Director Wholetime Director
Membership No: 130054 DIN: 07262894 DIN: 07717396
Place: Gurugram Place: Gurugram Place: Gurugram
Date: June 18, 2025 Date: June 18, 2025 Date: June 18, 2025
Sahil Jain Punam Dargar
Chief Financial Officer Company Secretary (M. No.- A56987)
Place: Gurugram Place: Kolkata
Date: June 18, 2025 Date: June 18, 2025
346Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
(All amounts are in million of Indian Rupees, unless stated otherwise)
Restated Consolidated Statement of Changes in the Equity
a. Equity share capital
Particulars Amount
As at April 1, 2022 7 71.96
Movement during the year :
Shares issued under private placement 4.95
As at March 31, 2023 7 76.91
Movement during the year :
Shares issued under private placement 13.22
As at March 31, 2024 7 90.13
Movement during the year :
Shares issued under private placement 37.17
Conversion of CCPS into equity shares 196.10
Conversion of warrants into equity shares 8.50
As at March 31, 2025 1 ,031.90
b. Other equity
Reserves and surplus
Instruments Foreign Share Money
classified as Share currency application received
Particulars equity Securities based Retained translation money pending against share Total
(refer note 18.2) premium payment earnings reserve allotment warrants
reserve
As of April 1, 2022 183.80 2,032.30 - (1,847.16) - - - 368.94
Issue of share warrants convertible into equity shares - 176.88 - - - - 2.13 179.01
Restated Loss for the year - - - (1,010.46) - - - (1,010.46)
Re-measurement of defined benefit plan (net of tax) - - - 0.26 - - - 0.26
As at March 31, 2023 183.80 2,209.18 - (2,857.36) - - 2.13 (462.25)
Issue of equity shares (refer note 17.6) - 342.40 - - - 0* - 342.40
Issue of cumulative convertible preference shares (refer note 17.7) 12.20 315.92 - - - - - 328.12
Restated Loss for the year - - - (499.57) - - - (499.57)
Re-measurement of defined benefit plan (net of tax) - - - 1.24 - - - 1.24
As at March 31, 2024 196.00 2,867.50 - (3,355.69) - 0* 2.13 (290.06)
Issue of equity shares (refer note 17.6) - 962.58 - - - - - 962.58
Issue of cumulative convertible preference shares (refer note 17.7) 0.10 2.77 - - - (0)* - 2.87
Conversion of CCPS into equity shares (196.10) - - - - - - (196.10)
Conversion of warrants into equity shares (refer note 18.3) - 159.38 - - - - (2.13) 157.25
Share based payment expense (refer note 18.4 and 42) - - 39.32 - - - - 39.32
Expenses incurred for issue of equity shares - (0.49) - - - - - (0.49)
Net gain due to foreign currency translation differences - - - - 3.68 - - 3.68
Restated Loss for the year - - - (631.79) - - - (631.79)
Re-measurement of defined benefit plan (net of tax) - - - (0.35) - - - (0.35)
As at March 31, 2025 - 3,991.74 39.32 (3,987.83) 3.68 - - 46.91
* amount less than five thousand are appearing as '0'.
See accompanying notes forming part of the Restated Consolidated Financial Information (1-49)
As per our report of even date
For Deloitte Haskins & Sells LLP For and on behalf of the Board of Directors of
Chartered Accountants Smartworks Coworking Spaces Limited
(Firm Registration Number: 117366 W/W-100018) (Formerly known as Smartworks Coworking Spaces Private Limited)
Nilesh H. Lahoti Neetish Sarda Harsh Binani
Partner Managing Director Wholetime Director
Membership No: 130054 DIN: 07262894 DIN: 07717396
Place: Gurugram Place: Gurugram Place: Gurugram
Date: June 18, 2025 Date: June 18, 2025 Date: June 18, 2025
Sahil Jain Punam Dargar
Chief Financial Officer Company Secretary (M. No.- A56987)
Place: Gurugram Place: Kolkata
Date: June 18, 2025 Date: June 18, 2025
347Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
Notes forming part of the Restated Consolidated Financial Information
1. CORPORATE INFORMATION
SmartworksCoworkingSpacesLimited(‘theParent’)(CIN-U74900DL2015PLC310656)isapubliclimitedCompany,domiciledinIndia.TheRegisteredofficeofthe
CompanyissituatedatUnitNo.305-310,PlotNo.9,10&11,VardhmanTradeCentre,NehruPlace,NewDelhi-110019.TheParentCompanytogetherwithitsfour
subsidiariesishereinreferredtoas"theGroup".TheGroupisengagedinthebusinessofdevelopingandlicensingfullyservicedofficespacesincludingrenderingof
related ancillary services, software development and rendering of design and fitout services. Refer note 45 for details of investment in subsidiaries.
These Restated Consolidated Financial Information were authorised for issue in accordance with a resolution of the Board of Directors on June 18, 2025.
2. SUMMARY OF MATERIAL ACCOUNTING POLICIES
2.1. Basis of preparation and presentation
TheRestatedConsolidatedFinancialInformationoftheGroupcomprisesoftheRestatedConsolidatedStatementofAssetsandLiabilitiesasatMarch31,2025,2024
and2023,theRestatedConsolidatedStatementofProfitandLoss(includingOtherComprehensiveIncome),theRestatedConsolidatedStatementofCashFlowsand
theRestatedConsolidatedStatementofChangesinEquityfortheyearsendedMarch31,2025,2024and2023andtheSummaryofMaterialAccountingPoliciesand
explanatory notes (collectively, the ‘Restated Consolidated Financial Information’).
TheseRestatedConsolidatedFinancial InformationhasbeenpreparedbytheManagementoftheGroupforthepurposeofinclusionintheRedHerringProspectus
(‘RHP’) andProspectus(collectively,the “OfferDocuments”) preparedby the Company in connection with itsproposed Initial Public Offer (“IPO”) in terms of the
requirements of:
(i) Section 26 of Part I of Chapter III of the Companies Act, 2013, as amended ("the Act");
(ii) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("ICDR Regulations"); and
(iii) 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”).
TheseRestatedConsolidatedFinancialInformationhavebeencompiledbytheManagementfromtheauditedconsolidatedfinancialstatementsoftheGroupasatand
fortheyearsendedMarch31,2025,2024and2023preparedinaccordancewiththeIndASasprescribedunderSection133oftheActreadwithCompanies(Indian
AccountingStandards)Rules2015,asamended,andotheraccountingprinciplesgenerallyacceptedinIndia(the“ConsolidatedFinancialStatements”),whichhave
been approved by the Board of Directors at their meetings held on June 13, 2025, July 19, 2024, and September 29, 2023 respectively.
TheaccountingpolicieshavebeenconsistentlyappliedbytheGroupinpreparationoftheRestatedConsolidatedFinancialInformationandareconsistentwiththose
adopted in the preparation of financial statements as at and for the year ended March 31, 2025.
TheseRestatedConsolidatedFinancialInformationdonotreflecttheeffectsofeventsthatoccurredsubsequenttotherespectivedatesofboardmeetingforadoption
of the audited Consolidated Financial Statements as at and for the years ended March 31, 2025 ,2024 and 2023.
The Restated Consolidated Financial Information:
a)havebeenpreparedafterincorporatingadjustmentsforthechangesinaccountingpolicies,materialerrorsandregrouping/reclassificationsretrospectivelyinthe
yearsendedMarch31,2024and2023,toreflectthesameaccountingtreatmentaspertheaccountingpolicyandgrouping/classificationsfollowedasatandforthe
year ended March 31, 2025, as applicable;
b) do not require any adjustment for modification mentioned below.
TheauditreportsontheinternalfinancialcontrolswithreferencetotheConsolidatedFinancialStatementsweremodifiedandincludedfollowingmattersgivingriseto
modifications on the internal financial controls with reference to the Consolidated Financial Statements as at and for the year ended March 31, 2023:
Basis for Qualified opinion
“WithrespecttotheParent,accordingtotheinformationandexplanationsgiventousandbasedonouraudit,thefollowingmaterialweaknesshasbeenidentifiedin
the Company’s internal financial controls with reference to Consolidated Financial Statements as at March 31, 2023:
The Parent did not have an appropriate internal control with reference to Consolidated Financial Statement for property, plant and equipment with regard to (a)
identificationandrecordingofassetsdiscardedonaccountofpropertiesvacatedbytheCompany andtermination oflease bycustomers and(b) determiningand
recordingthediscrepanciesinindividualitemsofassetsbetweenproperty,plantandequipmentregisterandphysicalverificationreport.Thiscouldpotentiallyresult
in material misstatements in the Company’s property, plant and equipment, depreciation and other expense account balances.
A‘materialweakness’isadeficiency,oracombinationofdeficiencies,ininternalfinancialcontrolwithreferencetoConsolidatedfinancialstatements,suchthatthere
is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.”
'TheRestatedConsolidatedFinancialInformationarepresentedinIndianRupees"INR"or"Rs."or“₹”andallvaluesarestatedasINRorRs.or₹million,exceptwhen
otherwise indicated.
(This space has intentionally been left blank)
348Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
Notes forming part of the Restated Consolidated Financial Information
Current versus non-current classification
The Group presents assets and liabilities based on current/ non-current classification.
Assets:
An asset is treated as current when it is:
i) Expected to be realised or intended to be sold or consumed in normal operating cycle
ii) Held primarily for the purpose of trading
iii) Expected to be realised within twelve months after the reporting period, or
iv) Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
All other assets are classified as non-current.
Liabilities:
A liability is current when:
(i) It is expected to be settled in normal operating cycle
(ii) It is held primarily for the purpose of trading
(iii) It is due to be settled within twelve months after the reporting period, or
(iv) There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.
All other liabilities are classified as non-current.
Deferredtaxassetsandliabilities,andallotherassetsandliabilitieswhicharenotcurrent(asdiscussedintheaboveparagraphs)areclassifiedasnon-currentassets
and liabilities.
Operating cycle:
All assets and liabilities have been classified as current or non-current as per the Group’s operating cycle and other criteria set out in the Schedule III to the
CompaniesAct,2013.Basedonthenatureofservicesandthetimebetweentherenderingofserviceandtheirrealizationincashandcashequivalents,theGrouphas
ascertained its operating cycle as twelve months for the purpose of current and non-current classification of assets and liabilities.
Fair value measurement
Fairvalueisthepriceatthemeasurementdate,atwhichanassetcanbesoldoraliabilitycanbetransferred,inanorderlytransactionbetweenmarketparticipants.
The Group’s accounting policies require, measurement of certain financial instruments at fair values (either on a recurring or non-recurring basis).
TheGroupisrequiredtoclassifythefairvaluationmethodofthefinancialassetsandliabilities,eithermeasuredordisclosedatfairvalueintheFinancialInformation,
usingathreelevelfair-value-hierarchy(whichreflectsthesignificanceofinputsusedinthemeasurement).Accordingly,theGroupusesvaluationtechniquesthatare
appropriateinthecircumstancesandforwhichsufficientdataisavailabletomeasurefairvalue,maximisingtheuseofrelevantobservableinputsandminimisingthe
use of unobservable inputs.
2.2. Basis of consolidation
The Parent consolidates entities which it controls. The Restated Consolidated Financial Information comprise the Financial Information of the Parent and its
subsidiaries.ControlexistswhentheParenthaspowerovertheentity,isexposed,orhasrightstovariablereturnsfromitsinvolvementwiththeentityandhasthe
abilitytoaffectthosereturnsbyusingitspowerovertheentity.Powerisdemonstratedthroughexistingrightsthatgivetheabilitytodirectrelevantactivities,those
which significantly affect the entity’s returns. Subsidiaries are consolidated from the date the control commences until the date control ceases.
TheRestatedFinancialInformationoftheGroupCompaniesareconsolidatedonaline-by-linebasisandintra-groupbalancesandtransactionsincludingunrealised
gain/lossfromsuchtransactionsareeliminateduponconsolidation.Accountingpoliciesoftherespectiveindividualsubsidiariesarealignedwherevernecessaryto
ensure consistency with the accounting policies that are adopted by the Group under Ind AS and other generally accepted accounting principles.
2.3. Amendments to Ind AS
MinistryofCorporateAffairs(“MCA”)notifiesnewstandardsoramendmentstotheexistingstandardsunderCompanies(IndianAccountingStandards)Rulesasissued
fromtimetotime.DuringtheyearendedMarch31,2025,MCAhasnotifiedamendmenttoIndAS–116LeasesapplicabletotheGroupw.e.f.September9,2024.
The Group has reviewed the amendment and based on its evaluation has determined that it does not have any significant impact on its Restated Consolidated
Financial Information.
2.4. Functional and presentation currency
The Restated Consolidated Financial Information are presented in Indian rupees, which is the functional currency of the Group and the currency of the primary
economic environment in which the Group operates.
2.5. Use of estimates and judgement
ThepreparationofRestatedConsolidatedFinancialInformation inconformitywithIndASrequiresthemanagementtomakejudgments,estimatesandassumptions
thataffecttheapplicationofaccountingpoliciesandthereportedamountsofassets,liabilities,incomeandexpenses.Actualresultsmaydifferfromtheseestimates.
(refer note 3A)
Estimatesandunderlyingassumptionsarereviewedonaperiodicbasis.Revisionstoaccountingestimatesarerecognizedintheperiodinwhichtheestimatesare
revised and in any future periods affected.
349Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
Notes forming part of the Restated Consolidated Financial Information
2.6. Revenue recognition
2.6.1. Operating revenue
Revenuefromoperationsincludesrentalincomefortheuseofco-workingspace,alongwithrelatedancillaryservices,softwarefeesandincomefromrenderingof
designing services (design and fitout service).
Rental income
Revenuefromleasedoutco-workingspaceunderanoperatingleasesisrecognizedonastraightlinebasisovertheleaseterm,exceptwherethereisanuncertainty
of ultimate collection.
TheGroupassessestheleasetermbasedonthecustomerportfoliotodeterminewhetheritisreasonablycertainthatanyoptionstoextendorterminatethecontract
will be exercised. The Group has determined the lease term as the non-cancellable term or contract term based on the customer portfolio.
Afterleaseterm,rentalrevenueisrecognizedasandwhenservicesarerenderedonamonthlybasisasperthecontractualtermsprescribedunderagreemententered
withcustomers.Initialdirectcosts,suchascommissions,incurredbytheGroupinnegotiatingandarrangingaleasearedeferredandallocatedtoincomeoverthe
lease term for revenue, which has been presented as 'Prepayments' in Restated Consolidated Statement of Assets and Liabilities.
Design and fitout service
DesignandfitoutservicewheretheGroupisactingasacontractor,revenueisrecognizedinaccordancewiththetermsoftheconstructionagreements.Undersuch
contracts, assets created does not have an alternative use and the Group has an enforceable right to payment.
TheGroupusescostbasedinputmethodformeasuringprogressforperformanceobligationsatisfiedovertime.Underthismethod,theGrouprecognizesrevenuein
proportiontotheactualprojectcostincurredasagainstthetotalestimatedprojectcost.Themanagementreviewsandrevisesitsmeasureofprogressperiodically
andareconsideredaschangeinestimatesandaccordingly,theeffectofsuchchangesinestimatesisrecognisedprospectivelyintheperiodinwhichsuchchanges
are determined. However, when the total project cost is estimated to exceed total revenues from the project, the loss is recognized immediately.
Astheoutcomeofthecontractscannotbemeasuredreliablyduringtheearlystagesoftheproject,contractrevenueisrecognizedonlytotheextentofcostsincurred
in the Restated Consolidated Statement of Profit and Loss.
Software Fees
Revenue from contracts with customers for software fees is recognized when control of services are transferred to the customer at an amount that reflects the
consideration to which the Group expects to be entitled in exchange for those services.
Ancillary services
Revenuefromcontractswithcustomersforancillaryservices(suchasmeetingroomcharges,one-timesetupcosts,parkingcharges,internetfees,electricitycharges,
facilitymanagementservicesetc.)isrecognizedwhencontrolofthegoodsorservicesaretransferredtothecustomeratanamountthatreflectstheconsiderationto
which the Group expects to be entitled in exchange for those goods or services.
Revenuesinexcessofinvoicingareclassifiedasunbilledrevenuewhileinvoicingandcollectioninexcessofrevenueareclassifiedasdeferredrevenue.TheGroup
presents service revenue net of indirect taxes in its Restated Consolidated Statement of Profit and Loss.
2.6.2. Other income
InterestincomefromafinancialassetisrecognizedwhenitisprobablethattheeconomicbenefitswillflowtotheGroupandtheamountofincomecanbemeasured
reliably. Interest income isaccruedon atime basis,by reference tothe principal outstandingandat the effective interest rate applicable, which isthe rate that
exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount on initial recognition.
Ondisposal ofaninvestment,thedifferencebetweenthecarryingamountandthedisposal proceeds,netofexpenses,isrecognizedintheRestatedConsolidated
Statement of Profit and Loss.
2.7. Leases
2.7.1 Group as a lessee
Atinceptionofacontract,theGroupassesseswhetherthecontractis,orcontains,alease.Acontractis,orcontains,aleaseifthecontractconveystherightto
control the use of an identified asset for a period of time in exchange for consideration.
Atthedateofcommencementofthelease,theGrouprecognizesaright-of-useasset(“ROU”)andacorrespondingleaseliabilityforallleasearrangementsinwhichit
isalessee,exceptforleaseswithatermoftwelvemonthsorless(short-termleases)andlowvalueleases.Fortheseshort-termandlowvalueleases,theGroup
recognizes the lease payments as an operating expense over the term of the lease.
Theright-of-useassetsareinitiallyrecognizedatcost,whichcomprisestheinitialamountoftheleaseliabilityadjustedforanyleasepaymentsmadeatorpriorto
thecommencementdateoftheleaseplusanyinitialdirectcostslessanyleaseincentives.Theyaresubsequentlymeasuredatcostlessaccumulateddepreciationand
impairmentlosses.Depreciationiscomputedusingthestraight-linemethodfromthecommencementdatetotheendoftheusefullifeoftheunderlyingassetorthe
endoftheleaseterm,whicheverisshorter.IfownershipoftheleasedassettransferstotheGroupattheendoftheleasetermorthecostreflectstheexerciseofa
purchase option, depreciation is calculated using the estimated useful life of the asset.
Theleaseliabilityisinitiallymeasuredatamortizedcostatthepresentvalueofthefutureleasepayments.Theleasepaymentsarediscountedusingtheinterestrate
implicitintheleaseor,ifnotreadilydeterminable,usingtheincrementalborrowingratesthatcommensuratewiththeleaseterm(refernote3A.1.1).Subsequently,
leaseliabilitiesaremeasuredatamortizedcostusingtheeffectiveinterestmethodandremeasuredtoreflectanyreassessmentofoptionsorleasemodifications,orto
reflectchangesinleasepayments,withacorrespondingadjustmenttotheROUassetorRestatedConsolidatedStatementofProfitandLossiftheROUassethasbeen
reduced to zero.
Assetretirementobligationisdeterminedatthepresentvalueofexpectedcoststosettletheobligationusingestimatedcashflowsandarerecognizedaspartofthe
cost of the particular right-of-use asset on initial recognition.
350Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
Notes forming part of the Restated Consolidated Financial Information
2.7.2 Group as a lessor
LeasesinwhichtheGrouptransferssubstantiallyalltherisksandbenefitsofownershipoftheassetareclassifiedasfinanceleases.Assetsgivenunderfinancelease
are recognized as a receivable at an amount equal to the net investment in the lease. After initial recognition, the Group apportions lease rentals between the
principalrepaymentandinterestincomesoastoachieveaconstantperiodicrateofreturnonthenetinvestmentoutstandinginrespectofthefinancelease.The
interest income is recognized in the Restated Consolidated Statement of Profit and Loss.
Leasesin which the Group doesnot transfersubstantially all the risksandbenefitsof ownershipof theasset areclassifiedasoperatingleases.Assetssubjectto
operatingleasesareincludedinproperty,plantandequipmentandrightofuseassets.Managementrecognisedleaseincomeonanoperatingleaseisrecognizedin
the Restated Consolidated Statement of Profit and Loss on a straight-line basis over the lease term on reasonable basis.
2.8. Foreign currency transactions and balances
Transactions in currencies other than the Group’s functional currency (foreign currencies) are recognized at the rates of exchange prevailing at the dates of the
transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-
monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
Exchange differences on monetary items are recognized in Restated Consolidated Statement of Profit and Loss in the period in which they arise.
TheassetsandliabilitiesofforeignoperationsaretranslatedintoRupeesattheexchangeratesprevailingatthereportingdatewhereastheirStatementsofProfitand
LossaretranslatedintoRupeesatdailyaverageexchangeratesandtheequityisrecordedatthehistoricalrate.However,ifexchangeratesfluctuatesignificantly
duringtheperiod,theexchangeratesatthedateoftransactionsareused.TheresultingexchangedifferencesarisingonthetranslationarerecognisedinOCIand
held in foreign currency translation reserve (‘FCTR’), a component of equity. On disposal of a foreign operation (that is, disposal involving loss of control), the
component of OCI relating to that particular foreign operation is reclassified to Restated Consolidated Statement of Profit or Loss.
2.9. Employee benefits
TheGroup'semployeebenefitmainlyincludessalaries,bonuses,definedcontributionabsencesanddefinedbenefitplans.Theemployeebenefitsarerecognisedinthe
periodinwhichtheassociatedservicesarerenderedbytheGroupemployees.ShorttermemployeebenefitsarerecognisedinRestatedConsolidatedStatementof
Profit and Loss at undiscounted amounts during the period in which the related services are rendered.
2.9.1. Short-term benefits
Liabilitiesforsalaries,includingnon-monetarybenefits(suchascompensatedabsences)thatareexpectedtobesettledwhollywithin12monthsaftertheendofthe
periodinwhichtheemployeesrendertherelatedservicearerecognizedinrespectofemployees’servicesuptotheendofthereportingperiodandaremeasuredat
theamountsexpectedtobepaidwhentheliabilitiesaresettled.TheliabilitiesarepresentedascurrentemployeebenefitobligationsintheRestatedConsolidated
Statement of Assets and Liabilities.
2.9.2. Long term benefits
Compensated absences
Compensatedabsencesbenefitscomprisesofencashmentandavailmentofleavebalancesthatwereearnedbytheemployeesovertheperiodofpastemployment.
The Group providesfor the liability towardsthe saidbenefitson the basis of actuarial valuationcarried outasatthe reportingdate,byan independentqualified
actuaryusingtheprojected-unit-creditmethod.Therelatedre-measurementsarerecognisedintheRestatedConsolidatedStatementofProfitandLossintheperiod
in which they arise.
2.9.3. Post-employment obligations
Defined benefit plans
The Group has defined benefit plan namely gratuity. The said plan requires a lump-sum payment to eligible employees (meeting the required vesting service
condition)atretirementorterminationofemployment,basedonapre-definedformula.Thecostofprovidingbenefitsisdeterminedusingtheprojectedunitcredit
method, with actuarial valuations being carried out at the end of each annual reporting period. Defined benefit costs are categorised as follows:
• service cost (including current service cost, past service cost, as well as gains and losses on curtailments and settlements);
• net interest expense or income; and
• remeasurement
The Group presents the first two components of defined benefit costs in Restated Consolidated Statement of Profit and Loss. Curtailment gains and losses are
accountedforaspastservicecosts.PastservicecostisrecognizedinRestatedConsolidatedStatementofProfitandLossintheperiodofaplanamendment.Net
interestiscalculatedbyapplyingthediscountrateatthebeginningoftheperiodtothenetdefinedbenefitliabilityorasset.Re-measurementgainsandlossesarising
fromexperienceadjustmentsandchangesinactuarialassumptionsarerecognizedintheperiodinwhichtheyoccur,directlyinothercomprehensiveincome.Theyare
included in retained earnings in the Restated Consolidated Statement of Changes in Equity and in the Restated Consolidated Statement of Assets and Liabilities.
Defined contribution plans
TheGrouphasdefinedcontributionplansforpost-employment.TheGroup’scontributiontheretoischarged tothe RestatedConsolidatedStatementof Profitand
Loss. The Group has no further obligations under these plans beyond its periodic contributions.
2.9.4. Share based payments
Employees of the Group receives remuneration in the form of share-based payments, whereby employees render services as consideration for equity instruments.
Thecostofequity-settledtransactionsisdeterminedbythefairvalueatthedatewhenthegrantismadeusingBlackScholesvaluationmodel.Thegrantdatefair
valueofoptionsgrantedtoemployeesisrecognisedasemployeebenefitexpenseswithacorrespondingincreaseinemployeestockoptionsreserve,overtheperiod
inwhichtheeligibilityconditionsarefulfilledandtheemployeesunconditionallybecomeentitledtotheawards.Thecumulativeexpenserecognisedforequitysettled
transactionsateachreportingdateuntilthevestingdatereflectstheextenttowhichthevestingperiodhasexpiredandtheGroup’sbestestimateofthenumberof
equity instruments that will ultimately vest.
TheRestatedConsolidatedStatementofProfitandLossforayearrepresentsthemovementincumulativeexpenserecognisedasatthebeginningandendofthat
periodandisrecognisedinemployeebenefitsexpense.Thedilutiveeffectofoutstandingoptionsisreflectedasadditionalsharedilutioninthecomputationofdiluted
earnings per share.
351Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
Notes forming part of the Restated Consolidated Financial Information
2.10. Finance costs
Borrowingcoststhataredirectlyattributabletotheacquisitionorconstructionofqualifyingassetsarecapitalisedaspartofthecostofsuchassets.Aqualifyingasset
is one that necessarily takes substantial period of time to get ready for its intended use.
Interest income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs
eligible for capitalisation.
All other borrowing costs are charged to the Restated Consolidated Statement of Profit and Loss for the period for which they are incurred.
2.11. Taxation
Income tax expense represents the sum of the current tax and deferred tax.
2.11.1. Current tax
Thecurrenttaxisbasedontaxableprofitfortheyear.Taxableprofitdiffersfrom'ProfitBeforeTax'asreportedintheRestatedConsolidatedStatementofProfitand
Lossbecauseofitemsofincomeorexpensethataretaxableordeductibleinotheryearsanditemsthatarenevertaxableordeductible.TheGroup'scurrenttaxis
calculated using tax rates applicable for the respective year.
2.11.2. Deferred tax
DeferredtaxisrecognizedontemporarydifferencesbetweenthecarryingamountsofassetsandliabilitiesintheRestatedConsolidatedFinancial Information and
theirtaxbases.Deferredtaxliabilitiesarerecognizedforalltaxabletemporarydifferences.Deferredtaxassetsarerecognizedforalldeductibletemporarydifferences
andincurredtaxlossestotheextentthatitisprobablethattaxableprofitswillbeavailableagainstwhichthosedeductibletemporarydifferencescanbeutilised.
Suchdeferredtaxassetsandliabilitiesarenotrecognizedifthetemporarydifferencearisesfromtheinitialrecognitionofassetsandliabilitiesinatransactionthat
affects neither the taxable profit nor the accounting profit.
Thecarryingamountofdeferredtaxassetsisreviewedattheendofeachreportingyearandreducedtotheextentthatitisnolongerprobablethatsufficienttaxable
profits will be available to allow all or part of the asset to be recovered.
Deferredtaxliabilitiesandassetsaremeasuredatthetaxratesthatareexpectedtoapplyintheyearinwhichtheliabilityissettledortheassetrealised,basedon
tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting year.
ThemeasurementofdeferredtaxliabilitiesandassetsreflectsthetaxconsequencesthatwouldfollowfromthemannerinwhichtheGroupexpects,attheendofthe
reporting period, to recover or settle the carrying amount of its assets and liabilities.
2.11.3. Current and deferred tax
CurrentanddeferredtaxarerecognizedintheRestatedConsolidatedStatementofProfitandLoss,exceptwhentheyrelatetoitemsthatarerecognizedinother
comprehensive income or directly in equity, in which case, the current anddeferred tax are alsorecognized in other comprehensive income ordirectly in equity
respectively.
2.12. Property, plant and equipment ('PPE')
Property, plant and equipment is stated at cost, net of accumulated depreciation and accumulated impairment losses, if any.
Costcomprisesofthepurchasepriceincludingfreightandnon-refundabletaxes,anddirectlyattributableexpensesincurredtobringtheassettothelocationand
condition necessary for it to be capable of being operated in the manner intended by management.
Borrowingcoststhataredirectlyattributabletotheacquisitionorconstructionofqualifyingassetsarecapitalisedaspartofthecostofsuchassets.Aqualifyingasset
is one that necessarily takes substantial period of time to get ready for its intended use (refer note 2.10)
Costincurredforexpectedfit-outperiodiscapitalisedaspartofleaseholdimprovement,asthiscostisattributabletobringtheassetinnecessaryconditionforits
intended use. (refer note 3A.1.2)
Subsequentcostsareincludedintheasset'scarryingamountorrecognisedasaseparateasset,asappropriate,onlywhenitisprobablethatfutureeconomicbenefits
associated with the item will flow to the Group and the cost of the item can be measured reliably.
The carryingamount of any component accounted foras aseparate asset is derecognizedwhen replaced.The other repairs andmaintenance are charged to the
Restated Consolidated Statement of Profit and Loss during the reporting period in which they are incurred.
2.12.1. Depreciation method, estimated useful lives and residual value
Depreciableamountforassetsisthecostofanasset,orotheramountsubstitutedforcost,lessitsestimatedresidualvalue.Residualvalueisestimatedtobefive
percent of total cost of asset, except for certain leasehold improvement and electrical equipment classes of assets where it is estimated to be nil.
Depreciationonproperty,plantandequipmentiscomputedusingthestraight-linemethodovertheestimatedusefullives.Themanagementbasisitspastexperience
and technical assessment has estimated the useful lives, which is at variance with the life prescribed in Part C of Schedule II to the Act and has accordingly,
depreciatedtheassetsoversuchusefullives.TheGrouphasestablishedtheestimatedrangeofusefullivesfordifferentcategoriesofproperty,plantandequipment
as follows :
Categories Useful life (in years)
Lease term or 10 years,
Leasehold improvement
whichever is less
Electrical installations and equipment 10
Plant and equipment 15
Furniture and fixtures 3-10
Vehicles 8-10
Computer and data processing unit 3-6
Office equipment 3-10
Theusefullives,residualvaluesanddepreciationmethodofPPEarereviewed,andadjustedappropriately,atleastasateachfinancialyearendsoastoensurethat
themethodandperiodofdepreciationareconsistentwiththeexpectedpatternofeconomicbenefitsfromtheseassets.Theeffectofanychangeintheestimated
usefullives,residualvaluesand/ordepreciationmethodareaccountedprospectively,andaccordinglythedepreciationiscalculatedoverthePPE’sremainingrevised
useful life.
352Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
Notes forming part of the Restated Consolidated Financial Information
2.12.2. Derecognition
Anitemofproperty,plantandequipmentisderecognisedupondisposal orwhennofutureeconomicbenefitsareexpectedtoarisefromthecontinueduseofthe
asset.
Anygainorlossarisingonthedisposalorretirementofanitemofplantandequipmentisdeterminedasthedifferencebetweenthesalesproceedsandthecarrying
amount of the asset and is recognised in Restated Consolidated Statement of Profit and Loss.
Gainsandlossesondisposalaredeterminedbycomparingproceedswithcarryingamount.TheseareincludedinRestatedConsolidatedStatementofProfitandLoss
within other gains / (losses).
2.12.3. Capital work in progress
Capitalworkinprogressisstatedatcostlessimpairmentlosses.Suchexpenditureincludesthecostofmaterialsandgoodspurchasedoracquiredwiththeintention
of creating any capital asset and the project site and cost incurred for expected fit-out period which is attributed to the property, plant and equipment.
2.13. Intangible assets
2.13.1. Initial measurement
Software (both purchased and internally generated) which is not an integral part of related hardware, is treated as intangible asset and stated at cost on initial
recognition and subsequently measured at cost less accumulated amortization and accumulated impairment loss, if any.
2.13.2. Internally-generated intangible assets
Expenditure on research activities for internally generated intangible assets is recognised as an expense in the period in which it is incurred.
An internally-generated intangible asset arising from development (orfrom the development phase of an internal project) is recognisedif, andonly if,all of the
following conditions have been demonstrated:
• the technical feasibility of completing the intangible asset so that it will be available for use or sale;
• the intention to complete the intangible asset and use or sell it;
• the ability to use or sell the intangible asset;
• how the intangible asset will generate probable future economic benefits;
• the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and
• the ability to measure reliably the expenditure attributable to the intangible asset during its development.
Theamountinitiallyrecognisedforinternally-generatedintangibleassetsisthesumoftheexpenditureondirectsalaryincurredfromthedatewhentheintangible
assetfirstmeetstherecognitioncriterialistedabove.Wherenointernally-generatedintangibleassetcanberecognised,developmentexpenditureisrecognisedin
Restated Consolidated Statement of Profit and Loss in the period in which it is incurred.
2.13.3. Subsequent measurement
Subsequentcostsareincludedintheasset’scarryingamount,onlywhenitisprobablethatfutureeconomicbenefitsassociatedwiththecostincurredwillflowtothe
Group and the cost of the item can be measured reliably. All other expenditure is recognized in the Restated Consolidated Statement of Profit and Loss.
2.13.4. Derecognition policy
Anintangibleassetisderecognisedondisposal,orwhennofutureeconomicbenefitsareexpectedfromuseordisposal.Gainsorlossesarisingfromderecognitionof
an intangible asset are measured as the difference between the net disposal proceedsand the carrying amount of the asset, andare recognisedin the Restated
Consolidated Statement of Profit and Loss when the asset is derecognised.
2.13.5. Amortisation method and periods
Intangibleassetsi.e.softwareareamortisedonastraightlinebasisoveritsestimatedusefullifei.e.3years.Theestimatedusefullifeandamortisationmethodare
reviewed at the end of each reporting year, with the effect of any changes in estimate being accounted for on a prospective basis.
2.14. Impairment of non-financial assets
Attheendofeachreportingyear,theGroupreviewsthecarryingamountsofitsimpairmentofnon-financialassetstodeterminewhetherthereisanyindicationthat
thoseassetshavesufferedanimpairmentloss.Ifanysuchindicationexists,therecoverableamountoftheassetisestimatedinordertodeterminetheextentofthe
impairmentloss(ifany).Whenitisnotpossibletoestimatetherecoverableamountofanindividualasset,theGroupestimatestherecoverableamountofthecash
generatingunittowhichtheassetbelongs.Whenareasonableandconsistentbasisofallocationcanbeidentified,corporateassetsarealsoallocatedtoindividual
cash-generating units, or otherwise they are allocated to the smallest cash-generating units for which a reasonable and consistent allocation basis can be identified.
Recoverableamountisthehigheroffairvaluelesscostsofdisposalandvalueinuse.Inassessingvalueinuse,theestimatedfuturecashflowsarediscountedto
theirpresentvalueusingapre-taxdiscountratethatreflectscurrentmarketassessmentsofthetimevalueofmoneyandtherisksspecifictotheassetforwhichthe
estimates of future cash flows have not been adjusted.
Iftherecoverableamountofanasset(orcash-generatingunit)isestimatedtobelessthanitscarryingamount,thecarryingamountoftheasset(orcash-generating
unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in the Restated Consolidated Statement of Profit and Loss.
Whenanimpairmentlosssubsequentlyreverses,thecarryingamountoftheasset(oracash-generatingunit)isincreasedtotherevisedestimateofitsrecoverable
amount,butsothattheincreasedcarryingamountdoesnotexceedthecarryingamountthatwouldhavebeendeterminedhadnoimpairmentlossbeenrecognised
fortheasset(orcash-generatingunit)inprioryears.AreversalofanimpairmentlossisrecognisedimmediatelyintheRestatedConsolidatedStatementofProfitand
Loss.
353Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
Notes forming part of the Restated Consolidated Financial Information
2.15. Provisions and contingencies
ProvisionsarerecognisedwhentheGrouphasapresentobligation(legalorconstructive)asaresultofapastevent,itisprobablethattheGroupwillberequiredto
settle the obligation, and a reliable estimate can be made of the amount of the obligation.
Theamountrecognisedasaprovisionisthebestestimateoftheconsiderationrequiredtosettlethepresentobligationattheendofthereportingperiod,takinginto
account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flowsestimated tosettle the present obligation,its
carrying amount is the present value of those cash flows (when the effect of the time value of money is material).
Assetretirementobligations(ARO)areprovidedforthoseoperatingleasearrangementswheretheGrouphasabindingobligationattheendoftheleaseperiodto
restore the leased premises in a condition similar to inception of lease.
Assetretirementobligationareprovidedatthepresentvalueofexpectedcoststosettletheobligationusingestimatedcashflowsandarerecognizedaspartofthe
cost of the particular asset. The cash flows are discounted using incremental borrowing rate that reflects the risks specific to the site restoration obligation.The
unwindingofthediscountisexpensedasincurredandrecognizedintheRestatedConsolidatedStatementofProfitandLossasafinancecost.Theestimatedfuture
costsofdecommissioningarereviewedannuallyandadjustedasappropriate.Changesintheestimatedfuturecostsorinthediscountrateappliedareaddedtoor
deducted from the cost of the asset.
Contingentliabilitiesaredisclosedwhenthereisapossibleobligationarisingfrompastevents,theexistenceofwhichwillbeconfirmedonlybytheoccurrenceornon
occurrenceofoneormoreuncertainfutureeventsnotwhollywithinthecontroloftheGrouporapresentobligationthatarisesfrompasteventswhereitiseithernot
probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made.
2.16. Financial instruments
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the instruments.
The Group determines the classification of its financial instruments at initial recognition.
2.17. Financial assets
2.17.1. Initial recognition and measurement
Atinitialrecognition,financialasset(excepttradereceivableswhichdonotcontainasignificantfinancingcomponentaremeasuredattransactionprice)ismeasured
atitsfairvalueplus,inthecaseofafinancialassetnotatfairvaluethroughRestatedConsolidatedStatementofProfitandLoss,transactioncoststhataredirectly
attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through Profit and Loss are expensed in Restated
Consolidated Statement of Profit and Loss.
2.17.2. Subsequent measurement
All recognised financial assets are subsequently measured in their entirety at either amortised cost or fair value, depending on the classification of the financial
assets.
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 Restated Consolidated Statement of Profit and Loss ), and
• those measured at amortised cost.
The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows.
Forassetsmeasuredatfairvalue,gainsandlosseswilleitherberecordedinRestatedConsolidatedStatementofProfitandLoss orothercomprehensiveincome.
Investments in debt mutual funds are measured at fair value through Profit and Loss as per the business model and contractual cash flow test.
2.17.3. Impairment of financial assets
The Group assessesat each reportingdate whether a financial asset or agroup of financial assetsis impaired.Ind AS109 requires expected credit losses tobe
measured through a loss allowance. The Group recognises lifetime expected losses for trade receivables that do not constitute a financing transaction. For other
financialassetscarriedatamortisedcosttheGroupassesses,onaforwardlookingbasis,theexpectedcreditlossesassociatedwithsuchassetsandrecognisesthe
same in Restated Consolidated Statement of Profit and Loss.
2.17.4. Cash and cash equivalents
ForthepurposeofpresentationintheRestatedConsolidatedStatementofCashFlows,cashandcashequivalentsincludescashonhand,depositsheldatcallwith
financialinstitutions,othershort-term,highlyliquidinvestments,otherthanwhicharelienagainstborrowings,withoriginalmaturitiesofthreemonthsorlessthat
arereadilyconvertibletoknownamountsofcashandwhicharesubjecttoaninsignificantriskofchangesinvalue,andbookoverdrafts.Bankoverdraftsareshown
within borrowings in current liabilities in the Restated Consolidated Statement of Assets and Liabilities.
2.17.5. Derecognition of financial assets
The Group derecognises financial assets in accordance with the principles of Ind AS 109 which usually coincides receipt of payment or write off of the financial asset.
2.18. Financial liabilities and equity instruments
2.18.1. Classification of debt or equity
Debt andequity instruments issued by aGroupentity are classified aseitherfinancial liabilitiesorasequity in accordance with the substance of the contractual
arrangements and the definitions of a financial liability and an equity instrument.
2.18.2. Equity instruments
Anequityinstrumentisanycontractthatevidencesaresidualinterestintheassetsofanentityafterdeductingallofitsliabilities.Equityinstrumentsissuedbya
Group entity are recognised at the proceeds received, net of direct issue costs.
354Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
Notes forming part of the Restated Consolidated Financial Information
2.18.3. Financial liabilities
Classification : The Group classifies all financial liabilities as subsequently measured at amortised cost.
Initialrecognitionandmeasurement:Allfinancialliabilitiesarerecognisedinitiallyatfairvalueand,inthecaseofloansandborrowingsandpayables,netofdirectly
attributable transaction costs.
Loansandborrowings:Afterinitialrecognition,interest-bearingloansandborrowingsaresubsequentlymeasuredatamortisedcostusingtheEffectiveInterestRate
(EIR) method.Gainsand lossesare recognised in the Restated ConsolidatedStatement of Profit andLosswhenthe liabilitiesare derecognised.Amortisedcostis
calculatedbytakingintoaccountanydiscountorpremiumonacquisitionandtransactionscosts.TheEIRamortisationisincludedasfinancecostsintheRestated
Consolidated Statement of Profit and Loss.
2.18.4. Foreign exchange gains and losses
Forfinancialliabilitiesthataredenominatedinaforeigncurrencyandaremeasuredatamortisedcostattheendofeachreportingperiod,theforeignexchangegains
and losses are determined based on the amortised cost of the instruments and are recognised in the Restated Consolidated Statement of Profit and Loss.
2.18.5. Derecognition of financial liabilities
The Group derecognises financial liabilities when, and only when, the Group's obligations are discharged, cancelled or have expired.
2.19. Earnings per share
Basicearningspershareiscomputedbydividingtheprofit/(loss)attributabletotheshareholdersoftheGroupbytheweightedaveragenumberofequityshares
outstanding during the period.
Equity shares which are issuable upon the satisfaction of certain conditions resulting from contractual arrangements / shareholder agreement are considered
outstandingandincludedinthecomputationofbasicearningspersharefromthedatewhenallnecessaryconditionsunderthecontracthavebeensatisfiedason
Reporting date.
Dilutedearningspershareiscomputedbyadjusting,theprofit/(loss)fortheperiodattributabletotheshareholdersandtheweightedaveragenumberofshares
consideredforderivingBasicearningspershare,fortheeffectsofall thesharesthatcouldhavebeenissueduponconversionofall dilutivepotential shares.The
dilutivepotentialsharesareadjustedfortheproceedsreceivablehadthesharesbeenactuallyissuedatfairvalue.Further,thedilutivepotentialsharesaredeemed
converted as at beginning of the period, unless issued at a later date during the period.
2.20 Non-current assets held for sale
Non-currentassetsareclassifiedasheldforsaleiftheircarryingamountwillberecoveredprincipallythroughasaletransactionratherthanthroughcontinuinguse
andsaleisconsideredhighlyprobable.Asaleisconsideredashighlyprobablewhendecisionhasbeenmadetosell,assetsareavailableforimmediatesaleinits
present condition, assets are being actively marketed and sale has been agreed or is expected to be concluded within 12 months of the date of classification.
Non-current assets held for sale are neither depreciated nor amortised.
Assetsandliabilitiesclassifiedasheldforsalearemeasuredattheloweroftheircarryingamountandfairvaluelesscostofdisposalandarepresentedseparatelyin
the Restated Consolidated Statement of Assets and Liabilities.
(This space has intentionally been left blank)
355Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
Notes forming part of the Restated Consolidated Financial Information
3A KEY SOURCES OF ESTIMATION UNCERTAINTIES AND CRITICAL JUDGEMENTS
In applying the Group’s accounting policies, which are described in note 2 above, the directors are required to make judgements (other than those involving
estimations)thathaveasignificantimpactontheamountsrecognizedandtomakeestimatesandassumptionsaboutthecarryingamountsofassetsandliabilities
thatarenotreadilyapparentfromothersources.Theestimatesandassociatedassumptionsarebasedonhistoricalexperienceandotherfactorsthatareconsidered
to be relevant. Actual results may differ from these estimates.
Theestimatesandunderlyingassumptionsarereviewedonanongoingbasis.Revisionstoaccountingestimatesarerecognisedintheperiodinwhichtheestimateis
revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
3A .1 Critical judgements in applying the Group’s accounting policies
3A.1.1 Lease term - Group as a Lessee
IndAS116requireslesseestodeterminetheleasetermasthenon-cancellableperiodofaleaseadjustedwithanyoptiontoextendorterminatethelease,iftheuse
of such option is reasonably certain.
TheGroupmakesan assessmenton theexpected leaseterm onalease-by-leasebasisandthereby assesseswhether itisreasonablycertain thatany optionsto
extend or terminate the contract will be exercised. In evaluating the lease term, the Group considers factors such as any significant leasehold improvements
undertaken over the lease term, costs relating to the termination of the lease and the importance of the underlying asset to the Group's operations taking into account
the location of the underlying building and the availability of suitable alternatives. The Group has ascertained lease term as non-cancellable term.
3A.1.2 Capitalisation of fit out period
Cost(depreciationonrightofuseasset,interestexpenseofleaseliability,electricitycharges,buildingmaintenancecharges,housekeeping&securitycharges,project
anddesignrelatedemployeecost)fortheexpectedfit-outperiodiscapitalisedaspartofleaseholdimprovement,considering,thiscostisattributabletobringthe
asset in necessary condition for its intended use. The fit out period has been determined by the management basis the historical experience and the size and
complexities involved for development of property to make them available for intended use.
3A.1.3 Incremental borrowing rate
The initial recognition of lease liabilities at present value requires the identification of an appropriate discount rate. The Group has determined the incremental
borrowing rate basedon considerationsspecific tothe leasesby takingconsideration ofthe riskfree borrowingratesasadjustedforcountry /groupspecificrisk
premiums (basis the readily available data points). The Group is considering fixed deposit rates as appropriate discount rates to get fair value of financials assets.
3A.2 Key sources of estimation uncertainty
3A.2.1 Taxes
Deferred tax assetsare recognisedfortheunusedtaxlossesforwhich thereis probabilityof utilisationagainst thefuture taxableprofit.Significantmanagement
judgementisrequiredtodeterminetheamountofdeferredtaxassetsthatcanberecognised,baseduponthelikelytimingandtheleveloffuturetaxableprofits,
future tax planning strategies and recent business performances and developments (refer note 11).
3A.2.2 Useful life of property, plant and equipment
As described at note 2.12.1 above, the Group reviews the estimated useful lives of PPE at the end of each reporting year. After considering market conditions,
industrypractice,technological developmentsandotherfactors,theGroupdeterminedthatthecurrentuseful livesofitsPPEremainappropriate.Uncertaintiesin
these estimate relate to technical and economic obsolescence that may change the utility of assets.
(This space has intentionally been left blank)
356Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
(All amounts are in millions of Indian Rupees, unless stated otherwise)
3B. Statement of adjustments to the audited consolidated financial statements as at March 31, 2025, March 31, 2024 and March 31, 2023
Summarised below are the restatement adjustments made to the audited Consolidated Financial Statements as at and for the years ended March 31, 2025 ,2024, and 2023.
Part A: Statement of restatement adjustments to audited consolidated financial statements
Reconciliation between audited equity and restated equity :
As at March 31, As at March 31, As at March 31,
Particulars
2025 2024 2023
Total equity as per audited consolidated financial statements 1,078.81 500.07 314.66
Restatement adjustments - - -
Total equity as per Restated Consolidated Statement of Assets and Liabilities 1,078.81 500.07 314.66
Reconciliation between audited loss and restated loss :
Particulars For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Total comprehensive loss as per audited consolidated financial statements (628.46) ( 498.33) (1,010.20)
Restatement adjustments - - -
Restated total comprehensive loss as per Restated Consolidated Statement of Profit and Loss (628.46) (498.33) (1,010.20)
Part B: Material regrouping
Appropriateregrouping/reclassificationhavebeenmadeintheRestatedConsolidatedStatementofAssetsandLiabilities,RestatedConsolidatedStatementofProfitandLoss,RestatedConsolidated
StatementofCashFlowsandRestatedConsolidatedStatementofChangesinEquitywhereverrequired,byreclassificationofthecorrespondingitemsofincome,expenses,assetsandliabilities,in
ordertobringtheminlinewiththeaccountingpoliciesandclassificationaspertheConsolidatedFinancialStatementsasatandfortheyearsendedMarch31,2025,2024,and2023, preparedin
accordancewithScheduleIII(DivisionII)oftheAct,asamended,requirementsofIndAS1-'Presentationoffinancialstatements'andotherapplicableIndASprinciplesandtherequirementsofthe
Securities and Exchange Board of India (Issue of Capital & Disclosure Requirements) Regulations, 2018, as amended.
(This space has intentionally been left blank)
357Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
(All amounts are in million of Indian Rupees, unless stated otherwise)
Notes forming part of the Restated Consolidated Financial Information
4. Property, plant and equipment
Leasehold Electrical Plant and Computers and data
Particulars Furniture and fixtures Vehicles Office equipment Total
improvement installations/equipment equipment processing units
Gross carrying value
As at April 01, 2022 2,054.04 528.03 584.51 1 ,768.13 7 .09 242.04 77.46 5,261.30
Additions 2 ,909.39 428.33 403.20 1,640.21 14.12 150.40 7 9.47 5,625.12
Disposals/adjustments (105.29) (43.47) (6.91) (55.97) - (1.62) (3.51) ( 216.77)
Reclassified as held for sale ( 2.57) (1.40) (0.69) (6.78) - (0.93) (0.01) (12.38)
Sale and leaseback - - (79.41) (199.47) - (16.62) (5.37) ( 300.87)
As at March 31, 2023 4,855.57 911.49 900.70 3 ,146.12 2 1.21 373.27 148.04 10,356.40
Additions 1 ,333.80 257.17 288.25 910.49 13.39 94.08 4 0.01 2,937.19
Disposals/adjustments (146.98) (2.08) (6.90) (112.60) - (8.30) (29.82) ( 306.68)
As at March 31, 2024 6,042.39 1,166.58 1,182.05 3 ,944.01 3 4.60 459.05 158.23 12,986.91
Additions 971.73 386.16 506.30 1,488.25 2.09 131.30 6 8.42 3,554.25
Exchange difference - 0 .33 0 .02 4.96 - 0 .03 0.05 5 .39
Disposals/adjustments (18.20) (4.26) (0.74) (23.17) - (8.87) (1.22) (56.46)
As at March 31, 2025 6,995.92 1,548.81 1,687.63 5 ,414.05 3 6.69 581.51 225.48 16,490.09
Accumulated depreciation
As at April 01, 2022 5 77.86 114.18 75.29 388.54 1 .79 100.98 36.09 1,294.73
Depreciation 414.03 7 4.10 4 6.41 258.62 1.82 49.21 1 9.71 863.90
Disposals/adjustments (28.67) (15.52) (1.70) (24.21) - (1.24) (2.92) (74.26)
Reclassified as held for sale ( 0.21) (0.06) (0.02) (0.32) - (0.10) - (0.71)
Sale and leaseback - - (4.85) (12.11) - (2.21) (0.97) (20.14)
As at March 31, 2023 9 63.01 172.70 115.13 610.52 3 .61 146.64 51.91 2,063.52
Depreciation 860.74 103.99 7 0.35 394.63 3.07 63.06 2 5.48 1,521.32
Disposals/adjustments (159.93) (0.59) (3.61) (47.54) - (6.47) (18.40) ( 236.54)
As at March 31, 2024 1,663.82 276.10 181.87 957.61 6 .68 203.23 58.99 3,348.30
Depreciation 956.39 131.76 9 4.04 523.95 4.23 62.45 2 8.91 1,801.73
Exchange difference - 0 .01 - 0.17 - - 0 .18
Disposals/adjustments (18.20) (2.56) (0.72) (10.91) - (6.84) (0.81) (40.04)
As at March 31, 2025 2,602.01 405.31 275.19 1 ,470.82 1 0.91 258.84 87.09 5,110.17
Net carrying value
As at March 31, 2023 3,892.56 738.79 785.57 2 ,535.60 1 7.60 226.63 96.13 8,292.88
As at March 31, 2024 4,378.57 890.48 1,000.18 2 ,986.40 2 7.92 255.82 99.24 9,638.61
As at March 31, 2025 4,393.91 1,143.50 1,412.44 3 ,943.23 2 5.78 322.67 138.39 11,379.92
Note:
4.1. Refer note 19.1 for hypothecation / lien.
4.2. Refer note 32 of contractual commitment for acquisition of property, plant and equipment.
4.3. Property, plant and equipment are provided for coworking spaces to customers on lease except for vehicles and certain other assets.
4.4.TheGrouphascapitalisedborrowingcostofRs.12.08million,Rs.26.87millionandRs.27.64million duringtheyearsendedMarch31,2025,2024and2023respectively.Therateusedtodeterminetheamountofborrowingcostseligiblefor
capitalisation is 10.30% (general borrowings) , 13.75% (general borrowing) and 10.84% (general borrowings) for the years ended March 31, 2025, 2024 and 2023 respectively.
358Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
(All amounts are in million of Indian Rupees, unless stated otherwise)
Notes forming part of the Restated Consolidated Financial Information
5. Right-of-use assets
Equipment/furniture
Particulars Building Total
and fixtures
As at April 01, 2022 19,215.84 91.64 19,307.48
Additions during the year 13,208.37 123.66 13,332.03
Adjustments during the year 66.86 - 6 6.86
Disposal during the year (269.21) - ( 269.21)
Depreciation - capitalisation of fit out period (795.04) - ( 795.04)
Depreciation for the year (2,619.37) (75.65) (2,695.02)
As at March 31, 2023 28,807.45 139.65 28,947.10
Additions during the year 4 ,339.02 - 4,339.02
Adjustments during the year (4,859.13) 15.14 (4,843.99)
Disposal during the year (316.77) - ( 316.77)
Depreciation - capitalisation of fit out period (536.62) - ( 536.62)
Depreciation for the year (3,166.64) (19.50) (3,186.14)
As at March 31, 2024 24,267.31 135.29 24,402.60
Additions during the year 7 ,757.83 3.47 7,761.30
Adjustments during the year (627.65) (119.09) ( 746.74)
Disposal during the year ( 1.28) - (1.28)
Exchange difference 8.10 0.01 8 .11
Depreciation - capitalisation of fit out period (615.30) - ( 615.30)
Depreciation for the year (4,509.57) (17.26) (4,526.83)
As at March 31, 2025 26,279.44 2.42 26,281.86
5.1. Building include property taken from landlords for developing co-working spaces along with guest houses and related fit-out cost.
5.2. Equipment majorly comprises of UPS and electronic/electrical equipment taken on lease.
5.3.TheGroupperiodicallyreassessestheleasetermforitsleasearrangements.Leasereassessmentinvolvesre-evaluatinganyoptionstoextendor
terminatetheleaseconsideringfactorssuchastheimportanceoftheunderlyingassettotheGroup'soperationstakingintoaccountthelocationandsize
oftheunderlyingbuildingandtheavailabilityofsuitablealternatives.DuringtheyearendedMarch31,2024,theGrouphasreassessedleasetermfor
certain properties to non-cancellable period. Pursuant to this, Lease liabilities are remeasured to reflect change in lease term with a corresponding
adjustment to the ROU asset or Restated Consolidated Statement of Profit and Loss, if the ROU asset has been reduced to zero.
5.4. Amounts recognised in Restated Consolidated Statement of Profit and Loss
For the year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Expenses relating to short-term leases 300.47 95.02 17.71
Expenses relating to leases of low-value assets,
13.89 21.34 22.92
excluding short-term leases of low-value assets
5.5. Total cash flow for leases
For the year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Cash outflow included in financing activity for
4 ,059.83 3 ,038.23 1,905.99
repayment of principal during the year*
Cash outflow included in financing activity for
2 ,790.51 2 ,498.10 1,970.39
repayment of interest during the year
Total cash outflow for lease payment 6,850.34 5,536.33 3 ,876.38
*Cash outflow for repayment of principal during the year includes payment of Rs. 78.64 million (March 31, 2024 - Rs. 38.92 million, March 31, 2023- Rs.
70.04 million) in relation to initial direct cost for acquiring right of use assets.
5.6.Thefollowingtablesetsoutamaturityanalysisofleasepayments,showingtheundiscountedleasepaymentstobepaidafterthe
reporting date
Maturity analysis:
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Not later than one year 8 ,161.20 6,293.39 5,644.68
Later than one year but not later than five years 27,852.12 23,473.58 23,786.90
Later than five years 7 ,068.34 11,168.73 20,318.45
Total 43,081.66 4 0,935.70 49,750.03
(This space has intentionally been left blank)
359Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
(All amounts are in million of Indian Rupees, unless stated otherwise)
`
Notes forming part of the Restated Consolidated Financial Information
6. Capital work-in-progress
Capital work-in-progress ageing schedule
As at March 31, 2025
Amount of capital work-in-progress for a period of
Particulars Total
Less than 1 year 1-2 years 2-3 years More than 3 years
Projects in progress 1 ,353.10 1.70 - - 1 ,354.80
As at March 31, 2024
Amount of capital work-in-progress for a period of
Particulars Total
Less than 1 year 1-2 years 2-3 years More than 3 years
Projects in progress 6 33.09 - - - 6 33.09
As at March 31, 2023
Amount of capital work-in-progress for a period of
Particulars Total
Less than 1 year 1-2 years 2-3 years More than 3 years
Projects in progress 4 18.74 - - - 4 18.74
Note:
6.1.Forcapital-work-in-progress,therearenoprojectswhosecompletionisoverdueorhasexceededitscostcomparedtoitsoriginalplanasofMarch31,2025,March31,2024
and March 31, 2023.
6.2.TheGrouphascapitalisedborrowingcostofRs.7.35million,Rs.3.54millionandRs.3.06millionduringtheyearsendedMarch31,2025,March31,2024andMarch31,2023
respectively. The rate used to determine the amount of borrowing costs eligible for capitalisation is 10.30% (general borrowings), 13.75% (general borrowings) and10.84%
(general borrowings) for the years ended March 31, 2025, March 31, 2024 and March 31, 2023 respectively.
7. Intangible assets
Particulars Software
Gross carrying value
As at April 1, 2022 11.30
Additions 1.92
Disposals -
As at March 31, 2023 13.22
Additions 90.94
Disposals -
As at March 31, 2024 104.16
Additions 97.74
Disposals -
As at March 31, 2025 201.90
Accumulated amortisation
As at April 1, 2022 5.32
Amortisation 3.54
Disposals -
As at March 31, 2023 8.86
Amortisation 19.74
Disposals -
As at March 31, 2024 28.60
Amortisation 31.42
Disposals -
As at March 31, 2025 60.02
Net carrying value
As at March 31, 2023 4.36
As at March 31, 2024 75.56
As at March 31, 2025 141.88
Note:
7.1: Software includes accounting, business and administrative software.
360Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
(All amounts are in million of Indian Rupees, unless stated otherwise)
`
Notes forming part of the Restated Consolidated Financial Information
8. Intangible assets under development
As at 31st March,
Particulars As at March 31, 2025 As at March 31, 2024
2023
Opening balance 85.55 102.63 2 2.94
Additions during the year 43.31 73.40 7 9.69
Capitalised during the year (96.03) (90.48) -
Closing balance 32.83 85.55 1 02.63
Note.
8.1 Intangible assets under development ageing schedule
As at March 31, 2025
Amount in intangible assets under development for a period of
Particulars Total
Less than 1 year 1-2 years 2-3 years More than 3 years
Projects in progress 3 2.83 - - - 32.83
As at March 31, 2024
Amount in intangible assets under development for a period of
Particulars Total
Less than 1 year 1-2 years 2-3 years More than 3 years
Projects in progress 7 3.40 12.15 - - 85.55
As at March 31, 2023
Amount in intangible assets under development for a period of
Particulars Total
Less than 1 year 1-2 years 2-3 years More than 3 years
Projects in progress 7 9.69 22.94 - - 1 02.63
8.2 Intangible assets under development completion schedule
ForIntangibleassetsunderdevelopment,therearenoprojectswhosecompletionisoverdueorhasexceededitscostcomparedtoitsoriginalplanasofMarch31,2025,March31,
2024 and March 31, 2023.
(This space has intentionally been left blank)
361Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
(All amounts are in million of Indian Rupees, unless stated otherwise)
Notes forming part of the Restated Consolidated Financial Information
9. Investments
As at March 31, As at March 31, As at March 31,
Particulars
2025 2024 2023
Non-current
At fair value through profit and loss (FVTPL)
In mutual funds (Quoted) (refer note 9.1) 93.23 112.78 -
In equity shares of other companies (Unquoted) 16.40 - -
Total 109.63 112.78 -
Aggregate carrying amount of quoted investments 93.23 112.78 -
Aggregate market value of quoted investments 93.23 112.78 -
Note:
9.1. Liened as security for borrowings (refer note 19.1).
10. Other financial assets
As at March 31, As at March 31, As at March 31,
Particulars
2025 2024 2023
Non-current
Security deposits (refer note 10.1) 2,235.14 1 ,424.30 1 ,257.72
Bank deposits with more than 12 months maturity (refer note 10.2) 55.00 1 36.69 2 35.21
Total 2,290.14 1,560.99 1 ,492.93
Current
Security deposits (refer note 10.3) 184.36 4 22.57 63.35
Expenses recoverable from shareholders (refer note 10.4) 31.93 - -
Interest accrued on bank deposits 35.75 37.19 40.99
Bank deposits with remaining maturity of less than 12 months (refer note 10.5) 104.41 1 77.49 1 13.80
Unbilled revenue (refer note 10.6) 58.82 26.85 33.60
Other receivable 8.82 0.14 2.59
424.09 664.24 254.33
GST recoverable from customer 4.62 4.62 4.62
Allowance for recoverable (4.62) (4.62) (4.62)
- - -
Total 424.09 664.24 254.33
Note:
10.1. It includes cash collateral, in relation to borrowings, amounting to Rs. Nil (March 31, 2024 - Rs. 7.5 million, March 31, 2023 - Rs. Nil).
10.2. It includes deposits against lien/bank guarantee of Rs. 55.00 million (March 31, 2024 - Rs. 136.69 million, March 31, 2023 - 235.10 million).
10.3. It includes cash collateral, in relation to borrowings, amounting to Rs. 7.5 million (March 31, 2024 - Rs. 7.5 million, March 31, 2023 - Rs. Nil).
10.4..TheParentCompanyhasincurredshareissueexpensesinconnectionwiththeproposedInitialPublicOffering(IPO)ofequityshares.Inaccordancewith
the Offer Agreement entered between the Parent Company and the selling shareholders, the selling shareholders shall reimburse the share issue expenses in
proportion to the respective shares offered for sale. Accordingly, the Parent Company will recover the expenses incurred amounting to Rs. 31.93 million in
connection with the issue on completion of IPO.
10.5. It includes deposits against lien/bank guarantee of Rs. 104.41 million (March 31, 2024 - Rs. 177.49 million, March 31, 2023- Rs. 113.80 million).
10.6. Refer note 35 for unbilled revenue from related parties.
(This space has intentionally been left blank)
362Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
(All amounts are in million of Indian Rupees, unless stated otherwise)
Notes forming part of the Restated Consolidated Financial Information
11. Income tax
The major components of income tax expense / (credit) are:
For the year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Current income tax
- For the year 0.96 - -
Deferred tax
- Origination and reversal of temporary difference (163.76) (176.65) (351.80)
Income tax expense / (credit) (162.80) (176.65) (351.80)
The reconciliation between the amount computed by applying the statutory income rates to the profit before tax and income tax expense is summarised below:
For the year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Loss before tax (794.59) (676.22) ( 1,362.26)
Enacted tax rates 25.17% 26.00% 26.00%
Tax expense / (credit) (200.00) (175.82) (354.19)
Effect of:
Expense not deductible (net) 0.49 (0.83) (0.37)
Additional tax expense (deferred tax expense) due to change in tax rate 3 7.43 - -
Difference in tax rate applicable to group companies (0.72) - -
Income tax expense / (credit) (162.80) (176.65) (354.56)
The analysis of deferred tax assets / liabilities is as follows:
Recognised in
Restated Consolidated Recognised in Other
Particulars Opening balance Closing balance
Statement of Profit Comprehensive Income
and Loss
As at March 31, 2025
Deferred tax asset
Allowance for impairment of financial assets 3.73 (0.39) - 3.34
Expenses allowed on payment basis - 1 3.59 - 1 3.59
Carry forward tax losses 3 99.81 (141.52) - 2 58.29
Provision for employee benefits 9.95 2.15 0.12 1 2.22
Property, plant and equipment and intangible assets 62.18 (40.38) - 2 1.80
Provisions for asset retirement obligations 6.22 2.62 - 8.84
Provisions for contingencies and allowance for capital
3.30 5.80 - 9.10
advances and advances to suppliers
Financial instruments 5.59 (3.53) - 2.06
Right of use asset and lease liabilities 8 13.49 3 39.09 - 1,152.58
1 ,304.27 1 77.43 0.12 1,481.82
Deferred tax liability
Revenue equalisation reserve 1 32.16 1 3.67 - 1 45.83
1 32.16 1 3.67 - 1 45.83
Deferred tax asset (net) 1 ,172.11 163.76 0.12 1 ,335.99
(This space has intentionally been left blank)
363Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
(All amounts are in million of Indian Rupees, unless stated otherwise)
Notes forming part of the Restated Consolidated Financial Information
Recognised in
Restated Consolidated Recognised in Other
Particulars Opening balance Closing balance
Statement of Profit Comprehensive Income
and Loss
As at March 31, 2024
Deferred tax asset
Allowance for impairment of financial assets 2.87 0.86 - 3.73
Carry forward tax losses 3 58.39 4 1.42 - 3 99.81
Provision for employee benefits 8.34 2.10 (0.49) 9.95
Property, plant and equipment and intangible assets 12.84 4 9.34 - 6 2.18
Provisions for asset retirement obligations 5.09 1.13 - 6.22
Provisions for contingencies and allowance for capital
1.90 1.40 - 3.30
advances and advances to suppliers
Expenses allowed on payment basis 3.57 (3.57) - -
Financial instruments - 5.59 - 5.59
Right of use asset and lease liabilities 7 14.78 9 8.71 - 8 13.49
1 ,107.78 1 96.98 (0.49) 1,304.27
Deferred tax liability
Financial instruments measured at amortised cost 5.77 (5.77) - -
Revenue equalisation reserve 1 06.06 2 6.10 - 1 32.16
1 11.83 2 0.33 - 1 32.16
Deferred tax asset (net) 9 95.95 176.65 (0.49) 1 ,172.11
Recognised in
Restated Consolidated Recognised in Other
Particulars Opening balance Closing balance
Statement of Profit Comprehensive Income
and Loss
As at March 31, 2023
Deferred tax asset
Allowance for impairment of financial assets 5.71 (2.84) - 2.87
Carry forward tax losses 2 36.93 1 21.46 - 3 58.39
Provision for employee benefits 5.16 3.27 (0.09) 8.34
Property, plant and equipment and intangible assets 0.53 1 2.31 - 1 2.84
Provisions for asset retirement obligations 2.79 2.30 - 5.09
Provisions for contingencies and allowance for capital
1.01 0.89 - 1.90
advances and advances to suppliers
Expenses allowed on payment basis - 3.57 - 3.57
Right of use asset and lease liabilities 4 44.85 2 69.93 - 7 14.78
6 96.98 4 10.89 (0.09) 1,107.78
Deferred tax liability
Financial instruments 6.15 (0.38) - 5.77
Revenue equalisation reserve 46.59 5 9.47 - 1 06.06
52.74 5 9.09 - 1 11.83
Deferred tax asset (net) 6 44.24 351.80 (0.09) 995.95
Inline with accounting policyof theGroup, deferred tax assetsare recognised to theextent thatit is probable thattaxable profitwill be available againstwhich thedeductible
temporarydifferencesandcarryforwardtaxlossescanbeutilisedanddeferredtaxasset(net)hasbeenrecognisedonlytotheextentofreasonablecertaintyofavailabletaxprofitsin
future.TheGrouphasconsideredcommittedrevenuesandletterofintentsfromcustomersuptothedateofsigningoffinancialinformationandmaintaining/increasinganoverall
occupancy for future periods based on historical trends in making its projected future taxable profits for the purpose of evaluating recognition of deferred tax.
364Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
(All amounts are in million of Indian Rupees, unless stated otherwise)
Notes forming part of the Restated Consolidated Financial Information
12. Income tax assets (net)
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Non-current
Advance income tax (net of current tax provision- Nil (March 31, 2024: Nil, 1 27.06 406.23 218.24
March 31, 2023: Nil))
Total 127.06 4 06.23 218.24
13. Other assets
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Non-current
Prepayments (refer note 13.1 below) 4 49.95 330.25 294.43
Revenue equalisation reserve (refer note 13.3 below) 3 80.58 286.59 274.34
Balance with government authorities 10.93 31.53 18.37
Capital advances (net of allowance Rs. 27.83 million (March 31, 2024 - Rs. 60.40 83.36 65.69
8.86 million, March 31, 2023 - Rs. 5.21 million))
Total 901.86 7 31.73 652.83
Current
Balance with government authorities 5 87.42 6 67.77 672.74
Prepayments (refer note 13.1 below) 2 80.22 375.78 330.40
Receivable from landlord - - 3.54
Revenue equalisation reserve (refer note 13.3 below) 1 98.80 221.71 133.60
Advance to suppliers (net of allowance Rs. 4.51 million (March 31, 2024 - Rs. 25.47 50.91 17.68
2.86 million, March 31, 2023 - Rs. 1.22 million))
Other receivables (refer note 13.2 below) 91.96 6 .50 18.81
Total 1,183.87 1 ,322.67 1,176.77
Note:
13.1. Prepayment includes the initial direct cost for obtaining lessee for operating lease. The movement of such initial direct cost is as follows:
For the year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Opening balance 6 61.09 559.75 317.70
Additions 4 38.27 449.93 515.66
Amortisation (407.31) (348.59) (273.61)
Exchange difference - - -
Closing balance 692.05 6 61.09 559.75
13.2. Includes IPO expense of Rs. 84.07 million as at March 31, 2025 (March 31, 2024: Nil, March 31, 2023: Nil) which will be adjusted with securities premium at the
time of issue of shares in accordance with requirement of Section 52 of the Companies Act, 2013.
13.3. Operating lease arrangements (as a lessor)
Operating leases, in which the Group is the lessor, relate to co-working space given by the Group on lease with lease term (i.e. non cancellable term or contract term,
based on the customer portfolio).
The Group enters into arrangements with customers for providing co-working spaces wherein the right to use the assets is given. However, as the title to the assets
and the significant risks associated with the operation and maintenance of these assets remains with the Group, such arrangements are recognised as operating lease.
Revenue from leased out co-working space under an operating lease is recognized on a straight line basis over lease term.
Maturity analysis of operating lease receipts:
The following table sets out a maturity analysis of lease receipts, showing the undiscounted lease receipts to be received after the reporting date:
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
-Year 1 9,094.86 8,201.05 6 ,841.72
-Year 2 5,898.91 4,864.52 4 ,790.90
-Year 3 3,555.87 1,965.11 2 ,257.71
-Year 4 2,297.97 543.00 551.06
-Year 5 and onwards 1,001.02 131.04 106.52
(This space has intentionally been left blank)
365Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
(All amounts are in million of Indian Rupees, unless stated otherwise)
Notes forming part of the Restated Consolidated Financial Information
14. Trade receivables
As at March 31, As at March As at March 31,
Particulars
2025 31, 2024 2023
Current
Considered good, secured (refer note 14.2) 189.14 1 34.44 1 36.64
Considered good, unsecured 6 6.17 6.48 6.54
Credit impaired 10.83 11.93 6.41
266.14 1 52.85 1 49.59
Less: Allowance for doubtful receivables ( 10.83) (11.93) (6.41)
Total 255.31 1 40.92 1 43.18
Notes:
14.1 As per agreements, the average credit period is 7 days.
14.2 Thecustomerspayssecuritydepositswhichcanbeusedforanynon-paymentsduringthecontractperiod.Tradereceivablesaresecuredwiththecorresponding
deposits received from customers.
14.3 Refer note 35 for trade receivables from related parties.
14.4 Refer note 19.1 for trade receivables pledged as security against borrowings.
The movement of allowances of doubtful receivables is as follows:
For the year
For the year For the year
ended
Particulars ended ended
March 31,
March 31, 2025 March 31, 2023
2024
Opening balance 11.93 6.41 4.45
Additions 2 .20 7.73 1.96
Write off (net of recovery) (3.30) (2.21) -
Exchange Difference - - -
Closing balance 10.83 1 1.93 6.41
Trade receivables ageing
As at March 31, 2025
Outstanding for following periods from due date of payment
Particulars Not due Less than 6 months More than 3 Total
1-2 years 2-3 years
6 months -1 year years
(i) Undisputed trade receivables - considered good 43.17 170.11 1 9.10 1 .58 1 .97 1 .58 2 37.51
(ii) Undisputed trade receivables - credit impaired 0 .05 0 .37 2.88 3 .28 0 .81 0 .18 7.57
(iii) Disputed trade receivables - considered good - - - 3 .39 - 1 4.41 1 7.80
(iv) Disputed trade receivables - credit impaired - 0 .18 0.33 2 .19 - 0 .56 3.26
Less: Allowances for doubtful receivables (10.83)
Total trade receivables 2 55.31
As at March 31, 2024
Outstanding for following periods from due date of payment
Particulars Not due Less than 6 months Total
1-2 years 2-3 years More than 3 years
6 months -1 year
(i) Undisputed trade receivables - considered good 5 .83 85.62 2.84 9 .13 1 .07 0.52 1 05.01
(ii) Undisputed trade receivables - credit impaired 0 .01 3 .61 2.93 0 .81 0 .19 0.15 7 .70
(iii) Disputed trade receivables - considered good - 3 .36 3.13 0 .50 2 8.91 0.01 3 5.91
(iv) Disputed trade receivables - credit impaired - 0 .96 1.24 0 .56 0 .17 1.30 4 .23
Less: Allowances for doubtful receivables ( 11.93)
Total trade receivables 140.92
As at March 31, 2023
Outstanding for following periods from due date of payment
Particulars Not due Less than 6 months 1-2 years 2-3 years More than 3 years Total
6 months -1 year
(i) Undisputed trade receivables - considered good 31.95 55.95 7.95 4 .47 1 .13 0.31 1 01.76
(ii) Undisputed trade receivables - credit impaired 0 .25 0 .25 0.88 0 .39 0 .88 1.74 4 .39
(iii) Disputed trade receivables - considered good - 0 .50 1 1.17 21.50 8 .25 - 4 1.42
(iv) Disputed trade receivables - credit impaired - - 0.55 0 .10 0 .97 0.40 2 .02
Less: Allowances for doubtful receivables ( 6.41)
Total trade receivables 143.18
366Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
(All amounts are in million of Indian Rupees, unless stated otherwise)
Notes forming part of the Restated Consolidated Financial Information
15. Cash and cash equivalents
For the purpose of Restated Consolidated Statement of Cash Flows, cash and cash equivalents includes cash on hand and balance with banks in current accounts and
deposits.
As at March 31, As at March As at March 31,
Particulars
2025 31, 2024 2023
Balance with banks:
- in current accounts 358.69 3 40.09 3 39.08
- in escrow account (refer note 15.1) 67.41 47.48 43.34
- in fixed deposits (with original maturity of 3 months or less) 70.19 - 8 00.00
Wallet balances 0 .38 - -
Cash on hand 0 .04 0.03 0.01
Total 496.71 3 87.60 1 ,182.43
Notes:
15.1. Restricted cash in escrow account
The balances primarily include restricted bank balances, received from specified customers, for repayments of monthly instalments of specified bank loans (refer note 19.1).
15.2. For the purpose of Restated Consolidated Statement of Cash Flows, Cash and cash equivalents comprise of following:
As at March 31, As at March As at March 31,
Particulars
2025 31, 2024 2023
Cash and cash equivalents as per Restated Consolidated Statement of Assets and Liabilities 496.71 3 87.60 1 ,182.43
Bank overdraft (386.14) (424.35) (958.79)
Total 110.57 (36.75) 2 23.64
16. Other bank balances
As at March 31, As at March As at March 31,
Particulars
2025 31, 2024 2023
Bank deposits with original maturity more than 3 months (refer note 16.1) 192.59 1 36.16 8 40.67
Wallet balances - - 0.32
Total 192.59 1 36.16 8 40.99
Note:
16.1. It pertains to deposits against lien of Rs. 192.59 million (March 31, 2024 - Rs. 136.16 million, March 31, 2023 - Rs. 840.67 million).
(This space has intentionally been left blank)
367Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
(All amounts are in million of Indian Rupees, unless stated otherwise)
Notes forming part of the Restated Consolidated Financial Information
17. Share capital
As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Particulars Number of (₹ in Number of Number of
shares shares (₹ in million) shares (₹ in million)
million)
('000') ('000') ('000')
Authorised
Share capital
Equity shares of Rs. 10 each with voting rights 1,20,000 1,200.00 1,00,000 1,000.00 1,00,000 1 ,000.00
Preference shares of Rs. 10 each with voting rights 2 0,000 200.00 2 0,000 2 00.00 2 0,000 200.00
Total 1 ,40,000 1 ,400.00 1 ,20,000 1 ,200.00 1 ,20,000 1,200.00
Issued, subscribed and fully paid-up
Equity share capital
Equity shares of Rs. 10 each with voting rights 1,03,190 1,031.90 7 9,013 7 90.13 7 7,691 776.91
Total 1 ,03,190 1 ,031.90 79,013 790.13 77,691 776.91
Notes:
17.1. Reconciliation of the number of shares outstanding at the beginning and at the end of the reporting year:
As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Particulars Number of Number of Number of
shares (₹ in million) shares (₹ in million) shares (₹ in million)
('000') ('000') ('000')
Equity shares with voting rights
At the beginning of the year 79,013 790.13 7 7,691 7 76.91 7 7,196 7 71.96
Shares issued under private placement (refer note 17.6) 3,717 37.17 1 ,322 13.22 495 4.95
Conversion of CCPS into equity shares (refer note 18.2) 19,610 196.10 - - - -
Conversion of warrants into equity shares (refer note 18.3) 850 8 .50 - - - -
Outstanding at the end of the year 1 ,03,190 1 ,031.90 79,013 790.13 77,691 776.91
17.2. Details of equity shares held by each shareholder holding more than 5% shares:
Pre dilution
As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Particulars Number of % holding Number of % holding Number of % holding
shares (Pre shares shares
(Pre dilution) (Pre dilution)
('000') dilution) ('000') ('000')
Equity shares with voting rights
NS Niketan LLP, India 4 2,805 41.482% 4 3,770 55.396% 4 3,300 55.734%
SNS Infrarealty LLP, India 2 4,423 23.668% 2 7,585 34.912% 2 7,585 35.506%
Space Solutions India Pte Ltd. (formerly known as Lisbrine Pte. Ltd.) 1 9,610 19.004% - - - -
Mahima Stocks Private Limited, India 4 ,269 4.137% 4 ,269 5.402% 4 ,269 5.494%
Post dilution
As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Particulars Number of % holding Number of % holding Number of % holding
shares (Post shares (Post shares
(Post dilution)
('000') dilution) ('000') dilution) ('000')
Equity shares with voting rights
NS Niketan LLP, India 4 2,805 41.482% 4 3,770 44.007% 4 3,300 44.676%
SNS Infrarealty LLP, India 2 4,423 23.668% 2 7,585 27.734% 2 7,585 28.461%
Space Solutions India Pte Ltd. (formerly known as Lisbrine Pte. Ltd.) 1 9,610 19.004% - 0.000% - 0.000%
Mahima Stocks Private Limited, India 4 ,269 4.137% 4 ,269 4.292% 4,269 4.404%
Cumulative convertible preference shares with voting rights
Space Solutions India Pte Ltd. (formerly known as Lisbrine Pte. Ltd.) - - 1 9,600 19.706% 18,380 18.964%
17.3. Rights attached to equity shares:
TheParentCompanyhasonlyoneclassofequityshareshavingfacevalueof Rs.10 each.The holderof theequity shareisentitledto dividendright andvotingrightin thesame
proportionasthecapitalpaid-uponsuchequitysharebearstothetotal paid-upequitysharecapital oftheParentCompany.IntheeventofliquidationoftheParentCompany,the
holdersofequityshareswillbeentitledtoreceivetheremainingassetsoftheParentCompany,afterdistributionofallpreferentialamounts,inproportiontothenumberofequityshares
held by the shareholders.
368Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
(All amounts are in million of Indian Rupees, unless stated otherwise)
Notes forming part of the Restated Consolidated Financial Information
17.4. Shareholding of promoters
Shares held by promoters as at March 31, 2025
Number of Pre dilution Post dilution
% change
Sl. No Particulars shares % holding % holding % change during
during the
('000') the year
year
1 NS Niketan LLP, India 42,805 41.482% (13.914%) 41.482% (2.525%)
2 SNS Infrarealty LLP, India 24,423 23.667% (11.245%) 23.667% (4.067%)
3 Neetish Sarda, India 3 0.003% (0.001%) 0.003% (0.000%)
4 Saumya Binani, India 3 0.003% (0.001%) 0.003% (0.000%)
Shares held by promoters as at March 31, 2024
Number of Pre dilution Post dilution
% change
Sl. No Particulars shares % holding % holding % change during
during the
('000') the year
year
1 NS Niketan LLP, India 43,770 55.396% -0.338% 44.007% (0.669%)
2 SNS Infrarealty LLP, India 27,585 34.912% -0.594% 27.734% (0.727%)
3 Neetish Sarda, India 3 0.004% 0.000% 0.003% (0.000%)
4 Saumya Binani, India 3 0.004% 0.000% 0.003% (0.000%)
Shares held by promoters as at March 31, 2023:
Number of Pre dilution Post dilution
% change
Sl. No Particulars shares % holding % holding % change during
during the
('000') the year
year
1 NS Niketan LLP, India 43,300 55.734% -0.357% 44.676% (0.628%)
2 SNS Infrarealty LLP, India 27,585 35.506% -0.222% 28.461% (0.397%)
3 Vision Comptech Integrators Limited, India 1 0.001% 0.000% 0.001% (0.000%)
4 Neeta Sarda, India 2 0.003% 0.000% 0.002% (0.000%)
5 Neetish Sarda, India 3 0.004% 0.000% 0.003% (0.000%)
6 Saumya Binani, India 3 0.004% 0.000% 0.003% (0.000%)
17.4.1 ShareholdingasonMarch31,2024andthereafter,isbasedonlistofpromotersidentified/classifiedpursuanttoboardresolutiondatedMarch26,2024.Promoterheremeans
Promoter defined under Companies Act, 2013.
17.5. DuringtheyearendedMarch31,2025,theShareholdersoftheParentCompanyincreasedtheauthorisedsharecapitaloftheParentCompanytoRs.1,400.00milliondivided
into 120,000,000 equity shares of Rs. 10/- each and 20,000,000 preference shares of Rs. 10/- each.
17.6 DuringtheyearendedMarch31,2025,theParentCompanyhasallotted3,716,551(March31,2024:1,322,000,March31,2023:Rs.495,000)equitysharesunderprivate
placementonpreferentialbasishavingfacevalueRs.10eachequityshare,issuedatapriceofRs.269perequityshare(includingsharepremiumofRs.259/-eachequity
share) ((March 31, 2024: Rs.269 perequity share (includingshare premium of Rs.259/- each equity share),March 31, 2023: Rs. 260 per equity share (including share
premium of Rs. 250/- each equity share)), ranking pari passu with existing equity shares.
17.7 DuringtheyearendedMarch31,2025,theParentCompanyhasallotted10,707(March31,2024:1,219,776,March31,2023:Rs.NIL)cumulative convertiblepreference
shares having face value Rs. 10 each, issued at a price of Rs. 269 per cumulative convertible preference shares (including share premium of Rs. 259/- each cumulative
convertible preference shares) (March 31, 2024: Rs. 269 percumulative convertible preference shares(including share premium of Rs. 259/- each cumulative convertible
preference shares)).
17.8. Duringthe yearended 31 March 2025, the Parent Company has converted 19,610,398 CCPSof face value of Rs. 10 each heldby Space Solutions IndiaPte. Limited into
19,610,398 equity shares of face value of Rs. 10 each as per the terms and conditions stated in articles of association and the Shareholder's agreement.
18. Other equity
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Securities premium (refer note 18.1) 3,991.74 2,867.50 2 ,209.18
Instruments classified as equity (refer note 18.2 and 38) - 1 96.00 183.80
Money received against share warrants (refer note 18.3) - 2.13 2.13
Share based payment reserve (refer note 18.4 and 41) 3 9.32 - -
Foreign currency translation reserve (refer note 18.5) 3 .68 - -
Retained earnings (refer note 18.6) ( 3,987.83) (3,355.69) (2,857.36)
46.91 ( 290.06) (462.25)
18.1. Securities premium
Securities premium is used to record the premium on issue of shares. The reserves are utilised in accordance with provisions of The Companies Act, 2013.
369Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
(All amounts are in million of Indian Rupees, unless stated otherwise)
Notes forming part of the Restated Consolidated Financial Information
18.2. Instruments classified as equity
18.2.1 TheParentCompanyhasissued18,379,915cumulativeconvertiblepreferenceshare("CCPS")havingafacevalueofRs.10eachonOctober23,2019withreferencetothe
investmentagreementwithSpaceSolutionsIndiaPteLtd(FormerlyknownasLisbrinePTE.LTD.)datedOctober4,2019.Preferenceshareholderisentitledtoreceivedividend
subject to recommendation of Board of Directors and approval of equity shareholders. These CCPS carry one vote per share in terms of the agreement.
1. The shareholder shall be entitled to receive a cumulative fixed preferential dividend per annum for each cumulative convertible preference shares held based on the
following coupon rate:
i. 0.01% of the Initial Subscription Price per share on the first anniversary;
ii. 0.50% of the Initial Subscription Price per share on the second anniversary;
iii. 1.00% of the Initial Subscription Price per share on the third anniversary;
iv. 2.00% of the Initial Subscription Price per share on the fourth anniversary;
v. 4.00% of the Initial Subscription Price per share on fifth anniversary and every anniversary thereafter until conversion of the cumulative convertible preference shares to
ordinary shares in the Parent Company.
2.Atanytimeupto20yearsfromthedateoftheagreement,thepreferenceshareholdershallhavetheright,atitsoptionandsoleandabsolutediscretion,toconvertallor
part of its cumulative convertible preference shares then outstanding into ordinary shares.
3.Allthecumulativeconvertiblepreferencesharesthenoutstandingshallbeconvertedintoordinarysharesataminimumratioof1cumulativeconvertiblepreferenceshareto
1 ordinary share conversion rate immediately:
(a) prior to the consummation of a Qualified Event or
(b) in the event there is a binding offer for a purchase of all of the Shares of the Parent Company and such offer meets the yield threshold.
4.Eachcumulativeconvertiblepreferenceshare,subjecttoconversion,shallbeconvertedintosuchnumberoffullypaidordinarysharesasisdeterminedbydividingtheinitial
subscriptionpricepershare(asappropriatelyadjustedforanysubdivisions,consolidations,sharedividendsorsimilarrecapitalisations)bythethenapplicableconversionprice
per cumulative convertible preference share and no additional consideration shall be payable upon such conversion.
5.AsthesecumulativeconvertiblepreferencesharesareperpetualinnatureandrankedsenioronlytotheequitysharecapitaloftheParentCompanyandtheParentCompany
doesnothaveanyredemptionobligationi.e.theseinstrumentshavetobeconvertedintoequityshareoftheParentCompany,thusthesesharesareconsideredasequity
instruments.
18.2.2 OnMarch30,2024,andApril18,2024,theParentCompanyissuedanadditional1,219,776and10,707ClassAcumulativeconvertiblepreferenceshares,respectively,each
withafacevalueofRs.10.TheseissuancesareinaccordancewiththeinvestmentagreementwithSpaceSolutionsIndiaPteLtd(formerlyknownasLisbrinePTE.LTD.)dated
March27,2024.PreferenceshareholderisentitledtoreceivedividendsubjecttorecommendationofBoardofDirectorsandapprovalofequityshareholders.TheseCCPScarry
one vote per share in terms of the agreement.
Terms of issue of this cumulative convertible preference shares are :-
1. The Company shall not declare or pay any dividends to holders of Ordinary Shares until all the Class A Convertible Preference Shares held by the Investor have been
converted to Ordinary Shares of the Company.
2.IntheeventaQualifyingIPOisnoteffectedwithintwentyfour(24)monthsfromthedateofexecutionoftheAgreement,SpaceSolutionsIndiaPteLtd(Formerlyknownas
LisbrinePTE.LTD.)shallbeentitledtoreceiveacumulativefixedpreferentialdividend(“PreferentialDividend”)perannumforeachClassAConvertiblePreferenceShareheld
by Space Solutions India Pte Ltd (Formerly known as Lisbrine PTE. LTD.) based on the Initial Subscription Price Per Share equal or equivalent to 5.00% of the Initial
SubscriptionPricePerShareonthesecond(2nd)anniversaryfromthedateoftheAgreementforeverysix(6)monthssincetheexecutionoftheAgreementandforeverysix
(6) months thereafter until conversion of the Class A Convertible Preference Shares to Ordinary Shares in the Company, (as appropriately adjusted for any subdivisions,
consolidations, share dividends or similar recapitalisations).
3.AnyPreferential Dividend(ifany)shall becomputedbasedontheInitial SubscriptionPricePerSharethatis,inaggregate,equivalentto(andcomputedbasedon)INR
equivalenttoUS$4MntobeconvertedINRexchangerateofthereceivingbankasatthetimeofreceiptwhichrepresentstheamountinvestedintheParentCompanybythe
Investor on Completion.
4. The right of the Investor to receive such dividends shall rank senior and prior to and in preference to the dividend rights of the holders of Ordinary Shares in the Company.
5.Subjecttotheforegoing,nodividendsordistributions(inwhateverform)shallbedeclaredorpaidtotheholdersoftheOrdinarySharesunlesstheInvestorfirstreceivesor
simultaneously receives in full a pro rata share of such dividends on an as-converted basis.
6. In the event of consummation of a Qualified Fund Raise, the Preferential Dividend shall be immediately adjusted to match the dividend policy agreedin the definitive
agreementarisingfromtheQualifiedFundRaisesubjectto(i)theagreementofallpartiesincludingtheInvestor,theFoundersandthenewinvestorsor(ii)ifnoagreementis
reached for any reason, then the Investor shall be entitled to a minimum of two per cent. (2%) of the Initial Subscription Price Per Share per annum for each Class A
Convertible Preference Share held by the Investor.
7.AlltheClassAconvertiblepreferencesharesthenoutstandingshall beconvertedintoordinarysharesataminimumratioof1ClassAconvertiblepreferenceshareto1
ordinary share conversion rate immediately:
(a) prior to the consummation of a Qualified Event or
(b) in the event there is a binding offer for a purchase of all of the Shares of the Company and such offer meets the yield threshold.
8.EachClassAConvertiblePreferenceShare,subjecttoconversion,shallbeconvertedintosuchnumberoffullypaidordinarysharesasisdeterminedbydividingtheinitial
subscriptionpricepershare(asappropriatelyadjustedforanysubdivisions,consolidations,sharedividendsorsimilarrecapitalisations)bythethenapplicableconversionprice
per Class A convertible preference share and no additional consideration shall be payable upon such conversion.
9. In the event of a Non-Qualified Event, the net proceeds (after deductions such as expenses and creditor payments) will be distributed as follows:
First: The Investor receives the greater of:
(i) 100% of the original investment plus any unpaid dividends on the Class A Convertible Preference Shares, or
(ii) the amount the Investor would get if the Class A Convertible Preference Shareswere converted to Ordinary Shares before the event (Convertible Preference Liquidity
Amount).
If assets are insufficient, the Parent Company will distribute assets proportionally to the Investor.
Second:AftertheInvestor’sfullConvertiblePreferenceLiquidityAmountispaid,remainingfundswillbedistributedpro-rataamongtheOrdinaryShareholders.TheInvestoris
excluded from this second distribution unless Class A Shares were converted to Ordinary Shares before the event.
370Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
(All amounts are in million of Indian Rupees, unless stated otherwise)
Notes forming part of the Restated Consolidated Financial Information
18.3. Share Warrants
TheParentCompanyhadissued850,000sharewarrantsofRs.260eachperwarrant("WarrantSubscriptionPrice")foranaggregateconsiderationofRs.221.00millionon
March13,2023withreferencetothewarrantsubscriptionagreementwithDeutscheBank,A.G,LondonBranchdatedMarch2,2023.Thewarrantconsiderationwaspaidinthe
following manner:
1. Rs. 55.25 million was paid by the warrant holder on March 13, 2023 as consideration for subscribing to the Warrants ("Warrant Subscription Amount")
2.Rs.165.75millionwaspaidbywarrantholderondateofexercisingtheoptionofconvertingtheentirewarrantsintoequitysharesoftheParentCompanyi.e.August02,
2024 in accordance with the terms set forth in the warrant subscription agreement.
18.4. Share based payment reserve (refer note 42)
ThisrelatestostockoptionsgrantedbytheParentCompanytocertaineligibleemployeesunderESOPschemenamedSmartworksCoworkingSpacesLimitedEmployeeShare
Option Plan 2022 and as ammended thereafter.
18.5. Foreign Currency Translation Reserve
It comprises of exchange differences arising at time of translating financial statements of foreign operations into functional currency of Parent entity.
18.6. Retained Earnings
Retainedearningsreflectsurplus/deficitaftertaxesintheRestatedConsolidatedStatementofProfitandLoss.TheamountthatcanbedistributedbytheParentCompanyas
dividends to its equity shareholders is determined based on the balance in this reserve and also considering the requirements of the Companies Act, 2013.
(This space has intentionally been left blank)
371Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
(All amounts are in millions of Indian Rupees, unless stated otherwise)
Notes forming part of the Restated Consolidated Financial Information
19. Borrowings
As at March 31, As at March As at March
Particulars
2025 31, 2024 31, 2023
Non-current
Secured – at amortised cost
Bonds
Non-convertible bonds 620.93 932.44 1,240.18
From Bank
- Vehicle loan 11.96 13.90 8 .10
- Term loan 2,186.49 1,825.18 2,538.02
From NBFC
- Vehicle loan 4 .28 5.56 6 .72
- Term loan 680.34 1,029.60 203.55
Unsecured – at amortised cost
From related party
- Inter- corporate deposits (refer note 19.2.1) - - 85.00
Less: current maturities of long term borrowings (1,343.74) (1,409.20) (1,083.28)
2,160.26 2 ,397.48 2,998.29
Current
Secured – at amortised cost
- Bank overdraft 386.14 424.35 958.79
- From NBFCs - - 81.03
- Vendor financing arrangement 2.27 - -
Unsecured – at amortised cost
- Inter- corporate deposits from related parties (refer note 19.2.1.1 and 35) - - 15.00
- Inter- corporate deposits from others parties (refer note 19.2.1.2) - 17.50 17.50
- Vendor financing arrangement (refer note 19.2.2) 85.29 24.97 -
Current maturities of long-term borrowings
Secured
- Non-convertible bonds 309.41 312.50 312.50
- Term loan (From Banks) 795.37 739.30 684.14
- Term loan (From NBFC) 234.49 353.21 83.33
- Vehicle loan (From Banks) 3 .05 2.91 2 .15
- Vehicle loan (From NBFC) 1 .42 1.28 1 .16
1,817.44 1 ,876.02 2,155.60
19.1. Other principal features of the Group’s borrowings are as follows:
Interest rate As at March 31, As at March As at March
Particulars Terms and conditions
(per annum) 2025 31, 2024 31, 2023
Bonds:
- 1250 Bonds of Rs. 1 million each
- Repayable in 45 monthly instalments (starting from 3 month Treasury Bill
July 13, 2023) andinterestpayablemonthly fromApril rate as per Financial
13, 2023 for 48 Months. Benchmarks India Private
- Maturity in March, 2027 Limited
Deutsche Investments +8.575%
India Private Limited - Hypothecation of receivables from specified tenancy
contracts. Currently 15.035%
625.00 937.50 1 ,250.00
(Held in name of
Catalyst Trusteeship - First exclusive charge by way of pledge over (March 31, 2024:
Limited) 10,318,961 (March 31, 2024: 9,824,256, March 31, 15.445%)
2023:9,642,556),equitysharesoftheParentCompany,
each in the name of NS Niketan LLP & SNS Infrarealty (March 31, 2023:
LLP. 15.425%)
- Personal guarantee of directors* and corporate
guarantee of NS Niketan LLP and SNS Infrarealty LLP.
Total (A) 625.00 9 37.50 1,250.00
* Directors in above mentioned notes refers to Neetish Sarda and Harsh Binani.
(This space has intentionally been left blank)
372Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
(All amounts are in millions of Indian Rupees, unless stated otherwise)
Notes forming part of the Restated Consolidated Financial Information
Term Loan:
Interest rate As at March 31, As at March As at March
Particulars Terms and conditions
(per annum) 2025 31, 2024 31, 2023
-Repayableinequalmonthlyinstallments(Rangeof38-
8.40% to 9.42%
83 equal monthly installements)
(March 31, 2024: 8.98%
-Securedwithlienoverspecifiedrentalreceivablesand
Term Loan from Banks to 9.25%)
lien of property of Vision Comptech Integrators Private 904.03 870.39 890.12
(I) (March 31, 2023: 8.76%
Limited and personal guarantee of directors* and
to 9.25%)
corporate guarantee of Vision Comptech Integrators
Private Limited, NS Niketan LLP and SNS Infrarealty LLP.
-Repayableinequalmonthlyinstallments(Rangeof23-
36 equal monthly installements)
9.50% to 9.60%
- Lien over Debt Service Reserve Account
Term Loan from Banks (March 31, 2024: 9.50%
- Secured over future cash flows linked to selected 158.45 396.13 355.56
(II) to 9.60%)
secured tenancy contracts and rent receivables and
(March 31, 2023: 9.50%)
personal guarantee of directors* and corporate
guarantee of SNS Infrarealty LLP and NS Niketan LLP
-Repayableinequalmonthlyinstallments(Rangeof48-
61 equal monthly installements)
- Lien over FD
9.65% to 9.85%
Term Loan from Banks -Securedwithlienoverselectedrentalsoftheproperty
(March 31, 2024: 9.65%) 748.54 569.14 720.00
(III) and lien over property of M/s. Jagadhatri Vyapaar
(March 31, 2023: 9.25%)
PrivateLimitedandpersonalguaranteeofdirectors*and
corporate guarantee of Jagadhatri Vyapaar Private
Limited, SNS Infrarealty LLP and NS Niketan LLP
- Repayable in 18 quarterly instalments (startingfrom
August 05, 2023) and interest payable monthly from
August 08, 2022 for 60 Months.
- Equitable mortgage over immovable property at AJC
Bose Road, Kolkata in the name of third parties.
-Firstparipassuchargeonthemovable fixedassetsof (March 31, 2023:
Term Loan from Banks the Parent Company, both present and future For Rs. 550 million
- - 600.00
(IV) -Secondpari-passuchargeonthecurrentassetsofthe 9.75% and for Rs. 50
Parent Company, both present and future million 9.85%
-Securedbyupfrontlienofspecifiedfixeddepositsand
personal guarantee of directors* and corporate
guarantee of Kalyankari Commercial LLP, Kripa
Merchandise LLP, Simran Merchandise LLP and Snow
Well Merchandise LLP.
-Repayableinequalmonthlyinstallments(Rangeof49
equal monthly installements)
Term Loan from Banks - Lien over FD
9.30% 385.85 - -
(V) -Securedwithlienoverspecifiedrentalreceivablesand
personal guarantee of directors* and corporate
guarantee of SNS Infrarealty LLP and NS Niketan LLP
Total (B) 2,196.87 1 ,835.66 2,565.68
* Directors in above mentioned notes refers to Neetish Sarda and Harsh Binani.
Vehicle Loan:
Interest rate As at March 31, As at March As at March
Particulars Terms and conditions
(per annum) 2025 31, 2024 31, 2023
7.20% to 9.15%
-Repayableinequalmonthlyinstallments(Rangeof60-
(March 31, 2024: 7.20%
Vehicle Loan from 84 equal monthly installments)
to 9.00%) 11.96 13.90 8 .10
Banks - Secured by hypothecation of vehicle of the Parent
(March 31, 2023: 7.20%
Company.
to 10.00%)
10.25%
- Repayable in equal monthly installments (60 equal
(March 31, 2024:
Vehicle Loan from monthly installments)
10.25%) 4.28 5.56 6 .72
NBFC - Secured by hypothecation of vehicle of the Parent
(March 31, 2023:
Company.
10.25%)
Total (C) 16.24 1 9.46 14.82
* Directors in above mentioned notes refers to Neetish Sarda and Harsh Binani.
373Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
(All amounts are in millions of Indian Rupees, unless stated otherwise)
Notes forming part of the Restated Consolidated Financial Information
Term Loan from NBFC:
Interest rate As at March 31, As at March As at March
Particulars Terms and conditions
(per annum) 2025 31, 2024 31, 2023
- Repayable in 24 equal monthly instalments' 11.50%
-Exclusivechargebywayofhypothecationofspecified
Term Loan from NBFC
receivables. (March 31, 2024: 2 6.88 129.65 -
(I)
- Cash collateral as specifiedfor the facility (refer note 11.50%)
10.1 and 10.3)
- Repayable in 36 equal monthly instalments 11.20% to 12.30%
-ExclusivechargebywayofHypothecationoverrental (March 31, 2024:
Term Loan from NBFC
receivables of specified tenants 11.00% to 12.10%) 130.56 280.56 208.33
(II)
- Secured by Debt Service Reserve Account (March 31, 2023:
- Personal guarantee of directors*. 11.85%)
- Repayable in 84 equal monthly instalments
-Exclusivechargeoverregisteredmortgagedproperty
and its receivables as specified in the facility
- Exclusive charge over identified receivables of the
10.75%
Term Loan from NBFC Parent Company
(March 31, 2024: 527.30 627.74 -
(III) - Lien over specified mutual funds.
10.75%)
- Personal guarantee of directors* and Corporate
guarantee of Kalyankari Commercial LLP, Kripa
Merchandise LLP, Simran Merchandise LLP, Snow Well
Merchandise LLP
- Repayable in 12 equal monthly instalments
Term Loan from NBFC -Securedbylien overrentalsasspecifiedinthefacility (March 31, 2023:
- - 81.23
(IV) agreement. 10.00% to 11.00%)
- Personal Guarantee of directors*
Total (D) 684.74 1 ,037.95 289.56
* Directors in above mentioned notes refers to Neetish Sarda and Harsh Binani.
Bank overdraft:
Interest rate As at March 31, As at March As at March
Particulars Terms and conditions
(per annum) 2025 31, 2024 31, 2023
Bank Overdrafts- 8.75%(March 31, 2024:
- Repayable on demand 129.97 158.30 -
dropline overdraft 8.75%)
Fixed Deposits + 0.25%-
0.40% p.a
Bank Overdrafts- Other (March 31, 2024: Fixed
-Secured by lien over fixed deposits with banks
than dropline overdraft Deposits + 0.25%- 256.17 266.05 5 .65
-Repayable on demand
(I) 0.40% p.a%)
(March 31, 2023: 7.40%)
- Secured by lien over liquid deposits with bank of 734.3 (March 31, 2023 : 8.25%
Bank Overdrafts- Other
million and lien over rental escrows to the tune of 1.90x for Rs. 731
than dropline overdraft - - 952.90
only for 250 million Dropline overdraft facility million,8.90% for Rs.
(II)
- Repayable on demand 250 million)
Total (E) 386.14 4 24.35 958.55
Vendor financing arrangement:
Interest rate As at March 31, As at March As at March
Particulars Terms and conditions
(per annum) 2025 31, 2024 31, 2023
- Lien over Debt Service Reserve account
Vendor financing - Secured over future cash flows linked to selected
arrangement from secured tenancy contracts and rent receivables and 9.60% 2 .27 - -
Banks personal guarantee of directors* and corporate
guarantee of SNS Infrarealty LLP and NS Niketan LLP
2.27
(A+B+C+D+E) 3,911.26 4 ,254.92 5,078.61
Less : Impact due to effective interest rate method (18.85) (23.89) (42.22)
3,892.41 4 ,231.03 5,036.39
* Directors in above mentioned notes refers to Neetish Sarda and Harsh Binani.
374Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
(All amounts are in millions of Indian Rupees, unless stated otherwise)
Notes forming part of the Restated Consolidated Financial Information
19.2 Detail of unsecured borrowings
As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Particulars Principal Principal Principal
19.2.1 Inter- corporate deposits
Repayment/ Interest rate
19.2.1.1 From related parties (refer note 35) Agreement date
maturity date (per annum)
October 28, 2021 July 31, 2022
Vision Comptech Integrators Limited 9% - - 85.00
August 1, 2022 January 9, 2024
May 7, 2021 May 6, 2022
SML Smart Technologies Private Limited May 7, 2022 May 6, 2023 9% - - 15.00
May 7, 2023 November 1, 2023
(A) - - 100.00
Repayment/ Interest rate
19.2.1.2 From other parties Agreement date
maturity date (per annum)
May 11, 2022 May 10, 2023
Blackcherry Commosale Private Limited May 11, 2023 May 10, 2024 12% - 1 7.50 17.50
May 11, 2024 September 4, 2024
(B) - 17.50 17.50
19.2.2 Vendor financing arrangement
A.Treds Limited (refer note 19.4) 85.29 24.97 -
(C) 85.29 24.97 -
(A+B+C) 85.29 42.47 117.50
Notes:
19.3. Refer note 36.2.1.5 for maturity profile of borrowings.
19.4. During the year ended March 31, 2024, the Parent Company has registered on a digital platform for invoice discounting called Invoicemart (A.Treds Limited). The rate of interest is to be decided
through a transparent bidding system by registered financiers on the platform, which is to be recovered upfront at the time of discounting for the entire usance period.
(This space has intentionally been left blank)
375Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
(All amounts are in million of Indian Rupees, unless stated otherwise)
Notes forming part of the Restated Consolidated Financial Information
20. Provisions
Particulars As at March 31, As at March As at March
2025 31, 2024 31, 2023
Non-current
Provision for employee benefits:
- Provision for gratuity (refer note 34) 21.41 15.02 1 3.51
- Provision for compensated absences 16.12 13.64 1 1.95
Other provisions:
- Asset retirement obligation (refer note 20.1) 33.67 23.94 1 9.58
Total 7 1.20 52.60 45.04
Current
Provision for employee benefits:
- Provision for gratuity (refer note 34) 4.87 4.31 1 .78
- Provision for compensated absences 4.88 4.31 3 .50
Other provisions:
- Provision for contingencies (refer note 20.1) 4.28 0.98 0 .90
- Asset retirement obligation (refer note 20.1) 1.70 - -
Total 1 5.73 9.60 6.18
Note:
20.1. Movement of other provisions:
Asset
Provision for
retirement
contingencies
obligations
As at April 01, 2022 0.58 10.74
Addition during the year 0.32 7 .37
Interest accrued during the year - 1 .47
As at March 31, 2023 0.90 19.58
Addition during the year 0.08 2 .94
Interest accrued during the year - 1 .42
As at March 31, 2024 0.98 23.94
Addition during the year 3.30 9 .14
Interest accrued during the year - 2 .29
Exchange difference - -
As at March 31, 2025 4.28 35.37
21. Trade payables
Particulars As at March 31, As at March 31, As at March 31,
2025 2024 2023
Total outstanding dues of micro enterprises and small enterprises 116.56 2 0.95 3 59.39
Total outstanding dues of creditors other than micro enterprises and small enterprises 1,042.24 1 ,177.17 583.09
Total 1,158.80 1 ,198.12 942.48
Note:
21.1 The average credit period on purchases of goods and services is 30 days, except for brokerage & commission and manpower services which is 90 days.
21.2 Refer note 35 for trade payables to related parties.
21.3 Disclosures required under Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006
Particulars As at March 31, As at March 31, As at March 31,
2025 2024 2023
(a)theprincipalamountremainingunpaidtoanysupplier(includingpayablesonpurchaseof
(I) property, plant and equipment amounting Rs. 85.03 million (March 31, 2024 : Rs. 75.21 201.59 96.16 652.97
million, March 31, 2023 : Rs. 293.58 million)) as at the end of each accounting year.
(b) interest due thereon 3.30 0.08 0.32
(II) AmountofinterestpaidbythebuyerintermsofSection16oftheMSMEDAct,2006,along
withtheamountsofthepaymentmadetothesupplierbeyondtheappointeddayduringeach - - -
accounting year.
(III) Amountofinterestdueandpayablefortheperiodofdelayinmakingpayment(whichhave
been paid but beyond the appointedday duringthe year)but withoutadding theinterest
- - -
specified under MSMED Act, 2006
(IV) Amount of interest accrued and remaining unpaid at the end of each accounting year. 4.28 0.98 0.90
(V) Amountoffurtherinterestremainingdueandpayableeveninthesucceedingyears,untilsuch - - -
datewhentheinterestduesasaboveareactuallypaidtothesmallenterpriseforthepurpose
of disallowance as a deductible expenditure under Section 23 of the MSMED Act, 2006
Dues to micro and small enterprises have been determined to the extent such parties have been identified on the basis of information collected by the management.
376Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
(All amounts are in million of Indian Rupees, unless stated otherwise)
Notes forming part of the Restated Consolidated Financial Information
Trade payables ageing
As at March 31, 2025
Outstanding for following periods from due date of payment
Particulars Unbilled Not Due Less than 1 More than 3 Total
year 1-2 years 2-3 years years
(i) Dues to micro and small enterprises (A) 38.21 29.87 46.49 1.97 0.02 - 116.56
(ii) Dues to others (B) 443.02 361.45 215.65 10.47 0.79 0.88 1,032.26
(iii) Disputed dues to micro and small enterprises (C) - - - - - - -
(iv) Disputed dues to others (D) - - - 9.53 - 0.45 9.98
Total dues to micro and small enterprises (A+C) 116.56
Total others (B+D) 1,042.24
As at March 31, 2024
Outstanding for following periods from due date of payment
Particulars Unbilled Not due Less than 1 More than 3 Total
year 1-2 years 2-3 years years
(i) Dues to micro and small enterprises (A) - 11.83 8.67 - - - 20.50
(ii) Dues to others (B) 214.61 551.19 397.62 1.43 1.87 0.92 1,167.64
(iii) Disputed dues to micro and small enterprises (C) - - - - - 0.45 0.45
(iv) Disputed dues to others (D) - - 9.53 - - - 9.53
Total dues to micro and small enterprises (A+C) 20.95
Total others (B+D) 1,177.17
As at March 31, 2023
Outstanding for following periods from due date of payment
Particulars Unbilled Not Due Less than 1 More than 3 Total
1-2 years 2-3 years
year years
(i) Dues to micro and small enterprises (A) - 216.54 142.40 - - - 358.94
(ii) Dues to others (B) 180.57 140.87 242.76 13.22 5.67 0.20 583.09
(iii) Disputed dues to micro and small enterprises (C) - - - - 0.45 0.45
(iv) Disputed dues to others (D) - - - - - - -
Total dues to micro and small enterprises (A+C) 359.39
Total others (B+D) 583.09
(This space has intentionally been left blank)
377Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
(All amounts are in million of Indian Rupees, unless stated otherwise)
Notes forming part of the Restated Consolidated Financial Information
22. Other financial liabilities
Particulars As at March 31, As at March As at March
2025 31, 2024 31, 2023
Non-current
Security deposits 2,570.30 2,308.80 1,886.50
Total 2,570.30 2 ,308.80 1,886.50
Current
Security deposits 2,547.13 1,743.93 1,010.66
Payables on purchase of property, plant and equipment (refer note 22.1) 698.64 462.41 714.95
Interest accrued but not due on borrowings 19.63 21.25 21.71
Employee payables 73.78 22.13 54.66
Others 1.33 - -
Total 3,340.52 2 ,249.72 1,801.98
Note:
22.1. Includes amount due to micro and small enterprises amounting Rs. 85.03 million (March 31, 2024 - Rs. 75.21 million, March 31, 2023 : Rs. 293.58 million)
22.2. Refer note 35 for security deposits taken from related parties.
23. Other liabilities
Particulars As at March 31, As at March As at March
2025 31, 2024 31, 2023
Non-current
Deferred revenue 434.10 366.76 272.88
Total 4 34.10 3 66.76 272.88
Current
Deferred revenue 344.25 340.09 217.16
Statutory dues 87.14 69.49 67.81
Advance from customers 19.31 11.20 22.67
Others 13.69 8.51 27.56
Total 4 64.39 4 29.29 335.20
(This space has intentionally been left blank)
378Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
(All amounts are in million of Indian Rupees, unless stated otherwise)
Notes forming part of the Restated Consolidated Financial Information
24. Revenue from operations
For the year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Revenue from lease rentals 1 2,892.73 9 ,970.62 6,874.59
Revenue from design and fitout service 347.04 - -
Revenue from ancillary services 488.79 419.92 2 39.33
Revenue from software fees 12.00 3.10 -
Total 13,740.56 10,393.64 7 ,113.92
Note :
24.1. Revenuefromleasearrangements,wherethereisamaterialbreachasperagreedtermsandconditionsandultimaterecoveryofrevenueisnotprobable,isnotrecordedinthe
RestatedConsolidatedStatementofprofitandloss.DuringtheyearendedMarch31,2025-Rs.Nil(March31,2024-Rs.Nil,March31,2023-Rs.1.70million)isnotrecorded
asrevenueconsideringultimaterecoveryisnotprobable.Grouphasundertakeninitiativesforrecoveryofsuchamountsanditwillberecognisedonlywhenultimatecollectionis
probable and accordingly, Group has recognised revenue of Rs. Nil (March 31, 2024- Rs. Nil, March 31, 2023- Rs. Nil) during year ended March 31, 2025.
24.2. Refer note 33(a) for disaggregation of revenue based on geographical region.
24.3. Revenue from ancillary services, design and fitout services and software fees are transferred to the customers over a period of time.
24.4. Refer note 10 and 14 for contract assets (unbilled revenue and trade receivables), and note 23 for contract liabilities (deferred revenue)
25. Other income
For the year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Interest income earned on financial assets that are measured at amortised cost
- Security deposits 255.86 286.64 144.57
- Interest income on bank deposits 28.64 75.03 5 6.31
- Others 0.24 0.16 0.09
Income from reimbursement of fitout 17.60 17.64 4.87
Income from scrap sales 12.15 25.44 2.42
Others :
- Interest income on income tax refund 25.00 0.07 1 1.27
- Liability/provision no longer required written back - 14.32 3 6.34
- Gain on lease termination/reassessment (refer note 5.3) - 310.86 6 8.89
- Gain on fair valuation of investment in mutual fund 7.21 4.28 -
- Gain on sale of mutual fund units 7.15 - -
- Profit on sale of property, plant & equipment 1.02 - 1.42
- Others 1.26 3.02 0.60
Total 3 56.13 737.46 3 26.78
26. Operating expenses
For the year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Housekeeping, security, support service, plantation and pest control 998.14 780.15 668.45
Electricity and water charges 1,191.32 940.01 620.22
Building maintenance charges 835.06 694.44 464.11
Equipment and asset hire charges 70.93 47.69 4 6.89
Commission and brokerage 407.31 348.59 273.61
Communication expenses 62.21 63.64 6 2.49
Rent expense 239.28 95.02 1 7.71
Subcontracting Costs 283.55 - -
Freight and transportation 11.35 10.17 1 1.32
Parking charges 61.19 49.70 3 5.44
Total 4,160.34 3,029.41 2 ,200.24
27. Employee benefits expense
For the year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Salaries and wages 557.27 450.02 377.06
Contributions to provident fund and other funds 2 0.62 16.13 9.75
Gratuity expense (refer note 34) 7.70 6.57 6.11
Share based payment expense (refer note 42) 39.32 - -
Staff welfare expenses 28.78 23.36 1 5.45
Total 6 53.69 496.08 4 08.37
(This space has intentionally been left blank)
379Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
(All amounts are in million of Indian Rupees, unless stated otherwise)
Notes forming part of the Restated Consolidated Financial Information
28. Finance costs
For the year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Interest expense on:
- Lease liabilities 2,790.52 2 ,498.10 1,970.39
- Borrowings 395.93 536.43 2 75.23
- Other financial liabilities that are measured at amortised cost 172.78 244.78 8 7.28
Others:
- Interest on asset retirement obligation 2.33 1.42 1.47
- Others 1.82 2.45 3 2.19
Total 3,363.38 3,283.18 2 ,366.56
29. Depreciation and amortisation expenses
For the year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Depreciation on:
- Property, plant and equipment (refer note 4) 1,801.73 1 ,521.32 8 63.90
- Right-of-use assets (refer note 5) 4,526.83 3 ,186.14 2,695.02
Amortisation on intangible assets (refer note 7) 31.42 19.74 3.54
Total 6,359.98 4,727.20 3 ,562.46
30. Other expenses
For the year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Business development 37.03 26.75 2 4.85
Legal and professional charges (refer note 30.1) 50.50 62.51 3 8.29
Travelling expenses 33.16 26.68 3 4.12
Postage and stationery 12.69 13.94 1 5.64
Consultancy expenses 27.63 15.94 2 2.96
Capital work-in-progress/property, plant and equipment written off 25.94 52.22 6 2.63
Rates and taxes 14.10 13.01 8.05
Allowance for doubtful debts and advances 21.43 7.73 1.96
Provision for customer claims 33.22 - -
Provision for contingencies 3.30 0.08 0.32
Information technology expenses 54.00 27.80 3 0.25
Insurance charges 12.02 6.09 4.55
Loss on sale of property, plant & equipment - 0.49 -
Miscellaneous expenses 28.87 18.21 2 1.71
Total 3 53.89 271.45 2 65.33
Note:
30.1. Legal and professional (excluding GST) expenditure includes:
For the year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Payment to auditors :
- Statutory audit 6.92 5.15 5.21
- Out of pocket expense 0.64 0.15 0.15
- IPO related services (refer note 10.4 and 13.2) 20.59 - -
Other adjustments* ( 20.59) - -
Total 7.56 5 .30 5.36
*Refer note 13.2 for IPO related services
30.2. The Group has not earned net profit in three immediately preceding financial years, therefore, there was no amount as per Section 135 of the Act which was required to be spent
on CSR activities in the current financial year by the group.
380Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
(All amounts are in million of Indian Rupees, unless stated otherwise)
Notes forming part of the Restated Consolidated Financial Information
31. Earnings per share ('EPS')
Particulars For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Basic and Diluted
Restated Loss for the year (a) (631.79) (499.57) ( 1,010.46)
Nominal value of equity share (Rs.) 10.00 10.00 1 0.00
Total number of equity shares outstanding at the beginning of the year (in million) 98.61 96.07 9 5.58
Total number of equity shares outstanding at the end of the year (in million) 103.19 98.61 9 6.07
Weighted average number of equity shares outstanding during the year for
102.22 96.36 9 5.58
computing Basic and Diluted EPS (b) (in million)
Basic and Diluted earnings per share (a)/(b) (Rs.) (6.18) ( 5.18) ( 10.57)
Note:
31.1. FortheyearendedMarch31,2024andMarch31,2023thecumulativeconvertiblepreferencesharesclassifiedasequityinstrumentsareincludedasapartofBasicandDiluted
EPS computation as these can be converted to equity shares at any point of time (refer note 18.2).
31.2. For the yearended March31,2025,employee stockoptionsgranted tocertaineligibleemployees underESOP schemeandsharewarrants(refernote 18.3)hasnotbeen
considered in computing Diluted EPS since options and warrants are anti-dilutive in nature.
32. Contingent liabilities and commitments
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
A. Contingent liabilities
Claims against the Group not acknowledged as debt:
- Income tax matters (net of paid under protest) 1.99 1.45 1.45
- Indirect tax matters - 6.80 -
B. Commitments
Estimatedamountofcontractsremainingtobeexecutedonproperty,plantandequipment
252.51 448.06 190.30
and intangible assets and not provided for (net of related advances)
C. Corporate guarantee
Corporate guarantee provided to third party on behalf of vendors of the Group - - 158.28
D. Others
Letter of credit and guarantees excluding financial guarantees 12.89 15.89 17.89
Note:
32.1 Apart from the commitments disclosed above, the Group has no financial commitments other than those in the nature of regular business operations.
33. Segment reporting
TheGroup’sprimarybusinesssegmentinvolvesdevelopingandlicensingfullyservicedofficespacesinbusinesscentres.TheBoardofDirectorsoftheParentCompany,whichhasbeen
identifiedasbeingtheChiefOperatingDecisionMaker(CODM),evaluatestheGroupperformance,allocateresourcesbasedontheanalysisofthevariousperformanceindicatorofthe
Groupasasingleunitofcoworkingspaces.ThereforetherearenoseparatereportablebusinesssegmentsasperIndAS108-“OperatingSegments”.TheGroupdoesnothaveany
single external customer contributing to 10% or more of the group's revenue.
Geographical Information :
(a) Revenue from external customers
For the year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
India 13,450.66 10,393.64 7,113.92
Others 289.90 - -
13,740.56 10,393.64 7,113.92
(b) Non current assets
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2025
India 39,926.48 35,973.37 38,636.78
Others 293.73 - -
40,220.21 35,973.37 38,636.78
381Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
(All amounts are in million of Indian Rupees, unless stated otherwise)
Notes forming part of the Restated Consolidated Financial Information
34.Employee benefit plans
Defined contribution plans
TheGroupmakescontributiontoadefinedcontributionretirementbenefitplanforqualifyingemployees.TheGroup'scontributiontotheEmployeesprovidentfundandEmployeestate
insuranceisdepositedwiththeRegionalProvidentFundCommissionerandEmployeeStateInsuranceCorporation,respectively.Underthescheme,theGroupisrequiredtocontributea
specifiedpercentageofpayrollcosttotheretirementbenefitschemetofundthebenefits.TheGrouphasrecognisedthefollowingamountsintheRestatedConsolidatedStatementofProfit
and Loss in the following years:
Particulars For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Defined contribution plans 2 0.39 1 5.93 9.49
Employee state insurance 0 .19 0.20 0.26
Defined benefit plan:
Gratuity
a) TheGroupoffersitsemployees,basedinIndia,defined-benefitplansintheformofagratuityscheme.Benefitsunderthedefinedbenefitplansarebasedonyearsofserviceandthe
employee’scompensation(immediatelybeforeretirement).BenefitspayabletoeligibleemployeesoftheGroupwithrespecttogratuity,adefinedbenefitplanisaccountedforonthe
basis of an actuarial valuation as at the reporting date.
b) This plan typically expose the Group to actuarial risk such as: interest rate risk, longevity risk and salary risk.
Interest risk
A decrease in the bond interest rate will increase the plan liability.
Longevity risk
Thepresentvalueofthedefinedbenefitplanliabilityiscalculatedbyreferencetothebestestimateofthemortalityofplanparticipantsbothduringandaftertheiremployment.Anincrease
in the life expectancy of the plan participants will increase the plan’s liability.
Salary risk
Thepresentvalueofthedefinedbenefitplanliabilityiscalculatedbyreferencetothefuturesalariesofplanparticipants.Assuch,anincreaseinthesalaryoftheplanparticipantswill
increase the plan’s liability.
(c) Significant actuarial assumptions
The significant actuarial assumptions used for the purposes of the actuarial valuations were as follows:
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
a) Discount rate(s) 6.99%-7.04% 7.22% 7.15%
b) Expected rate(s) of salary increase 8.00%-9.5% 9.50% 9.50%
c) Mortality table used 100% of ILAM (2012-14) 100% of ILAM (2012-14) 100% of ILAM (2012-14)
d) Attrition rate
-Up to 30 years 27.63%-45.92% 47.21% 41.99%
-Ages 31-44 years 27.63%-33.68% 37.06% 29.61%
-Ages 44 & above 0.33%-27.63% 0.00% 0.00%
e) Rate of return on plan assets N.A N.A N.A
f) Average remaining working lives of employees (in years) 26.38-27.77 26.21 26.36
The discount rate is based on prevailing market yields of Government of India bonds as at the reporting date for the expected term of obligation.
The estimates of future salary increases considered, takes into account the inflation, seniority, promotions and other relevant factors, such as supply and demand in the employment market.
(d) The following tables sets out the amount recognised in the Restated Consolidated Financial Information in respect of gratuity :
For the year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
I.AmountsrecognisedinRestatedConsolidated Statementof Profitand
Loss in respect of these defined benefit plans are as follows:
a) Current service cost 6.30 5.48 5.42
b) Past service cost - - -
c) Net interest expense 1.40 1.09 0.70
ComponentsofdefinedbenefitcostsrecognisedinRestatedConsolidated 7.70 6.57 6 .12
Statement of Profit and Loss
Remeasurement on the net defined benefit liability
a) Actuarial (gains)/loss arising form changes in financial assumptions 0.26 (0.08) (0.13)
b) Actuarial (gains)/loss arising form changes in demographic assumptions 0.63 (1.17) (0.57)
c) Actuarial (gains)/loss arising form experience adjustments ( 0.42) (0.48) 0.35
Components of defined benefitcosts recognisedinothercomprehensive 0.47 (1.73) (0.35)
(income)/ loss
Total 8.17 4.84 5 .77
Thecurrentservicecostandthenetinterestexpensefortheyearareincludedinthe‘Employeebenefitsexpense’lineitemintheRestatedConsolidatedStatementofProfitandLossandthe
remeasurement of the net defined benefit liability is included in ‘Other comprehensive income/(loss)’.
382Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
(All amounts are in million of Indian Rupees, unless stated otherwise)
Notes forming part of the Restated Consolidated Financial Information
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
II. Net liability recognised in the Restated Consolidated Statement of
Assets and Liabilities
a) Present value of defined benefit obligation 26.27 1 9.33 15.29
b) Fair value of plan assets - - -
c)Net liability recognised in the Restated Consolidated Statement of 26.27 19.33 1 5.29
Assets and Liabilities
d) Current portion of the above 4.87 4.31 1.78
e) Non current portion of the above 21.40 1 5.02 13.51
For the year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
III. Change in the obligation during the year
Present value of defined benefit obligation at the beginning of the year 1 9.33 1 5.29 9.73
Expenses recognised in Restated Consolidated Statement of Profit and Loss
- Current service cost 6.30 5.48 5.42
- Interest expense (income) 1.40 1.09 0.70
Recognised in other comprehensive income
Remeasurement gains/ (losses)
- Actuarial gain/(loss) arising from:
i. Financial assumptions 0.26 (0.08) (0.13)
ii. Demographic assumptions 0.63 (1.17) (0.57)
iii. Experience adjustments ( 0.42) (0.48) 0.35
Benefit payments ( 1.23) (0.80) (0.21)
Present value of defined benefit obligation at the end of the year 26.27 19.33 1 5.29
(e)Sensitivityforsignificantactuarialassumptioniscomputedbyvaryingoneactuarialassumptionusedforthevaluationofthedefinedbenefitobligationby+/-0.5%,keepingallother
actuarial assumptions constant:
Impact on defined benefit Impact on defined benefit
Principal assumption Changes in assumption
obligation obligation
Increase in assumption Decrease in assumption
a) Discount rate
As at March 31, 2025 0.5% (0.66) 0.70
As at March 31, 2024 0.5% (0.42) 0.45
As at March 31, 2023 0.5% (0.42) 0.46
b) Salary growth rate
As at March 31, 2025 0.5% 0.49 (0.35)
As at March 31, 2024 0.5% 0.36 (0.35)
As at March 31, 2023 0.5% 0.38 (0.35)
Notes:
i)Theabovesensitivityanalysesarebasedonachangeinanassumptionwhileholdingallotherassumptionsconstant.Inpracticethisisunlikelytooccur,andchangesinsomeofthe
assumptionsmaybecorrelated.Whencalculatingthesensitivityofthedefinedbenefitobligationtosignificantactuarialassumptionsthesamemethod(presentvalueofthedefinedbenefit
obligationcalculatedwiththeprojectedunitcreditmethodattheendofthereportingyear)hasbeenappliedaswhencalculatingthedefinedbenefitliabilityrecognisedintheRestated
Consolidated Statement of Assets and Liabilities.
ii) The methods and types of assumptions used in preparing the sensitivity analyses did not change compared to previous year.
(f) Maturity profile of defined benefit obligation:
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Within 1 year 4.87 4.31 1.78
1 - 2 year 4.13 3.25 2.69
2 - 3 year 3.12 2.11 1.80
3 - 4 year 2.24 1.44 1.28
4 - 5 year 2.62 1.02 0.95
5 year onwards 9.31 7.19 6.46
(g) Weighted Average Duration of Defined Benefit Obligation (in years) 2.77-3.07 2.55 3.22
(h)The Group expects to make a contribution of Rs. 10.32 million to the defined benefit plan during the next financial year.
383Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
(All amounts are in million of Indian Rupees, unless stated otherwise)
Notes forming part of the Restated Consolidated Financial Information
35. Related party transactions and balances
35.a. Names of related parties and related party relationships
Entities having significant influence over the Group
NS Niketan LLP
SNS Infrarealty LLP
Key Management Personnel (‘KMP’)
Neetish Sarda (Managing director)
Harsh Binani (Wholetime director)
Sahil Jain (Chief financial officer) (w.e.f. July 19, 2024)
Punam Dargar (Company secretary)
V K Subburaj (Independent Director w.e.f. July 16, 2024)
Rajeev Rishi (Independent Director w.e.f. July 16, 2024)
Pushpa Mishra (Independent Director w.e.f. August 03, 2024)
Atul Gautam (Non Executive Director w.e.f. June 21, 2024)
Ho Kiam Kheong (Non-Executive (nominee) Director w.e.f. July 16, 2024)
Other related parties with whom transactions have taken place during the reporting years
Relatives of KMPs
Neeta Sarda
Saumya Binani
Riya Aggarwal
Prerna Jhunjhunwala
Entities where key management personnel (KMP) and their relatives exercise significant influence
Vision Comptech Integrators Limited
Smart IT Services Private Limited
SML Smart Technologies Private Limited
Talbot & Co
Talbotforce Services Private Limited
Kalyankari Commercial LLP
Kripa Merchandise LLP
Simran Merchandise LLP
Snow Well Merchandise LLP
Jagadhatri Vyapaar Pvt Ltd
35.b. Related party transactions
Name of related party For the year ended For the year ended March For the year ended March
March 31, 2025 31, 2024 31, 2023
Income from lease rental Talbot & Co 0 .42 0.13 0.15
Talbotforce Services Private Limited 2 .33 1.00 1.02
Smart It Services Private Limited 0 .03 0.05 -
Income from ancillary services Talbot & Co - - 0.00
Talbotforce Services Private Limited - 0.11 0.10
Lease rental expense Vision Comptech Integrators Limited 160.23 101.84 8 8.56
Building maintenance Vision Comptech Integrators Limited - 33.95 2 9.52
Talbotforce Services Private Limited 12.77 8.42 0.26
Equipment hire charges Smart IT Services Private Limited - 0.84 5.02
Talbot & Co - - 0.78
Talbotforce Services Private Limited 6 .79 4.40 2.37
Information technology expenses Talbotforce Services Private Limited - 0.77 0.03
Housekeeping & security charges Talbot & Co (refer note 35.3) 2 .82 3.25 2.16
Talbotforce Services Private Limited 948.74 725.54 6 34.17
Purchase of property, plant and equipment Talbotforce Services Private Limited 0 .65 11.90 3.94
Smart IT Services Private Limited - 0.87 0.54
Interest paid on borrowings taken SML Smart Technologies Private Limited - 0.79 1.35
Vision Comptech Integrators Limited - 6.19 1 6.49
Reimbursements of other expenses incurred by Group Vision Comptech Integrators Limited - 4.87 -
Reimbursements of other expenses incurred by related Vision Comptech Integrators Limited 27.06 28.40 2 9.82
party Talbotforce Services Private Limited 16.58 11.48 -
Remuneration to KMP Neetish Sarda 18.08 11.44 9.79
Harsh Binani 18.08 11.61 9.36
Punam Dargar 2 .22 1.64 1.52
Sahil Jain 5 .21 - -
Remuneration to relative of KMP Riya Aggarwal 4 .38 - -
Prerna Jhunjhunwala 3 .17 - -
Consultancy Fees paid to director Atul Gautam 2 .31 - -
Directors sitting Fees V K Subburaj 0 .50 - -
Rajeev Rishi 0 .50 - -
Pushpa Mishra 0 .28 - -
Security deposit taken Talbotforce Services Private Limited 0 .50
Talbot & Co 0 .09
Borrowings taken Vision Comptech Integrators Limited - 15.00 8 6.00
Refund of borrowings taken Vision Comptech Integrators Limited - 100.00 1 30.70
SML Smart Technologies Private Limited - 15.00 -
ESOP Expenses to KMP's Sahil Jain 4 .57 - -
Punam Dargar 1 .30 - -
384Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
(All amounts are in million of Indian Rupees, unless stated otherwise)
Notes forming part of the Restated Consolidated Financial Information
35.c. Related party outstanding balances
Name of related party As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Unsecured borrowings SML Smart Technologies Private Limited - - 1 5.00
Vision Comptech Integrators Limited - - 8 5.00
Advance from employee Neetish Sarda - - 0.06
Unbilled revenue Talbotforce Services Private Limited - 0.10 -
Trade payables Talbot & Co 0 .26 0.68 0.75
Talbotforce Services Private Limited 349.14 388.89 3 22.91
Smart IT Services Private Limited - - 1.25
Vision Comptech Integrators Limited 2 .10 2.20 -
Atul Gautam 0 .23 - -
V K Subburaj 0 .02 - -
Rajeev Rishi 0 .03 - -
Pushpa Mishra 0 .03 - -
Employee payables Neetish Sarda 3 .41 0.66 -
Harsh Binani 3 .38 0.13 -
Punam Dargar 0 .14 - -
Sahil Jain 0 .37 - -
Security deposit taken Talbot & Co 0 .09 - -
Talbotforce Services Private Limited 0 .50 - -
Trade receivables Talbotforce Services Private Limited 0 .01 0.00 -
Notes:
35.1. Refer note 19.1 for the guarantees issued by related parties for the Group.
35.2. These figures are inclusive of taxes.
35.3. These expenses includes expenses that are under reverse charge mechanism.
35.4. For list of subsidiaries, refer note 45.
35.d. Compensation of key management personnel
The remuneration of directors and other members including relatives of key management personnel during the year was as follows:
Particulars For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Short-term benefits 43.59 24.69 2 0.68
Post-employment benefits 6 .70 4.79 3.91
Share based payment expense 5.87 - -
Total 56.16 2 9.48 24.59
(This space has intentionally been left blank)
385Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
(All amounts are in million of Indian Rupees, unless stated otherwise)
Notes forming part of the Restated Consolidated Financial Information
35.e. Related party transactions eliminated during the year while preparing the Restated Consolidated Financial Information
Related party transactions eliminated-eliminated during the year while preparing the Restated Consolidated Financial Information
For the year ended For the year ended For the year ended
Particulars
March 31, 2024 March 31, 2024 March 31, 2023
Income from lease rental
Smartworks Tech Solutions Private Limited 0 .85 1.80 0 .19
Smartworks Office Services Private Limited 0 .14 0.07 0 .07
Income from ancillary services
Smartworks Tech Solutions Private Limited - - 2 .30
Sale of assets
Smartworks Stellar Services Private Limited - - 1 .30
Expenditure made on behalf of subsidiary
Smartworks Office Services Private Limited - - -
Information technology expenses
Smartworks Tech Solutions Private Limited 4.55 3.25 0 .30
Purchase of property, plant and equipment
Smartworks Stellar Services Private Limited - 13.67 -
Interest Income on borrowings given
Smartworks Tech Solutions Private Limited 22.12 15.07 3 .21
Smartworks Stellar Services Private Limited 0 .63 0.20 0 .01
Smartworks Office Services Private Limited 0 .05 0.02 0 .01
Smartworks Space Pte. Ltd. 1 .45 - -
Interest paid on borrowings taken
Smartworks Stellar Services Private Limited - 0 .10
-
Reimbursements of other expenses incurred by Parent Company
Smartworks Tech Solutions Private Limited - 0.15 -
Reimbursements of other expenses incurred by related party
Smartworks Tech Solutions Private Limited - - 36.55
Reimbursements of amount received on behalf of related party
Smartworks Tech Solutions Private Limited 0 .14 0.26 -
Investment in subsidiary
Smartworks Stellar Services Private Limited - - 0 .10
Smartworks Space Pte. Ltd 187.24 - -
Security deposit taken
Smartworks Tech Solutions Private Limited - 0.01 0 .24
Smartworks Office Services Private Limited - - -
Refund of security deposit taken
Smartworks Tech Solutions Private Limited 0 .08 - -
Borrowings given
Smartworks Tech Solutions Private Limited 58.50 119.74 66.36
Smartworks Stellar Services Private Limited 0 .96 8.17 1 .21
Smartworks Office Services Private Limited 0 .43 0.15 0 .15
Smartworks Space Pte. Ltd. 18.66 - -
Refund of borrowings given
Smartworks Tech Solutions Private Limited 11.90 6.00 2 .46
Smartworks Stellar Services Private Limited - 2.89 1 .21
Smartworks Office Services Private Limited - - 0 .00
Smartworks Space Pte. Ltd. 18.66
Borrowings taken
Smartworks Stellar Services Private Limited - - 3 .40
Repayment of borrowings taken
Smartworks Stellar Services Private Limited - - 3 .40
Reimbursements of other expenses between subsidiaries of Parent company
Smartworks Tech Solutions Private Limited 0 .03 - -
Smartworks Office Services Private Limited 0 .03 - -
386Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
(All amounts are in million of Indian Rupees, unless stated otherwise)
Notes forming part of the Restated Consolidated Financial Information
Related party outstanding balances-eliminated as at reporting date while preparing the Restated Consolidated Financial Information
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Borrowings given
Smartworks Tech Solutions Private Limited 228.10 1 81.50 69.18
Smartworks Stellar Services Private Limited 6 .24 5.28 -
Smartworks Office Services Private Limited 0 .73 0.30 0.15
Smartworks Space Pte. Ltd. - - -
Amount payable to Subsidiary
Smartworks Space Pte. Ltd. 0 .30 - -
Unbilled revenue
Smartworks Tech Solutions Private Limited - 0.03 1.31
Smartworks Office Services Private Limited - - -
Expenditure made on behalf of subsidiary
Smartworks Office Services Private Limited - - -
Trade payables
Smartworks Tech Solutions Private Limited 0 .50 0.28 -
Security deposit taken
Smartworks Tech Solutions Private Limited 0 .18 0.26 0.25
Smartworks Office Services Private Limited 0 .02 0.02 0.02
Non-current investments
Smartworks Tech Solutions Private Limited 0 .10 0.10 0.10
Smartworks Office Services Private Limited 0 .10 0.10 0.10
Smartworks Stellar Services Private Limited 0 .10 0.10 0.10
Smartworks Space Pte. Ltd. 187.24 - -
Trade receivables
Smartworks Tech Solutions Private Limited - - 36.99
Smartworks Office Services Private Limited - - -
(This space has intentionally been left blank)
387Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
(All amounts are in million of Indian Rupees, unless stated otherwise)
Notes forming part of the Restated Consolidated Financial Information
36 Financial instruments
36.1. Categories of financial instruments
Particulars Level As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
FVTPL FVTOCI Amortised cost FVTPL FVTOCI Amortised cost FVTPL Amortised cost
Financial assets
Investments in mutual funds (Quoted) Level 1 93.23 - - 112.78 - - - -
Investments in equity shares (Unquoted) Level 3 16.40 - - - - - - -
Trade receivables - - 255.31 - - 140.92 - 143.18
Cash and cash equivalents - - 496.71 - - 387.60 - 1,182.43
Other bank balances - - 192.59 - - 136.16 - 840.99
Other financial assets - - 2,714.23 - - 2,225.23 - 1,747.26
Financial liabilities
Lease liabilities - - 33,396.03 - - 30,082.38 - 3 3,976.22
Borrowings - - 3,977.70 - - 4,273.50 - 5,153.89
Trade payables - - 1,158.80 - - 1,198.12 - 997.14
Other financial liabilities - - 5,910.82 - - 4,558.52 - 3,633.82
Attheendofthereportingperiod,therearenosignificantconcentrationsofcreditriskforfinancialassetsdesignatedatFVTPL.ThecarryingamountreflectedaboverepresentstheGroup's
maximum exposure to credit risk for such Financial assets.
The fair value of instruments measured at amortised cost is equivalent to the carrying cost of financial instruments.
Particulars Level As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Fair value FVTOCI Amortised cost Fair value FVTOCI Amortised cost Fair value Amortised cost
Other financial assets - security deposits Level 3 2,412.50 - 2,419.50 1 ,819.69 - 1,846.87 1,390.00 1,321.07
Interest rate used for fair valuation 6.50% 6.75% 5.65%
Other financial liabilities - security deposits Level 3 5,125.53 - 5,117.43 4 ,069.53 - 4,052.73 2,884.00 2,897.16
Interest rate used for fair valuation 9.10% 9.05% 9.68%
Thefairvalueofsecuritydepositswasestimatedbasedonthecontractualtermsofthesecuritydepositsandparameterssuchasinterestrates.Since,thedatafromanyobservablemarkets
in respect of interest rates were not available, the interest rates were considered to be significant unobservable inputs to the valuation of these deposits.
36.1.1 Fair values hierarchy
FinancialassetsandfinancialliabilitiesaremeasuredatfairvalueinthefinancialstatementandaregroupedintothreeLevelsoffairvaluehierarchy.ThethreeLevelsaredefinedbasedon
the observability of significant inputs to the measurement, as follows:
Level 1: quoted prices (unadjusted) in active markets for financial instruments
Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3: unobservable inputs for the asset or liability.
36.2. Financial risk management objectives
WhileensuringliquidityissufficienttomeetGroup'soperationalrequirements,theGroup'sriskmanagementcommitteealsomonitorsandmanageskeyfinancialrisksrelatingtothe
operations of the Group by analysing exposures by degree and magnitude of risks. These risks include market risk (including currency risk, interest risk and price risk), credit risk and liquidity
risk.
36.2.1.Market risk
36.2.1.1C.urrency risk
Currencyriskistheriskoruncertaintyarisingfrompossiblecurrencymovementsandtheirimpactonthefuturecashflowsofabusiness.Therearenomaterialcurrencyriskaffectingthe
financial position of the Group as there are no material transactions in currency other than functional currency of the Group.
36.2.1.2I.nterest risk
Interestrateriskistheriskthatthefairvalueorfuturecashflowsofafinancialinstrumentwillfluctuatebecauseofchangesinmarketinterestrates.TheGroup’sfixedrateborrowingsare
carriedatamortisedcost.TheyarethereforenotsubjecttointerestrateriskasdefinedinIndAS107,sinceneitherthecarryingamountnorthefuturecashflowswillfluctuatebecauseofa
changeinmarketinterestrates.TheGroupmanagesitsinterestrateriskbyhavingabalancedportfoliooffixedandfloatingrateloansandborrowingskeepinginviewofcurrentmarket
scenario.
Interest rate risk exposure
The Group’s floating rate borrowing is subject to interest rate fluctuations. Below is the overall exposure of the borrowing (undiscounted):
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Floating rate borrowings 3,865.87 4,105.80 4,982.79
Fixed rate borrowings 130.68 191.59 213.54
Sensitivity:
Profit or loss is sensitive to higher/ lower interest expense from floating rate borrowings as a result of changes in interest rates (for complete year on closing balance) :
Particulars For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Increase by 1% 3 8.66 4 1.06 49.83
Decrease by 1% ( 38.66) ( 41.06) ( 49.83)
36.2.1.3P.rice risk
TheGroup’sexposuretopriceriskarisesfrominvestmentsheldandclassifiedasFVTPL.Tomanagethepriceriskarisingfrominvestmentsinmutualfunds,theGroupdiversifiesitsportfolio
of assets.
Sensitivity analysis:
Profit or loss is sensitive to higher/ lower prices of instruments classified as FVTPL on the Group’s profit for the periods (for complete year on closing balance) :
Particulars For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Increase by 5% 5.48 5.64 -
Decrease by 5% (5.48) (5.64) -
(This space has intentionally been left blank)
388Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
(All amounts are in million of Indian Rupees, unless stated otherwise)
Notes forming part of the Restated Consolidated Financial Information
36.2.1.4. Credit risk management
CreditriskistheriskthatacounterpartyfailstodischargeitsobligationtotheGroupunderafinancialinstrumentorcustomercontractleadingtoafinancialloss.TheGroupis
exposed to credit risk mainly with respect to trade receivables, investment in mutual funds, bank deposits and bank balances.
Trade receivables
ThetradereceivablesoftheGrouparetypicallynon-interestbearingandderivedfromsalesmadetoalargenumberofindependentcustomers.Asthecustomerbaseiswidely
distributedbotheconomicallyandgeographically,thereisminimalconcentrationofcreditrisk.ThecreditperiodprovidedbytheGrouptoitscustomersgenerallyrangesfrom7
days.
Themanagementperformsongoingassessmentoftradereceivablesforeachcustomerbasisthetermsandconditionsofeachcontracttoidentifythematerialbreach.Factsand
circumstancesrelevanttoeachcustomerarereviewedbythemanagementtoassesscreditrisk.Receivablesarecreditimpairedtotheextentunsecuredandthereisnoconvincing
evidence establishing collection of consideration in near future.
Thegrosscarryingamountofafinancialassetiswrittenoff(eitherpartiallyorinfull)totheextentthatthereisnorealisticprospectofrecovery.Wherethefinancialassethasbeen
written-off,theGroupcontinuestoengageinenforcementactivitytoattempttorecoverthereceivabledue.Whererecoveriesaremade,thesearerecognisedintheRestated
Consolidated Statement of Profit and Loss.
Other financial instruments and bank deposits
TheGroup’streasury,inaccordancewiththeboardapprovedpolicy,maintainsitscashandcashequivalents,depositsandinvestmentinmutualfundswithbanks,financialandother
institutions,havinggoodreputation,pasttrackrecord,andhighcreditrating.Similarly,counter-partiesoftheGroup’sotherreceivablescarryeithernoorveryminimalcreditrisk.
Further,theGroupreviewsthecredit-worthinessofthecounter-parties(onthebasisofitsratings,creditspreadsandfinancialstrength)ofalltheaboveassetsonanon-goingbasis,
and if required, takes necessary mitigation measures.
36.2.1.5 Liquidity risk management
TheGroupmanagesliquidityriskbymaintainingsufficientcashandcashequivalentsincludingbankdepositsandavailabilityoffundingthroughanadequateamountofcommitted
creditfacilities,securitydepositsfromcustomerstomeettheobligationswhendue.Managementmonitorsrollingforecastsofliquiditypositionandcashandcashequivalentsonthe
basisofexpectedcashflows.Inaddition,liquiditymanagementalsoinvolvesprojectingcashflowsconsideringlevelofliquidassetsnecessarytomeetobligationsbymatchingthe
maturity profiles of financial assets & liabilities and monitoring Restated Consolidated Statement of Assets and Liabilities liquidity ratios.
TheGrouphasincurredlossfortheyearendedMarch31,2025ofRs.628.46million(Rs.498.33millionforthefinancialyearendedMarch31,2024andRs.1,010.20millionforthe
financialyearendedMarch31,2023)andasatthatdate,thecurrentliabilitiesexceededitscurrentassetsbyRs.9,613.65million(Rs.6,898.44millionasatMarch31,2024and
Rs.4,207.67millionasatMarch312023).TheGrouphasalongtermleaseagreementswithitscustomers,hasgeneratedpositivecashflowsfromitsoperation,retaineditsexisting
customersandutilisingthesecuritydepositswhichareclassifiedascurrentliabilities.Additionally,theGrouphasinitiatedplanstorelocatetolargerbusinesscenterstoenhancecost
efficiency and revenue potential and has obtained external borrowings as needed.
TheManagementhavemadeanassessmentoftheGroup’sabilitytocontinueasagoingconcernandhavenoreasontobelievetheGroupwillnotbeagoingconcernintheyear
ahead considering external funding arrangements with banks and other aforesaid initiatives.
ThefollowingtablesdetailtheGroup'sremainingcontractualmaturityforitsnon-derivativefinancialliabilitieswithagreedrepaymentperiods.Theinformationincludedinthetables
havebeendrawnupbasedontheundiscountedcashflowsoffinancialliabilitiesbasedontheearliestdateonwhichtheGroupcanberequiredtopay.Thetablesincludeboth
interest and principal cash flows.
Particulars Less than 1 year 1 year – 5 years More than 5 years Total Carrying Amount
As at March 31, 2025
Non-interest bearing
Trade payable 1,158.80 - - 1,158.80 1,158.80
Other financial liabilities 3,384.28 3,207.81 - 6,592.09 5,891.19
Fixed interest rate instruments
Borrowings (including interest) 1 20.73 1 3.22 - 133.95 130.65
Lease liabilities 8,161.20 27,852.12 7,068.34 43,081.66 3 3,396.03
Variable interest rate instruments
Borrowings (including interest) 1,996.83 2,459.37 2 5.56 4,481.76 3,847.05
Total 14,821.84 33,532.52 7,093.90 55,448.26 44,423.72
As at March 31, 2024
Non-interest bearing
Trade payable 1,198.12 - - 1,198.12 1,198.12
Other financial liabilities 2,206.34 2,894.92 - 5,101.26 4,537.27
Fixed interest rate instruments
Borrowings (including interest) 1 60.66 4 5.03 - 205.69 190.93
Lease liabilities 6,293.39 23,473.58 11,168.73 40,935.70 3 0,082.38
Variable interest rate instruments
Borrowings (including interest) 2,072.60 2,619.93 1 34.56 4,827.09 4,082.57
Total 11,931.11 29,033.46 11,303.29 52,267.86 40,091.27
As at March 31, 2023
Non-interest bearing
Trade payable 997.14 - - 997.14 997.14
Other financial liabilities 1,725.61 2,320.80 - 4,046.41 3,612.11
Fixed interest rate instruments
Borrowings (including interest) 1 20.34 9 8.31 0.10 218.75 213.35
Lease liabilities 5,644.68 23,786.90 20,318.45 49,750.03 3 3,976.22
Variable interest rate instruments
Borrowings (including interest) 2,470.81 3,449.63 - 5,920.44 4,940.54
Total 10,958.58 29,655.64 20,318.55 60,932.77 43,739.36
389Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
(All amounts are in million of Indian Rupees, unless stated otherwise)
Notes forming part of the Restated Consolidated Financial Information
36.3. Fair value measurement
DuringtheyearendedMarch31,2025andyearendedMarch31,2024,theGrouphasmadeinvestmentincertainmutualfundschemeswhicharemeasuredatFairValue
through Profit and Loss (FVTPL). NAV available as on March 31, 2025 and March 31, 2024 has been used to measure the investment and same is treated as Level 1 input.
36.4. Reconciliation of liabilities whose cash flow movements are disclosed as part of financing activities in the Restated Consolidated Statement of Cash flows:
Restated Non - Cash items
Restated Consolidated
LiaSC bAto ia lsn it s ts e ieo em tl ssi ed cana antt p e do td if o n State lm inFe elon iwt t eo s mf Cash O bp ale an ni cn eg flowC sa s (h net) ac t ecA o rd ( mud Nni iet nti t ao o ton f i f o Ro nOn ) U Re fc r pl oa ams ys a i t bf ri lac eda set i on Other adjustments bC alo las nin cg e
For the year ended March 31, 2025
Repayment of principal
Lease liabilities and interest portion of 3 0,082.38 (6,850.34) 7 ,498.37 (30.49) 2,696.11 3 3,396.03
lease liabilities
Proceeds/repayments of
borrowings (including
Borrowings 3 ,849.15 (261.32) - - 3 .73 3 ,591.56
short term except Bank
Overdraft)
For the year ended March 31, 2024
Repayment of principal
Lease liabilities and interest portion of 3 3,976.22 (5,536.33) 3 ,817.71 14.23 (2,189.45) 3 0,082.38
lease liabilities
Proceeds/repayments of
borrowings (including
Borrowings 4 ,195.34 (364.50) - - 1 8.31 3 ,849.15
short term except Bank
Overdraft)
For the year ended March 31, 2023
Repayment of principal
Lease liabilities and interest portion of 2 2,193.16 (3,876.38) 15,644.04 15.40 - 3 3,976.22
lease liabilities
Proceeds/repayments of
borrowings (including
Borrowings 1 ,930.64 2 ,306.94 - - (42.24) 4 ,195.34
short term except Bank
Overdraft)
37 Capital management
The purpose of the Group’s capital management is to maintain an optimal capital structure to reduce the Cost of capital.
Managementmonitorscapitalonthebasisofthecarryingamountofequityandnetdebt(adjustedforcashandcashequivalents)aspresentedonthefaceofRestated
Consolidated Statement of Assets and Liabilities.
TheGroupmanagesitscapitalstructureandmakesadjustmentstoitinthelightofchangesineconomicconditionsandtheriskcharacteristicsoftheunderlyingassets.In
order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders or issue new shares.
As at March 31, As at March 31, As at March
Particulars
2025 2024 31, 2023
Borrowings 3 ,977.70 4,273.50 5 ,153.89
Less: Cash and cash equivalents (496.71) ( 387.60) (1,182.43)
Less: Bank deposits including accrued interest (387.75) ( 487.53) (1,230.99)
Less: Investment in mutual funds (93.23) ( 112.78) -
Less: Security deposits (refer note 10.1 and 10.3) ( 7.50) (15.00) -
Net Debt (A) 2,992.51 3,270.59 2,740.47
Total equity 1,078.81 500.07 3 14.66
Capital and net debt (B) 4,071.32 3,770.66 3,055.13
Gearing ratio (A/B) 73.50% 86.74% 89.70%
Notes:
37.1. Net debt does not include lease liabilities.
390Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
(All amounts are in millions of Indian Rupees, unless stated otherwise)
Notes forming part of the Restated Consolidated Financial Information
38 TheBoardofDirectorsoftheParentCompanyhavenotdeclaredanydividendandaccordinglynoapportionmenthasbeenmadewithrespecttodividendforcumulativeconvertiblepreferencesharesamountingtoRs.
77.16 million till the period ended August 13, 2024 (March 31, 2024 - Rs. 50.94 million, March 31, 2023 - Rs. 25.44 million).
Pursuantto"WaivercumAmendmentAgreement"betweentheParentCompanyandSpaceSolutionsIndiaPteLtd(formerlyknownasLisbrinePTE.LTD.)(SSIPL)datedAugust13,2024,theCCPSholderwaivedoffits
rights to receive cumulative fixed preferential dividend in respect of the convertible preference share held by the Investor.
During the year ended March 31 2025, the Parent Company has converted 19,610,398 CCPS of face value of Rs. 10 each held by Space Solutions India Pte. Limited into 19,610,398 equity shares of face value of Rs. 10
each as per the terms and conditions stated in articles of association and the Shareholder's agreement.
39 Assets and Liabilities held for sale
AssetsheldforsaleasofMarch31,2023relatestoleaseholdimprovementsandotherproperty,plantandequipments.ThedisposalsdonotmeetthecriterionofdiscontinuedoperationsasperIndAS105.Assets
held for sale are measured at the lower of their carrying amount and fair value less cost of disposal. The fair value is based on level 3 inputs.
As at March 31, 2023
Particulars
Carrying value Fair value
Assets of disposal group classified as held for sale
Property Plant and Equipent:
- Leasehold improvement 2 .36 2.36
- Electrical Installations/Equipments 1 .34 1.34
- Plant and equipment 0 .67 0.67
- Furniture and fixtures 6 .46 6.46
- Computers and data processing units 0 .83 0.83
- Office equipment 0 .01 0.01
11.67 11.67
40 TheGroupdidnotgrantanyloanoradvanceinthenatureofloanstoanyofitspromoters,directors,KMPsorotherrelatedparties,asdefinedundertheCompaniesAct,2013,inthecurrentperiodandintheprevious
years.
41 Relationship with struck off companies
Nature of Relationship with Balance outstanding as on Balance outstanding Balance outstanding
Name of struck off Company
transactions struck off Company March 31, 2025 as on March 31, 2024 as on March 31, 2023
Estivus Overseas Management Private Limited Trade receivables Customer 0.04 0.04 0.04
Invanto India Private Limited Trade receivables Customer - 0.03 0.03
Advances to
Chinni Beverages Private Limited Vendor 0.13 0.15 0.03
Suppliers
Advances to
Aazain Infotech Private Limited Vendor 0.04 0.04 0.02
Suppliers
Spcs Technologies India Private Limited Capital advances Vendor 0.24 0.24 0.22
42 Share based payments
Employee share option plan
The Parent Company granted employee stock options to certain eligible employees under ESOP scheme named Smartworks Coworking Spaces Limited Employee Share Option Plan 2022 and as ammended thereafter.
TheESOPplanwasdulyapprovedbytheboardofdirectorsattheirmeetingheldonJuly31,2024andtheshareholdersoftheParentCompanybywayofresolutionpassedattheirAnnualGeneralMeetingheldon
August3,2024forgrantingofaggregate317,500shares.Theseoptionswouldvestgenerallyover2yearsfromthedateofgrantaspertheletterofgrantexecutedbetweentheParentCompanyanditsemployees.
TheVestedoptionswillbeexercisedbytheemployeeover2yearsfromthevestingdatewhichwillbesettledinequitysharesoftheCompany.IndeterminingwhichEmployeesmaybegrantedOptionsandfor
determiningthequantumofOptionstobegranted,theCommittee/BoardwilltakeintoaccountwhetherOptionswillprovideadditionalincentivetoEmployees,whethersuchOptionswillpromotethesuccessofthe
relevant Group Company's business, the potential for future contribution to the relevant Group Company, integrity, number of employment years and any other factor(s) as deemed appropriate by the
Committee/Board.
The following table summarises the movement in stock option granted and weighted average exercise price during the year :
Particulars For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Outstanding at the beginning of the year - - -
Granted during the year 3 ,17,500 - -
Exercised during the year - - -
Forfeited, exercised and surrendered during the year 1 6,000 - -
Outstanding at the end of the year 3 ,01,500 - -
Exercisable at the end of the year - - -
ThefairvalueofEmployeeStockOptionsasonthedateofgrantwasdeterminedusingtheBlackScholesformula.Theinputsusedinthemeasurementofthefairvaluesatthegrantdateoftheequitysettledshare
based payment plan is as follows :
Particulars Employee stock options plan
Expected volatility (%) 42.39% - 42.70%
Dividend yield (%) -
Expected Life (in years) 3 - 3.5 years
Risk free interest rate (%) 6.73% - 6.74%
Grant Date 01-Aug-24
Weighted average fair value (Rs.) 2 60.91
Exercise Price (Rs.) 1 0.00
Expectedtermhasbeencomputedasthevestingtermplusthemidpointoftheremainingcontractualtermfromthedateofvesting.Theexpectedvolatilityreflectstheassumptionthatthehistoricalvolatilityovera
period similar to the life of options is indicative of future trends, which may also not necessarily the actual outcome. The weighted average remaining contractual life of the option as on March 31,2025 is 2.59 years.
Expenses arising from share based payment
Particulars For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Employee stock option scheme 39.32 - -
43 Audit Trail
MCAvideitsnotificationnumberG.S.R.206(E)datedMarch24,2021(amendedfromtimetotime)inreferencetotheprovisotoRule3(1)oftheCompanies(Accounts)AmendmentRules,2021,introducedthe
requirement w.e.f. April 01, 2023, to only use such accounting software which has a feature of recording audit trail of each and every transaction.
TheGrouphasassessedITapplicationsincludingsupportingapplicationsconsideringtheguidanceprovidedin“Implementationguideonreportingonaudittrailunderrule11(g)oftheCompanies(AuditandAuditors)
Rules,2014(Revised2024edition)”issuedbytheInstituteofCharteredAccountsofIndiainFebruary2024,andidentifiedapplicationsthatarerelevantformaintainingbooksofaccounts.Duringtheyearended
March31,2025,theParentCompanyhasmigratedtonewaccountingsoftwarefromApril01,2024.TheManagementofParentCompanyhadimplementedaudittrailfeatureoveraccountingsoftwareandone
supportingsoftwarefromDecember26,2024andDecember10,2024,respectively.Further,therespectivemanagementofthesubsidiaries,incorporatedinIndia,hasusedaccountingsoftwarewhichhasafeatureof
audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the accounting software.
During such year/period, as applicable, audit trail feature operated effectively and there were no instances of audit trail feature being tampered with.
Furthermore, audit trail has been preserved by the Group as per the statutory requirements for record retention.
391Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
(All amounts are in million of Indian Rupees, unless stated otherwise)
Notes forming part of the Restated Consolidated Financial Information
44. Ratios
Ratio Numerator Denominator March 31, 2025 March 31, 2024 March 31, 2023
Current ratio
Current assets Current liabilities 0.21 0.28 0.46
(no. of times)
% change from previous year -25.07% -39.13%
Reason for variance more than 25%:
For the year ended March 31, 2025, Decrease on account of increase in current lease liabilities
For the year ended March 31, 2024, decrease on account of reduction in working capital
Non-current borrowings
Debt-equity ratio
(+) current borrowings Equity 2.90 6.87 8.84
(no. of times)*
(-) cash and bank balances
% change from previous year -57.78% -22.29%
Reason for variance more than 25%:
For the year ended March 31, 2025, decrease on account of increase in equity due to fresh issue of shares
Profit before depreciation,
Interest expenses (+) principal
Debt service coverage ratio amortisation, finance
repayments of long-term debt (+) 0.77 0.69 0.63
(no. of times) costs,exceptional items, non-cash
payment of lease liabilities
items and tax
% change from previous year 12.49% 8.80%
Reason for variance more than 25%:
Not applicable
Return on equity ratio - (no.
Restated Loss for the year Average equity (0.80) (1.23) (1.39)
of times)
% change from previous year 34.93% 11.51%
Reason for variance more than 25%:
For the year ended March 31, 2025, increase on account of increase in equity due to fresh issue of shares.
Trade receivables turnover
Revenue from operations Average trade receivables 69.36 73.17 59.44
ratio - (no. of times)
% change from previous year -5.21% 23.10%
Reason for variance more than 25%:
Not applicable
Trade payable turnover ratio Purchases of services and other
Average trade payables 3.79 3.08 3.57
- (no. of times) expenses
% change from previous year 22.90% -13.50%
Reason for variance more than 25%:
Not applicable
Net capital turnover ratio - Average working capital (i.e.
Revenue from operations (1.66) (1.87) (2.02)
(no. of times) current assets- current liabilities)
% change from previous year 11.00% 7.43%
Reason for variance more than 25%:
Not applicable
Net profit ratio (%) Restated Loss for the year Revenue from operations -4.60% -4.81% -14.20%
% change from previous year 4.34% 66.16%
Reason for variance more than 25%:
For the year ended March 31, 2024 improved due to lower business losses
Return on capital employed
Adjusted EBIT Average capital employed** 65.51% 76.00% 37.00%
(%)
% change from previous year -13.80% 105.41%
Reason for variance more than 25%:
For the year ended March 31, 2024 increase on account of increase in EBIT led by lower business losses
Income generated from Time weighted average investments
Return on investment (%) 5.98% 7.81% NA
investments at FVTPL at FVTPL
% change from previous year -23.44% NA
Reason for variance more than 25%:
Not applicable
* excluding lease liabilities
** Average capital employed = average of (equity + net debt - current investments)
392Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
(All amounts are in million of Indian Rupees, unless stated otherwise)
Notes forming part of the Restated Consolidated Financial Information
45 Investments in subsidiaries
The summarised financial information of subsidiaries (including acquisition date fair valuation and adjustments thereto, and accounting policies alignment) having material non controlling interest is as follows:
Parent share in each subsidiaries
Name of the entity Country of Principal activity As at March 31, As at March As at March
incorportaion 2025 31, 2024 31, 2023
Smartworks Tech Solutions Private Limited (refer note 45.1) India Software development 100% 100% 100%
Smartworks Office Services Private Limited India Facility management services 100% 100% 100%
Smartworks Stellar Services Private Limited India Co-working space provider 100% 100% 100%
Smartworks Space Pte. Ltd. Singapore Co-working space provider 100% Refer note 45.2 NA
Notes :
45.1 Formerly known as Smartworks Coliving Private Limited
45.2 TheParentCompanyhasincorporatedanewsubsidiaryinSingapore,i.e.SmartworksSpacePte.Ltd.(SSPL),onMarch15,2024.SSPLdidnothaveanypaid-upcapitalasatMarch31,2024.OnMay24,2024,
SSPL has allotted 3 million shares (face value: SGD 1) for consideration of SGD 3 million to the Company. SSPL has not entered into any financial transaction during the year ended March 31, 2024.
46 Additional information as required under Schedule III to the Act
Table 1 - Details pertaining to share in net assets, profit or loss and total comprehensive income
March 31, 2025
Name of the entity / Principal activities as sh oa fr 2% Me 0h a 2oo r 5clf d hi n 3g 1, oP
f
r o ii nn p c cc e o oi r up rao pa ntf i ol to r rp n y al a t/ ic
o
e
n
conAtN o sse t
o
a %t
l
ilA
d
a aos s ts fls eie ae dt bts s i l ( im' tN ii en sA u ' As) m, t i o o.e t ua. n, l
t
conA ssS
o
h % la idr ae o
t
fi en (
d
'Ppr &o Lf 'i )t o Ar mlo oss
unt co
nAc sso
o
m % lidp aS or teh f eha d(er 'e Tn Csin i Iv ' )t e o Ait n ma cl oo um ne
t
N A P&L TCI
Parent
Co-working space provider
SmartworksCoworkingSpacesLimited(Formerlyknownas 100% India 105.08% 1 ,133.57 97.72% ( 617.37) 98.26% ( 617.51)
Smartworks Coworking Spaces Private Limited)
Subsidiaries
Software development
Smartworks Tech Solutions Private Limited 100% India (5.19%) (55.98) 3.08% (19.46) 3.13% ( 19.67)
(refer note 46.1)
Facility management services
Smartworks Office Services Private Limited 100% India (0.04%) (0.47) 0.04% (0.28) 0.04% (0.28)
Co-working space provider
Smartworks Stellar Services Private Limited 100% India (0.51%) (5.48) 0.14% (0.88) 0.14% (0.88)
Co-working space provider
Smartworks Space Pte. Ltd 100% Singapore 18.42% 1 98.73 (1.24%) 7 .81 -1.83% 11.49
Consolidation adjustments (17.76%) (191.56) 0.26% (1.61) 0.26% (1.61)
Total 100.00% 1 ,078.81 100.00% (631.79) 100.00% ( 628.46)
March 31, 2024
Name of the entity / Principal activities as sh oa fr 2% Me 0h a 2oo r 4clf d hi n 3g 1, oP
f
r o ii nn p c cc e o oi r up rao pa ntf i ol to r rp n y al a t/ ic
o
e
n
conAtN o sse t
o
a %t
l
ilA
d
a aos s ts fls eie ae dt bts s i l ( im' tN ii en sA u ' As) m, t i o o.e t ua. n, l
t
conA ssS
o
h % la idr ae o
t
fi en (
d
'Ppr &o Lf 'i )t o Ar mlo oss
unt co
nAc sso
o
m % lidp aS or teh f eha d(er 'e Tn Csin i Iv ' )t e o Ait n ma cl oo um ne
t
N A P&L TCI
Parent
Co-working space provider
SmartworksCoworkingSpacesLimited(Formerlyknownas 100% India 108.76% 5 43.88 94.13% (470.24) 94.08% (468.85)
Smartworks Coworking Spaces Private Limited)
Subsidiaries
Software development
Smartworks Tech Solutions Private Limited 100% India (7.26%) (36.30) 5.32% ( 26.58) 5.36% (26.73)
(refer note 46.1)
Facility management services
Smartworks Office Services Private Limited 100% India (0.04%) (0.19) 0.02% (0.10) 0.02% (0.10)
Co-working space provider
Smartworks Stellar Services Private Limited 100% India (0.92%) (4.60) 0.11% (0.53) 0.11% (0.53)
Consolidation adjustments (0.54%) (2.72) 0.42% (2.12) 0.43% (2.12)
Total 100.00% 5 00.07 100.00% ( 499.57) 100% (498.33)
March 31, 2023
Name of the entity / Principal activities as sh oa fr 2% Me 0h a 2oo r 3clf d hi n 3g 1, oP f r o ii nn p c cc e o oi r up rao pa ntf i ol to r rp n y al a t/ ic o e n conAtN o sse Nt o a %t l il AA d a aos s ts fls eie ae dt bts s i l ( im' tN ii en sA u ' As) m, t i o o.e t ua. n, l t conA ssS Po h % &la id Lr ae o t fi en ( d 'Ppr &o Lf 'i )t o Ar mlo oss unt co nAc sso To m % l Cid Ip aS or teh f eha d(er 'e Tn Csin i Iv ' )t e o Ait n ma cl oo um ne t
Parent
Co-working space provider
SmartworksCoworkingSpacesLimited(Formerlyknownas 100% India 104.55% 3 28.99 98.76% (997.88) 98.75% (997.61)
Smartworks Coworking Spaces Private Limited)
Subsidiaries
Software development
Smartworks Tech Solutions Private Limited 100% India (3.04%) (9.57) 0.77% (7.77) 0.79% (8.01)
(refer note 46.1)
Facility management services
Smartworks Office Services Private Limited 100% India (0.03%) (0.08) 0.01% (0.09) 0.01% (0.09)
Co-working space provider
Smartworks Stellar Services Private Limited 100% India (1.29%) (4.07) 0.41% (4.17) 0.41% (4.17)
Consolidation adjustments (0.19%) (0.61) 0.05% (0.55) 0.03% (0.32)
Total 100.00% 3 14.66 100.00% ( 1,010.46) 100% (1,010.20)
393Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
(All amounts are in million of Indian Rupees, unless stated otherwise)
Notes forming part of the Restated Consolidated Financial Information
Table 2 - Details pertaining to share in OCI
March 31, 2025 March 31, 2024 March 31, 2023
Name of the entity / Principal activities % 2 2a 0 0so 2 2 f o 3 5 4s f 1, h aM ,Ma n 2ar a dre 0r ch 2c Mh ho 3a l 3 rd 3 c1i 1n h, , g P inor /i f cn c oo oc rp ui pp e n oa r t rl a r ayp t ti l o ioa on fc n e Ac so %mp ore f h OS e Ch n Ia sr ie v ei n i n Ao c mt oh m oe ur e n ( t'OCI') c Ao sm %pr e oh fS e Oh na Csr Iie v ei n in o ct oh me Ar e m ( o' uO nC tI') c Ao sm %pr e oh fS e Oh n Ca sr Iie v ei n in o ct o Ah me mr e o u(' nO tCI')
Parent
Co-working space provider
Smartworks Coworking Spaces Limited 100% India -4.16% (0.14) 112.10% 1.39 100.00% 0.26
Subsidiaries
Software development
Smartworks Tech Solutions Private Limited (refer note 100% India -6.30% (0.21) (12.10%) (0.15) (90.76%) (0.24)
Facility management services
Smartworks Office Services Private Limited 100% India - - - - - -
Co-working space provider
Smartworks Stellar Services Private Limited 100% India - - - - - -
Co-working space provider
Smartworks Space Pte. Ltd 100% Singapore 110.46% 3.68 - - - -
Consolidation adjustments - - - 90.76% 0.24
Total 100.00% 3 .33 100.00% 1.24 100.00% 0.26
Salient features of the financial statement of subsidiaries for the year ended and as at March 31, 2025, pursuant to Section 129 (3) of the Companies Act 2013
Particulars SS pm aca er t Pw teo r Lk ts d . S Pm ria vr at tw e o Lr imks 4i 6tT e .e 1dc ) (h r eS fo el ru t ni oo tn es Smartw Pro ir vk as t eO Lff imice it eS dervices Smartw Po rir vk as t eS t Le il mla ir t eS dervices
Date on which subsidiary was incorporated March 15, 2024 March 11, 2019 February 26, 2019 April 28, 2022
Country of registration Singapore India India India
Reporting currency SGD INR INR INR
Reporting period Apr'24 to Mar'25 Apr'24 to Mar'25 Apr'24 to Mar'25 Apr'24 to Mar'25
Financial year ended Mar 31, 2025 Mar 31, 2025 Mar 31, 2025 Mar 31, 2025
Share Capital 187.24 0.10 0.10 0.10
Reserves 11.49 (56.08) (0.57) (5.58)
Total Assets 446.44 206.97 0.32 1.20
Total Liabilities 247.70 262.94 0.79 6.68
Turnover 296.03 57.12 - -
Restated loss before tax 8.76 (25.05) (0.28) (0.88)
Tax expenses/(credit) 0.95 (5.59) - -
Restated loss after tax 7.81 (19.46) (0.28) (0.88)
% of shareholding 100.00% 100.00% 100.00% 100.00%
Notes :
46.1 Formerly known as Smartworks Coliving Private Limited
47 OnMarch27,2024,SmartworksSpacePte.Ltd.enteredintoanagreementwithKeppelRealEstateServicesPTE.LTD.(‘KRESPL’)toacquireproperty,plantandequipmentandcontractswithcustomers/vendor
inrespectoftwoco-workingcenterslocatedinSingaporeforconsiderationofUSD2.085million(Rs.174.61million).Further,theCompanyhasreceivednetsecuritydepositamountingRs.20.31millionfrom
KRESPL,withrespecttodepositsreceivedfromexistingcustomersandpaidtolandlordsbyKRESPL.ThistransactionhasbeencompletedasonMay28,2024asperclosingconditionmentionedinagreement.
Consideringnobusinessprocess(otherthanancillaryprocess)hasbeenacquiredunderthisarrangement,thisacquisitionhasbeenaccountedasassetpurchaseasperIndAS103. Belowarethedetailsofasset
acquired:
Particulars Rs. In million
Fair Value of Assets
Property, Plant and Equipments 174.61
Security deposit paid to landlords 32.03
Fair Value of Assets (A) 206.64
Security deposit received from customers 52.34
Fair Value of Liabilities (B) 52.34
Net Assets acquired (A-B) 154.30
Consideration paid for acquisition of assets 174.61
Net receipt on account of security deposits (20.31)
Total consideration 154.30
48 Infinancialyear2021,certainanonymousmails/letterswerereceivedbyGroup’svariousstakeholders,whereinoneoftheshareholdersoftheParentCompanyappointedindependentadvocates(“Independent
Advocates”)forconductingfinancial/legalduediligenceofsuchanonymousallegationmails/letters.BasedontheduediligenceperformedbyIndependentAdvocatesandafterconsideringtherelevantunderlying
evidence, it was concluded that all such allegations appear to be baseless and devoid of any substance other than one matter which is sub-judice.
Further,theGroupnotedthatcertainanonymousandfrivolousallegationmails/letters(“communications”)havebeenreceivedbytheGroupincludingthroughSEBIandmerchantbankers,tillthedateofsigning
ofauditedConsolidatedFinancialStatementsasatandfortheyearendedMarch31,2025,havingunsubstantiatedallegations,interalia,ofirregularitiesinoperationoftheGroup,illegal/unexplainedsourceof
funds,non-paymentofborrowingsandinvolvementinabetmenttosuicidebycertainofitspromoters,lackofinternalfinancialcontrols,discrepancies/illegalactivitiesoftheGroup,hidingoffinancialand
operational liabilities of the Group, ongoing investigations by various regulatory authorities against the Group, certain of its promoters and certain companies in the Group.
TheBoardofDirectorsoftheParentCompanyhaveconsideredandanalysedthecommunicationsandconcludedthatsuchallegationsarebaselessandfrivolousandthereisnoimpactontheoperationsand
Restated Consolidated Financial Information of the Group.
49 Other statutory information
(i) The Group do not have any Benami property, where any proceeding has been initiated or pending against the Group for holding any Benami property.
(ii) The Group have not traded or invested in Crypto currency or Virtual Currency during the year.
(iii) 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.
(iv) 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.
(v)TheGrouphasnotenteredintoanysuchtransactionwhichisnotrecordedinthebooksofaccountsthathasbeensurrenderedordisclosedasincomeduringtheyearinthetaxassessmentsundertheIncome
Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).
(vi) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Group.
(vii)The Group did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
For and on behalf of the Board of Directors of
Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
Neetish Sarda Harsh Binani
Managing Director Wholetime Director
DIN: 07262894 DIN: 07717396
Place: Gurugram Place: Gurugram
Date: June 18, 2025 Date: June 18, 2025
Sahil Jain Punam Dargar
Chief Financial Officer Company Secretary (M. No.- A56987)
Place: Gurugram Place: Kolkata
Date: June 18, 2025 Date: June 18, 2025
394OTHER FINANCIAL INFORMATION
Accounting Ratios
The accounting ratios derived from the Restated Consolidated Financial Information required to be disclosed
under the SEBI ICDR Regulations and other non-GAAP measures are set forth below:
As at and for the As at and for the As at and for the
Particulars year ended year ended year ended
March 31, 2025 March 31, 2024 March 31, 2023
Basic earnings per Equity Share (restated loss per share - (6.18) (5.18) (10.57)
basic) of face value of ₹ 10 each (in ₹ )(1)
Diluted earnings per Equity Share (restated loss per share (6.18) (5.18) (10.57)
- diluted) of face value of ₹ 10 each (in ₹ )(2)
Return on Net Worth (%)(3) (58.76) (99.90) (321.13)
Net Asset Value per Equity Share of face value of ₹ 10 10.55 5.19 3.29
each (in ₹ )(4)
EBITDA (in ₹ million)(5) 8,572.64 6,596.70 4,239.98
EBITDA Margin (%)(6) 62.39 63.47 59.60
Notes:
The above ratios are calculated 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. This includes the Equity Shares
allotted pursuant to conversion of 19,610,398 CCPS on December 31, 2024. The cumulative convertible preference shares classified as
equity instruments are included as a part of Basic and Diluted EPS computation as these can be converted to equity shares at any point
of time.
2. In accordance with IND AS 33, diluted 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 as adjusted for the effects of all
dilutive potential Equity Shares during the year. The cumulative convertible preference shares classified as equity instruments are included
as a part of Basic and Diluted EPS computation as these can be converted to equity shares at any point of time.
3. Calculated as restated loss for the year divided by net worth.
4. Net asset value per equity share means Total Equity divided by weighted average number of equity shares (including Cumulative
Convertible Preference Shares classified as equity instruments) outstanding during the year.
5. Earnings before Interest, Tax, Depreciation & Amortisation (EBITDA) is calculated as restated profit / (loss) before tax plus finance costs,
depreciation & amortisation expenses less other income.
6. EBITDA Margin is calculated as EBITDA divided by revenue from operations.
Other Financial Information
The audited standalone financial statements of our Company as at and for Fiscals 2025, 2024 and 2023 together
with all the annexures, schedules and notes thereto and the special purpose audited standalone financial statements
of our Material Subsidiary for Fiscal 2025 together with all the annexures, schedules and notes thereto (for the
periods of existence of the parent-subsidiary relationship) (“Audited Financial Statements”) are available on
our website at https://smartworksoffice.com/investors/.
Our Company has provided a link to this website solely to comply with the requirements specified in the SEBI
ICDR Regulations. The Audited Financial Statements and the reports thereon do not constitute (i) a part of the
Red Herring Prospectus; or (ii) this Prospectus, a statement in lieu of this Prospectus, an offering circular, an
offering memorandum, an advertisement, an offer or a solicitation of any offer or an offer document to purchase
or sell any securities under the Companies Act, the SEBI ICDR Regulations, or any other applicable law in India
or elsewhere. The Audited Financial Statements and reports thereon should not be considered as part of
information that any investor should consider subscribing for or purchase any securities of our Company or any
entity in which our Shareholders have significant influence and should not be relied upon or used as a basis for
any investment decision. None of our Company or any entity in which our Shareholders have significant influence
or any of its advisors, nor Book Running Lead Managers or the Selling Shareholders, nor any of their respective
employees, directors, affiliates, agents, or representatives accept any liability whatsoever for any loss, direct or
indirect, arising from any information presented or contained in the Audited Financial Statements, or the opinions
expressed therein.
395Reconciliation of the Non-GAAP Measures
Reconciliation of Total Asset to Net Asset Value per Equity Share
(₹ in million, except share data)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Total assets (I) 46,508.54 41,470.84 44,735.03
Total liabilities (II)(1) 45,429.73 40,970.77 44,420.37
Net assets (III) = (I-II) 1,078.81 500.07 314.66
Weighted average number of equity shares outstanding during the 102.22 96.36 95.58
year (IV)
Net Asset Value per Equity Share (in ₹ ) (III / IV) 10.55 5.19 3.29
(1) Total Liabilities includes total non-current liabilities and total current liabilities.
Reconciliation of Restated Loss before taxes to EBITDA and Adjusted EBITDA:
Adjusted EBITDA
(in ₹ million, unless otherwise stated)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Restated loss before tax(I) (794.59) (676.22) (1,362.26)
Add: Depreciation and amortisation expenses (II) 6,359.98 4,727.20 3,562.46
Add: Finance costs (III) 3,363.38 3,283.18 2,366.56
Less: Other Income (IV) 356.13 737.46 326.78
EBITDA(V)(I+II+III-IV) 8,572.64 6,596.70 4,239.98
Adjustment on account of :
Less: Total cash outflow for lease payment(VI) 6,850.34 5,536.33 3,876.38
Adjusted EBITDA(VII)(V-VI) 1,722.30 1,060.37 363.60
Reconciliation of Total Equity to Capital Employed:
(in ₹ million, unless otherwise stated)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Total Equity (I) 1,078.81 500.07 314.66
Total Borrowings (II) 3,977.70 4,273.50 5,153.89
Cash and cash equivalents (III) 496.71 387.60 1,182.43
Other bank balances (IV) 192.59 136.16 840.99
Bank deposit with more than 12 months maturity (V) 55.00 136.69 235.21
Interest accrued on bank deposits (VI) 35.75 37.19 40.99
Bank deposits with remaining maturity of less than 12 months (VII) 104.41 177.49 113.80
Security deposit (cash collateral) (VIII) 7.50 15.00 -
Investments in mutual funds (IX) 93.23 112.78 -
Capital Employed (IX) (I+II-III-IV-V-VI -VII-VIII-IX) 4,071.32 3,770.66 3,055.13
Computation of Return on Capital Employed (RoCE) basis adjusted EBITDA:
(in ₹ million, unless otherwise stated)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Adjusted EBITDA (I) 1,722.30 1,060.37 363.60
Capital Employed (II) 4,071.32 3,770.66 3,055.13
ROCE (III) (I / II) 42.30% 28.12% 11.90%
Reconciliation of Total Borrowing to Net Debt:
(in ₹ million, unless otherwise stated)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Non-current borrowings (I) 2,160.26 2,397.48 2,998.29
Current borrowings (II) 1,817.44 1,876.02 2,155.60
Total borrowings (III) (I+II) 3,977.70 4,273.50 5,153.89
396Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Cash and cash equivalents (IV) 496.71 387.60 1,182.43
Other bank balances (V) 192.59 136.16 840.99
Bank deposit with more than 12 months maturity (VI) 55.00 136.69 235.21
Bank deposit with remaining maturity of less than 12 months (VII) 104.41 177.49 113.80
Interest accrued on bank deposits (VIII) 35.75 37.19 40.99
Security deposit (cash collateral) (IX) 7.50 15.00 -
Investments in mutual funds (X) 93.23 112.78 -
Net Debt (X) (III-IV-V-VI-VII-VIII-IX-X) 2,992.51 3,270.59 2,740.47
Reconciliation of Cash and Cash Equivalents to Total Cash and Cash Equivalents and Bank (including
Fixed Deposits, Cash Collateral and Investments in Mutual Funds):
(in ₹ million, unless otherwise stated)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Cash and cash equivalents (I) 496.71 387.60 1,182.43
Other bank balances (II) 192.59 136.16 840.99
Bank deposit with more than 12 months maturity (III) 55.00 136.69 235.21
Bank deposits with remaining maturity of less than 12 months (IV) 104.41 177.49 113.80
Interest accrued on bank deposits (V) 35.75 37.19 40.99
Security deposit (cash collateral) (VI) 7.50 15.00 -
Investments in mutual funds (VII) 93.23 112.78 -
Total Cash and bank (including bank deposits, security deposit 985.19 1,002.91 2,413.42
(cash collateral) and investments in mutual funds) (VI)
(I+II+III+IV+V+VI+VII)
Reconciliation of Net worth
(in ₹ million, unless otherwise stated)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Equity share capital (I) 1,031.90 790.13 776.91
Securities premium (II) 3,991.74 2,867.50 2,209.18
Instruments classified as equity (III) - 196.00 183.80
Money received against share warrants (IV) - 2.13 2.13
Share application money pending allotment (V) - 0* -
Share based payment reserve (VI) 39.32 - -
Retained earnings (VII) (3,987.83) (3,355.69) (2,857.36)
Net Worth (I+II+III+IV+V+VI+VII) 1,075.13 500.07 314.66
* Amount less than ₹ 5,000 are appearing as ‘0’.
Reconciliation of Revenue from Lease Rental to Rental Revenue
(in ₹ million, unless otherwise stated)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue from Lease Rental (I) 12,892.73 9,970.62 6,874.59
Less: Revenue Equalisation Reserve (RER) (II) 71.08 100.36 228.77
Rental Revenue (I-II) 12,821.65 9,870.26 6,645.82
397RELATED 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, of our Company, for the Fiscals ended
March 31, 2025, March 31, 2024 and March 31, 2023, and as reported in the Restated Consolidated Financial
Information, see “Restated Consolidated Financial Information – Note 35 - Related Party Transactions and
Balances” on page 384.
398CAPITALISATION STATEMENT
The following table sets forth our Company’s capitalisation as at March 31, 2025, on the basis of amounts derived
from our Restated Consolidated Financial Information, and as adjusted for the Offer. This table should be read in
conjunction with the sections titled “Risk Factors”, “Financial Information”, and “Management’s Discussion and
Analysis of Financial Position and Results of Operations” on pages 39, 338 and 400 respectively.
(in ₹ million, except ratios)
Pre-Offer as at March 31, Adjusted for the proposed
Particulars
2025 Offer**
Borrowings
Non-Current borrowings* (I) 2,160.26 2,160.26
Current borrowings* (II) 1,817.44 1,817.44
Total borrowings (III = I + II) = (A) 3,977.70 3,977.70
Equity
Equity share capital* (IV) 1,031.90 1,141.33
Other Equity* (V) 46.91 4,387.48
Total equity (VI = IV + V) = B 1,078.81 5,528.81
Capitalisation (A) + (B) 5,056.51 9,506.51
Non-current borrowings / Total equity (I/VI) (no. of 0.39
2.00
times)
Total borrowings / Total equity (III/VI) (no. of times) 3.69 0.72
*These terms shall carry the meaning as per Schedule III of the Companies Act, 2013, as amended from time to time.
**The figures for the financial statement line items under the “Adjusted for the Proposed Offer” column are without consideration of any
transactions or movements in such line items subsequent to March 31, 2025 except for the Equity Shares issued by the Company after
March 31, 2025 and for the effect of Equity Shares to be issued through the Fresh Issue.
399MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION 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
the Fiscals 2023, 2024 and 2025, including the related annexures.
Unless otherwise indicated or context otherwise requires, the financial information the Fiscals 2023, 2024 and
2025 is derived from the Restated Consolidated Financial Information, included in this Prospectus. For further
information, see “Restated Consolidated Financial Information” and “Summary Financial Information” on
pages 338 and 113. 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 “Flexible
Workspaces Segment in India” dated June 20, 2025 prepared by CBRE South Asia Private Limited (“CBRE
Report”). We commissioned and paid for the CBRE Report pursuant to the engagement letter dated May 15, 2024
executed with CBRE, for the purposes of confirming our understanding of the industry specifically for the purpose
of the Offer. CBRE is an independent agency and is not a related party of our Company, its Subsidiaries,
Directors, Promoters, Key Managerial Personnel, Senior Management or the Book Running Lead Managers. A
copy of the CBRE Report is available on the website of our Company at https://smartworksoffice.com/investors.
For further details, see “Definitions and Abbreviations – Business related terms” on page 16 for definitions of
certain terms used in the CBRE Report and certain industry-related terms contained in this section.
We have included certain non-GAAP financial measures and other performance indicators relating to our
financial performance and business in this 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 – 57. We have presented certain supplemental information of our performance and liquidity which is not
prepared under or required under Ind AS” on page 103.
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 23 and 39, respectively.
OVERVIEW
We are an office experience and managed Campus platform. As of March 31, 2024, we were the largest managed
campus operator, amongst the benchmarked operators in terms of total stock, with a lease signed portfolio of 8.0
million square feet. (Source: CBRE Report). We have leased, and we manage a total SBA of 8.99 million square
feet as of March 31, 2025. We strive to make Enterprises and their employees in India more productive at work
by providing value-centric pricing and superior office experience vis-à-vis traditional workspaces, with access to
enhanced services and amenities. Landlords, especially passive and non-institutional, benefit from the
transformation of their bare shell properties into ‘Smartworks’ branded, fully serviced managed Campuses.
We focus on mid-to-large Enterprises and have built a growing Client base, which includes Indian corporates,
MNCs operating in India and startups. We equip our Campuses with modern and aesthetically pleasing designs
using our extensive design library, integrated proprietary technology solutions and amenities such as cafeterias,
sport zones, Smart Convenience Stores, gymnasiums, crèches and medical centres. Some of these amenities take
care of the daily needs of the employees of our Clients, and some are aspirational in nature, leading to collaborative
workspace and team building. These aspects are likely to enhance well-being, fostering a vibrant and engaging
work atmosphere.
400Our scale
Our managed Campus platform consists of a total SBA of 8.99 million square feet across 50 Centres in 15 cities
such as Bengaluru (Karnataka), Pune (Maharashtra), Hyderabad (Telangana), Gurugram (Haryana), Mumbai
(Maharashtra), Noida (Uttar Pradesh) and Chennai (Tamil Nadu), with 203,118 Capacity Seats, as of March 31,
2025, break-up of which is provided in the table below:
As on March 31, 2025 As on June 30, 2025
SBA (in Number SBA (in
Particulars Capacity Number Capacity
million of million
Seats of Centres Seats
square feet) Centres square feet)
Operational Centres^ 8.09 46 183,613 8.31 48* 190,421
Fit-outs Centres 0.72 3 15,494 0.70 2 15,042
Centre(s) yet to be handed 0.18 1 4,011 1.07 4# 26,085
over(1)
Total 8.99 50 203,118 10.08 54 231,548
(1) Refers to Centres which are yet to be handed over to us by the respective Landlords as on March 31, 2025 and as on June 30, 2025,
respectively, which are presently not operational. The Capacity Seats of such Centres may undergo change when the Centres becomes
Operational on account of actual designs and interiors of the Centre.
*Includes (i) an Operational Centre as on June 30, 2025, which was a Fit-Outs Centre as of March 31, 2025, and (ii) a new Operational
Centre in respect of which the lease became effective post March 31, 2025.
^ Includes SBA of 0.06 million square feet in two centres in Mumbai (Maharashtra) wherein our Company only manages the operations of
the Centres leased by the Clients from the Landlord.
# Includes (i) a Centre which was yet to be handed over as of March 31, 2025 and (ii) three new Centres taken on lease by our Company,
which is yet to be handed over by the respective Landlords as on June 30, 2025.
As on June 30, 2025, we have signed non-binding letters of intent/MoUs with Landlords for for an additional SBA
of 1.46 million square feet across three Centres in Pune (Maharashtra), Kolkata (West Bengal) (partially handed
over to the extent of 0.02 million square feet which has been excluded) and Mumbai (Maharashtra).
As on June 30, 2025, we have signed term sheets with Landlords in Gurugram for a Centre with a total SBA of
450,000 square feet under the variable rental business model, of which SBA of 33,504 square feet has been
operationalised pursuant to agreements entered into by our Company with the Landlord and each of the respective
Client(s). For details, see “Our Business – Our Strategies” on page 272.
As of March 31, 2025, our Operational Centres served 738 Clients occupying 152,619 Seats. Further, as on June
30, 2025, we had 728 Clients with 169,541 Seats, out of which 12,044 Seats were yet to be occupied at our
Operational Centres by the respective Clients. The following table sets forth the details of our Committed
Occupancy as on June 30, 2025:
Capacity Seats in Operational Centres (A) 190,421
Committed Seats (B) 169,541
Committed Occupancy Rate (B/A x 100) 89.03%
Note: Capacity Seats in Operational Centres herein refers to the maximum number of Seats available in all the Operational Centres of our
Company. Committed Seats refers to the (i) Occupied Seats of Operational Centres; and (ii) Seats occupancy in our Operational Centres
reserved by the Client(s) through an agreement or a letter of intent and by payment of security deposit, and such Client(s) are yet to move-in
to our Operational Centre(s) pursuant to such agreement or letter of intent. Committed Occupancy Rate is the percentage of Committed Seats
out of the total Capacity Seats in Operational Centres.
We have also taken on lease two Centres in Singapore with a total SBA of 35,036 square feet and serve 83 Clients
as on June 30, 2025. For details, see “History and Certain Corporate Matters – Other agreements - Acquisition
of assets of Keppel Real Estate Services Pte. Ltd. on page 305. Singapore has emerged as one of the preferred
locations for corporate headquarters with the highest number of completed regional headquarters in the past 10
years in Asia Pacific (2014 – 2023) (Source: CBRE Report). Our presence in Singapore provides us the
opportunity to explore further business opportunities in both India and Singapore.
We have a total of four lease signed centers in India above 0.5 million square feet in size, with the largest center
of approximately 0.7 million square feet. located in Vaishnavi Tech Park in Sarjapur, ORR in Bengaluru (Source:
CBRE Report). We have constantly outranked ourselves in leasing large Campuses in India. Vaishnavi Tech Park
in Bengaluru (Karnataka) surpassed our other Campuses, namely, M-Agile in Pune (Maharashtra), with a total
SBA of 0.69 million square feet and AP-81 in Pune (Maharashtra), with a total SBA of 0.55 million square feet.
401As of March 31, 2025, our average Centre size is SBA of 0.18 million square feet.
The below diagram shows our scale and Pan-India presence as on June 30, 2025:
Note: Map not to scale.
Note: Includes SBA of 1.46 million square feet across three Centres in Pune (Maharashtra), Kolkata (West Bengal) (partially handed over to
the extent of 0.02 million square feet which has been excluded) and Mumbai (Maharashtra) for which our Company has signed non-binding
letters of intent/MoUs with the respective Landlords. Also includes, (i) SBA of 0.45 million square feet under the variable rental business
model for which our Company has signed term sheets with Landlords in Gurugram, out of which SBA of 33,504 square feet has been
operationalised pursuant to agreements with the Landlord and each of the respective Client(s) and (ii) SBA of 0.06 million square feet in two
centres in Mumbai (Maharashtra) wherein our Company only manages the operations of the Centres leased by the Clients from the Landlord.
Our operating model | Office experience and managed Campus platform
We typically focus on leasing entire/ large, bare shell properties in prime locations from Landlords and transform
them into fully serviced, aesthetically pleasing and tech-enabled Campuses with daily-life and aspirational
amenities. Our Centres offer Clients’ employees a modern, attractive and aesthetically pleasing work environment.
We cater to Clients’ needs of all team sizes, from under 50 to over 6,300 Seats, with a specific focus on mid-to-
large Enterprises having a requirement of over 300 Seats.
The below table set forth details of Rental Revenue from Enterprise Clients during the Fiscals indicated:
Fiscals
Particulars
2025 2024 2023
Rental Revenue from Enterprise Clients (in ₹ million) 11,345.68 8,847.99 6,044.91
Rental Revenue (in ₹ million) 12,821.65 9,870.26 6,645.82
Percentage of Rental Revenue from Enterprise Clients 88.49% 89.64% 90.96%
We standardise designs by using modular and reusable fit-outs, and also focus on achieving economies of scale.
We also leverage our integrated proprietary technology to build out and operate Centres. This allows us to offer
our Clients a standardised, hassle-free, one-stop solution for their workspace needs by combining core services
such as design and build out, facility management and technology infrastructure. This helps our Clients to focus
on their business priorities without worrying about day to day management of workspace.
Since we invest in the initial workspace build out cost and provide cost-effective and sustainably priced flexible
workspace solutions, it allows our Clients to achieve financial and capital efficiencies by allocating capital to their
core business. Our Clients also benefit from the swift turn-around time of delivery of workspace experience in 45
to 60 days from the date of the contractual arrangement.
402Our economics
Our profitability is driven by the maturity of our Centres. We classify our Centres as ‘mature’ (more than 12
months from the date of commencement of operations) and ‘developing’ (less than or equal to 12 months from
the date of commencement of operations). Typically, we achieve breakeven vis-à-vis operational cost of a Centre,
during the period of transition from ‘developing’ to ‘mature’. Most of the initial operational expenditure incurred
for a Centre is recovered by this breakeven point. Any incremental utilisation beyond breakeven flows to our unit-
level profitability, as most of the cost is already recovered. Separately, our corporate costs, which primarily
comprise of employee expenses and corporate overheads (such as business development and legal costs), create
source of operating leverage as they get spread over a higher SBA across our Centres.
Below is a conceptual model of our Centre’s economics
Our evolution and growth
We started our operations in 2016 with early support from Promoters and their family members, followed by
investment in our Company by early stage investors in Fiscal 2018. We initially operated as a co-working space
provider, catering primarily to startups/ mid-sized organisations. In a short span of two years, we expanded to
become a national player by the end of Fiscal 2018 with 12 Centres across nine Tier 1 cities. During this time, we
recognised that we were not catering to larger Enterprises that occupy a larger workspace and could lend long-
term stability to our business model.
Accordingly, in Fiscal 2019, we saw the opportunity to create a platform for mid-to-large Enterprises, by creating
an offering which could enable them to transition from conventional to fully managed workspaces. As a result,
we pivoted our business model to become an office experience and managed Campus platform to address the
unique requirements of such Enterprises. In Fiscal 2020, Singapore based Keppel Ltd, a global asset manager and
operator, made an investment of ₹ 1,772.19 million, through Space Solutions India Pte. Ltd (formerly Lisbrine Pte
Limited). This investment provided us with financial backing and valuable industry expertise. It also enabled us
to expand our business and reach out to large Enterprises and Landlords with the enhanced ‘Keppel’ brand
association.
This transition enabled us to mitigate risks particularly during the COVID-19 pandemic. While the pure play co-
working sector faced widespread challenges, we maintained business continuity with stable financial performance,
and emerged as a suitable infrastructure partner for large Enterprises. Post COVID-19, we witnessed a strong
demand for flex workspaces, which we capitalised on and established managed Campuses that suit the purposes
of such large Enterprises. We expanded our operations between Fiscal 2023 and Fiscal 2025 by adding a total
SBA of 2.83 million square feet under our management, with a CAGR of 20.80%.
For further details, see “Our Business – Overview” on page 249.
Principal factors affecting our financial condition and results of operations
403Revenue drivers
Geographic footprint and number of Seats
The expansion of our footprint in terms of number of Centres and the corresponding increase in number of Capacity
Seats is one of the important factors affecting our results of operations and financial condition. An increase in our
footprint, which we measure as total SBA, allows us to accommodate more Clients, including existing Clients
which increases our revenue from lease rentals.
We have increased our footprint from SBA of 6.16 million square feet across 39 Centres as of March 31, 2023, to
SBA of 8.99 million square feet across 50 Centres as of March 31, 2025. This includes SBA of 0.18 million square
feet in one Centre which was yet to be handed over by the Landlord and SBA of 0.72 million square feet across
three Fit-outs Centres as on March 31, 2025.
As of March 31, 2025, we have established ourselves in 19 key clusters with 40 Centres with a total SBA of 8.48
million square feet, ensuring our presence in developed and high-growth areas. The number of Capacity Seats in
our Centres has increased from 137,564 Capacity Seats as of March 31, 2023 to 203,118 Capacity Seats as of March
31, 2025 resulting in a CAGR of 21.51% during the same period. Our CAGR of Capacity Seats is higher than the
CAGR of SBA, as a result of our strategic decision to lease large Centres which helps in achieving higher area
efficiency and demonstrates our ability to optimize design which allows us to maximize Capacity Seats within
our Centres.
In addition, leasing entire/ large properties allows us to leverage economies of scale and at the same time provide
rental assurance of the entire property to the Landlords. This ensures financial security/ predictability, building
and tenant management and achieve greater area efficiency (as common services are spread over a larger SBA).
An increase in area efficiency allows us to increase the Capacity Seats in our Centres which in turn increases our
revenue from lease rentals and thereby increasing our margin. Over a period of time, we have focused on leasing
larger Centres. As of March 31, 2025, 78.83% of our total SBA consisted of Centres larger than 150,000 square
feet (includes SBA of 0.18 million square feet of one Centre which was yet to be handed over by the Landlord
and SBA of 0.72 million square feet of three Fit-outs Centres as of March 31, 2025). Our SBA of Centres larger
than 150,000 square feet has increased to 78.83% of our total SBA as of March 31, 2025 from 70.78% of our total
SBA as of March 31, 2023. The area efficiency of our Centres larger than 150,000 square feet has improved to
43.63 square feet per Seat as of March 31, 2025, from 43.80 square feet per Seat as of March 31, 2023.
Our Mature Centres especially the large Centres typically achieve higher margins. Our Mature Centres SBA out
of the SBA of the overall Operational Centres as on respective dates, has increased to 88.64% as of March 31,
2025, from 64.62% as of March 31, 2023.
We focus on mid-to-large Enterprises and have built a growing Client base, which includes Indian corporates,
MNCs operating in India and startups. Our focus is on acquiring Enterprise Clients with higher Seat requirements
as well as emerging mid-to-large Enterprises, and grow with them. While we cater to the needs of all team sizes,
typically from under 50 to over 4,800 Seats, with a specific focus on mid and large Enterprises that typically have
a requirement of over 300 Seats. Clients occupying more than 300 Seats in our Centres, constituted 66.68%,
63.08% and 57.89% of the Occupied Seats (i.e., total number of Seats contracted with our Clients in our
Operational Centres) for Fiscals 2025, 2024 and 2023, respectively. The contribution of such Clients’ Rental
Revenue increased to 63.44% in Fiscal 2025, from 59.98% in Fiscal 2024, and increased from 55.85% in Fiscal
2023.
Our Rental Revenue from our multi-city Clients grew at a CAGR of 36.26% between Fiscal 2023 to Fiscal 2025
and was ₹ 4,090.42 million, ₹ 3,025.40 million, ₹ 2,203.05 million, for Fiscals 2025, 2024 and 2023, respectively.
We continue to attract and retain such Clients by providing daily-life and aspirational amenities in our Centres
across India.
For further details, see “Our Business” and “Risk factors” on pages 248 and 39.
Geographic distribution and Client Industry
The geographic spread of our Centres is another factor impacting our business performance. Our revenue from
404lease rentals is based on the underlying rents we pay to Landlords. Since rent rates vary by city, our pricing
structure reflects these differences through a multiplier applied to the rents payable to Landlords.
During Fiscal 2025, we derived 75.19% of our Rental Revenue from Centres located in Pune (Maharashtra),
Bengaluru (Karnataka), Hyderabad (Telangana) and Mumbai (Maharashtra). The below table provide the city
wise break-up of our Rental Revenue for the Fiscals indicated:
Fiscal 2025 Fiscal 2024 Fiscal 2023
City Rental As a % of Rental As a % of Rental As a % of
Revenue (₹ Rental Revenue (₹ Rental Revenue (₹ Rental
in million) Revenue (%) in million) Revenue (%) in million) Revenue (%)
Pune (Maharashtra) 4,213.71 32.86 3,066.65 31.07 2,023.89 30.45
Bengaluru 2,996.83 23.37 2,521.78 25.55 1,509.84 22.72
(Karnataka)
Hyderabad 1,493.37 11.65 1,401.69 14.20 851.91 12.82
(Telangana)
Mumbai 937.27 7.31 912.98 9.25 787.90 11.86
(Maharashtra)
Other cities* 3,180.48 24.81 1,967.16 19.93 1,472.28 22.15
Total Rental 12,821.65 100.00 9,870.26 100.00 6,645.82 100.00
Revenue (₹ in
million)
*Other cities refer to Chennai (Tamil Nadu), Delhi, Gurugram (Haryana), Noida (Uttar Pradesh), Jaipur (Rajasthan), Indore (Madhya Pradesh),
Ahmedabad (Gujarat), Kolkata (West Bengal) and Kochi (Kerala). During the Fiscal 2025, we also operationalised a Centre in Coimbatore (Tamil
Nadu) and two Centres in Singapore.
For further details, “Risk factors- 1. During Fiscal 2025 and Fiscal 2024 we derived 75.19% and 80.07%,
respectively, of our Rental Revenue from our Centres located in Pune, Bengaluru, Hyderabad and Mumbai. Any
adverse developments affecting such locations and Centres could have an adverse effect on our business, results
of operations and financial condition.” on page 39.
The diversification of the sectors in which our Clients operate is also an important factor impacting our operations.
Our Clients are from diverse industries like information technology, engineering, insurance, energy, Ed-tech, e-
commerce, fintech 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 sectors other than information
technology, technology and software development which contributed 57.72% of our Rental Revenue during Fiscal
2025. For further details, see “Our Business – Our Strengths - Our focus on acquiring Enterprise Clients with
higher Seat requirements as well as emerging mid-to-large Enterprises, and grow with them” and “Risk factors- 2.
Our business is focused on Clients who typically require over 300 Seats across multiple Centres and cities. We
may not have equal negotiating power with such Clients and it may be difficult for us to find suitable replacements
upon termination of agreements with such Clients, which could adversely affect our business, cash flows, results
of operation and financial performance.” on pages 266 and 41.
The following table sets forth the breakdown of Rental Revenue generated from our Clients by their industries for
the Fiscals indicated:
Rental Revenue % of Rental Revenue
Fiscal Fiscal Fiscal
Industry Mix 2025 2024 2023 Fiscal Fiscal Fiscal
(₹ in (₹ in (₹ in 2025 2024 2023
million) million) million)
Information technology, technology and 5,420.63 4,294.12 2,661.37 42.28 43.51 40.05
software development
Engineering and manufacturing 1,234.86 1,094.66 815.49 9.63 11.09 12.27
Banking, financial services and insurance 1,143.39 893.12 675.12 8.92 9.05 10.16
Business consulting and professional services 1,788.53 872.49 491.70 13.95 8.84 7.40
Others 3,234.24 2,715.86 2,002.13 25.22 27.52 30.12
Total 12,821.65 9,870.26 6,645.82 100.00 100.00 100.00
Occupancy Rate, Client agreement duration, lock-in period and Seats Retention Rate
405We have a base of 738 Clients as of March 31, 2025, including Indian corporates, MNCs as well as startups across
sectors such as information technology, engineering, fintech, business consulting banking, financial services and
insurance. We have cumulatively added 217 Clients between March 31, 2023 to March 31, 2025.
Our results of operations are also driven by the Occupancy Rate of our Centres. Occupancy Rate is the percentage
of the total number of Occupied Seats divided by total number out of Capacity Seats in a Centre. Occupancy Rate
is directly linked with revenue from operations as higher Occupancy Rate leads to higher revenue from operations.
Lower Occupancy Rate results in underutilized space which could otherwise generate revenue, thereby impacting
our revenue from operations. We have been able to improve our Occupied Seats and Occupancy Rate over time
thereby contributing to our revenue growth. The table below sets forth our Occupied Seats in Operational Centres
for as of the dates indicated:
As on March As on March As on March
Particulars
31, 2025 31, 2024 31, 2023
Number of Occupied Seats in Operational Centres* 152,619 130,047 105,568
* Sum of Occupied Seats in Operational Centres.
Our Occupied Seats have grown at a CAGR of 20.24% between March 31, 2023 to March 31, 2025. As on June
30, 2025 our Committed Seats stood at 169,541 with a Committed Occupancy Rate of 89.03%. Additionally, we
have experienced an increase in our overall Occupancy rate in Operational Centres to 83.12% as of March 31,
2025 from 76.74% as of March 31, 2023, which has resulted in an increase in our Rental Revenue. Occupancy
Rate is the percentage of the total number of Occupied Seats divided by total number out of Capacity Seats in a
Centre. The following table sets forth the details of our Committed Occupancy Rate as on June 30, 2025
Capacity Seats in Operational Centres (A) 190,421
Committed Seats (B) 169,541
Committed Occupancy Rate (B/A x 100) 89.03%
Note: Capacity Seats in Operational Centres herein refers to the maximum number of Seats available in all the Operational Centres of our
Company. Committed Seats refers to the (i) Occupied Seats of Operational Centres; and (ii) Seats occupancy in our Operational Centres
reserved by the Client(s) through an agreement or a letter of intent and by payment of security deposit, and such Client(s) are yet to move-in
to our Operational Centre(s) pursuant to such agreement or letter of intent. Committed Occupancy Rate is the percentage of Committed Seats
out of the total Capacity Seats in Operational Centres.
• An increase in the number of Mature Centres allows us to achieve a higher Occupancy Rate ensuring that
a larger number of Seats are consistently filled, which maximizes revenue from each such Centre. The
number of Occupied Seats in our Mature Centres were 143,415, 125,776 and 75,027 as of March 31, 2025,
March 31, 2024 and March 31, 2023, respectively.
• An increase in the Occupancy Rate of our Centres has also been driven by faster ramp-up and our ability
to lease our Centres to Clients taking up larger number of Seats within our Centres. Our largest Client deal
size in terms of number of Seats was over 6,300 Seats in Fiscal 2025, over 4,800 Seats in Fiscal 2024, and
over 3,500 Seats in Fiscal 2023.
• Tenure of Client agreements have a significant impact on our revenue from operations as longer Client
agreement tenure typically lead to a more stable and predictable revenue stream, save costs relating to
brokerage and lead to savings on refurbishment capital expenditure on Client move-out. Typically, lease
agreements for higher number of Seats have longer total tenure and lock-in period tenure. Our weighted
average total tenure for Clients with occupying than more than 300 Seats stood at 50 months as of March
31, 2025. Our agreements with Clients have a lock-in period typically ranging from 12 months to 36
months. Our weighted average lock-in period for Clients with more than 300 Seats stood at 34 months as
of March 31, 2025. Post the expiry of their lock-in period, our Clients may terminate such service
agreements with a notice period, ranging from three months to six months.
The table below reflects our ability to attract large Clients on the basis of average tenure and lock-in periods
of our Clients:
Particulars As of March 31, 2025 As of March 31, 2024 As of March 31, 2023
Weighted average total tenure (in 46 46 46
months)
0-100 Seats 45 35 34
406Particulars As of March 31, 2025 As of March 31, 2024 As of March 31, 2023
101-300 Seats 39 40 43
300+ 50 49 49
Weighted average lock-in tenure 32 30 30
(in months)
0-100 Seats 23 24 22
101-300 Seats 31 27 27
300+ 34 33 32
Note: Weighted average total tenure refers to average contract period for which we enter into agreements with our Clients, weighted
by the monthly rental. Weighted average lock-in tenure refers to average lock-in period in agreements with our Clients, weighted by
the monthly rental
Our Seats Retained have increased by 46.61% to 41,050 seats in Fiscal 2025 from 27,999 seats in Fiscal
2023, demonstrating our ability to retain Clients post expiry of their lock-in periods. Higher number of
Seats Retained helps in stable cashflows, reduced brokerage expenses and reduce capital expenditure for
refurbishment after Client move out.
• The table below gives break-up of our Rental Revenue based on various Seat cohorts for the Fiscals
indicated:
Fiscal 2025 Fiscal 2024 Fiscal 2023
Seat cohorts (as a % of Rental (as a % of Rental (as a % of Rental
Revenue) Revenue) Revenue)
0-100 Seats 12.03 12.77 14.94
101-300 Seats 24.54 27.25 29.21
More than 300 Seats 63.44 59.98 55.85
Total 100.00 100.00 100.00
Rental rates and escalation
Our revenue from lease rentals represents the revenue generated from rentals charged to our Clients. The rental
rates that we charge depends on various factors including demand and comparable supply of large workspace
solutions in the key clusters in which we operate, rental rates payable to our Landlords, attractiveness of our
Centres and the ability to retain Clients without incurring significant costs.
• Our Revenue from lease rentals grew by 29.31% to ₹ 12,892.73 million during Fiscal 2025, from ₹ 9,970.62
million during Fiscal 2024 and by 45.04% during Fiscal 2024 from ₹ 6,874.59 million during Fiscal 2023
and has grown at a CAGR of 36.95% from Fiscal 2023 to Fiscal 2025.
• As a lessor: Our agreements with Clients require them to pay a fixed rental amount, which is typically
subject to escalation at the rate of 5% p.a.
• As a lessee: Our agreements with Landlords for entire building/large Campuses, are for extended periods
(average ranging from 10 to 15 years) with the typical lock-in period ranging up to five years for us which
allows us to exit with our modular fitouts in case of any downward trend.
Accordingly, our revenue from operations is also directly affected by the lease rental rates of our Centres. The
lease rental rates are affected by various factors, including prevailing economic conditions, income and
demographic conditions in the micro-markets in which we operate, prevailing rental rates in the micro-market
where our Centres are located, the amenities and facilities in our Centres.
Other streams of revenue
Revenue from ancillary services represents our revenue generated from services such as meeting room charges,
one-time setup costs, parking charges, internet fees, electricity charges, etc.
Our revenue from ancillary services, increased by 16.40% to ₹ 488.79 million in Fiscal 2025 from ₹ 419.92 million
in Fiscal 2024, which in turn was an increase of 75.46% from ₹ 239.33 million in Fiscal 2023.
We also introduced software fees as a stream of revenue in Fiscal 2024 and have experienced a growth of 287.10%
to ₹ 12.00 million during Fiscal 2025 from ₹ 3.10 million during Fiscal 2024.
407Further, we have added design and fitout service as an additional stream of revenue in Fiscal 2025. Our revenue
from design and fitout service was ₹ 347.04 million during Fiscal 2025.
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 further details, see “Our Business - Our Strategies- Scale
up our new revenue streams, which are margin-accretive” on page 273.
Cost drivers
Expenses
Our expenses include:
• Operating expenses: our operating expenses such as housekeeping, security, support service, plantation
and pest control, electricity expenses and water charges, building maintenance, equipment and asset hire
charges, communication expenses, rent expenses, subcontracting cost, freight and transportation and
parking charges are dependent on the Occupancy Rate of each of our Centres. During Fiscals 2025, 2024,
and 2023, these expenses were ₹ 3,753.03 million, ₹ 2,680.82 million and ₹ 1,926.63 million, constituting
26.62%, 24.08% and 25.89% of our total income for each of the aforementioned Fiscals, respectively.
• Commission and brokerage expenses: we incurred commission and brokerage expenses of ₹ 407.31 million,
₹348.59 million and ₹ 273.61 million, constituting 2.89%, 3.13% and 3.68% of our total income, during
the Fiscals 2025, 2024 and 2023, respectively. We use the services of property consultants and brokers for
identifying the Clients. We have managed to reduce our deals done through property consultants and
brokers over a period of time.
• Employee benefit expenses: our employee benefit expenses were ₹ 653.69 million, ₹ 496.08 million and ₹
408.37 million, constituting 4.64%, 4.46% and 5.49% of our total income during the Fiscals 2025, 2024
and 2023, respectively.
Other expenses
We also incur other expenses such as information technology expenses, business development expenses, legal and
professional charges, travelling expenses, consultancy expenses, insurance charges, provisions contingencies and
other expenses. The total other expenses incurred by us were ₹ 353.89 million, ₹ 271.45 million and ₹ 265.33
million, constituting 2.51%, 2.44% and 3.57% of our total income during the Fiscals 2025, 2024 and 2023,
respectively.
Sourcing and space procurement strategy
We primarily follow a straight lease business model, whereby we lease bare shell properties on long-term basis
within key clusters. We leverage our expertise in risk management and execution to maximize value. As we move
forward, we intend to strategically expand into the variable rental and management contract models as well. For
further details, see “Our Business- Our Strategies - Enhance capital efficiency through variable rental business
model and managed contracts” on page 273.
We enter long-term lease agreements with Landlords for 10 to 15 years, with between six to 12 months of rent-
free period. This strategic approach enables us to provide daily-life and aspirational amenities in our Centres and
offer amenities such as cafeterias, sport zones, Smart Convenience Stores, gymnasiums, crèches and medical
centres. The duration of our lease agreements with Landlord cushions our business against the cyclical risks of
rental fluctuations, which are inherent to the commercial real estate industry. For further details, see “Our Business
- Centre identification and sourcing” on page 276.
Critical accounting policies and significant judgments and estimates
Basis of preparation and presentation
The Restated Consolidated Financial Information of the Group comprises of the Restated Consolidated Statement
of Assets and Liabilities as at March 31, 2025, 2024 and 2023, the Restated Consolidated Statement of Profit and
Loss (including Other Comprehensive Income), the Restated Consolidated Statement of Cash Flows and the
408Restated Consolidated Statement of Changes in Equity for the years ended March 31, 2025, 2024 and 2023 and the
Summary of Material Accounting Policies and explanatory notes (collectively, the ‘Restated Consolidated
Financial Information’).
These Restated Consolidated Financial Information has been prepared by the Management of the Group for the
purpose of inclusion in the Red Herring Prospectus (‘RHP’) and Prospectus (collectively, the “Offer Documents”)
prepared by the Company in connection with its proposed Initial Public Offer (“IPO”) in terms of the requirements
of:
(i) Section 26 of Part I of Chapter III of the Companies Act, 2013, as amended ("the Act");
(ii) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2018, as amended (the "ICDR Regulations"); and
(iii) 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”).
These Restated Consolidated Financial Information have been compiled by the Management from the audited
consolidated financial statements of the Group as at and for the years ended March 31, 2025, 2024 and 2023
prepared in accordance with the 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 (the
“Consolidated Financial Statements”), which have been approved by the Board of Directors at their meetings held
on June 13, 2025, July 19, 2024, and September 29, 2023 respectively.
The accounting policies have been consistently applied by the Group in preparation of the Restated Consolidated
Financial Information and are consistent with those adopted in the preparation of financial statements as at and for
the year ended March 31, 2025.
These Restated Consolidated Financial Information do not reflect the effects of events that occurred subsequent to
the respective dates of board meeting for adoption of the audited Consolidated Financial Statements as at and for
the years ended March 31, 2025 ,2024 and 2023.
The Restated Consolidated Financial Information:
(a) have been prepared after incorporating adjustments for the changes in accounting policies, material errors
and regrouping/reclassifications retrospectively in the years ended March 31, 2024 and 2023, to reflect the
same accounting treatment as per the accounting policy and grouping/classifications followed as at and for
the year ended March 31, 2025, as applicable;
(b) do not require any adjustment for modification mentioned below.
The audit reports on the internal financial controls with reference to the consolidated financial statements were
modified and included following matters giving rise to modifications on the internal financial controls with
reference to the consolidated financial statements as at and for the year ended March 31, 2023:
Basis for Qualified opinion
“With respect to the Parent, according to the information and explanations given to us and based on our audit, the
following material weakness has been identified in the Company’s internal financial controls with reference to
consolidated financial statements as at March 31, 2023:
The Parent did not have an appropriate internal control with reference to consolidated financial statement for
property, plant and equipment with regard to (a) identification and recording of assets discarded on account of
properties vacated by the company and termination of lease by customers and (b) determining and recording the
discrepancies in individual items of assets between property, plant and equipment register and physical verification
report. This could potentially result in material misstatements in the Company’s property, plant and equipment,
depreciation and other expense account balances.
A ‘material weakness’ is a deficiency, or a combination of deficiencies, in internal financial control with reference
to consolidated financial statements, such that there is a reasonable possibility that a material misstatement of the
Company's annual or interim financial statements will not be prevented or detected on a timely basis.”
The Restated Consolidated Financial Information are presented in Indian Rupees "INR" or "Rs." or “₹” and all
409values are stated as INR or Rs. or ₹ million, except when otherwise indicated.
Current versus non-current classification
The Group presents assets and liabilities based on current/ non-current classification.
Assets: An asset is treated as current when it is:
(i) Expected to be realised or intended to be sold or consumed in normal operating cycle
(ii) Held primarily for the purpose of trading
(iii) Expected to be realised within twelve months after the reporting period, or
(iv) Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve
months after the reporting period.
All other assets are classified as non-current.
Liabilities: A liability is current when:
(i) It is expected to be settled in normal operating cycle
(ii) It is held primarily for the purpose of trading
(iii) It is due to be settled within twelve months after the reporting period, or
(iv) There is no unconditional right to defer the settlement of the liability for at least twelve months after the
reporting period.
All other liabilities are classified as non-current.
Deferred tax assets and liabilities, and all other assets and liabilities which are not current (as discussed in the above
paragraphs) are classified as non-current assets and liabilities.
Operating cycle:
All assets and liabilities have been classified as current or non-current as per the Group’s operating cycle and other
criteria set out in the Schedule III to the Companies Act, 2013. Based on the nature of services and the time between
the rendering of service and their realization in cash and cash equivalents, the Group has ascertained its operating
cycle as twelve months for the purpose of current and non-current classification of assets and liabilities.
Fair value measurement
Fair value is the price at the measurement date, at which an asset can be sold or a liability can be transferred, in an
orderly transaction between market participants. The Group’s accounting policies require, measurement of certain
financial instruments at fair values (either on a recurring or non-recurring basis).
The Group is required to classify the fair valuation method of the financial assets and liabilities, either measured or
disclosed at fair value in the Financial Information, using a three level fair-value-hierarchy (which reflects the
significance of inputs used in the measurement). Accordingly, the Group uses valuation techniques that are
appropriate in the circumstances and for which sufficient data is available to measure fair value, maximising the
use of relevant observable inputs and minimising the use of unobservable inputs.
Basis of consolidation
The Parent consolidates entities which it controls. The Restated Consolidated financial information comprise the
financial information of the Parent and its subsidiaries. Control exists when the parent has power over the entity, is
exposed, or has rights to variable returns from its involvement with the entity and has the ability to affect those
returns by using its power over the entity. Power is demonstrated through existing rights that give the ability to
direct relevant activities, those which significantly affect the entity’s returns. Subsidiaries are consolidated from
the date the control commences until the date control ceases.
The Restated financial information of the Group companies are consolidated on a line-by-line basis and intra-Group
balances and transactions including unrealised gain / loss from such transactions are eliminated upon consolidation.
410Accounting policies of the respective individual subsidiaries are aligned wherever necessary to ensure consistency
with the accounting policies that are adopted by the Group under Ind AS and other generally accepted accounting
principles.
Amendments to Ind AS
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 Fiscal 2025, MCA has notified
amendment to Ind AS – 116 Leases applicable to the Group w.e.f. September 9, 2024. The Group has reviewed the
amendment and based on its evaluation has determined that it does not have any significant impact on its Restated
Consolidated Financial Information.
Functional and presentation currency
The Restated Consolidated Financial Information are presented in Indian rupees, which is the functional currency
of the Group and the currency of the primary economic environment in which the Group operates.
Use of estimates and judgement
The preparation of Restated Consolidated Financial Information in conformity with Ind AS requires the
management to make judgments, estimates and assumptions that affect the application of accounting policies and
the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates
(Refer note 3A of Restated Consolidated Financial Information).
Estimates and underlying assumptions are reviewed on a periodic basis. Revisions to accounting estimates are
recognized in the period in which the estimates are revised and in any future periods affected.
Revenue recognition
Operating revenue
Revenue from operation includes rental income for use of co-working space, along with related ancillary services,
software fees and income from rendering of designing services (design and fitout service).
Rental Income
Revenue from leased out co-working space under an operating leases is recognized on a straight line basis over the
lease term, except where there is an uncertainty of ultimate collection. The Group assesses the lease term based on
the customer portfolio to determine whether it is reasonably certain that any options to extend or terminate the
contract will be exercised. The Group has determined the lease term as the non-cancellable term or contract term
based on the customer portfolio. After lease term, rental revenue is recognized as and when services are rendered
on a monthly basis as per the contractual terms prescribed under agreement entered with customers. Initial direct
costs, such as commissions, incurred by the Group in negotiating and arranging a lease are deferred and allocated
to income over the lease term for revenue, which has been presented as 'Prepayments' in Restated Consolidated
Statement of Assets and Liabilities.
Design and fitout service
Design and fitout service 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 Statement of Profit and Loss.
411Software Fees
Revenue from contracts with customers for software fees is recognized when control of services are transferred to
the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for
those services.
Ancillary services
Revenue from contracts with customers for ancillary services (such as meeting room charges, one-time setup costs,
parking charges, internet fees, electricity charges, facility management services etc.) is recognized when control of
the goods or services are transferred to the customer at an amount that reflects the consideration to which the Group
expects to be entitled in exchange for those goods or services.
'Revenues in excess of invoicing are classified as unbilled revenue while invoicing and collection in excess of
revenue are classified as deferred revenue. The Group presents service revenue net of indirect taxes in its Restated
Consolidated Statement of Profit and Loss.
Other income
Interest income from a financial asset is recognized when it is probable that the economic benefits will flow to the
Group and the amount of income can be measured reliably. Interest income is accrued on a time basis, by reference
to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts
estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount on
initial recognition.
On disposal of an investment, the difference between the carrying amount and the disposal proceeds, net of
expenses, is recognized in the Restated Consolidated Statement of Profit and Loss.
Leases
Group as a lessee
At inception of a contract, the Group assesses whether the 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.
At the date of commencement of the lease, the Group recognizes a right-of-use asset (“ROU”) and a corresponding
lease liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or
less (short-term leases) and low value leases. For these short-term and low value leases, the Group recognizes the
lease payments as an operating expense over the term of the lease.
The right-of-use assets are initially recognized at cost, which comprises the initial amount of the lease liability
adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct costs
less any lease incentives. They are subsequently measured at cost less accumulated depreciation and impairment
losses. Depreciation is computed using the straight-line method from the commencement date to the end of the
useful life of the underlying asset or the end of the lease term, whichever is shorter. If ownership of the leased asset
transfers to the Group at the end of the lease term or the cost reflects the exercise of a purchase option, depreciation
is calculated using the estimated useful life of the asset.
The lease liability is initially measured at amortized cost at the present value of the future lease payments. The lease
payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the
incremental borrowing rates that commensurate with the lease term (refer note 3A.1.1 of Restated Consolidated
Financial Information). Subsequently, lease liabilities are measured at amortized cost using the effective interest
method and remeasured to reflect any reassessment of options or lease modifications, or to reflect changes in lease
payments, with a corresponding adjustment to the ROU asset or Restated Consolidated Statement of Profit and
Loss if the ROU asset has been reduced to zero.
Asset retirement obligation is determined at the present value of expected costs to settle the obligation using
estimated cash flows and are recognized as part of the cost of the particular right-of-use asset on initial recognition.
412Group as a lessor
Leases in which the Group transfers substantially all the risks and benefits of ownership of the asset are classified
as finance leases. Assets given under finance lease are recognized as a receivable at an amount equal to the net
investment in the lease. After initial recognition, the Group apportions lease rentals between the principal repayment
and interest income so as to achieve a constant periodic rate of return on the net investment outstanding in respect
of the finance lease. The interest income is recognized in the Restated Consolidated Statement of Profit and Loss.
Leases in which the Group does not transfer substantially all the risks and benefits of ownership of the asset are
classified as operating leases. Assets subject to operating leases are included in property, plant and equipment and
right of use assets. Management recognised lease income on an operating lease is recognized in the Restated
Consolidated Statement of Profit and Loss on a straight-line basis over the lease term on reasonable basis.
Foreign currency transactions and balances
Transactions in currencies other than the Group’s functional currency (foreign currencies) are recognized at the
rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items
denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items that are
measured in terms of historical cost in a foreign currency are not retranslated.
Exchange differences on monetary items are recognized in Restated Consolidated Statement of Profit and Loss in
the period in which they arise.
The assets and liabilities of foreign operations are translated into Rupees at the exchange rates prevailing at the
reporting date whereas their Statements of Profit and Loss are translated into Rupees at daily average exchange
rates and the equity is recorded at the historical rate. However, if exchange rates fluctuate significantly during the
period, the exchange rates at the date of transactions are used. The resulting exchange differences arising on the
translation are recognised in OCI and held in foreign currency translation reserve (‘FCTR’), a component of equity.
On disposal of a foreign operation (that is, disposal involving loss of control), the component of OCI relating to
that particular foreign operation is reclassified to Restated Consolidated Statement of Profit or Loss.
Employee benefits
Group's employee benefit mainly includes salaries, bonuses, defined contribution absences and defined benefit
plans. The employee benefits are recognised in the year in which the associated services are rendered by the Group
employees. Short term employee benefits are recognised in Restated Consolidated Statement of Profit and Loss at
undiscounted amounts during the period in which the related services are rendered.
Short-term benefits
Liabilities for salaries, including non-monetary benefits (such as compensated absences) 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. The liabilities are presented as current employee benefit
obligations in the Restated Consolidated Statement of Assets and Liabilities.
Long term benefits
Compensated absences
Compensated absences benefits comprises of encashment and availment of leave balances that were earned by the
employees over the period of past employment. The Group provides for the liability towards the said benefits on
the basis of actuarial valuation carried out as at the reporting date, by an independent qualified actuary using the
projected-unit-credit method. The related re-measurements are recognised in the Restated Consolidated Statement
of Profit and Loss in the period in which they arise.
Post-employment obligations
Defined benefit plans
413The Group has defined benefit plan namely gratuity. The said plan requires a lump-sum payment to eligible
employees (meeting the required vesting service condition) at retirement or termination of employment, based on
a pre-defined formula. The cost of providing benefits is determined using the projected unit credit method, with
actuarial valuations being carried out at the end of each annual reporting period. Defined benefit costs are
categorised as follows:
• service cost (including current service cost, past service cost, as well as gains and losses on curtailments and
settlements);
• net interest expense or income; and
• remeasurement
The Group presents the first two components of defined benefit costs in Restated Consolidated Statement of Profit
and Loss. Curtailment gains and losses are accounted for as past service costs. Past service cost is recognized in
Restated Consolidated Statement of Profit and Loss in the period of a plan amendment. Net interest is calculated
by applying the discount rate at the beginning of the period to the net defined benefit liability or asset. Re-
measurement gains and losses arising from experience adjustments and changes in actuarial assumptions are
recognized in the period in which they occur, directly in other comprehensive income. They are included in retained
earnings in the Restated Consolidated Statement of Changes in Equity and in the Restated Consolidated Statement
of Assets and Liabilities.
Defined contribution plans
The Group has defined contribution plans for post-employment benefit. The Group’s contribution thereto is charged
to the Restated Consolidated Statement of Profit and Loss. The Group has no further obligations under these plans
beyond its periodic contributions.
Share based payments
Employees of the Group receives remuneration in the form of share-based payments, whereby employees render
services as consideration for equity instruments.
The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using Black
Scholes valuation model. The grant date fair value of options granted to employees is recognised as employee
benefit expenses with a corresponding increase in employee stock options reserve, over the period in which the
eligibility conditions are fulfilled and the employees unconditionally become entitled to the awards. The cumulative
expense recognised for equity settled transactions at each reporting date until the vesting date reflects the extent to
which the vesting period has expired and the Group’s best estimate of the number of equity instruments that will
ultimately vest.
The Restated Consolidated Statement of Profit and Loss for a period represents the movement in cumulative
expense recognised as at the beginning and end of that period and is recognised in employee benefits expense. The
dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings
per share.
Finance costs
Borrowing costs that are directly attributable to the acquisition or construction of qualifying assets are capitalised
as part of the cost of such assets. A qualifying asset is one that necessarily takes substantial period of time to get
ready for its intended use.
Interest income earned on the temporary investment of specific borrowings pending their expenditure on qualifying
assets is deducted from the borrowing costs eligible for capitalisation.
All other borrowing costs are charged to the Restated Consolidated Statement of Profit and Loss for the period for
which they are incurred.
Taxation
Income tax expense represents the sum of the current tax and deferred tax.
414Current tax
The current tax is based on taxable profit for the year. Taxable profit differs from 'Profit Before Tax' as reported in
the Restated Consolidated Statement of Profit and Loss because of items of income or expense that are taxable or
deductible in other years and items that are never taxable or deductible. The Group's current tax is calculated using
tax rates applicable for the respective period.
Deferred tax
Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the
Restated Consolidated Financial Information and their tax bases. Deferred tax liabilities are recognized for all
taxable temporary differences. Deferred tax assets are recognized for all deductible temporary differences and
incurred tax losses to the extent that it is probable that taxable profits will be available against which those
deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognized if the
temporary difference arises from the initial recognition of assets and liabilities in a transaction that affects neither
the taxable profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at the end of each reporting year and reduced to the extent
that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be
recovered.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the year in which the
liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively
enacted by the end of the reporting period.
The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the
manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of
its assets and liabilities.
Current and deferred tax for the year
Current and deferred tax are recognized in Restated Consolidated Statement of Profit and Loss, except when they
relate to items that are recognized in other comprehensive income or directly in equity, in which case, the current
and deferred tax are also recognized in other comprehensive income or directly in equity respectively.
Property, plant and equipment ('PPE')
Property, plant and equipment is stated at cost, net of accumulated depreciation and accumulated impairment losses,
if any.
Cost comprises of the purchase price including freight and non-refundable taxes, and directly attributable expenses
incurred to bring the asset to the location and condition necessary for it to be capable of being operated in the
manner intended by management.
Borrowing costs that are directly attributable to the acquisition or construction of qualifying assets are capitalised
as part of the cost of such assets. A qualifying asset is one that necessarily takes substantial period of time to get
ready for its intended use (refer note 2.10 of Restated Consolidated Financial Information)
Cost incurred for expected fit-out period is capitalised as part of leasehold improvement, as this cost is attributable
to bring the asset in necessary condition for its intended use. (Refer note 3A.1.2 of Restated Consolidated Financial
Information).
Subsequent costs are included in the asset's carrying amount or recognised 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. The other
repairs and maintenance are charged to Restated Consolidated Statement of Profit and Loss during the reporting
period in which they are incurred.
Depreciation method, estimated useful lives and residual value
415Depreciable amount for assets is the cost of an asset, or other amount substituted for cost, less its estimated residual
value. Residual value is estimated to be five percent of total cost of asset, except for certain leasehold improvement
and electrical equipment classes of assets where it is estimated to be nil.
Depreciation on property, plant and equipment is computed using the straight-line method over the estimated useful
lives. The management basis its past experience and technical assessment has estimated the useful lives, which is
at variance with the life prescribed in Part C of Schedule II to the Act and has accordingly, depreciated the assets
over such useful lives. The Group has established the estimated range of useful lives for different categories of
property, plant and equipment as follows :
Categories Useful life
Leasehold improvement Lease term or 10 years, whichever is less
Electrical installations and equipment 10
Plant and equipment 15
Furniture and fixtures 3-10
Vehicles 8-10
Computer and data processing unit 3-6
Office equipment 3-10
The useful lives, residual values and depreciation method of PPE are reviewed, and adjusted appropriately, at least
as at each financial year end so as to ensure that the method and period of depreciation are consistent with the
expected pattern of economic benefits from these assets. The effect of any change in the estimated useful lives,
residual values and / or depreciation method are accounted prospectively, and accordingly the depreciation is
calculated over the PPE’s remaining revised useful life.
Derecognition
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are
expected to arise from the continued use of the asset.
Any gain or loss arising on the disposal or retirement of an item of plant and equipment is determined as the
difference between the sales proceeds and the carrying amount of the asset and is recognised in the Restated
Consolidated Statement of Profit or Loss.
Gains and losses on disposal are determined by comparing proceeds with carrying amount. These are included in
Restated Consolidated Statement of Profit and Loss within other gains / (losses).
Capital work in progress
Capital work in progress is stated at cost less impairment losses. Such expenditure includes the cost of materials
and goods purchased or acquired with the intention of creating any capital asset and the project site and cost incurred
for expected fit-out period which is attributed to the property, plant and equipment.
Intangible assets
Initial measurement
Software (both purchased and internally generated) which is not an integral part of related hardware, is treated as
intangible asset and stated at cost on initial recognition and subsequently measured at cost less accumulated
amortization and accumulated impairment loss, if any.
Internally-generated intangible assets
Expenditure on research activities for internally generated intangible assets is recognised as an expense in the period
in which it is incurred.
An internally-generated intangible asset arising from development (or from the development phase of an internal
project) is recognised if, and only if, all of the following conditions have been demonstrated:
• the technical feasibility of completing the intangible asset so that it will be available for use or sale;
416• the intention to complete the intangible asset and use or sell it;
• the ability to use or sell the intangible asset;
• how the intangible asset will generate probable future economic benefits;
• the availability of adequate technical, financial and other resources to complete the development and to
use or sell the intangible asset; and
• the ability to measure reliably the expenditure attributable to the intangible asset during its development.
The amount initially recognised for internally-generated intangible assets is the sum of the expenditure on direct
salary incurred from the date when the intangible asset first meets the recognition criteria listed above. Where no
internally-generated intangible asset can be recognised, development expenditure is recognised in the Restated
Consolidated Statement of Proft or Loss in the period in which it is incurred.
Subsequent measurement
Subsequent costs are included in the asset’s carrying amount, only when it is probable that future economic benefits
associated with the cost incurred will flow to the Group and the cost of the item can be measured reliably. All other
expenditure is recognized in the Restated Consolidated Statement of Profit and Loss.
Derecognition policy
An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or
disposal. Gains or losses arising from derecognition of an intangible asset are measured as the difference between
the net disposal proceeds and the carrying amount of the asset, and are recognised in Restated Consolidated
Statement of Profit and Loss when the asset is derecognised.
Amortisation method and periods
Intangible assets i.e. software are amortised on a straight line basis over its estimated useful life i.e. 3 years. The
estimated useful life and amortisation method are reviewed at the end of each reporting year, with the effect of any
changes in estimate being accounted for on a prospective basis.
Impairment of non-financial assets
At the end of each reporting year, the Group reviews the carrying amounts of its non-financial assets to determine
whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the
recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). When
it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable
amount of the cash generating unit to which the asset belongs. When a reasonable and consistent basis of allocation
can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are
allocated to the smallest cash-generating units for which a reasonable and consistent allocation basis can be
identified.
Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the
estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current
market assessments of the time value of money and the risks specific to the asset for which the estimates of future
cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the
carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is
recognised immediately in Restated Consolidated Statement of Profit or Loss.
When an impairment loss subsequently reverses, the carrying amount of the asset (or a cash-generating unit) is
increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not
exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset
(or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in Restated
Consolidated Statement of Profit or Loss.
Provisions and contingencies
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event,
it is probable that the Group will be required to settle the obligation, and a reliable estimate can be made of the
amount of the obligation.
417The amount recognised as a provision is the best estimate of the consideration required to settle the present
obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the
obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying
amount is the present value of those cash flows (when the effect of the time value of money is material).
Asset retirement obligations (ARO) are provided for those operating lease arrangements where the Group has a
binding obligation at the end of the lease period to restore the leased premises in a condition similar to inception of
lease.
Asset retirement obligation are provided at the present value of expected costs to settle the obligation using
estimated cash flows and are recognized as part of the cost of the particular asset. The cash flows are discounted
using incremental borrowing rate that reflects the risks specific to the site restoration obligation. The unwinding of
the discount is expensed as incurred and recognized in the Consolidated Statement of Profit and Loss as a finance
cost. The estimated future costs of decommissioning are reviewed annually and adjusted as appropriate. Changes
in the estimated future costs or in the discount rate applied are added to or deducted from the cost of the asset.
Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of
which will be confirmed only by the occurrence or non occurrence of one or more uncertain future events not
wholly within the control of the Group or a present obligation that arises from past events where it is either not
probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made.
Financial instruments
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual
provisions of the instruments.
The Group determines the classification of its financial instruments at initial recognition.
Financial assets
Initial recognition and measurement
At initial recognition, financial asset (except trade receivables which do not contain a significant financing
component) is measured at its fair value plus, in the case of a financial asset not at fair value through Restated
Consolidated Statement of Profit and 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 and Loss are expensed in
Restated Consolidated Statement of Profit and Loss.
Subsequent measurement
All recognised financial assets are subsequently measured in their entirety at either amortised cost or fair value,
depending on the classification of the financial assets.
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
Restated Consolidated Statement of Profit and Loss), and
• those measured at amortised 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 Restated Consolidated Statement of
Profit and Loss or other comprehensive income. Investments in debt mutual funds are measured at fair value
through Restated Consolidated Statement of Profit and Loss as per the business model and contractual cash flow
test.
Impairment of financial assets
The Group assesses at each Reporting Date whether a financial asset or a Group of financial assets is impaired. Ind
418AS 109 requires expected credit losses to be measured through a loss allowance. The Group recognises lifetime
expected losses for trade receivables that do not constitute a financing transaction. For other financial assets carried
at amortised cost the Group assesses, on a forward looking basis, the expected credit losses associated with such
assets and recognises the same in Restated Consolidated Statement of Profit and Loss.
Cash and cash equivalents
For the purpose of presentation in the Restated Consolidated Statement of Cash Flows, cash and cash equivalents
includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments,
other than which are lien against borrowings, 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, and book
overdrafts. Bank overdrafts are shown within borrowings in current liabilities in the Restated Consolidated
Statement of Assets and Liabilities.
Derecognition of financial assets
The Group derecognises financial assets in accordance with the principles of Ind AS 109 which usually coincides
receipt of payment or write off of the financial asset.
Financial liabilities and equity instruments
Classification of debt or equity
Debt and equity instruments issued by a Group entity are classified as either financial liabilities or as equity in
accordance with the substance of the contractual arrangements and the definitions of a financial liability and an
equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all
of its liabilities. Equity instruments issued by a Group entity are recognised at the proceeds received, net of direct
issue costs.
Financial liabilities
Classification: The Group classifies all financial liabilities as subsequently measured at amortised cost.
Initial recognition and measurement : All financial liabilities are recognised initially at fair value and, in the case
of loans and borrowings and payables, net of directly attributable transaction costs.
Loans and borrowings : After initial recognition, interest-bearing loans and borrowings are subsequently measured
at amortised cost using the Effective Interest Rate (EIR) method. Gains and losses are recognised in the Restated
Consolidated Statement of Profit and Loss when the liabilities are derecognised. Amortised cost is calculated by
taking into account any discount or premium on acquisition and transactions costs. The EIR amortisation is included
as finance costs in the Restated Consolidated Statement of Profit and Loss.
Foreign exchange gains and losses
For financial liabilities that are denominated in a foreign currency and are measured at amortised cost at the end of
each reporting period, the foreign exchange gains and losses are determined based on the amortised cost of the
instruments and are recognised in Restated Consolidated Statement of Profit and Loss.
Derecognition of financial liabilities
The Group derecognises financial liabilities when, and only when, the Group's obligations are discharged, cancelled
or have expired.
Earnings per share
Basic earnings per share is computed by dividing the profit / (loss) attributable to the shareholders of the Group by
419the weighted average number of equity shares outstanding during the period.
Equity shares which are issuable upon the satisfaction of certain conditions resulting from contractual arrangements
/ shareholder agreement are considered outstanding and included in the computation of basic earnings per share
from the date when all necessary conditions under the contract have been satisfied as on the reporting date.
Diluted earnings per share is computed by adjusting, the profit/ (loss) for the year attributable to the shareholders
and the weighted average number of shares considered for deriving Basic earnings per share, for the effects of all
the shares that could have been issued upon conversion of all dilutive potential shares. The dilutive potential shares
are adjusted for the proceeds receivable had the shares been actually issued at fair value. Further, the dilutive
potential shares are deemed converted as at beginning of the period, unless issued at a later date during the period.
Non-current assets held for sale
Non-current assets are classified as held for sale if their carrying amount will be recovered principally through a
sale transaction rather than through continuing use and sale is considered highly probable. A sale is considered as
highly probable when decision has been made to sell, assets are available for immediate sale in its present condition,
assets are being actively marketed and sale has been agreed or is expected to be concluded within 12 months of the
date of classification.
Non-current assets held for sale are neither depreciated nor amortised.
Assets and liabilities classified as held for sale are measured at the lower of their carrying amount and fair value
less cost of disposal and are presented separately in the Restated Consolidated Statement of Assets and Liabilities.
KEY SOURCES OF ESTIMATION UNCERTAINTIES AND CRITICAL JUDGEMENTS
In applying the Group’s accounting policies, which are described in note 2 of Restated Consolidated Financial
Information, the directors are required to make judgements (other than those involving estimations) that have a
material impact on the amounts recognized and to make estimates and assumptions about the carrying amounts of
assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are
based on historical experience and other factors that are considered to be relevant. Actual results may differ from
these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of
the revision and future periods if the revision affects both current and future periods.
Critical judgements in applying the Group’s accounting policies
Lease term -Group as a Lessee
Ind AS 116 requires lessees to determine the lease term as the non-cancellable period of a lease adjusted with any
option to extend or terminate the lease, if the use of such option is reasonably certain.
The Group makes an assessment on the expected lease term on a lease-by-lease basis and thereby assesses whether
it is reasonably certain that any options to extend or terminate the contract will be exercised. In evaluating the lease
term, the Group considers factors such as any significant leasehold improvements undertaken over the lease term,
costs relating to the termination of the lease and the importance of the underlying asset to the Group's operations
taking into account the location of the underlying building and the availability of suitable alternatives. The Group
has ascertained lease term as non-cancellable term.
Capitalisation of fit out period
Cost (depreciation on Right of Use asset, interest expense of lease liability, electricity charges, building
maintenance charges, housekeeping & security charges, project and design related employee cost) for the expected
fit-out period is capitalised as part of leasehold improvement, considering, this cost is attributable to bring the asset
in necessary condition for its intended use. The fit out period has been determined by the management basis the
historical experience and the size and complexities involved for development of property to make them available
for intended use.
420Incremental borrowing rate
The initial recognition of lease liabilities at present value requires the identification of an appropriate discount rate.
The Group has determined the incremental borrowing rate based on considerations specific to the leases by taking
consideration of the risk free borrowing rates as adjusted for country / Group specific risk premiums (basis the
readily available data points). The Group is considering fixed deposit rates as appropriate discount rates to get fair
value of financials assets.
Key sources of estimation uncertainty
Taxes
Deferred tax assets are recognised for the unused tax losses for which there is probability of utilisation against the
future taxable profit. Significant management judgement is required to determine the amount of deferred tax assets
that can be recognised, based upon the likely timing and the level of future taxable profits, future tax planning
strategies and recent business performances and developments (Refer note 11 of Restated Consolidated Financial
Information).
Useful life of property, plant and equipment
As described at note 2.12.1 of Restated Consolidated Financial Information, the Group reviews the estimated useful
lives of PPE at the end of each reporting year. After considering market conditions, industry practice, technological
developments and other factors, the Group determined that the current useful lives of its PPE remain appropriate.
Uncertainties in these estimate relate to technical and economic obsolescence that may change the utility of assets.
Segment reporting
The Group’s primary business segment involves developing and licensing fully serviced office spaces in business
centres. Refer Note 45 of Restated Consolidated Financial Information for principal activity of wholly-owned
subsidiaries. The Board of Directors of the Parent Company, which has been identified as being the Chief Operating
Decision Maker (CODM), evaluates the Group Performance, allocate resources based on the analysis of the various
performance indicator of the Group as a single unit of coworking spaces. Therefore, there are no separate reportable
business segments as per Ind AS 108- “Operating Segments”. The Group does not have any single external
customer contributing to 10% or more of the group's revenue.
Principal components of Income and Expenses
We report our income and expenditure in the following manner:
Total income
Our total income comprises revenue from operations and other income.
Revenue from operations
Our revenue from operations comprises revenue from lease rentals, revenue from ancillary services, revenue from
software fees and revenue from design and fitout service. Revenue from lease rentals represents revenue generated
from rental income received from Clients for managing workspaces which are configured to their specific
requirements. Revenue from ancillary services represents revenue generated from services such as meeting room
charges, one-time setup costs, parking charges, internet fees, electricity charges, etc. Revenue from design and
fitout service represents revenue from designing modern and aesthetically pleasing workspaces using our in-house
strong design team, extensive design library and wide network of vendors.
421The following table shows a breakdown of our revenue from operations for the Fiscals indicated:
As a As a As a
percentage percentage percentage
of revenue of revenue of revenue
Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue from operations from from from
(in ₹ million) (in ₹ million) (in ₹ million)
operations operations operations
for Fiscal for Fiscal for Fiscal
2025 (%) 2024 (%) 2023 (%)
Revenue from lease rentals 12,892.73 93.83 9,970.62 95.93 6,874.59 96.64
Revenue from ancillary 488.79 3.56 419.92 4.04 239.33 3.36
services
Revenue from software fees 12.00 0.09 3.10 0.03 - -
Revenue from design and 347.04 2.53 - - - -
fitout service
Total revenue from 13,740.56 100.00 10,393.64 100.00 7,113.92 100.00
operations
Other income
Other income primarily comprises of interest income on fair valuation of security deposits, interest income on
bank deposits and others, income from delay in handover of property, income from reimbursement of fit-out costs
incurred, and income from scrap sales. Other gain and losses comprise of interest income on income tax refund,
liability/provision no longer required written back, gain on lease termination/reassessment, COVID-19 related
rent concessions, profit on sale of property, plant & equipment and others.
The following table shows a breakdown of our other income for the Fiscals indicated:
(in ₹ million)
During Fiscals
Particulars
2025 2024 2023
Interest income earned on financial assets that are measured
at amortized cost
- Security deposits 255.86 286.64 144.57
- Interest income on bank deposits 28.64 75.03 56.31
- Others 0.24 0.16 0.09
Income from reimbursement of fitout 17.60 17.64 4.87
Income from scrap sales 12.15 25.44 2.42
Other gain and losses
- Interest income on income tax refund 25.00 0.07 11.27
- Liability/provision no longer required written back - 14.32 36.34
- Gain on lease termination/reassessment - 310.86 68.89
- Gain on fair valuation of investment in mutual fund 7.21 4.28 -
Gain on sale of mutual fund units 7.15 - -
- Profit on sale of property, plant & equipment 1.02 - 1.42
- Others 1.26 3.02 0.60
Total other income 356.13 737.46 326.78
For further details, see “- Critical accounting policies and significant judgments and estimates – C. Leases” on
page 412.
Expenses
Our total expenses comprise of operating expenses, employee benefits expenses, finance costs, depreciation and
amortization expenses and other expenses.
Operating expenses. Our operating expenses primarily comprise of housekeeping, security, support services,
plantation and pest control, electricity and water charges, building maintenance, equipment and asset hire charges,
commission and brokerage, communication expenses, rent expenses, subcontracting costs, freight and
transportation and parking charges.
422Employee benefit expenses. Our employee benefit expenses primarily comprise of salaries and wages, contribution
to provident fund and other funds, gratuity expenses, share based payment expense and staff welfare expenses.
Finance costs. Our finance costs primarily comprise of interest expenses on lease liabilities, borrowings and
financial liabilities and other finance costs such as interest on asset retirement obligations and others.
Depreciation and amortization expense. Our depreciation and amortization expenses comprise of depreciation on
property, plant and equipment, depreciation of right-of-use assets and amortization of intangible assets.
Other expenses. Our other expenses comprise of business development expenses, legal and professional charges,
travelling expenses, postage and stationery, consultancy expenses, property plant and equipment written off, rates
and taxes, allowance for doubtful debts and advances, provision for contingencies, information technology
expenses, insurance charges, loss on sale of property, plant & equipment and other miscellaneous expenses. For
further details, see “- Principal Factors Affecting Our Financial Condition and Results of Operations” on page
403.
The following table shows a breakdown of our expenses for the Fiscals indicated:
(in ₹ million)
For Fiscals
Expenses
2025 2024 2023
Operating expenses* 4,160.34 3,029.41 2,200.24
Employee benefit expense 653.69 496.08 408.37
Finance costs 3,363.38 3,283.18 2,366.56
Depreciation and amortization expenses 6,359.98 4,727.20 3,562.46
Other expenses 353.89 271.45 265.33
Total expenses 14,891.28 11,807.32 8,802.96
* Operating expenses include commission and brokerage expenses.
Other comprehensive income
Other comprehensive income / (loss) comprises re-measurement of the defined benefit plans, net gain due to
foreign currency translation differences and tax related to these items.
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 Fiscals:
(in ₹ million)
For Fiscals
2025 2024 2023
Particulars
(% of total (% of total (% of total
(in ₹ million) (in ₹ million) (in ₹ million)
income) income) income)
Income
Revenue from operations 13,740.56 97.47 10,393.64 93.37 7,113.92 95.61
Other income 356.13 2.53 737.46 6.63 326.78 4.39
Total income 14,096.69 100.00 11,131.10 100.00 7,440.70 100.00
Expenses
Operating expenses 4,160.34 29.51 3,029.41 27.22 2,200.24 29.57
Employee benefits expense 653.69 4.64 496.08 4.46 408.37 5.49
Finance costs 3,363.38 23.86 3,283.18 29.50 2,366.56 31.81
Depreciation and amortisation 6,359.98 45.12 4,727.20 42.47 3,562.46 47.88
expense
Other expenses 353.89 2.51 271.45 2.44 265.33 3.57
Total expenses 14,891.28 105.64 11,807.32 106.08 8,802.96 118.31
Restated loss before tax (794.59) (5.64) (676.22) (6.08) (1,362.26) (18.31)
Tax expense/(credit)
Current tax 0.96 0.01 - - - -
Deferred tax (163.76) (1.16) (176.65) (1.59) (351.80) (4.73)
Total tax credit (162.80) (1.15) (176.65) (1.59) (351.80) (4.73)
Restated loss for the year (631.79) (4.48) (499.57) (4.49) (1,010.46) (13.58)
Restated other comprehensive
income/ (loss)
423For Fiscals
2025 2024 2023
Particulars
(% of total (% of total (% of total
(in ₹ million) (in ₹ million) (in ₹ million)
income) income) income)
- Net gain due to foreign 3.68 0.03 - - - --
currency translation
differences
- Re-measurement of the (0.47) 0.00 1.73 0.02 0.35 0.00
defined benefit plan
- Tax related to above item 0.12 (0.00) (0.49) (0.00) (0.09) (0.00)
Restated total other 3.33 0.02 1.24 0.01 0.26 0.00
comprehensive income/ (loss)
for the year (net of tax)
Restated total comprehensive (628.46) (4.46) (498.33) (4.48) (1,010.20) (13.58)
loss for the year
Fiscal 2025 compared to Fiscal 2024
Total income
Our total income comprises of revenue from operations and other income. Total income increased by 26.64% to
₹ 14,096.69 million for Fiscal 2025 from ₹ 11,131.10 million for Fiscal 2024. This increase was primarily due to
an increase in revenue from operations which was partially off-set by a decrease in other income. The increase in
revenue from operation was primarily driven by an increase in revenue from lease rentals.
Revenue from operations. Our revenue from operations increased by 32.20% to ₹ 13,740.56 million for Fiscal
2025 from ₹ 10,393.64 million for Fiscal 2024. This increase was primarily due to an increase in revenue from
lease rentals. This increase in revenue from lease rentals of 29.31% to ₹ 12,892.73 million during Fiscal 2025
from ₹ 9,970.62 million for Fiscal 2024, was primarily due to:
Increase in Capacity Seats: Our SBA increased to 8.99 million square feet across 50 Centres (includes SBA of
0.18 million square feet of one Centre which was yet to be handed over by the Landlord and SBA of 0.72 million
square feet of three Fit-outs Centres as of March 31, 2025), as of March 31, 2025, from 8.00 million square feet
across 41 Centres as of March 31, 2024 (including SBA of 0.18 million square feet in one Fit-outs Centre and
SBA of 0.61 million square feet in one Centre yet to be handed over by the Landlord). As a result, our Capacity
Seats increased to 203,118 Seats, as of March 31, 2025, from 182,228 Seats, as of March 31, 2024.
Increase in Occupancy Rate:
i. Increase in Occupancy Rate to 83.12% in Fiscal 2025 (excludes three Fit-outs Centre and one Centre yet
to be handed over) from 79.77% in Fiscal 2024 (excludes one Fit-outs Centre and one Centre yet to be
handed over) across existing and new Clients, resulting in increased total number of Occupied Seats to
152,619 Seats as of March 31, 2025, from 130,047 Seats as of March 31, 2024.
ii. Increase in our Seats Retained to 41,050 Seats during Fiscal 2025, from 28,336 Seats during Fiscal 2024.
iii. Increase in Rental Revenue from Clients with more than 300 Seats to ₹ 8,133.62 million during Fiscal
2025, a growth of 37.39% over Fiscal 2024, demonstrating continued success in catering to the evolving
needs of Enterprise Clients.
iv. Increase in revenue contribution of Rental Revenue of multi-city Clients by 35.20% to ₹ 4,090.42 million
for Fiscal 2025 from ₹ 3,025.40 million for Fiscal 2024.
Our revenue from ancillary services also increased by 16.40% to ₹ 488.79 million for Fiscal 2025 from ₹ 419.92
million for Fiscal 2024, primarily due to increase in Occupancy Rate at our Centres resulting in higher usage of
ancillary services offered. For further details in relation to our product offerings, see “Our Business” on page 248.
We have introduced design and fitout service as a new revenue stream in Fiscal 2025 leveraging our in-house
design team, design library and network of vendors. Our revenue from design and fitout service was ₹ 347.04
million during Fiscal 2025.
424We had introduced software fees services as a new revenue stream in Fiscal 2024, primarily due to increasing
focus of our business on expertise in software selection, implementation, and integration, driving demand for
advisory services. Our revenue from software fees services increased by 287.10% to ₹ 12.00 million in Fiscal
2025 from ₹ 3.10 million in Fiscal 2024.
Other income. Our other income decreased by 51.71% to ₹ 356.13 million for Fiscal 2025 from ₹ 737.46 million
for Fiscal 2024, primarily due to:
i. decrease in gain on lease termination/reassessment by 100% to ₹ Nil for Fiscal 2025 from ₹ 310.86
million for Fiscal 2024. For further details in relation to the gain on lease termination/reassessment, see
“Restated Consolidated Financial Information - Note 5.4 – Right-of-use Assets” on page 359;
ii. decrease in interest income on bank deposits by 61.83% to ₹ 28.64 million for Fiscal 2025 from ₹ 75.03
million for Fiscal 2024.
Total Expenses
Our total expenses increased by 26.12% to ₹ 14,891.28 million in Fiscal 2025 from ₹ 11,807.32 million in Fiscal
2024.
Operating expenses. Our operating expenses increased by 37.33% to ₹ 4,160.34 million for Fiscal 2025 from ₹
3,029.41 million for Fiscal 2024, primarily due to:
i. increase in electricity and water charges which increased by 26.73% to ₹ 1,191.32 million for Fiscal 2025
from ₹ 940.01 million for Fiscal 2024 and increase in housekeeping, security, support service, plantation
and pest control by 27.94% to ₹ 998.14 million for Fiscal 2025 from ₹ 780.15 million in Fiscal 2024.
This increase was primarily attributable to an increase in the number of Operational Centres and higher
Occupancy Rate leading to a higher utilization of electricity;
ii. an increase in building maintenance charges by 20.25% to ₹ 835.06 million for Fiscal 2025 from ₹ 694.44
million for Fiscal 2024. This increase was primarily due to expansion of our operations in terms of Centre
SBA of 8.99 million square feet (including SBA of 0.18 million square feet of one Centre yet to be
handed over by the Landlord and SBA of 0.72 million square feet of three Fit-outs Centres) as on March
31, 2025, from SBA of 8.00 million square feet as on March 31, 2024 (including SBA of 0.61 million
square feet of one Centre yet to be handed over by the Landlord and SBA of 0.18 million square feet of
one Fit-outs Centre);
iii. increase in our commission and brokerage expenses by 16.85% to ₹ 407.31 million for Fiscal 2025 from
₹ 348.59 million for Fiscal 2024. This increase was primarily on account of increase in number of Clients
to 738 as on March 31, 2025 from 603 as on March 31, 2024. We have been able to maintain commission
and brokerage expenses under 4.00% of revenue from lease rentals during Fiscals 2024 and 2025.
iv. subcontracting costs were ₹ 283.55 million for Fiscal 2025. This expense was primarily incurred on
account of the new revenue stream of design and fitout service introduced in Fiscal 2025.
Employee benefit expenses. Our employee benefits expenses increased by 31.77% to ₹ 653.69 million for Fiscal
2025 from ₹ 496.08 million for Fiscal 2024, primarily due to increase in salaries and wages by 23.83% to ₹ 557.27
million for Fiscal 2025 from ₹ 450.02 million for Fiscal 2024 which was primarily attributable to an increase in
the number of employees to 794 as on March 31, 2025, from 651 as on March 31, 2024.
Finance costs. Our finance costs increased by 2.44% to ₹ 3,363.38 million for Fiscal 2025 from ₹ 3,283.18 million
for Fiscal 2024, primarily due to:
i. increase in the interest expense on lease liabilities by 11.71% to ₹ 2,790.52 million for Fiscal 2025 from
₹ 2,498.10 million for Fiscal 2024. This increase was primarily attributable to increase in SBA to 8.99
million square feet as of March 31, 2025 (including SBA of 0.18 million square feet of one Centre yet to
be handed over by the Landlord and SBA of 0.72 million square feet of three Fit-outs Centres) from 8.00
million square feet as of March 31, 2024 (including SBA of 0.61 million square feet of one Centre yet to
be handed over by the Landlord and SBA of 0.18 million square feet of one Fit-outs Centres).
425ii. decrease in the interest on borrowings by 26.19% to ₹ 395.93 million for Fiscal 2025 from ₹ 536.43
million for Fiscal 2024. This decrease was primarily attributable to a decrease in net debt to ₹ 2,992.51
million for Fiscal 2025 from ₹ 3,270.59 million for Fiscal 2024.
Depreciation and amortization expense. Our depreciation and amortization expense increased by 34.54% to ₹
6,359.98 million for Fiscal 2025 from ₹ 4,727.20 million for Fiscal 2024, primarily due to:
i. increase in depreciation of property, plant, and equipment by 18.43% to ₹ 1,801.73 million for Fiscal
2025 from ₹ 1,521.32 million for Fiscal 2024. This increase was due to increase in property, plant and
equipment to ₹ 11,379.92 million as on 31 March 2025 from ₹ 9,638.61 million as on 31 March 2024;
and
ii. increase in the depreciation of right-of-use assets by 42.08% to ₹ 4,526.83 million for Fiscal 2025 from
₹ 3,186.14 million for Fiscal 2024. This increase was due to additions in right-of-use assets amounting
to ₹ 7,761.30 million for Fiscal 2025. The increase in right-of-use assets and increase in property, plant
and equipment was primarily attributable to expansion of our Centres and our SBA.
Other expenses. Our other expenses increased by 30.37% to ₹ 353.89 million for Fiscal 2025 from ₹ 271.45
million for Fiscal 2024, primarily due to an increase in Provision for customer claims to ₹ 33.22 million during
Fiscal 2025 which was Nil in Fiscal 2024 and increase in Information Technology expenses to ₹ 54.00 million
during Fiscal 2025 from ₹ 27.80 million during Fiscal 2024.
Restated loss for the year
For the reasons discussed above, since our total income was ₹ 14,096.69 million and ₹ 11,131.10 million and our
total expenses were ₹ 14,891.28 million and ₹ 11,807.32 million for Fiscals 2025 and 2024, respectively, the
restated loss for the year increased by 26.47% to ₹ 631.79 million for Fiscal 2025 from ₹ 499.57 million for Fiscal
2024, and our net profit ratio^ increased to (4.60)% for Fiscal 2025 from (4.81)% for Fiscal 2024. For a detailed
explanation for increase in our total income and total expenses, please see “- Fiscal 2025 compared to Fiscal
2024- Total income” and “- Fiscal 2025 compared to Fiscal 2024- Total Expenses” on pages 424 and 425,
respectively.
^ Basis the Restated Consolidated Financial Information, the net profit ratio has been computed by dividing the restated loss for the year by
the Revenue from Operations for the year.
Restated total other comprehensive income/ (loss)
Our other comprehensive income was ₹ 3.33 million for Fiscal 2025 as compared to ₹ 1.24 million for Fiscal 2024
which was primarily attributable to an increase in net gain due to foreign currency translation differences to ₹ 3.68
million for Fiscal 2025 from ₹ Nil for Fiscal 2024.
Fiscal 2024 compared to Fiscal 2023
Total income
Our total income comprises of revenue from operations and other income. Total income increased by 49.60% to
₹ 11,131.10 million for Fiscal 2024 from ₹ 7,440.70 million for Fiscal 2023. This increase was primarily due to
an increase in revenue from operations, which was primarily driven by an increase in revenue from lease rentals.
Revenue from operations. Our revenue from operations increased by 46.10% to ₹ 10,393.64 million for Fiscal 2024
from ₹ 7,113.92 million for Fiscal 2023. This increase was primarily due to an increase in revenue from lease
rentals. This increase in revenue from lease rentals of 45.04% to ₹ 9,970.62 million during Fiscal 2024 from ₹
6,874.59 million for Fiscal 2023, was primarily due to:
Increase in Capacity Seats: Our SBA increased to 8.00 million square feet across 41 Centres (including Fit-outs
Centres and Centres yet to be handed over), as of March 31, 2024, from 6.16 million square feet across 39 Centres
as of March 31, 2023. As a result our Capacity Seats increased to 182,228 Seats, as of March 31, 2024, from
137,564 Seats, as of March 31, 2023.
426Increase in Occupancy Rate:
(i) Increase in Occupancy Rate to 79.77% in Fiscal 2024 (excludes Fit-outs Centre and Centre yet to be
handed over) from 76.74% in Fiscal 2023 across existing and new Clients, resulting in increased total
number of Occupied Seats to 130,047 Seats as of March 31, 2024, from 105,568 Seats as of March 31,
2023.
(ii) Increase in our Seats Retained to 28,336 Seats during Fiscal 2024, from 27,999 Seats during Fiscal 2023.
(iii) Increase in Rental Revenue from Clients with more than 300 Seats to ₹ 5,920.02 million during Fiscal
2024 from ₹ 3,711.56 million during Fiscal 2023.
(iv) Increase in revenue contribution of Rental Revenue of multi-city Clients by 37.33% to ₹ 3,025.40 million
for Fiscal 2024 from ₹ 2,203.05 million for Fiscal 2023.
Our revenue from ancillary services also increased by 75.46% to ₹ 419.92 million for Fiscal 2024 from ₹ 239.33
million for Fiscal 2023, primarily due to increase in Occupancy Rate at our Centres resulting in higher usage of
ancillary services offered. For further details in relation to our product offerings, see “Our Business” on page 248.
We introduced software fees services as a new revenue stream in Fiscal 2024, primarily due to increasing focus
of our business on expertise in software selection, implementation, and integration, driving demand for advisory
services. Our revenue from software fees services was ₹ 3.10 million for Fiscal 2024.
Other income. Our other income increased by 125.67% to ₹ 737.46 million for Fiscal 2024 from ₹ 326.78 million
for Fiscal 2023, primarily due to:
(i) increase in interest on security deposits by 98.27% to ₹ 286.64 million for Fiscal 2024 from ₹ 144.57
million for Fiscal 2023; and
(ii) increase in gain on lease termination/reassessment by 351.24% to ₹ 310.86 million for Fiscal 2024 from
₹ 68.89 million for Fiscal 2023. For further details in relation to the gain on lease
termination/reassessment, see “Restated Consolidated Financial Information - Note 5 – Right-of-use
Assets” on page 359.
Total Expenses
Our total expenses increased by 34.13% to ₹ 11,807.32 million in Fiscal 2024 from ₹ 8,802.96 million in Fiscal
2023.
Operating expenses. Our operating expenses increased by 37.69% to ₹ 3,029.41 million for Fiscal 2024 from ₹
2,200.24 million for Fiscal 2023, primarily due to:
(i) increase in electricity and water charges which increased by 51.56% to ₹ 940.01 million for Fiscal 2024
from ₹ 620.22 million for Fiscal 2023. This increase was primarily attributable to an increase in the
number of Centres and higher Occupancy Rate leading to a higher utilization of electricity;
(ii) an increase in building maintenance charges by 49.63% to ₹ 694.44 million for Fiscal 2024 from ₹ 464.11
million for Fiscal 2023. This increase was primarily due to expansion of our operations in terms of Centre
SBA of 8.00 million square feet (which includes SBA of 0.79 million square feet of one Centre yet to be
handed over and one Fit-outs Centre) as on March 31, 2024, from SBA of 6.16 million square feet as on
March 31, 2023; and
(iii) increase in our commission and brokerage expenses by 27.40% to ₹ 348.59 million for Fiscal 2024 from
₹ 273.61 million for Fiscal 2023. This increase was primarily on account of increase in number of Clients
to 603 in March 31, 2024 from 521 in March 31, 2023. We have been able to maintain commission and
brokerage expenses under 4.00% of revenue from lease rentals for Fiscals 2023 and 2024.
Employee benefit expenses. Our employee benefits expenses increased by 21.48% to ₹ 496.08 million for Fiscal
2024 from ₹ 408.37 million for Fiscal 2023, primarily due to increase in salaries and wages by 19.35% to ₹ 450.02
million for Fiscal 2024 from ₹ 377.06 million for Fiscal 2023 which was primarily attributable to an increase in
427the number of employees to 651 as on March 31, 2024, from 564 as on March 31, 2023.
Finance costs. Our finance costs increased by 38.73% to ₹ 3,283.18 million for Fiscal 2024 from ₹ 2,366.56
million for Fiscal 2023, primarily due to:
(i) increase in the interest expense on lease liabilities by 26.78% to ₹ 2,498.10 million for Fiscal 2024 from
₹ 1,970.39 million for Fiscal 2023. This increase was primarily attributable to increase in SBA from 6.16
million square feet as of March 31, 2023, to SBA of 8.00 million square feet as of March 31, 2024 (which
includes one Fit-outs Centre and one centre yet to be handed over).
(ii) increase in the interest on borrowings by 94.90% to ₹ 536.43 million for Fiscal 2024 from ₹ 275.23
million for Fiscal 2023. This increase was primarily attributable to an increase in net debt to ₹ 3,270.59
million for Fiscal 2024 from ₹ 2,740.47 million for Fiscal 2023.
Depreciation and amortization expense. Our depreciation and amortization expense increased by 32.69% to ₹
4,727.20 million for Fiscal 2024 from ₹ 3,562.46 million for Fiscal 2023, primarily due to:
(i) increase in depreciation of property, plant, and equipment by 76.10% to ₹ 1,521.32 million for Fiscal
2024 from ₹ 863.90 million for Fiscal 2023. This increase was due to increase in property, plant and
equipment from ₹ 8,292.88 million as on 31 March 2023 to ₹ 9,638.61 million as on 31 March 2024; and
(ii) increase in the depreciation of right-of-use assets by 18.22% to ₹ 3,186.14 million for Fiscal 2024 from
₹ 2,695.02 million for Fiscal 2023. This increase was due to additions in right-of-use assets amounting
to ₹ 4,339.02 million for Fiscal 2024. The increase in right-of-use assets and increase in property, plant
and equipment was primarily attributable to expansion of our Centres and footprints.
Other expenses. Our other expenses increased by 2.31% to ₹ 271.45 million for Fiscal 2024 from ₹ 265.33 million
for Fiscal 2023, primarily due to an increase in legal and professional charges to ₹ 62.51 million during Fiscal
2024 from ₹ 38.29 million in Fiscal 2023.
Restated loss for the year
For the reasons discussed above, since our total income was ₹ 11,131.10 million and ₹ 7,440.70 million and our
total expenses were ₹ 11,807.32 and ₹ 8,802.96 million for Fiscals 2024 and 2023, respectively, the restated loss
for the year decreased by 50.56% to ₹ 499.57 million for Fiscal 2024 from ₹ 1,010.46 million for Fiscal 2023 and
our net profit ratio^ increased to (4.81)% for Fiscal 2024 from (14.20)% for Fiscal 2023. For a detailed explanation
for increase in our total income and total expenses, please see “- Fiscal 2024 compared to Fiscal 2023- Total
income” and “- Fiscal 2024 compared to Fiscal 2023- Total Expenses” on pages 426 and 427, respectively.
^ Basis the Restated Consolidated Financial Information, the net profit ratio has been computed by dividing the restated loss for the year by
the Revenue from Operations for the year.
Restated total other comprehensive income/ (loss)
Our other comprehensive income was ₹ 1.24 million for Fiscal 2024 as compared to ₹ 0.26 million for Fiscal 2023
which was primarily attributable to an increase in re-measurements of the defined benefit plans to ₹ 1.73 million
for Fiscal 2024 from ₹ 0.35 million for Fiscal 2023.
Cash Flows
The following table sets forth our cash flows and cash and cash equivalents for the Fiscals indicated:
(in ₹ million)
Fiscals
Particulars
2025 2024 2023
Net cash generated from operating activities 9,285.16 7,433.00 5,318.32
Net cash used in investing activities (2,760.77) (1921.59) (3,066.30)
Net cash used in financing activities (6,377.07) (5,771.80) (1,705.81)
Net increase / (decrease) in cash and cash equivalents 147.32 (260.39) 546.21
Cash and cash equivalents at the beginning of the year (36.75) 223.64 (322.57)
Cash and cash equivalents at the end of the year 110.57 (36.75) 223.64
428Operating activities
Net cash generated from operating activities aggregated to ₹ 9,285.16 million for Fiscal 2025 while our
operating cash flow before working capital changes was ₹ 8,634.70 million. Our restated loss before tax of ₹
794.59 million for Fiscal 2025, was primarily adjusted for depreciation and amortization expenses of ₹ 6,359.98
million and finance cost of ₹ 3,363.38 million. Our changes in working capital for Fiscal 2025 primarily consisted
of an increase in other financial and non-financial liabilities of ₹ 1,051.09 million and was offset by a decrease in
trade receivables of ₹ 113.29 million and trade payables of ₹ 39.07 million.
Net cash generated from operating activities aggregated to ₹ 7,433.00 million for Fiscal 2024 while our
operating cash flow before working capital changes was ₹ 6,616.73 million. Our restated loss before tax of ₹
676.22 million for Fiscal 2024, primarily adjusted for depreciation and amortization expenses of ₹ 4,727.20
million and finance cost of ₹ 3,283.18 million. Our changes in working capital for Fiscal 2024 primarily consisted
of an increase in trade payables of ₹ 204.90 million and increase in other financial and non-financial liabilities of
₹ 1,131.29 million and was offset by a decrease in other financial and non-financial assets of ₹ 321.19 million.
Net cash from operating activities aggregated to ₹ 5,318.32 million for Fiscal 2023 while our operating cash flow
before working capital changes was ₹ 4,095.43 million. Our restated loss before tax of ₹ 1,362.26 million which
was adjusted primarily for depreciation and amortization expense of ₹ 3,562.46 million and finance cost of ₹
2,366.56 million. Our changes in working capital for Fiscal 2023 primarily consisted of increase in trade payables
of ₹ 589.70 million and an increase in other financial and non-financial liabilities of 1,538.64 million and was
offset by a decrease in other financial and non-financial assets of ₹ 829.04 million.
Investing activities
Net cash used in investing activities aggregated to ₹ 2,760.77 million for Fisal 2025 primarily due to ₹ 2,910.44
million used for purchase of property, plant, and equipment, intangible assets and capital work-in-progress, ₹
1,615.01 million used for investments in mutual funds, ₹ 1,648.93 million generated from sale of mutual fund
units and ₹ 98.34 million generated from bank deposits not considered as cash and cash equivalents.
Net cash used in investing activities aggregated to ₹ 1,921.59 million for Fiscal 2024, primarily due to ₹ 2,663.42
million used for purchase of property, plant, and equipment, intangible assets and capital work-in-progress, ₹
31.84 million generated from sale of property plant and equipment (including sale and lease-back) and ₹ 739.66
million generated from bank deposits not considered as cash and cash equivalents.
Net cash used in investing activities aggregated to ₹ 3,066.30 million for Fiscal 2023, primarily due to ₹
3,246.16 million used for purchase of property, plant, and equipment, intangible assets and capital work-in-
progress and ₹ 157.53 million used for investments in bank deposits not considered as cash and cash equivalents.
This was partially offset by ₹ 282.61 million generated from sale of property plant and equipment (including sales
and lease back).
Financing activities
Net cash used in financing activities aggregated to ₹ 6,377.07 million for Fiscal 2025 and primarily included
proceeds from long term borrowings of ₹ 1,158.71 million and proceeds from issue of equity shares and share
warrants of ₹ 1,165.50 million and proceeds from issue of cumulative convertible preference shares of ₹ 2.88
million, this was significantly offset by payment of principal portion of lease liabilities of ₹ 4,059.83 million,
repayment of long term borrowings of ₹ 1,465.12 million, interest paid on lease liability of ₹ 2,790.51 million and
interest paid on borrowings of ₹ 416.98 million.
Net cash used in financing activities aggregated to ₹ 5,771.80 million for Fiscal 2024 and primarily included
proceeds from long term borrowings of ₹ 1,575.20 million and proceeds from issue of equity shares and share
warrants of ₹ 355.62 million and proceeds from issue of cumulative convertible preference shares of ₹ 328.12
million, this was significantly offset by payment of principal portion of lease liabilities of ₹ 3,038.23 million,
repayment of long term borrowings of ₹ 1,868.45 million, interest paid on lease liability of ₹ 2,498.10 million and
interest paid on borrowings of ₹ 537.48 million.
Our net cash used in financing activities for Fiscal 2023 was ₹ 1,705.81 million and primarily included proceeds
from long-term borrowings of ₹ 3,718.98 million and proceeds from issue of equity shares and share warrants of
₹ 183.96 million, this was significantly offset by payment of principal portion of lease liabilities of ₹ 1,905.99
429million, repayment of long term borrowings of ₹ 1,145.01 million, repayment of short term borrowings (net) of ₹
267.03 million, interest paid on lease liabilities of ₹ 1,970.39 million. and interest paid on borrowings of ₹ 281.91
million.
Financial indebtedness
The table below sets forth our financial indebtedness with definitive payment terms as of the dates indicated.
These obligations primarily relate to our borrowings.
(in ₹ million)
As of
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Non-current
Secured – at amortised cost
Bonds
Non-convertible bonds 620.93 932.44 1,240.18
From Bank
- Term loan 2,186.49 1,825.18 2,538.02
- Vehicle loan 11.96 13.90 8.10
From NBFC
- Term loan 680.34 1,029.60 203.55
- Vehicle loan 4.28 5.56 6.72
Unsecured – at amortized cost
From related party
-Inter-corporate deposits - - 85.00
Less: current maturities of long term borrowings (1,343.74) (1,409.20) (1,083.28)
Total non-current borrowings 2,160.26 2,397.48 2,998.29
Current
Secured – at amortized cost
-Bank overdraft 386.14 424.35 958.79
-From NBFCs - - 81.03
Vendor financing arrangement 2.27 - -
Unsecured – at amortized cost
-Inter-corporate deposits from related parties - - 15.00
-Inter-corporate deposits from other parties - 17.50 17.50
Vendor financing arrangement 85.29 24.97 -
Current maturities of long-term borrowings
Secured
-Non-convertible bonds 309.41 312.50 312.50
-Term loan (from Banks) 795.37 739.30 684.14
-Term loan (from NBFC) 234.49 353.21 83.33
- Vehicle loan (from Banks) 3.05 2.91 2.15
- Vehicle loan(from NBFC) 1.42 1.28 1.16
Total current borrowings 1,817.44 1,876.02 2,155.60
For further details of financial indebtedness as on April 30, 2025, see “Financial Indebtedness” on page 436.
Liquidity and capital resources
Historically, our primary liquidity requirements have been to finance our working capital and capital expenditure
needs for our operations. We have met these requirements through cash flows from operations, borrowings and
equity infusions from investors. As of March 31, 2025, we had ₹ 496.71 million in cash and cash equivalents, ₹
192.59 million in other bank balances other than cash and cash equivalents and ₹ 424.09 million in other current
financial assets.
Non- GAAP Measures
For reconciliation of non-GAAP measure, see “Other Financial Information” on page 395.
430Contingent liabilities and Commitments
The following table and notes below set forth the principal components of our contingent liabilities and
Commitments as of March 31, 2025, March 31, 2024, and March 31, 2023, as derived from the Restated
Consolidated Financial Information:
(in ₹ million)
As of March 31,
Particulars
2025 2024 2023
Claims against the group not acknowledged as debt:
Income tax matters (net of paid under protest) 1.99 1.45 1.45
Indirect tax matters - 6.80 -
Commitments 252.51 448.06 190.30
(Estimated amount of contracts remaining to be executed on
property, plant and equipment and intangible assets and not
provided for (net of related advances))
Corporate guarantees (Corporate guarantee provided to - - 158.28
third party on behalf of vendors of Group)
Others (Letter of credit and guarantees excluding financial 12.89 15.89 17.89
guarantees)
Apart from the commitments disclosed above, the Group has no financial commitments other than those in regular
business operations.
Capital expenditures
Our historical capital expenditure primarily were addition of property, plant and equipment for purchase of
leasehold improvement, electrical equipment/installations, plant and equipment, furniture and fixtures, office
equipment and computers and data processing units. The capital expenditure is primarily funded through cash
generated from operations, supplemented by borrowings and equity contributions by our shareholders. We expect
our future capital expenditures to comprise primarily of leasehold improvement and Furniture and fixtures. The
details of our capital expenditure are as set forth below, as of the dates indicated:
(in ₹ million)
As on March As on March As on March
Particulars
31, 2025 31, 2024 31, 2023
Purchase of property, plant and equipments, intangible assets and 2,910.44 2,663.42 3,246.16
capital-work-in progress (net of capital advances) (as per restated
consolidated statement of cash flows)
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.
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 for the last three Fiscals, see “Financial Information – Related Party Transactions” on
page 398.
Quantitative and qualitative analysis of market risks
We are exposed to market risks in the ordinary course of business. Market risk is the risk of loss of future earnings
to fair value or to 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 rate, foreign currency exchange rates or
other market changes that affect market risk sensitive instruments. Our market risks include credit risk, liquidity
risk, currency risk and interest rate risk. For further details, see “Risk Factors” on page 39.
Credit risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer
431contract, leading to a financial loss. We are exposed to credit risk mainly with respect to trade receivables,
investment in mutual funds, bank deposits and bank balances.
Trade Receivables
Our trade receivables are typically non-interest bearing and derived from sales made to a large number of
independent customers. As the customer base is widely distributed both economically and geographically, there
is minimal concentration of credit risk. The credit period provided by us to our customers generally ranges from
7 days.
The management performs ongoing assessment of trade receivables for each customer basis the terms and
conditions of each contract to identify the material breach. Facts and circumstances relevant to each customer are
reviewed by the management to assess credit risk. Receivables are credit impaired to the extent unsecured and
there is no convincing evidence establishing collection of consideration in near future.
The gross carrying amount of a financial asset is written off (either partially or in full) to the extent that there is
no realistic prospect of recovery. Where the financial asset has been written-off, the Group continues to engage
in enforcement activity to attempt to recover the receivable due. Where recoveries are made, these are recognised
in the Restated Consolidated Statement of Profit and Loss.
Other financial instruments and bank deposits
The Group’s treasury, in accordance with the board approved policy, maintains its cash and cash equivalents,
deposits and investment in mutual funds with banks, financial and other institutions, having good reputation and
past track record, and high credit rating. Similarly, counter-parties of the Group’s other receivables carry either
no or very minimal credit risk. Further, the Group reviews the creditworthiness of the counter-parties (on the basis
of its ratings, credit spreads and financial strength) of all the above assets on an on-going basis, and if required,
takes necessary mitigation measures.
Liquidity risk
We manage our liquidity risk by maintaining sufficient cash and cash equivalents including bank deposits
and availability of funding through an adequate amount of committed credit facilities, security deposits
from customers to meet the obligations when due. Management monitors rolling forecasts of liquidity
position and cash and cash equivalents on the basis of expected cash flows. In addition, liquidity
management also involves projecting cash flows considering level of liquid assets necessary to meet
obligations by matching the maturity profiles of financial assets & liabilities and monitoring balance sheet
liquidity ratios.
Currency risk
Currency risk is the risk or uncertainty arising from possible currency movements and their impact on the future cash
flows of a business. There are no material currency risk affecting the financial position of the Group as there are no
material transactions in currency other than functional currency of the Group.
Interest risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of
changes in market interest rates. The Group’s fixed rate borrowings are carried at amortised cost. They are therefore not
subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will
fluctuate because of a change in market interest rates. The Group manages its interest rate risk by having a balanced
portfolio of fixed and variable rate loans and borrowings keeping in view of current market scenario.
Interest rate risk exposure
Our floating rate borrowing is subject to interest rate fluctuations. Below is the overall exposure of the borrowing
(undiscounted):
(in ₹ million)
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Floating rate borrowings 3,865.87 4,105.80 4,982.79
432Fixed rate borrowings 130.68 191.59 213.54
Sensitivity:
Profit or loss is sensitive to higher/ lower interest expense from floating rate borrowings as a result of changes in
interest rates (for complete year on closing balance):
(in ₹ million)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Increase by 1% 38.66 41.06 49.83
Decrease by 1% (38.66) (41.06) (49.83)
Price Risk
Our exposure to price risk arises from investments held and classified as at fair value through profit and loss. To
manage the price risk arising from investments in mutual funds, we diversify our portfolio of assets.
Sensitivity analysis:
Profit or loss is sensitive to higher/ lower prices of instruments classified as FVTPL on the Group’s profit for the
periods (for complete year on closing balance):
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Increase by 5% 5.48 5.64 -
Decrease by 5% (5.48) (5.64) -
Unusual or infrequent events or transactions
Except as described in this Prospectus, there have been no other events or transactions that may be described as
‘unusual’ or ‘infrequent’ and may affect our business operations or future financial performance.
Auditor qualifications and emphasis of matter
No qualifications have been included in in the audit report of our Statutory Auditor on the audited consolidated
financial statements of our Company for Fiscals 2025 and 2024.
i. For the year ended March 31, 2023:
Basis for Qualified opinion
“With respect to the Parent, according to the information and explanations given to us and based on our
audit, the following material weakness has been identified in the Parent’s internal financial controls with
reference to consolidated financial statements as at March 31, 2023:
The Parent did not have an appropriate internal control with reference to consolidated financial statement
for property, plant and equipment with regard to (a) identification and recording of assets discarded on
account of properties vacated by the Company and termination of lease by customers and (b) determining
and recording the discrepancies in individual items of assets between property, plant and equipment
register and physical verification report. This could potentially result in material misstatements in the
Company’s property, plant and equipment, depreciation and other expense account balances.
A ‘material weakness’ is a deficiency, or a combination of deficiencies, in internal financial control with
reference to consolidated financial statements, such that there is a reasonable possibility that a material
misstatement of the company's annual or interim financial statements will not be prevented or detected on
a timely basis.”
Company Response:
“The Company has a policy of conducting physical verification with regards to 1/3rd of the total centres
every year which is commensurate with the size and nature of the company. The Company will endeavour
a more frequent physical verification to further mitigate the risk of the reconciliation gap with respect to
physical and recorded assets. For the properties vacated by the company, the assets discarded are written
433off during the year and for the client vacated leases, the majority of the assets are used by the new client
moving in at that space.”
Known trends or uncertainties
Our business has been affected and we expect will continue to be affected by the trends identified above in “-
Principal factors affecting our financial condition and results of operations” and the uncertainties described in
the section titled “Risk Factors” on page 39.
Future relationship between cost and revenue
Other than as described in “Risk Factors” on page 39 and this section, there are no known factors that might affect
the future relationship between cost and revenue.
Competitive conditions
We operate in a competitive environment. Please refer to “Risk Factors” and “Industry Overview” on pages 39
and 188, 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, “-Fiscal 2025 compared to Fiscal 2024” and “-
Fiscal 2024 compared to Fiscal 2023” on pages 424 and 426, respectively.
Significant dependence on single or few customers
We follow a diversification strategy by typically not leasing more than 30% space in any Centre (for Centres with
more than 0.15 million square feet) to a single Client.
The table below outlines the contribution to our revenue from lease rentals of our top Clients for the Fiscals
indicated:
For Fiscals
2025 2024 2023
Client
(as a % of revenue from (as a % of revenue from (as a % of revenue from
lease rentals) lease rentals) lease rentals)
Top Client 4.41% 2.71% 2.48%
Top three Clients 9.14% 7.01% 6.66%
Top five Clients 12.52% 10.28% 10.51%
Note: The top Client, the top three Clients and the top five Clients for Fiscals 2025, 2024 and 2023 may refer to different Clients for each of
the respective Fiscals.
New products or business segments
Except as disclosed in “Our Business” on page 248, 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
Except as set out in this Prospectus, to our knowledge, no circumstances have arisen since the date of the last
financial statements as disclosed in this Prospectus which materially or adversely affect or are likely to affect, our
operations or profitability, or the value of our assets or our ability to pay our material liabilities within the next 12
months.
Recent accounting pronouncements
434As on the date of this Prospectus, there are no recent accounting pronouncements, which, we believe, would have
a material effect on our financial condition or results of operations.
435FINANCIAL INDEBTEDNESS
Our Company and Subsidiaries avail credit facilities in the ordinary course of business.
Our Board is empowered to borrow money in accordance with Sections 179 and 180 of the Companies Act and
our Articles of Association. For details regarding the borrowing powers of our Board, see “Our Management -
Borrowing Powers” on page 314.
The details of aggregate outstanding borrowings of our Company as on April 30, 2025, is set forth below:
(in ₹ million, unless otherwise stated)
Sanctioned amount as on April Outstanding amount as on April 30
Category of borrowing
30, 2025 2025^**
Secured
Term loans*** 5,451.60 2,819.96
Working capital facilities 820.83 291.24
Bank guarantees# 12.89 -
Non-convertible bonds 1,250.00 598.96
Vehicle loans 23.07 15.88
Total (A) 7,558.39 3,726.04
Unsecured
Vendor financing 100.00 93.63
Total (B) 100.00 93.63
Total (A+B) 7,658.39 3,819.67
*As certified by Ray & Ray, Chartered Accountants (firm registration number: 301072E), pursuant to their certificate dated July 4, 2025.
^Excluding impact of Ind AS adjustments and effective interest rates.
** These figures represent the principal amount outstanding as of April 30, 2025
*** These figures include secured vendor financing.
Note: Due to consolidation of our financial statements, inter-corporate deposits taken by four of our Subsidiaries from our Company,
(outstanding amount for such inter-corporate deposits as on March 31, 2025 being ₹ 235.07 million), is not getting reflected in the table
above.
#These bank guarantees are reflected under contingent liability and commitment as shown in the Restated Consolidated Financial Information.
For further details of aggregate outstanding borrowings of our Company as on March 31, 2025, see “Restated
Consolidated Financial Information – Note 19 - Borrowings” on page 372.
[Remainder of this page intentionally left blank]
436Details of aggregate borrowings of our Company during the last three Fiscals are as follows*:
(₹ in million)
Opening
Total Amount Closing
balance
addition of repaid balance
as of the
Sanctioned borrowings during as of the
Fiscal Name of lender Nature of borrowing Date of sanction beginning
amount during the the end of the
of the
respective respective respective
respective
Fiscal Fiscal Fiscal
Fiscal
Fiscal Indian Bank Term loan January 22, 2025 350.00 - 350.00 11.67 338.33
2025 Kotak Mahindra Bank Limited Term loan and overdraft facility December 31, 2024 400.00 - 399.90 14.05 385.85
DBS Bank India Limited Vendor financing arrangement January 20, 2025 350.00 - 2.27 - 2.27
HDFC Bank Limited Term loan August 28, 2024 500.00 - 405.20 26.97 378.23
ICICI Bank Limited Vehicle loan September 19, 2024 2.29 - 2.29 0.14 2.15
HDFC Bank Limited Term loan February 20, 2024 250.00 250.00 - 49.44 200.56
A Treds Limited Vendor financing arrangement December 12, 2023 100.00 24.97 214.41 154.09 85.29
ICICI Bank Limited Vehicle loan November 16, 2023 10.20 9.83 - 1.74 8.09
DBS Bank India Limited Term loan October 25, 2023 200.00 173.91 - 104.35 69.56
Equentia Financial Service Private Working capital term loan June 30, 2023 200.00 129.65 - 102.78 26.87
Limited
Tata Capital Limited Term loan June 26, 2023 200.00 155.56 - 66.67 88.89
Aditya Birla Finance Limited Term loan June 13, 2023 700.00 627.74 - 100.44 527.30
Blackcherry Commosale Private Inter corporate deposit May 11, 2023 17.50 17.50 - 17.50 -
Limited
Deutsche Investments India Private Non-convertible bonds March 2, 2023 1,250.00 937.50 - 312.50 625.00
Limited (Held in name of Catalyst
Trusteeship Limited)
Indian Bank Term loan February 14, 2023 291.70 226.50 - 72.50 154.00
Indian Bank Term loan February 14, 2023 428.30 342.64 - 86.43 256.21
HDFC Bank Limited Term loan December 22, 2022 50.00 40.15 - 9.32 30.83
BMW India Financial Services Vehicle loan November 30, 2022 6.99 5.56 - 1.28 4.28
Private Limited
DBS Bank India Limited Term loan, vendor financing, working capital loan and October 11, 2022 400.00 222.22 - 133.33 88.89
overdraft facility
Tata Capital Limited Term loan August 10, 2022 250.00 125.00 - 83.33 41.67
ICICI Bank Limited Vehicle loan May 30, 2022 2.38 1.65 - 1.65 -
HDFC Bank Limited Term loan May 10, 2022 350.00 165.65 - 122.12 43.53
437Opening
Total Amount Closing
balance
addition of repaid balance
as of the
Sanctioned borrowings during as of the
Fiscal Name of lender Nature of borrowing Date of sanction beginning
amount during the the end of the
of the
respective respective respective
respective
Fiscal Fiscal Fiscal
Fiscal
HDFC Bank Limited Vehicle loan May 7, 2022 3.59 2.42 - 0.70 1.72
HDFC Bank Limited Term loan September 27, 2021 300.00 184.49 - 58.80 125.69
HDFC Bank Limited Term loan November 29, 2019 350.00 166.98 - 54.91 112.07
HDFC Bank Limited Term loan November 29, 2019 231.70 63.12 - 49.99 13.13
ICICI Bank Limited Overdraft account - - 71.57 148.94 71.57 148.94
ICICI Bank Limited Overdraft account - - 182.77 107.23 182.77 107.23
HDFC Bank Limited Overdraft account - - 158.30 129.97 158.30 129.97
HDFC Bank Limited Overdraft account - - 11.71 - 11.71 -
Fiscal HDFC Bank Limited Term loan February 20, 2024 250.00 - 250.00 - 250.00
2024 A Treds Limited Vendor financing arrangement December 12, 2023 100.00 - 24.97 - 24.97
ICICI Bank Limited Vehicle loan November 16, 2023 10.20 - 10.20 0.37 9.83
DBS Bank India Limited Term loan October 25, 2023 200.00 - 200.00 26.09 173.91
Equentia Financial Service Private Working capital term loan June 30, 2023 200.00 - 200.00 70.35 129.65
Limited
Tata Capital Limited Term loan June 26, 2023 400.00 - 200.00 44.44 155.56
Aditya Birla Finance Limited Term loan June 13, 2023 700.00 - 700.00 72.26 627.74
Blackcherry Commosale Private Inter corporate deposit May 11, 2023 17.50 17.50 - - 17.50
Limited
SML Smart Technologies Private Inter corporate deposit May 7, 2023 15.00 15.00 - 15.00 -
Limited
Deutsche Investments India Private Non-convertible bonds March 2, 2023 1,250.00 1,250.00 - 312.50 937.50
Limited (Held in name of Catalyst
Trusteeship Limited)
Indian Bank Term loan February 14, 2023 291.70 291.70 - 65.20 226.50
Indian Bank Term loan February 14, 2023 428.30 428.30 - 85.66 342.64
HDFC Bank Limited Term loan December 22, 2022 50.00 48.67 - 8.51 40.15
BMW India Financial Services Vehicle loan November 30, 2022 6.99 6.72 - 1.16 5.56
Private Limited
DBS Bank India Limited Term loan October 11, 2022 400.00 355.56 - 133.33 222.22
Tata Capital Limited Term loan August 10, 2022 250.00 208.33 - 83.33 125.00
438Opening
Total Amount Closing
balance
addition of repaid balance
as of the
Sanctioned borrowings during as of the
Fiscal Name of lender Nature of borrowing Date of sanction beginning
amount during the the end of the
of the
respective respective respective
respective
Fiscal Fiscal Fiscal
Fiscal
Vision Comptech Integrators Limited Inter corporate deposit August 1, 2022 250.00 85.00 15.00 100.00 -
ICICI Bank Limited Term loan July 27, 2022 600.00 600.00 - 600.00 -
Equentia Financial Service Private Term loan July 13, 2022 150.00 51.84 - 51.84 -
Limited
Equentia Financial Service Private Term loan June 8, 2022 150.00 29.39 - 29.39 -
Limited
ICICI Bank Limited Vehicle loan May 30, 2022 2.38 2.08 - 0.43 1.65
HDFC Bank Limited Term loan May 10, 2022 350.00 277.51 - 111.86 165.65
HDFC Bank Limited Vehicle loan May 7, 2022 3.59 3.07 - 0.66 2.42
ICICI Bank Limited Vehicle loan February 7, 2022 1.02 0.83 - 0.83 -
HDFC Bank Limited Term loan September 27, 2021 300.00 238.23 - 53.74 184.49
ICICI Bank Limited Vehicle loan September 1, 2021 1.16 0.96 - 0.96 -
HDFC Bank Limited Term loan November 29, 2019 350.00 216.89 - 49.91 166.98
ICICI Bank Limited Vehicle loan December 26, 2019 1.61 0.65 - 0.65 0.00
HDFC Bank Limited Term loan November 29, 2019 231.70 108.82 - 45.70 63.12
ICICI Bank Limited Vehicle loan July 23, 2019 1.61 0.51 - 0.51 0.00
ICICI Bank Limited Overdraft account - - - 71.57 0.00 71.57
ICICI Bank Limited Overdraft account - - - 182.77 0.00 182.77
HDFC Bank Limited Overdraft account 952.90 158.30 952.90 158.30
HDFC Bank Limited Overdraft account 5.65 11.71 5.65 11.71
Fiscal Deutsche Investments India Private Non-convertible bonds March 2, 2023 1,250.00 - 1,250.00 0.00 1,250.00
2023 Limited
(Held in name of Catalyst Trusteeship
Limited)
Indian Bank Term loan February 14, 2023 291.70 - 291.70 0.00 291.70
Indian Bank Term loan February 14, 2023 428.30 - 428.30 0.00 428.30
HDFC Bank Limited Term loan December 22, 2022 50.00 - 50.00 1.33 48.67
BMW India Financial Services Vehicle loan November 30, 2022 6.99 - 6.99 0.27 6.72
Private Limited
DBS Bank India Limited Term loan October 11, 2022 400.00 - 400.00 44.44 355.56
439Opening
Total Amount Closing
balance
addition of repaid balance
as of the
Sanctioned borrowings during as of the
Fiscal Name of lender Nature of borrowing Date of sanction beginning
amount during the the end of the
of the
respective respective respective
respective
Fiscal Fiscal Fiscal
Fiscal
Tata Capital Limited Term loan August 10, 2022 250.00 - 250.00 41.67 208.33
Vision Comptech Integrators Limited Inter corporate deposit August 1, 2022 250.00 129.70 86.00 130.70 85.00
ICICI Bank Limited Term loan July 27, 2022 600.00 - 600.00 0.00 600.00
Equentia Financial Service Private Term loan July 13, 2022 150.00 - 150.00 98.16 51.84
Limited
Equentia Financial Service Private Term loan June 8, 2022 150.00 - 150.00 120.61 29.39
Limited
ICICI Bank Limited Vehicle loan May 30, 2022 2.38 - 2.38 0.30 2.08
Blackcherry Commosale Private Inter corporate deposit May 11, 2022 17.50 0.00 17.50 0.00 17.50
Limited
HDFC Bank Limited Term loan May 10, 2022 350.00 - 350.00 72.49 277.51
SML Smart Technologies Private Inter corporate deposit May 7, 2022 15.00 15.00 0.00 0.00 15.00
Limited
HDFC Bank Limited Vehicle loan May 7, 2022 3.59 - 3.59 0.51 3.07
Equentia Financial Service Private Term loan March 30, 2022 200.00 200.00 0.00 200.00 0.00
Limited
Axis Bank Limited Term loan March 16, 2022 350.00 350.00 0.00 350.00 0.00
ICICI Bank Limited Vehicle loan February 7, 2022 1.02 1.01 0.00 0.18 0.83
Equentia Financial Service Private Term loan December 31, 2021 200.00 165.76 0.00 165.76 0.00
Limited
ICICI Bank Limited Term loan November 18, 2021 127.50 121.16 0.00 121.16 0.00
HDFC Bank Limited Term loan September 27, 2021 300.00 287.64 0.00 49.41 238.23
ICICI Bank Limited Vehicle loan September 1, 2021 1.16 1.09 0.00 0.13 0.96
ICICI Bank Limited Term loan January 30, 2021 297.50 241.97 0.00 241.97 0.00
HDFC Bank Limited Term loan November 29, 2019 350.00 264.00 0.00 47.11 216.89
ICICI Bank Limited Vehicle loan December 26, 2019 1.61 0.97 0.00 0.33 0.65
HDFC Bank Limited Term loan November 29, 2019 231.70 151.41 0.00 42.59 108.82
ICICI Bank Limited Vehicle loan July 23, 2019 1.61 0.84 0.00 0.34 0.51
HDFC Bank Limited Vehicle loan June 26, 2017 1.04 0.08 0.00 0.08 0.00
HDFC Bank Limited Overdraft account - - 534.13 952.90 534.13 952.90
440Opening
Total Amount Closing
balance
addition of repaid balance
as of the
Sanctioned borrowings during as of the
Fiscal Name of lender Nature of borrowing Date of sanction beginning
amount during the the end of the
of the
respective respective respective
respective
Fiscal Fiscal Fiscal
Fiscal
HDFC Bank Limited Overdraft account - - 11.25 5.65 11.25 5.65
*As certified by Ray & Ray, Chartered Accountants (firm registration number: 301072E), pursuant to their certificate dated July 4, 2025.
Note: Bank guarantees have not been included in the table above since they form part of our Company’s contingent liabilities. For details, see “Summary of Offer Document – Summary of Contingent Liabilities of our
Company” on page 32.
441Principal terms of the borrowings currently availed by our Company
Brief details of the principal terms of various borrowing arrangements entered into by the Company are provided
below:
1. Interest: The applicable rate of interest for the term loan facilities are typically linked to the marginal cost
of lending rate (“MCLR”) or repo rates (“Repo Rate”) over a specific period of time and are subject to
mutual discussions between the relevant lenders and our Company. In some cases, the applicable rate of
interest for the term loan facilities is linked to the long term reference rates of the respective lender. The rate
of interest for the term loan facilities availed by the company is applicable as an aggregate of the benchmark
rate and spread. Further, the term loan facilities have rate of interest rate ranging from 8.13% to 12.30% per
annum.
The Company has also issued unlisted, unrated, senior, secured, non-convertible Bonds and has entered into
certain borrowing documentation including bond trust deed, and in terms of such borrowing documentation,
coupon rate will be applicable as an aggregate of the treasury bill benchmark rate published by the Financial
Benchmarks India Private Limited and spread.
The rate of interest for our bank overdraft facilities is typically the underlying fixed deposit interest along
with interest ranging from 0.40% to 1.00%. The rate of interest for overdraft facility ranges from 7.75% to
10.25%. The rate of interest for our vehicle loans ranges from 7.20% to 10.25% per annum. Further, the rate
of interest for our vendor financing arrangement ranges from 9.30% to 9.70% per annum.
2. Tenor and re-payment: The term loan facilities are typically repayable in monthly instalments as per the
repayment schedule stipulated in the relevant loan documentation. The tenor of the term loan facilities
availed by our Company typically ranges from a period of two years to seven years. The repayment of our
Non-convertible Bonds is scheduled up to the final redemption date, being, March 12, 2027. Additionally,
the Non-convertible Bonds are mandatorily to be redeemed upon completion of the Offer.
The tenor of the overdraft facilities is typically for a period of 12 months and the tenor for the vehicle loans
is typically for a period of 60 months.
3. Security: Except for certain vendor financing arrangements, all our borrowing arrangements are secured.
Our secured borrowings are typically secured by way of charge or mortgage/ hypothecation over certain
residential and commercial properties owned by the members of the Promoter Group. Certain of our
borrowing arrangements are also secured by way of escrow of monthly lease rentals from a pre-determined
set of Clients. Further, certain of our borrowing arrangements are also secured by way of personal and
corporate guarantees granted by our Promoters.
The vehicle loans are secured by way of hypothecation over the underlying vehicle owned by our Company.
4. Pre-payment: Certain of our borrowing arrangements have prepayment provisions which allow for
prepayment of the outstanding loan amount, subject to terms and conditions stipulated under the respective
loan documentation. Further, in some cases, pre-payment may attract pre-payment penalty at the discretion
of the lender. The pre-payment premium, where specified in the relevant loan documentation, is typically up
to 2% per annum on the amount prepaid or the principal amount, respectively.
5. Penalty: The loan documentation in relation to certain of our borrowing arrangements contain provisions
prescribing penalties, over and above, the prescribed interest rate, for inter alia overdue, delayed payment,
default in the repayment obligations and non-creation of security within the stipulated timeline. This
additional interest is charged as per the terms of our loan agreements and ranges from 1% to 24.46% per
annum.
6. Key covenants: Our borrowing arrangements with the lenders provide for certain restrictive covenants for
undertaking certain corporate actions, and we are required to provide prior intimation and/ or take prior
consent from the respective lender(s) for undertaking such corporate actions. Some of the key restrictive
covenants are listed below:
For instance, certain corporate actions for which we require to provide prior written intimation and/ or take
prior consent from the lender include:
(a) effecting any changes to the capital structure, ownership, management or control of our Company;
442(b) effecting any amalgamation, merger, reconstruction or consolidation;
(c) making any alteration to the memorandum of association and articles of association of our Company;
(d) implementing any scheme of expansion, diversification, merger, reconstruction or undertaking capital
expenditure or acquisition of fixed assets;
(e) change in the composition of our Board; and
(f) declaring or paying dividend for any year except out of profits of the current year after meeting all
the financial covenants to the lender and making all due and necessary provisions.
The above is an indicative list and there may be additional corporate actions for which we require to provide
prior written intimation and/ or take prior consent under the various borrowing arrangements entered into by
us.
7. Events of default: Certain instances and occurrence under the borrowing arrangements with the lenders are
considered to be an ‘event of default’. An indicative list of such instances and occurrences are as below:
(a) failure to make payment/repayment of any principal amount or interest on the relevant due dates;
(b) failure to observe or comply with the terms, conditions, breach of covenants, breach of
representations, warranties under the borrowing arrangement;
(c) in case any step is taken against our Company for dissolution, winding up, liquidation and/or
insolvency, including the appointment of a receiver;
(d) in case of initiation of any proceedings including insolvency and bankruptcy under the Insolvency
and Bankruptcy Code 2016 against our Company or any notices in that respect thereof;
(e) if the security for the facilities is in jeopardy or ceases to have effect;
(f) change in the constitutional documents of our Company without the prior written approval of the
lender;
(g) our Company ceasing, or threatening to cease, to carry on business;
(h) providing of incorrect or untrue information by our Company;
(i) change in the control of the borrower (directly or indirectly) without the prior intimation to the lender;
and
(j) any event or circumstance which prejudicially or adversely affect in any manner the capacity of our
Company to repay the amounts under the borrowing arrangement.
This is an indicative list and there may be additional instances that may amount to an event of default under
the various borrowing arrangements entered into by our Company.
8. Consequences of events of default: In terms of our borrowing arrangements with the lenders, as a
consequence of occurrence of ‘events of default’, our lender may:
(a) place the facilities on demand or declare all amounts payable by the borrower in respect of the
facilities to be due and payable immediately;
(b) cancel the undrawn commitment and suspend withdrawals under the facilities;
(c) impose default interest on the principal amounts of the facilities;
(d) enforce any or all security created in favour of the lender;
(e) appointment of a nominee director on our Board;
(f) convert the outstanding loan obligations into fully paid-up equity shares of our Company; and
443(g) exercise such other remedies as may be permitted or available to the lender under law, including RBI
guidelines.
The above terms and other details provided herein above are indicative and there are additional terms and
conditions including restrictive covenants and provisions of ‘events of default’, under the borrowing
arrangements entered into by our Company with the lenders.
We have obtained consents/ no-objection, wherever required under the relevant borrowing arrangements for
undertaking the Offer. See “Risk Factors – 25. Our financing agreements contain covenants that limit our
flexibility in operating our business. If we are not in compliance with these covenants and are unable to obtain
waivers from the respective lenders, our lenders may call an event of default and accelerate the repayment and
enforce security/ collateral, leading to an adverse effect on our business, cash flows, financial condition and
results of operations.” on page 68.
444SECTION VIII – LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS
Except as disclosed in this section, as on the date of this Prospectus, there are no pending: (i) criminal proceedings
(including matters which are at FIR stage whether cognizance has been taken or not by any court or judicial
authority) involving our Company, Subsidiaries, Directors or Promoters (“Relevant Parties”) and Key
Managerial Personnel and Senior Management; (ii) actions by statutory and/ or regulatory authorities involving
the Relevant Parties and Key Managerial Personnel and Senior Management; (iii) claims related to direct and
indirect taxes (disclosed in a consolidated manner giving the total number of claims and the total amount involved
and individual disclosures for tax matters where the amount involved in such tax matter exceeds the Threshold
(as defined below)); and (iv) any other pending litigation involving the Relevant Parties which has been
determined to be material pursuant to the Materiality Policy (as disclosed herein below), in each case. Further,
except as stated in this section, there are no (a) disciplinary actions including penalties imposed by SEBI or any
of the stock exchanges against any of our Promoters in the last five Fiscals immediately preceding the date of this
Prospectus, including any outstanding action; and (b) outstanding litigation involving our Group Companies, the
adverse outcome of which may have a material impact on our Company.
For the purpose of (iv) above, our Board in its meeting held on June 18, 2025 has considered and adopted the
Materiality Policy for identification of material outstanding litigation involving our Company, Subsidiaries,
Directors, and Promoters. In accordance with the Materiality Policy, all pending litigation (other than litigations
mentioned in points (i) to (iii) above) involving our Company, Subsidiaries, Directors and Promoters, would be
considered ‘material’ if: (a) the value or expected impact in terms of value in such a proceeding exceeds the lower
of (A) 2% of the turnover of the Company for the most recent financial year of the Restated Consolidated Financial
Information; or (B) 2% of the net worth of the Company as at the end of the most recent financial period of the
Restated Consolidated Financial Information, except in case the arithmetic value of the net worth is negative; or
(C) 5% of the average of the absolute value of the profit/loss after tax for the last three Financial Years, as per
the Restated Consolidated Financial Information. Accordingly, the materiality threshold has been determined by
the Company as ₹ 21.58 million (“Threshold”). In respect of an outstanding litigation, where the value or
expected impact in terms of value involved is not quantifiable, or is less than the Threshold, but the outcome of
which could, nonetheless, directly or indirectly, or together with similar other proceedings, have a material
adverse effect on the business, operations, performance, results of operations, prospects, financial position or
reputation of the Company; or the decision in such matter is likely to affect the decision in other similar matters,
such that the cumulative amount involved in such matters exceeds the Threshold, even though the amount involved
in an individual matter may not exceed the Threshold, such an outstanding litigation will also be considered
‘material’.
For the purposes of the above, pre-litigation notices received by the Company, Subsidiaries, Directors or
Promoters, from third parties have not and shall not, be considered as litigation until such time the Company,
Subsidiaries, Directors or the Promoters, as the case may be, are impleaded as a party in litigation before any
judicial or arbitral forum.
Further, in accordance with the Materiality Policy, our Company has considered such creditors to be ‘material’
to whom the amount due from our Company is equal to or in excess of 5% of the total trade payables of our
Company (on a consolidated basis), as per the most recent financial period of the Restated Consolidated Financial
Information, which is ₹ 57.94 million (“Material Creditors”). For outstanding dues to any party which is a micro,
small and medium enterprise (“MSME”), the disclosure in relation to such MSME is based on information
available with our Company regarding status of the creditor as defined under the Micro, Small and Medium
Enterprises Development Act, 2006, as amended read with the rules and notifications thereunder.
Unless stated to the contrary, the information provided below is as of the date of this Prospectus. All terms defined
in a particular litigation disclosure below are for that particular litigation only.
A. LITIGATION INVOLVING OUR COMPANY
A. Litigation against our Company
Criminal proceedings against our Company
There are no criminal proceedings initiated against our Company.
445Actions by statutory or regulatory authorities against our Company
(i) The Ministry of Corporate Affairs, Government of India (“MCA”) issued notices dated December
9, 2022 and December 16, 2022, seeking inter alia certain secretarial and financial information
documents from our Company and to initiate investigation into the affairs of our Company in terms
of Section 210(1)(c) of the Companies Act (“MCA Notice”). Our Company, pursuant to a letter
dated December 20, 2022, responded to the MCA Notice enclosing a part of the relevant documents
sought by the MCA and further requested for an extension of 20 days to submit the remaining
documents and information. Consequently, MCA issued another notice dated September 25, 2023
to our Company stating that the desired information/ records have not been submitted by our
Company to MCA in accordance with the MCA Notice (“2023 MCA Notice”). Our Company,
pursuant to letters dated October 15, 2023 and October 30, 2023 responded to the 2023 MCA Notice
and submitted the relevant documents sought by MCA. In the said response, our Company
contented inter alia that no public interest is involved since the Company is a private limited
company with no public shareholders and that there does not appear to be any activity in the
Company which is detrimental to the public interest and that false and unverified allegations have
been made against our Company to various Government departments and ministries due to ongoing
disputes with extended family members of the Promoters. Further, on August 23, 2024, certain of
our Promoters namely, Neetish Sarda and Harsh Binani, and Punam Dargar, the Company Secretary
and Compliance Officer and Sahil Jain, the Chief Financial Officer received a summon under
Section 207(3)(b) of the Companies Act, 2013, as amended, from the Joint Director & IO, Ministry
of Corporate Affairs, Government of India (“MCA Authority”), in connection with an inspection
under Section 206(5) read with Section 207 of the Companies Act, 2013, as amended. On August
28, 2024 and September 3, 2024, Neetish Sarda appeared before the MCA Authority and provided
clarifications and information as were sought by the MCA Authority. Neetish Sarda, Harsh Binani
and Sahil Jain received a corrigendum notice dated September 3, 2024 from the MCA Authority
which stated that inspection is being initiated under Section 210 of the Companies Act, 2023, as
amended and not under Section 206(5) read with Section 207 of the Companies Act, 2013, as
amended. Further, on February 22, 2025, our Promoters namely, Neetish Sarda, Saumya Binani and
Harsh Binani received a summon under Section 217(5) of the Companies Act, 2013, to appear
before the MCA Authority with certain information and documents to which an extension has been
requested by all individuals. Our Company has not received any further communication from MCA
in this matter.
Other material proceedings against our Company
(i) Appstars Applications Private Limited (“Applicant”) filed two applications in July 2022 under
Section 9 of the Arbitration and Conciliation Act, 1996, before the High Court of Madras (“High
Court”) against our Company for (i) refund of security deposit paid in accordance with the service
agreement dated February 15, 2022 entered into between the Applicant and our Company for
availing workspace in one of our Centres in Chennai (“Premises” and such service agreement,
“Agreement”) and (ii) for the appointment of an advocate commissioner to inspect the Premises
and take inventory of the assets, stock, materials, equipment and other belongings of the Applicant
in the Premises.
The Applicant had alleged several deficiencies and shortcomings in the amenities and services
provided by our Company pursuant to the Agreement. Upon the alleged failure of our Company to
cure the deficiencies, the Applicant issued a termination notice to our Company in relation to the
Agreement. Subsequently, a joint memo was filed by the Applicant and our Company before the
High Court praying for the appointment of an arbitrator for resolving the disputes that have arisen
in connection with the Agreement. Pursuant to an order dated August 17, 2022, the High Court
appointed Justice R. Banumathi, Former Judge, Supreme Court of India as the sole arbitrator in the
matter (“Sole Arbitrator”).
The Applicant filed a statement of claim dated February 27, 2023 before the Sole Arbitrator against
our Company for refund of security deposit of ₹ 14.40 million along with payment of a sum of ₹
320.18 million for the losses and damages incurred by the Applicant.
Subsequently, the Applicant reduced the claim amount to ₹ 191.48 million pursuant to an
application dated September 23, 2023 before the Sole Arbitrator. Our Company filed a counter
446claim dated April 10, 2023 before the Sole Arbitrator, disputing the claim of the Applicant and
sought for payment of ₹ 30.79 million (which was subsequently revised to ₹ 24.99 million by way
of an application dated October 16, 2023 before the Sole Arbitrator) from the Applicant along with
interest at the rate of 18% per annum on account of payment defaults by the Applicant. Pursuant to
an award dated April 2, 2025 (“Award”), the Sole Arbitrator awarded a total claim of ₹ 42.33
million to the Applicant (including the cost of the arbitration) and an amount of ₹10.10 million to
our Company towards the counter claims filed. Our Company has filed an appeal against the Award
before the High Court dated June 30, 2025, where the matter is currently yet to be listed.
(ii) M/s Fleet Fasteners Private Limited (“Plaintiff”) filed a suit dated October 28, 2024 (“Suit”) before
the Court of Small Causes, Mumbai (“Court”), against our Company in relation to recovery of
possession of the premises and to recover the arrears of licensing fees and other reliefs, which was
occupied by our Company pursuant to a letter of intent read with leave and license agreement
entered into between our Company and the Plaintiff. Pursuant to the Suit, the Plaintiff alleged that
our Company has failed to pay outstanding license fee amount and has remained in possession of
the premises post expiry of the leave and license agreement and hence prayed, inter alia, that our
Company be ordered and decreed to vacate the premises and pay a sum of ₹ 158.26 million towards
arrears of license fee along with interest, ₹48.83 million towards liquidated damages, and ₹81.57
million towards damages at double the rate of the license fee. Our Company received a summons
dated February 27, 2025 from the Court informing about the Suit and directing our Company to
appear before the Court at the day fixed for such appearance. The matter is currently pending.
(iii) Infrastructure Watchdog, a non-governmental organisation (“Appellant”) has filed an appeal dated
July 8, 2025 (“Appeal”), against inter alia, the Securities and Exchange Board of India (“SEBI”),
our Company, certain of our Promoters namely, NS Niketan LLP, SNS Infrarealty LLP and Neetish
Sarda and a member of our Promoter Group namely, Ghanshyam Sarda (collectively,
“Respondents”), before the Securities Appellate Tribunal, Mumbai (“SAT”). The Appeal has been
filed on the grounds of alleged inaction by SEBI in relation to certain complaints filed by the
Appellant. The Appellant has alleged, inter alia, that (i) the Company is under investigation by the
Income Tax Department, Ministry of Finance, Government of India; (ii) the Company through NS
Niketan LLP and SNS Infrarealty LLP, its Promoters, received funds from dummy/ shell companies
and some amounts are through benami transactions; and (iii) non-disclosure/ inadequate disclosure
of the inspection and investigation by Registrar of Companies over certain Group Companies in the
RHP. The Appellant has further alleged that the Company has (i) borrowed loans without real
security and involved in massive routing of benami money; (ii) failed to disclose the fact that
chargesheet has been filed in respect of a criminal matter involving one of our individual Promoter,
namely, Neetish Sarda; and (iii) failed to disclose the complete list of associate companies and
group companies. The Appellant has approached SAT seeking the following relief (i) a direction to
SEBI to initiate investigation in the affairs of the Company and the other respondents; and (ii)
restraining the Company from proceeding with the IPO pending completion of such investigation.
Further, the Appellant has also sought for an interim order maintaining the status quo regarding the
Offer or in the alternative grant a stay with respect to the Offer. The matter was heard by SAT on
July 10, 2025. SAT did not pass any order in relation to the appeal. The matter is currently pending
before SAT and shall be listed to be heard on July 15, 2025.
Tax proceedings involving our Company
Amount in dispute/demand (in ₹
Nature of case Number of cases
million, to the extent quantifiable)
Direct tax 1 1.99
Indirect tax 6 57.04
Total 7 59.03
Material indirect tax matters
(i) Our Company received a show cause notice dated May 21, 2024 from the Deputy State Tax Officer,
Tamil Nadu (“Deputy State Tax Officer”) in relation to our Company allegedly not having
declared correct tax liability while filing the annual returns for Fiscal 2020. Pursuant to an order
dated August 28, 2024, the Deputy State Tax Officer inter alia imposed a tax liability of ₹13.81
million along with interest amounting to ₹9.74 million and penalty amounting to ₹1.38 million. Our
Company has filed an appeal dated November 28, 2024, before the Deputy Commissioner (ST)
447Appeal, Chennai against the Order. The matter is currently pending.
B. Litigation by our Company
Criminal proceedings by our Company
Our Company has filed four complaints before various courts for dishonour of cheques of amounts due to
our Company from our clients/ debtors. The total amount involved in all these matters is ₹ 5.89 million.
These matters are pending before the respective courts at various stages of adjudication.
Other material proceedings by our Company
(i) Our Company has filed a suit dated September 21, 2021 before the Commercial Court at Bangalore
against AIE Software India Private Limited (“Defendant”), for termination of a service agreement
entered into between our Company and the Defendant (“Service Agreement”) without settling the
outstanding amount towards service fee for the remaining period of the lock-in period of the Service
Agreement (“Suit”). The Service Agreement relates to availing operational office services
including office amenities at one of our Centres in Bengaluru. Pursuant to the suit, our Company
has claimed for a payment of ₹ 84.54 million along with interest at the rate of 24% per annum from
the date of the Suit till the date of actual payment, from the Defendant. The Defendant has filed a
counter claim dated March 2, 2022 before the Commercial Court at Bangalore, seeking a direction
against our Company to refund the security deposit of ₹ 14.40 million, payment of ₹ 0.76 million
towards the Defendant’s furniture, machinery, equipment and other valuable material allegedly
withheld by our Company, and ₹ 9.00 million towards reputational and business losses along with
interest at the rate of 18% per annum from the date of the Counter Claim till the date of payment
by our Company (“Counter Claim”). Pursuant to a judgement and decree dated April 7, 2025
(“Order”), the Commercial Court at Bangalore passed a decree in favour of our Company stating
that our Company is entitled to recover a sum of ₹84.54 million from the Defendant with interest
at the rate of 12% p.a. from the date of the suit till the date of realisation. The Defendant filed an
appeal against our Company dated May 26, 2025 before the High Court of Bengaluru (“High
Court”) challenging the Order and seeking award of its counter claims. The High Court vide
order dated June 3, 2025 held that subject to the Defendant depositing 50% of the decretal amount
with the registral general of the High Court within a period of 6 weeks, there shall be a stay on the
Order which the Defendant has subsequently adhered to. The matter is currently pending.
(ii) Our Company and Neetish Sarda, one of our Promoters (“Plaintiffs”) filed a suit dated August 9,
2021 before the City Civil and Sessions Judge at Bengaluru (“Trial Court”) against Raghav Loha
(“Defendant”) alleging that the Defendant has circulated continuous malicious and defamatory
emails and letters to various persons, entities, investors, media houses, publications etc., by
expressly spreading false claims against the Plaintiffs (“Suit”). The Plaintiffs alleged that several
defamatory letters/emails were circulated amongst the clients of our Company which has led to an
irreparable loss to our Company’s reputation and business. Pursuant to the Suit, the Plaintiffs prayed
for, inter alia, (i) a judgment, decree or order declaring that the contents of the emails circulated by
the Defendant are false, defamatory and has adversely impacted the business reputation of our
Company; (ii) permanent injunction against the Defendant from issuing, publishing any emails,
articles, notices, messages etc., in any manner defaming the Plaintiffs and perpetual injunction
against the Defendant and its associates, representatives etc., from relying on further publishing any
material in connection with the Plaintiffs; and (iii) a direction against the Defendant to pay the
Plaintiffs an amount equal to ₹ 1.00 million. Pursuant to an order dated August 13, 2021, the Trial
Court passed an emergent notice on the Defendant without passing an interim injunction as prayed
for by the Plaintiffs (“Trial Court Order”). Consequently, the Plaintiffs filed a writ petition before
the High Court of Karnataka at Bengaluru (“High Court”) against the Trial Court Order. Pursuant
to an order dated October 8, 2021, the High Court issued an interim order restraining the Defendant
from sharing, publishing, disseminating in public any derogatory emails, letters, publications
against the Plaintiffs till next hearing date which is scheduled on July 23, 2025. The matter is
currently pending.
(iii) Our Company filed a suit dated July 6, 2023 before the Principal City Civil and Sessions Judge,
Bengaluru, against Vaishnavi Infrastructure Private Limited (“Defendant”) for failure of the
Defendant to execute an agreement with our Company, for lease of a part of one of our Centres in
448Bengaluru together with car parking spaces along with the installations, fittings, fixtures
(“Premises”), which the Defendant has already taken possession of (“Suit”). Pursuant to the Suit,
our Company has sought for a permanent injunction restraining the Defendant, their agents,
representatives from creating any third party rights or alienating the Premises. During the pendency
of the Suit, the Plaintiff also filed a suit before the Additional District and Sessions Judge,
Bengaluru Rural (Commercial Division) (“Trial Court”) seeking permission for depositing rents
to the Defendant in relation to the Premises and seeking ad-interim ex-parte injunction against our
Company to not interfere or obstruct the peaceful usage of the Premises. Pursuant to an order dated
April 5, 2024, the Trial Court issued an emergent notice to our Company and denied granting ad-
interim ex-parte relief as prayed for by the Plaintiff (“Trial Court Order”). Consequently, the
Plaintiff filed a writ petition dated April 18, 2024, before the High Court of Karnataka at Bengaluru
(“High Court”) against the Trial Court Order. Pursuant to an order dated July 5, 2024, the High
Court directed the Plaintiff and our Company to appear before the Trial Court and permitted the
Plaintiff to deposit the rent amount to the Defendant in relation to the Premises. Further, pursuant
to an order dated July 2, 2025, received by our Company from the lawyer on July 5, 2025, the Trial
Court inter alia directed our Company to deposit the applicable rent in the court and restrained the
Defendant from causing obstruction to our Company’s possession of the Premises. Our Company
in compliance with the aforementioned order has filed the memo of calculations in this regard.
Separately, Shri B.K. Kantha Reddy (who is one of the defendants in the Suit) and others have filed
a writ petition before the High Court against our Company and others in June 2025, praying to set
aside an order dated April 2, 2025 passed by the Trial Court by way of which the interim application
filed by certain defendants in the Suit for withdrawal of rental amounts deposited by our Company
before the Trial Court as ‘damages’ was dismissed. These matters are currently pending.
(iv) Our Company filed a petition dated May 20, 2024 before the High Court of Delhi at New Delhi
(“High Court”) against Tutelage Professionals Private Limited (“Respondent”). Our Company
had entered into a lease deed dated June 12, 2023 with the Respondent (“Lease Deed”) for taking
on lease a portion of a commercial property in New Delhi belonging to the Respondent
(“Property”) and deposited refundable security deposit amounting to ₹ 6.05 million (“Security
Deposit”). Our Company received a notice dated September 21, 2023 from the Directorate of
Enforcement, New Delhi (“ED”) for taking over of possession of the Property as the same were
declared to be ‘proceeds of crime’ and directed our Company to deposit the monthly rent and any
other payment as per the Lease Deed, with respect to the Property to the ED. Consequently, our
Company issued a termination notice dated October 30, 2023 to the Respondent and requested the
Respondent to refund the Security Deposit. The present petition has been filed by our Company
since the Respondent (i) prevented our Company from removing the interior fit outs/ furniture and
other movable properties (“Movable Properties”) from the Property worth ₹ 35.60 million; and
(ii) did not refund the Security Deposit. Pursuant to the petition, our Company has sought for (i) a
direction allowing our Company to remove and take possession of the Movable Properties from the
Property; and (ii) allowing our Company to secure the Security Deposit by issuing a direction
against the Respondent to deposit the Security Deposit with the registrar general of the High Court
by way of fixed deposits/ bank guarantee or any other mode as may be directed by the High Court.
Pursuant to an order dated September 20, 2024, the High Court inter alia, appointed a sole arbitrator
to adjudicate the dispute between our Company and the Respondent in accordance with the
arbitration clause of the Lease Deed. Our Company has filed a statement of claim dated December
24, 2024 before the sole arbitrator and has sought for inter alia, payment of ₹103.75 million to our
Company towards loss of revenue from the Respondent, loss of revenue from the remaining
unutilised portion of the Property, loss of goods/ cost incurred in office set up, cost of removing/
dismantling and security deposit along with interest. The matter is currently pending.
(v) Our Company along with another (“Plaintiffs”) had filed a memorandum of plaint on September
30, 2020 before the City Civil Court and Sessions Judge at Bengaluru (“Civil Court”) against
Sarvesh Jain (“Defendant”) and another, in relations to an undated letter allegedly authored by
Defendant, which contained defamatory accusations of financial wrongdoings against certain
members of our Promoters, Neetish Sarda and Harsh Binani, our Company and certain members of
the Promoter Group (“Letter” and such memorandum of plaint “Plaint”) Pursuant to the Plaint,
the Plaintiffs have sought for, inter alia, (i) a decree declaring the contents of the Letter to be false,
defamatory and a harm to the reputation of the Plaintiffs, (ii) a direction against Defendant to pay
a compensation of ₹ 10 million for damages and business loss caused, and (iii) a decree for
mandatory injunction against the Defendant directing the Defendant to tender an unconditional
449apology to the Plaintiffs towards the defamatory statements made in the Letter and consequently
publish such unconditional apology in public domain through national media channels and national
newspapers. Pursuant to an order dated October 8, 2020, the Civil Court issued temporary
injunction from, directly or indirectly, publishing, commenting, communicating or circulating the
Letter or issuing any article, interview or material to public which contains defamatory statement
thereby damaging the reputation of the Plaintiffs. Further, pursuant to an order dated November 13,
2024, the Civil Court dismissed the Plaint. Our Company has filed an appeal dated December 17,
2024, before the High Court of Karnataka at Bengaluru challenging the order dated November 13,
2024, passed by the Civil Court dismissing the Plaint. The matter is currently pending.
(vi) Our Company filed a petition dated November 8, 2024 under Section 9 of the Arbitration and
Conciliation Act, 1996, before the District Judge at Pune against Pure Landmarks LLP (formerly
known as A.C. Realty Market, LLP) (“Respondent”). Our Company entered into a binding letter of
intent dated March 23, 2023 with M/s Atul Builders (“Previous Licensor”) for taking on a leave
and license basis a portion of a commercial property in Pune (“Licensed Premises”) belonging to
the Previous Licensor. Subsequently, the Previous Licensor transferred its right, title and interest in
the Licensed Premises to the Respondent. Our Company thereafter entered into a leave and license
agreement with the Respondent and deposited the first tranche of the refundable security deposit.
Our Company has alleged that the Respondent has failed to meet the timelines for completing
construction work at the Licensed Premises or to procure the occupancy certificate for the Licensed
Premises due to which our Company has been deprived of the use and occupation of the Licensed
Premises. Pursuant to the present petition, our Company has sought for inter alia an interim
injunction restraining the Respondent from dealing with and/ or transferring and/ or creating any
third party right or interest in respect of the Licensed Premise, till the disposal of arbitration
proceedings which our Company is taking steps to commence in terms of the leave and license
agreement. The matter is currently pending.
B. LITIGATION INVOLVING OUR SUBSIDIARIES
I. Litigation by our Subsidiaries
Criminal proceedings by our Subsidiaries
There are no criminal proceedings initiated by our Subsidiaries.
Other material proceedings by our Subsidiaries
There are no material proceedings by our Subsidiaries.
II. Litigation against our Subsidiaries
Criminal proceedings against our Subsidiaries
There are no criminal proceedings initiated against our Subsidiaries.
Actions by statutory or regulatory authorities against our Subsidiaries
There are no actions by statutory or regulatory authorities pending against our Subsidiaries.
Other material proceedings against our Subsidiaries
There are no material proceedings against our Subsidiaries.
Tax proceedings involving our Subsidiaries
There are no tax proceedings involving our Subsidiaries.
C. LITIGATION INVOLVING OUR DIRECTORS
I. Litigation by our Directors
450Criminal proceedings by our Directors
Except as disclosed in “- Litigation involving our Promoters – Litigation by our Promoters” below, there
are no pending criminal proceedings initiated by our Directors as on date of this Prospectus.
Other material proceedings by our Directors
Except as disclosed under “- Litigation involving our Company – Litigation by our Company” and “-
Litigation involving our Promoters – Litigation by our Promoters”, there are no other material proceedings
initiated by our Directors as on date of this Prospectus.
II. Litigation against our Directors
Criminal proceedings against our Directors
Except as disclosed in “- Litigation involving our Promoters – Litigation against our Promoters” below,
there are no pending criminal proceedings against our Directors as on date of this Prospectus.
Actions by statutory or regulatory authorities against our Directors
There are no actions by statutory or regulatory authorities pending against our Directors.
Other material proceedings against our Directors
Except as disclosed under “- Litigation involving our Promoters – Litigation against our Promoters”, there
are no other material proceedings against our Directors as on date of this Prospectus.
Tax proceedings involving our Directors
There are no tax proceedings involving our Directors.
D. LITIGATION INVOLVING OUR PROMOTERS
I. Litigation by our Promoters
Criminal proceedings by our Promoters
(i) Our Promoter, Neetish Sarda and others, filed complaints dated June 5, 2020 and September 16,
2020 with the Cyber Crime Unit, Special Cell, Delhi seeking investigation into the malicious letters
which were written and widely circulated using fake identities to the investors, clients, bankers,
auditors of our Company, the Ministry of Corporate Affairs, Government of India, and several other
government departments and authorities. The Cyber Crime Unit, Special Cell, Delhi, after
investigation filed a first information report dated November 11, 2020 (“FIR”). Pursuant to the
investigation conducted, the investigating officer declared that there is sufficient material against
two persons, namely Pratik Shah and Sanjay Aggarwal (“Accused”) charging them for the subject
matter included in the FIR. The Accused were arrested by the Cyber Crime Unit, Special Cell,
Delhi. Pursuant to an order dated May 27, 2024, the Metropolitan Magistrate, New Delhi District,
Patiala House Courts, New Delhi granted bail to the Accused. The matter is currently pending.
Other material proceedings by our Promoters
(i) Our Promoter, Neetish Sarda and others ("Petitioners") have initiated arbitration proceedings
against Banwari Lal Sharma (“Respondent”) in relation to a dispute arising out of an agreement to
sale to sell and transfer a piece of land at Hauz Khas, Delhi (“Land”) for a sale consideration of ₹
147.90 million (“Agreement”). The matter is currently pending.
(ii) Our Promoter, Neetish Sarda and others (“Petitioners”) filed a suit dated October 2010 before the
Saket District Court, New Delhi (“District Court”) against Aditya Sarda and others
451(“Respondents”) seeking permanent injunction against the Respondents from inducting any
outsider or third party who is not a family member to enter the property of the Petitioners situated
in Mehrauli, New Delhi (“Property”, and such a suit “Suit”). Pursuant to an order dated March 10,
2011, the District Court restrained the Respondents, their men, agents, associates or any third person
who are not family members of the Petitioners to enter the Property or occupy or stay therein or to
indulge any such act which may cause nuisance or annoyance to the family members of the
Petitioners, till the disposal of the Suit (“District Court Order”). One of the Respondents filed an
appeal before the Delhi High Court (“High Court”) against the District Court Order (“Appeal”).
Pursuant to an order dated September 5, 2018, the High Court disposed off the Appeal and
restrained the parties from alienating, encumbering or parting with possession of any part of the
Property and/or inducting any person other than the close family members of the Petitioners into
possession or occupation of any part of the Property and/or from using the Property for any purpose
other than residential purposes (“High Court Order”). One of the Respondents filed a special leave
petition dated January 8, 2019 before the Supreme Court of India against the High Court Order,
which was dismissed by an order dated July 26, 2019.
(iii) The Petitioners also filed a suit dated March 3, 2023 before the District Court against Shanta Sarda
and others (“Respondents II”) seeking a permanent injunction restraining the Respondents II from
interfering with the ongoing repair and renovation of the Property (“Suit II”). While the Suit II was
pending, one of the Respondents II filed contempt petition before High Court alleging violation of
High Court Order, which was dismissed by the High Court by an order dated August 6, 2024. These
matters are pending.
(iv) One of our Promoters, Aryadeep Realestates Private Limited (“ARPL”) filed a suit of declaration
dated March, 2022 against Roma Builders Private Limited (“Defendant”) before the 2nd Civil Judge
(Junior Division), Barrackpore, in relation to the alleged failure of the Defendant to fulfil its
obligations within the timeline stipulated as per the development agreement dated September 9,
2017, entered into between the Plaintiff and the Defendant (“Development Agreement”). In terms
of the Development Agreement, it is alleged that the Defendant failed to commence the work of
developing a logistic and warehousing hub. The matter is currently pending.
(v) For additional litigations involving Neetish Sarda, see “- Litigation involving our Company –
Litigation by our Company – Other material proceedings by our Company” above.
II. Litigation against our Promoters
Criminal proceedings against our Promoters
(i) A first information report (“FIR”) dated May 5, 2018, was filed at the Alibagh Police Station,
District Raigarh, Maharashtra by Akshyata Anvay Naik (“Complainant”) against one of our
Promoters, Neetish Sarda, and certain other persons namely, Arnab Ranjan Goswami and Firoz
Mohammad Shaikh (together, the “Accused”) alleging that the Accused had abetted the alleged
suicide of the Complainant’s deceased spouse, Anvay Naik (“Deceased”), thereby committing an
offence under Section 306 of the Indian Penal Code, 1860 (“IPC”). Pursuant to the FIR, it was
alleged by the Complainant that the Deceased had named the Accused in the suicide note due to the
alleged non-payment of the Deceased’s dues by the Accused. The dues were in relation to our
Company’s dealings with Concord Designs Private Limited (“Concord”), a company where the
Deceased was a director. Subsequent to investigations conducted by the police authorities, the State
of Maharashtra (“Respondent”) filed a closure report (“Closure Report”) before the Ld. Trial
Court on the ground that no evidence was found against the Accused regarding commission of the
offence. The Closure Report was accepted by the Ld. Trial Court on April 16, 2019. On May 26,
2020, the Home Department of the State of Maharashtra transferred the FIR to the crime
investigation department for the purpose of reinvestigation. On November 4, 2020, the Respondent
commenced re-investigation into the matter, and initiated actions against the Accused. The Accused
filed petitions dated November 5, 2020 and November 6, 2020 before the High Court of Bombay
(“High Court”) for quashing and setting aside the FIR and for seeking interim bail, respectively.
Pursuant to an order dated November 9, 2020 (“High Court Order”), the High Court rejected the
interim applications filed by the Accused and refused to grant interim bail. The Accused filed a
special leave petition (“SLP”) dated November 9, 2020, before the Supreme Court of India
(“Supreme Court”) praying for inter alia, a stay on the High Court Order. Pursuant to an order
452dated November 11, 2020, the Supreme Court passed a direction granting interim bail to the
Accused. Pursuant to an order dated December 16, 2020 (“December Order”), the Ld. Chief
Judicial Magistrate, Raigad, issued summons to the Accused for the alleged commission of the
offence. The Accused filed revision petition dated January 2021 (“Revision Petition”) before the
Sessions Court at Raigad under Section 397 of the Code of Criminal Procedure, 1973 (“CrPC”)
for inter alia quashing and setting aside the December Order. It is pertinent to highlight that, our
Company had filed a suit against Concord and others before the City Civil Court at Calcutta seeking
a mandatory injunction against Concord alleging inter alia that our Company was entitled to claim
input tax credit on certain amounts paid to Concord which was allegedly not submitted by Concord
with the GST authorities. The matters are currently pending.
(ii) The Registrar of Companies, West Bengal (through A. Gokulnath, Asst. RoC, West Bengal) (the
“Complainant”) filed a complaint dated March 10, 2021, under Section 200 of the Code of
Criminal Procedure, 1973 (“CrPC”) against our Promoters, NS Niketan LLP (“LLP”), Neetish
Sarda and others (“Accused”), before the Learned Chief Judicial Magistrate, Alipore in relation to
the alleged violation of Section 34 of the Limited Liability Partnership Act, 2008 (“LLP Act”) (the
“Complaint”). The Complaint is with respect to an investigation conducted in relation to the LLP
wherein the investigating officers reported violations in the balance sheet of the LLP under Section
34 of the LLP Act. Pursuant to an order dated March 10, 2021 (“Order”), the Trial Court took
cognisance of the Complaint. The Accused filed a criminal motion before the District & Sessions
Judge, Alipore praying to set aside the proceedings initiated by the trial court against the LLP vide
the Order. Pursuant to an order dated December 24, 2021, the District & Sessions Judge, Alipore
granted stay on the proceedings initiated against the Accused. The matter is currently pending.
(iii) The Registrar of Companies, West Bengal (through A. Gokulnath, Asst. RoC, West Bengal) (the
“Complainant”) filed a complaint dated March 10, 2021, under Section 200 of the Code of
Criminal Procedure, 1973 (“CrPC”) against our Promoters, SNS Infrarealty LLP (“LLP”) and
Saumya Binani and others (“Accused”), before the Learned Chief Judicial Magistrate, Alipore in
relation to the alleged violation of Section 34 of the Limited Liability Partnership Act, 2008 (“LLP
Act”) (the “Complaint”). The Complaint is with respect to an investigation conducted in relation
to the LLP wherein the investigating officers reported violations in the Form 8 (Statement of
accounts and solvency) and Form 11 (Annual return) filings of the LLP and therefore the LLP and
its partners being in violation under Section 34 of the LLP Act. Pursuant to an order dated March
10, 2021 (“Order”), the Trial Court took cognisance of the Complaint. The Accused filed a criminal
motion before the District & Sessions Judge, Alipore praying to set aside the proceedings initiated
by the trial court against the LLP vide the Order. Pursuant to an order dated December 24, 2021,
the District & Sessions Judge, Alipore granted stay on the proceedings initiated against the
Accused. The matter is currently pending.
(iv) The Registrar of Companies, West Bengal (through A. Gokulnath, Asst. RoC, West Bengal) (the
“Complainant”) filed a complaint dated March 10, 2021, under Section 200 of the Code of
Criminal Procedure, 1973 (“CrPC”) against M/s SGS Jute LLP (“LLP”), one of our Promoters,
Neetish Sarda and others (“Accused”), before the Learned Chief Judicial Magistrate, Alipore in
relation to the alleged violation of Section 34 of the Limited Liability Partnership Act, 2008 (“LLP
Act”) (the “Complaint”). The Complaint is with respect to an investigation conducted in relation
to the LLP wherein the investigating officers reported violations under Section 34 of the LLP Act.
Pursuant to an order dated March 10, 2021 (“Order”), the Trial Court took cognisance of the
Complaint. The Accused filed a criminal motion before the District & Sessions Judge, Alipore
praying to set aside the proceedings initiated by the trial court against the LLP vide the Order.
Pursuant to an order dated December 24, 2021, the District & Sessions Judge, Alipore granted stay
on the proceedings initiated against the Accused. The matter is currently pending.
(v) A first information report (“FIR”) dated October 17, 2024, was filed at the Khardah Police Station,
Kolkata, West Bengal by Manoj Kumar Rai (“Complainant”) against one of our Promoters,
Neetish Sarda, and certain other persons (together, the “Accused”) alleging that certain goons and
anti-social elements supported by the Accused tried to forcibly enter a factory in possession by
Regent Vinimay Private Limited (“Regent”). The Complainant is the Vice President of Regent.
The matter is currently pending.
Actions by statutory or regulatory authorities against our Promoters
453There are no actions initiated by statutory or regulatory authorities against our Promoters.
Other material proceedings against our Promoters
Except as disclosed in point (iii) under “Litigation against our Company – Other material proceedings
against our Company” and as disclosed below, there are no other material proceedings against our
Directors as on date of this Prospectus:
(i) A partition suit was filed by Ghanshyam Sarda in September 2009 (“First Partition Suit”) before
the High Court of Calcutta for execution of an arbitration award dated July 18, 2009 (“Arbitration
Award”) in relation to the partition of the properties and assets of the Sarda family and businesses
amongst himself and his brothers, Govind Kumar Sarda and Jagdish Sarda and for partition of
certain remaining properties. In October 2009, Govind Kumar Sarda (“Petitioner”) filed an
arbitration petition against Ghanshyam Sarda, Neetish Sarda (at which time, our Promoter, Neetish
Sarda was a minor) and others (“Respondents”) before the High Court of Calcutta challenging the
Arbitration Award. The matter is currently pending.
Subsequently, in view of several subsequent developments which required the court’s attention, the
First Partition Suit was withdrawn by Ghanshyam Sarda in 2015, with a liberty to file a fresh suit,
and a fresh partition suit was filed before the High Court at Calcutta in 2015 (“Fresh Partition
Suit”) against Govind Kumar Sarda, Jagdish Sarda and others, for the partition of the properties
and assets of the Sarda family and businesses headed by late Shiv Lal Sarda. Our Promoter Neetish
Sarda’s name appears as one of the respondents in this matter by virtue of being a member of the
Sarda family and no relief has been sought against him. The matter is currently pending.
Disciplinary actions including penalties imposed by SEBI or a recognised stock exchanges in the last five
Fiscals
There are no disciplinary actions (including penalties imposed) initiated by SEBI or a recognised stock
exchange against our Promoters in the last five Fiscals immediately preceding the date of this Prospectus,
including any outstanding action.
Tax proceedings involving our Promoters
There are no tax proceedings involving our Promoters.
E. LITIGATION INVOLVING OUR KEY MANAGERIAL PERSONNEL AND SENIOR
MANAGEMENT
I. Litigation by our Key Managerial Personnel and Senior Management
Criminal proceedings by our Key Managerial Personnel and Senior Management
Except as disclosed in “- Litigation involving our Promoters – Litigation by our Promoters” above, there
are no criminal proceedings initiated by our Key Managerial Personnel and Senior Management.
II. Litigation against our Key Managerial Personnel and Senior Management
Criminal proceedings against our Key Managerial Personnel and Senior Management
Except as disclosed in “- Litigation involving our Promoters – Litigation against our Promoters” below,
there are no pending criminal proceedings against our Key Managerial Personnel and Senior Management
as on date of this Prospectus.
Actions by statutory or regulatory authorities against our Key Managerial Personnel and Senior
Management
Our Key Managerial Personnel namely, Neetish Sarda, Harsh Binani, Punam Dargar and Sahil Jain
received summons in relation to the matter disclosed in “-Litigation involving our Company-Litigation
454against our Company- Actions by statutory or regulatory authorities against our Company” above.
F. LITIGATION INVOLVING OUR GROUP COMPANIES
There are no pending litigations involving our Group Companies which may have a material impact on
our Company.
G. OUTSTANDING DUES TO CREDITORS
As of March 31, 2025, outstanding dues to Material Creditors, micro, small and medium enterprises and
other creditors is as follows:
Sr. Amount involved
Type of creditor No. of creditors
No. (in ₹ million)
1. Dues to micro, small and medium enterprises* 219 116.56
2. Dues to Material Creditors 4 621.42
3. Dues to other creditors 426 420.82
Total 649 1,158.80
*As defined under the Micro, Small and Medium Enterprises Development Act, 2006, as amended.
The details pertaining to outstanding overdues to Material Creditors, along with the name and amounts
involved for each such Material Creditor, are available on the website of our Company at
https://smartworksoffice.com/assets_html/pdf/OutstandingDuestoMaterialCreditors/Material-
Creditors.pdf.
H. MATERIAL DEVELOPMENTS
Except as disclosed in “Management’s Discussion and Analysis of Financial Position and Results of
Operations” on page 400, there have been no material developments, since the date of the last financial
statements disclosed in this Prospectus, which materially and adversely affect, or are likely to affect our
operations or profitability or the value of our assets or the ability to pay the liabilities of our Company, on
a consolidated basis, within the next 12 months.
455GOVERNMENT AND OTHER APPROVALS
We have set out below a list of approvals, consents, registrations, licenses and permissions (“Approvals”) which
are required from various governmental, statutory and regulatory authorities in India and which are considered
necessary and material for the purpose of undertaking the business and operations of our Company and Material
Subsidiary (“Material Approvals”).
Our Company and our Material Subsidiary maintains applicable approvals, consents, registrations, licenses and
permissions in respect of only those Centres for which our Company and our Material Subsidiary is responsible
in accordance with the applicable lease agreements entered into with the respective Landlords, as disclosed in
this section, and as required under applicable laws for our business and operations. See “Risk Factors – 36. 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 91.
Some of these Material Approvals may lapse or expire in the ordinary course of business, the applications for
renewal of which are submitted by our Company and Material Subsidiary to the appropriate authorities in
accordance with applicable law. We have disclosed below the Material Approvals (a) that have expired and for
which renewal applications have been made by the Company and Material Subsidiary; (b) that have expired and
for which renewal applications are yet to made by our Company and Material Subsidiary; and (c) required and
applied for by our Company and Material Subsidiary but yet to be received; and (d) required but not yet applied
for by our Company and Material Subsidiary, as applicable.
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 Company’s name as it appears on various
Approvals, to the extent required under applicable law.
For details of sector specific applicable regulatory and legal framework within which our Company conducts its
business, see “Key Regulations and Policies” on page 285. For Offer related approvals and consents, see “Other
Regulatory and Statutory Disclosures” on page 462, for incorporation details of our Company, see “History and
Certain Corporate Matters” on page 299 and for incorporation details of our Material Subsidiary, see “Our
Subsidiaries - Foreign Subsidiary (“Material Subsidiary”)” on page 297.
For risks associated with not obtaining or delay in obtaining the requisite Material Approvals, see “Risk Factors
– 36. 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 91.
I. Our Company
A. Material Approvals in relation to our business and operations
Business, labour and employee related Material Approvals
(a) Trade license issued by respective municipal corporations of cities where our Centres are located,
under the local municipality laws;
(b) Certificates of registration issued by the labour department of local governments where our Centres
are located, under the respective shops & establishments legislations of the states;
(c) Consent to operate issued by the respective Pollution Control Board of the states, in respect of our
Centres, under the Air (Prevention and Control of Pollution) Act, 1981, the Water (Prevention and
Control of Pollution) Act, 1974 and the Hazardous and Other Wastes (Management and
Transboundary Movement) Rules, 2016;
(d) No objection certificates issued by the respective fire departments of the local governments where
our Centres are located under the respective State legislation;
(e) Approval for electrical installation pertaining to diesel generator sets issued by the respective
electrical inspectorates of the local governments where our centres are located under the Indian
Electricity Rules, 1956;
456(f) Certificates of registration issued by the labour department of the local governments where our
Centres are located, under the Contract Labour (Regulation and Abolition) Act, 1970;
(g) Registrations issued by the Employees’ Provident Fund Organisation, under the Employees’
Provident Funds and Miscellaneous Provisions Act, 1952.
(h) Registrations issued by the Employees State Insurance Corporation, under the Employees’ State
Insurance Act, 1948
Tax related Approvals
(a) Permanent Account Number AAWCS5258F under the Income Tax Act, 1961.
(b) Tax Deduction Account Number DELS99050A under the Income Tax Act, 1961.
(c) GST registrations under the respective goods and service tax legislations in the states where our
business operations are undertaken.
B. Material Approvals that have expired and for which renewal applications have been made by our
Company:
Nil
C. Material Approvals that have expired and for which renewal applications are yet to be made by
our Company:
Nil
D. Material Approvals required and applied for by our Company, but not yet received:
Nil
E. Material Approvals required but not yet applied for by our Company:
Nil
II. Our Material Subsidiary
A. Material Approvals in relation to the business and operations of our Material Subsidiary
Business, labour and employee related Material Approvals
(a) Letter of registration for import and export issued by the Director General, Singapore Customs,
under the Regulation of Imports and Exports Act, 1995 and Customs Act, 1960.
Tax related Approvals
(a) GST registration under the Goods and Services Tax Act, 1993 issued by the Comptroller of Goods
and Services Tax, Inland Revenue Authority of Singapore.
B. Material Approvals that have expired and for which renewal applications have been made by our
Material Subsidiary:
Nil
C. Material Approvals that have expired and for which renewal applications are yet to be made by
our Material Subsidiary:
Nil
D. Material Approvals required and applied for by our Material Subsidiary, but not yet received:
457Nil
E. Material Approvals required but not yet applied for by our Material Subsidiary:
Nil
Intellectual property rights
For details on our intellectual property, see “Our Business – Intellectual Property” on page 284. For risks
associated with our intellectual property see “Risk Factors – 35. Our inability to protect or use our intellectual
property rights may adversely affect our business” on page 91.
458GROUP COMPANIES
Pursuant to a resolution dated June 18, 2025 our Board formulated a policy for identification of group companies
(“Materiality Policy”) and has noted that in accordance with the SEBI ICDR Regulations, ‘group companies’ of
our Company, and for the purpose of disclosure in this Prospectus, group companies of our Company shall include
(i) the companies (other than our Corporate Promoters and Subsidiaries) with which there were related party
transactions, as disclosed in the Restated Consolidated Financial Information; and (ii) such other companies as
considered material by the Board pursuant to the Materiality Policy.
With respect to (ii) above, our Board in its meeting held on June 18, 2025 has considered and adopted the
Materiality Policy for identification of companies that shall be considered material and disclosed as ‘group
companies’ in this Prospectus. In terms of the Materiality Policy, a company (other than our Subsidiaries,
Corporate Promoters and the companies categorised under (i) above) shall be been considered “material” and shall
be disclosed as a ‘Group Company’ in this Prospectus if such company is a member of the Promoter Group (other
than our Corporate Promoters) and our Company has entered into one or more transactions with such company in
the last completed Financial Year, which individually or cumulatively in value, exceeds 10% of the revenue from
operations of our Company as per the Restated Consolidated Financial Information of the last completed Financial
Year or period, as applicable.
Considering the parameters outlined above, as on date of this Prospectus, our Board has identified the following
companies as Group Companies:
1. Talbotforce Services Private Limited;
2. Vision Comptech Integrators Limited;
3. Smart I T Services Private Limited;
4. SML-Smart Technologies Private Limited; and
5. Jagadhatri Vyapaar Private Limited
Details of the Group Companies
A. Details of the Group Companies
1. Talbotforce Services Private Limited (“Talbotforce”)
Corporate information
The registered office of Talbotforce is situated at Unit No. 305-310, Plot No 9, 10 and 11, Vardhman
Trade Centre, Nehru Place, South Delhi, Delhi 110 019, India. Talbotforce is currently engaged in
the business of integrated facility management services.
Financial information
The financial information of Talbotforce is based on the audited standalone financial statements for
Fiscal 2024, Fiscal 2023 and Fiscal 2022, and is available on our website at
https://smartworksoffice.com/investors/.
2. Vision Comptech Integrators Limited (“Vision”)
Corporate information
The registered office of Vision is situated at Victoria Park, 9th Floor, Plot No. GN-37/2, Sector -
V, Salt Lake City, Parganas North, Kolkata 700 091, West Bengal, India. Vision is currently
engaged in the business of realty and information technology and allied software services.
Financial information
The financial information of Vision is based on the audited standalone and consolidated financial
459statements for Fiscal 2024, 2023, and Fiscal 2022 and is available on our website at
https://smartworksoffice.com/investors/.
3. Smart I T Services Private Limited (“Smart I T”)
Corporate information
The registered office of Smart I T is situated at Tower House, 5th Floor, 2A, Chowringhee Square,
Kolkata 700 069, West Bengal, India. Smart I T is currently engaged in the business of information
technology and allied software services.
Financial information
The financial information of Smart I T is based on the audited standalone financial statements for
Fiscal 2024, 2023, and Fiscal 2022 and is available on our website at
https://smartworksoffice.com/investors/.
4. SML-Smart Technologies Private Limited (“SML-Smart”)
Corporate information
The registered office of SML-Smart is situated at Tower House, 5th Floor, 2A, Chowringhee
Square, Kolkata 700 069, West Bengal, India. SML-Smart is currently engaged in the business of
information technology and allied software services.
Financial information
The financial information of SML-SMART is based on the audited standalone financial statements
for Fiscal 2024, 2023, and Fiscal 2022 and is available on our website at
https://smartworksoffice.com/investors/.
5. Jagadhatri Vyapaar Private Limited (“Jagadhatri”)
Corporate information
The registered office of Jagadhatri is situated at 14/1, Judges Court Road, Alipore, Kolkata 700 027,
West Bengal, India. Jagadhatri is currently engaged in the business of management consultancy
services.
Financial information
The financial information of Jagadhatri is based on the audited standalone and consolidated
financial statements for Fiscal 2024, 2023, and Fiscal 2022, as applicable, and is available on our
website at https://smartworksoffice.com/investors/.
B. Nature and extent of interest of Group Companies
In the promotion of our Company
None of the Group Companies have any interest in the promotion of our Company.
In the properties acquired by our Company in the past three years before filing this Prospectus or
proposed to be acquired by our Company
None of the Group Companies are interested in the properties acquired by our Company in the three years
preceding the date of this Prospectus or proposed to be acquired by our Company.
In transactions for acquisition of land, construction of building and supply of machinery, etc.
None of the Group Companies are interested in any transactions for acquisition of land, construction of
building or supply of machinery, etc. entered into by our Company.
460Related business transactions within the Group Companies and significance on the financial
performance of our Company
Except as disclosed in “Restated Consolidated Financial Information – Note 35 - Related Party
Transactions and Balances” on page 384, there are no other related business transactions between our
Company and the Group Companies.
C. Litigation
As on the date of this Prospectus, there is no outstanding litigation involving the Group Companies which
could have a material impact on our Company.
D. Common pursuits among the Group Companies and our Company
As on the date of this Prospectus, there are no common pursuits among the Group Companies and our
Company.
E. Business interest of Group Companies
Except in the ordinary course of business and as stated in “Restated Consolidated Financial Information –
Note 35 - Related Party Transactions and Balances” on page 384, none of the Group Companies have any
business interest in our Company.
F. Confirmations
As on the date of this Prospectus, none of the Group Companies have their securities listed on any stock
exchange. None of our Group Companies have made any public, rights issue or composite issue (as defined
under the SEBI ICDR Regulations) of securities in the three years preceding the date of this Prospectus.
461OTHER REGULATORY AND STATUTORY DISCLOSURES
Authority for the Offer
The Offer has been authorised by a resolution of our Board dated July 31, 2024 and the Fresh Issue has been
authorised by a special resolution of our Shareholders dated August 3, 2024. Further, our Board has taken on
record the consents of the Promoter Selling Shareholders and the consent of the Investor Selling Shareholder, in
its meetings held on February 17, 2025 and January 23, 2025, respectively.
The Addendum to the DRHP was approved pursuant to a resolution passed by our Board on December 27, 2024.
Each of the Selling Shareholders have, severally and not jointly, confirmed and authorised its participation in the
Offer for Sale in relation to its portion of Offered Shares, as set out below.
Date of the board Date of the
S. Name of the selling Maximum Offered Shares and
resolution, if consent
No. shareholder aggregate amount of Offer for Sale
applicable letter
1. NS Niketan LLP NA February 17, 490,000^ Equity Shares of face value of ₹
2025 10 each, aggregating up to 199.43 million
2. SNS Infrarealty LLP NA February 17, 310,000^ Equity Shares of face value of ₹
2025 10 each, aggregating up to 126.17 million
3. Space Solutions India Pte. August 8, 2024 January 23, 2,579,740^ Equity Shares of face value of ₹
Ltd. (formerly Lisbrine Pte 2025 10 each, aggregating up to 1,049.95 million
Limited)
^ Subject to finalisation of the Basis of Allotment
None of our Selling Shareholders hold any shares in any other Selling Shareholder.
Our Board and the IPO Committee had approved the Draft Red Herring Prospectus pursuant to their resolution
dated August 11, 2024 and August 14, 2024, respectively. Our Board had approved the Red Herring Prospectus
pursuant to their resolution dated July 4, 2025. Our Board has approved this Prospectus pursuant to resolution
dated July 14, 2025, for filing with the RoC.
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 October 23, 2024.
Prohibition by SEBI or other Governmental Authorities
Our Company, our Subsidiaries, our Promoters (the persons in control of our Company), our Directors, the
members of the Promoter Group, persons in control of our Corporate Promoters and the Selling Shareholders are
not prohibited from accessing the capital markets and are not 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.
Compliance with the Companies (Significant Beneficial Owners) Rules, 2018
Our Company, our Promoters, the members of the Promoter Group and the Selling Shareholders, severally and
not jointly, confirm that they are in compliance with the Companies (Significant Beneficial Ownership) Rules,
2018, as applicable, to them in relation to their respective holding in our Company, as on the date of this
Prospectus.
Directors associated with the securities market
Other than Pushpa Mishra, who is a director on the board of directors of Nexome Capital Market Limited (formerly
known as SMIFS Capital Market Limited), a SEBI registered entity, none of our Directors are, in any manner,
associated with the securities market. Further, there are no outstanding action(s) initiated by SEBI against the
Directors of our Company in the five years preceding the date of this Prospectus.
462Eligibility for the Offer
Our Company is eligible to undertake the Offer in accordance with the eligibility criteria provided in Regulation
6(1) of the SEBI ICDR Regulations as derived from the Restated Consolidated Financial Information, and is in
compliance with the conditions specified therein in the following manner:
(a) Our Company has had net tangible assets of at least ₹30.00 million, calculated on a restated and
consolidated basis, in each of the preceding three full years (of 12 months each), i.e. as at and for the
Fiscals 2025, 2024 and 2023 of which not more than 50% are held in monetary assets;
(b) Our Company has an average operating profit of at least ₹150.00 million, calculated on a restated and
consolidated basis, during the preceding three years (of 12 months each), i.e. as at and for the Fiscals 2025,
2024 and 2023 with operating profit in each of these preceding three years;
(c) Our Company has a net worth of at least ₹10.00 million in each of the preceding three full years (of 12
months each), calculated on a restated and consolidated basis i.e. as at and for the Fiscals 2025, 2024 and
2023; and
(d) Our Company has not changed its name in the last one year immediately preceding the date of filing of the
Red Herring Prospectus and this Prospectus other than the deletion of the word “Private” from the name
of our Company pursuant to conversion to a public limited company. Our Company has not undertaken
any new activity pursuant to such change in name.
Set forth below are our Company’s net tangible assets, monetary assets, monetary assets as a percentage of our
net tangible assets, operating profit and net worth, derived from the Restated Consolidated Financial Information
included in this Prospectus.
(in ₹ million, except as stated)
As at and for the Fiscals ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Restated net tangible assets (A)(1) 6,682.28 4,846.63 4,240.84
Restated monetary assets (B) 429.30 340.12 1,139.41
Restated monetary assets, as a percentage 6.42 7.02 26.87
of the restated net tangible assets (in %)
(C) = (B) / (A)*100
Pre-tax operating profit/ (loss), as restated 2,212.66 1,869.50 677.52
Average of the pre-tax operating profit for 1,586.56
the three years ended March 31, 2025,
2024 and 2023
Net worth for the purpose of Regulation 6 1,075.13 500.07 314.66
of the SEBI ICDR Regulations(2)
Notes:
1. Restated net tangible assets excludes intangible assets, intangible assets under development, deferred tax assets/ liabilities, right of use
assets and related lease liabilities.
2. Net worth means the aggregate value of the paid-up share capital, securities premium, instruments classified as equity, money received
against share warrants, share application money pending allotment and retained earnings.
Our Company confirms that it is in compliance with the conditions specified in Regulations 5 and 7(1) of the
SEBI ICDR Regulations, to the extent applicable, and will ensure compliance with the conditions specified in
Regulations 7(2) and 7(3) of the SEBI ICDR Regulations, to the extent applicable.
The details of our compliance with Regulation 5 and Regulation 7(1) of the SEBI ICDR Regulations are as
follows:
(a) None of our Company, our Promoters, members of our Promoter Group, our Directors or the Selling
Shareholders are debarred from accessing the capital markets by SEBI.
(b) None of our Promoters or Directors are promoters or directors of companies which are debarred from
accessing the capital markets by SEBI.
(c) None of our Company, our Promoters or Directors is a Wilful Defaulter or Fraudulent Borrower.
463(d) None of our Promoters or Directors has been declared a Fugitive Economic Offender.
(e) Except for the options granted under ESOP 2022, there are no outstanding convertible securities, 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 Prospectus.
(f) Our Company along with Registrar to the Company has entered into tripartite agreements dated April 13,
2023 and September 19, 2022 with NSDL and CDSL, respectively, for dematerialisation of the Equity
Shares.
(g) The Equity Shares of our Company held by the Promoters are in the dematerialised form; and
(h) All the Equity Shares are fully paid-up and there are no partly paid-up Equity Shares as on the date of filing
of the Draft Red Herring Prospectus.
Further, in accordance with Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the
number of Allottees under the Offer shall 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.
Each Selling Shareholder, severally and not jointly, confirms that it is in compliance with Regulation 8 of the
SEBI ICDR Regulations.
DISCLAIMER CLAUSE OF 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 OFFER IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS
OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE DRAFT RED HERRING
PROSPECTUS. THE BRLMs, JM FINANCIAL LIMITED, BOB CAPITAL MARKETS LIMITED, IIFL
CAPITAL SERVICES LIMITED (FORMERLY KNOWN AS IIFL SECURITIES LIMITED) AND
KOTAK MAHINDRA CAPITAL COMPANY LIMITED HAVE 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 OFFER.
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 BRLMs ARE EXPECTED TO
EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY AND THE SELLING
SHAREHOLDERS DISCHARGE THEIR RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND
TOWARDS THIS PURPOSE, THE BRLMs, JM FINANCIAL LIMITED, BOB CAPITAL MARKETS
LIMITED, IIFL CAPITAL SERVICES LIMITED (FORMERLY KNOWN AS IIFL SECURITIES
LIMITED) AND KOTAK MAHINDRA CAPITAL COMPANY LIMITED, HAVE FURNISHED TO
SEBI, A DUE DILIGENCE CERTIFICATE DATED AUGUST 14, 2024 IN THE FORMAT
PRESCRIBED UNDER SCHEDULE V(FORM 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 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 PROPOSED OFFER. SEBI FURTHER RESERVES THE
RIGHT TO TAKE UP, AT ANY POINT OF TIME, WITH THE BRLMs, ANY IRREGULARITIES OR
LAPSES IN THE DRAFT RED HERRING PROSPECTUS.
464THE SELLING SHAREHOLDERS WILL BE SEVERALLY, AND NOT JOINTLY, RESPONSIBLE
FOR THE RESPECTIVE STATEMENTS SPECIFICALLY CONFIRMED OR UNDERTAKEN BY IT
IN THE DRAFT RED HERRING PROSPECTUS IN RELATION TO ITSELF AND ITS RESPECTIVE
PORTION OF THE OFFERED SHARES.
The filing of the Draft Red Herring Prospectus does not absolve the Selling Shareholders from any liabilities to
the extent of the statements specifically made or confirmed by themselves in respect of themselves and of their
respective Offered Shares, under Section 34 or Section 36 of Companies Act, 2013.
All legal requirements pertaining to this Offer have been complied with at the time of filing of this Prospectus
with the RoC in terms of Section 32 of the Companies Act. All legal requirements pertaining to this Offer have
been complied with at the time of filing of this Prospectus with the RoC in terms of Sections 26, 32, 33(1) and
33(2) of the Companies Act.
Disclaimer from our Company, our Directors, the Selling Shareholders and the BRLMs
Our Company, the Directors, the Selling Shareholders and the BRLMs accept no responsibility for statements
made otherwise than in this 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 www.smartworksoffice.com, would be doing so at his or her own risk. Each of the Selling Shareholders,
its respective directors, affiliates, associates and officers accept/undertake no responsibility for any statements
other than those specifically undertaken or confirmed by such Selling Shareholder in relation to itself as a Selling
Shareholder and its respective proportion of the Offered Shares.
The BRLMs accept no responsibility, save to the limited extent as provided in the Offer Agreement and the
Underwriting Agreement.
All information was made available by our Company, the Selling Shareholders (severally and not jointly, solely
to the extent relating to itself and its respective portion of the Offered Shares and to the extent required in relation
to the Offer for Sale) and the BRLMs to the public and investors at large and no selective or additional information
was available for a section of the investors in any manner whatsoever, including at road show presentations, in
research or sales reports, at Bidding centres or elsewhere.
Bidders who have Bid in the Offer were be required to confirm and are deemed to have represented to our
Company, the Selling Shareholders, Underwriters and their respective directors, partners, designated partners,
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, the Selling Shareholders, Underwriters and their respective directors, partners,
designated partners, officers, agents, affiliates, employees, and representatives accept no responsibility or liability
for advising any investor on whether such investor is eligible to acquire the Equity Shares.
The BRLMs and their respective associates and affiliates, in their capacity as principals or agents, may engage in
transactions with, and perform services for, our Company, the Selling Shareholders and their respective group
companies, affiliates or associates or third parties 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, the Selling
Shareholders and their respective group companies, 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 Offer will be subject to the jurisdiction of appropriate court(s) in New Delhi only.
The Offer was 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, corporate bodies and societies
registered under the applicable laws in India and authorised to invest in shares, Indian Mutual Funds registered
with SEBI, Indian financial institutions, commercial banks, regional rural banks, co-operative banks (subject to
RBI permission), or trusts under applicable trust law and who are authorised under their constitution to hold and
invest in shares, permitted insurance companies and pension funds, with minimum corpus of ₹ 250 million,
registered with the Pension Fund Regulatory and Development Authority established under section 3(1) of the
465Pension Fund Regulatory and Development Authority Act, 2013, insurance funds set up and managed by the army
and navy and insurance funds set up and managed by the Department of Posts, 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 Prospectus does not constitute an offer to sell or an invitation to subscribe to or purchase the Equity Shares
in the Offer in any jurisdiction, to any person to whom it is unlawful to make an offer or invitation in such
jurisdiction. Any person into whose possession this 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 Offer
will be made only pursuant to this Prospectus if the recipient is in India or the preliminary offering memorandum
for the Offer, which comprises this Prospectus and the preliminary international wrap for the Offer, if the recipient
is outside India. No person outside India is eligible to Bid for Equity Shares in the Offer unless that person
has received the preliminary offering memorandum for the Offer, which contains the selling restrictions
for the Offer 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 had been filed with SEBI for its observations and
this Prospectus has been filed with the RoC. Accordingly, the Equity Shares represented hereby may not be offered
or sold, directly or indirectly, and this Prospectus may not be distributed, in any jurisdiction, except in accordance
with the legal requirements applicable in such jurisdiction. Neither the delivery of this Prospectus, nor any offer
or sale hereunder, shall, under any circumstances, create any implication that there has been no change in our
affairs or in the affairs of our Company or the Selling Shareholders 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 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, and have not been 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 applicable U.S. state securities laws. Accordingly, the Equity
Shares were offered and sold outside the United States in offshore transactions in reliance on Regulation S
and the applicable laws of each jurisdictions where such offers and sales were made.
Bidders were advised to ensure that any Bid from them did not exceed investment limits or maximum
number of Equity Shares that could be held by them under applicable law. Further, each Bidder was
required to agree in the Allotment Advice that such Bidder would 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 had been submitted to BSE. The disclaimer clause as
intimated by BSE to our Company vide its in-principal approval dated October 23, 2024, is as follows:
“BSE Limited ("the Exchange") has given vide its letter dated October 23, 2024, 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
466other reason whatsoever.”
Disclaimer clause of 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 vide its in-principal approval dated October 23, 2024, is as follows:
“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/4311 dated October 23, 2024,
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 the Red Herring Prospectus and this 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
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/Offer Closing Date or such period as may be prescribed by SEBI.
If our Company does not Allot the Equity Shares within two Working Days from the Bid/Offer Closing Date or
within such timeline as prescribed by SEBI, all amounts received in the Public Offer Accounts will be transferred
to the Refund Account and it shall be utilised to repay, without interest, all monies received from Bidders, failing
which interest shall be due to be paid to the Bidders as prescribed under applicable law.
The Company and the Selling Shareholders shall refund the money raised in the Offer, together with any interest
on such money as required under applicable laws, to the Bidders if required to do so for any reason under
applicable laws, including due to failure to obtain listing or trading approval or pursuant to any direction or order
of SEBI or any other governmental authority. Each Selling Shareholder shall be, severally and not jointly, liable
to refund money raised in the Offer, only to the extent of its respective Offered Shares, together with any interest
on such amount as per applicable laws. Provided that the Selling Shareholders shall not be liable or responsible
to pay such interest unless such delay is solely and directly attributable to an act or omission of such Selling
Shareholder.
Each of the Selling Shareholders undertake to provide such reasonable assistance as may be requested by our
Company, to the extent such assistance is required from such Selling Shareholders in relation to the Offered Shares
to facilitate the process of listing and commencement of trading of the Equity Shares on the Stock Exchanges
within such time prescribed by SEBI.
Consents
Consents in writing of the Selling Shareholders, our Directors, our Company Secretary and Compliance Officer,
Statutory Auditors, legal counsel to the Company as to Indian law, the BRLMs, the Registrar to the Offer, bankers
467to our Company (wherever applicable), Isotect Design Studio, independent architect, CBRE, the Syndicate
Members, Monitoring Agency, the Sponsor Banks, Escrow Collection Bank, Public Offer Account Bank and
Refund Bank to act in their respective capacities, were obtained and filed along with a copy of the Red Herring
Prospectus with the RoC as required under the Companies Act and such consents have not been withdrawn as on
the date of this Prospectus.
Experts to the Offer
Except as stated below, our Company has not obtained any expert opinions:
Our Company has received written consent from the Statutory Auditors, holding a valid peer review certificate
from ICAI, to include their name as required under Section 26 of the Companies Act, 2013 in this Prospectus and
as an ‘expert’ as defined under Section 2(38) of Companies Act, 2013 in respect of the: (i) their examination report
dated June 18, 2025 on the Restated Consolidated Financial Information; and (ii) the statement of special tax
benefits in relation to the Company and its Shareholders dated June 18, 2025 included in this Prospectus. Such
consent has not been withdrawn as on the date of this 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 July 4, 2025 from Ray & Ray, Chartered Accountants, to include
their name as required under section 26 (5) of the Companies Act, read with SEBI ICDR Regulations, in this
Prospectus, and as an “expert” as defined under section 2(38) of the Companies Act to the extent and in their
capacity as our independent chartered accountant and such consent has not been withdrawn as on the date of this
Prospectus.
Our Company has received written consent dated June 20, 2025 from Singhi & Co., Chartered Accountants, to
include their name as required under section 26 (5) of the Companies Act, read with SEBI ICDR Regulations, in
this Prospectus, and as an “expert” as defined under section 2(38) of the Companies Act to the extent and in their
capacity as an independent chartered accountant in relation to their report dated June 20, 2025 on the statement of
special tax benefits for our Material Subsidiary as included in this Prospectus and such consent has not been
withdrawn as on the date of this Prospectus.
In addition, our Company has received written consent dated August 13, 2024 from Isotect Design Studio,
independent architect, to include their name as required under section 26 (1) of the Companies Act, 2013 read
with SEBI ICDR Regulations, in this 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 architect.
Particulars regarding public or rights issues by our Company during the last five years and performance
vis-à-vis objects
Our Company has not made any public or rights issue during the five years preceding the date of this Prospectus.
Underwriting Commission, Brokerage and Selling Commission paid on previous issues of the Equity Shares
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
five years preceding the date of this Prospectus.
Capital issue during the previous three years by our Company, the listed Group Companies, Subsidiaries
and associates of our Company
Our Company does not have any listed Subsidiaries, Group Companies or Associates, as on the date of this
Prospectus.
Other than as disclosed in “Capital Structure – Notes to the capital structure” on page 130, our Company has not
made any capital issues during the three years preceding the date of this Prospectus.
Performance vis-à-vis objects –public/rights issue of our listed subsidiaries/promoters
As on the date of this Prospectus, our Company does not have a listed Subsidiary. None of our Corporate
Promoters are listed on any stock exchange.
468Price information of past issues handled by the BRLMs
A. JM Financial Limited
1. Price information of past issues (during current financial year and two financial years preceding the current financial year) handled by JM Financial Limited:
Sr. Issue name Issue Size Issue price Listing Opening +/- % change in closing +/- % change in closing +/- % change in closing
No. (₹ million) (₹) Date price on price, [+/- % change in price, [+/- % change in price, [+/- % change in
Listing Date closing benchmark] - closing benchmark] - closing benchmark] -
(in ₹) 30th calendar days from 90th calendar days from 180th calendar days
listing listing from listing
1. HDB Financial Services Limited* 1,25,000.00 740.00 July 2, 2025 835.00 Not Applicable Not Applicable Not Applicable
2. Kalpataru Limited*8 15,900.00 414.00 July 1, 2025 414.00 Not Applicable Not Applicable Not Applicable
3. Ellenbarrie Industrial Gases 8,525.25 400.00 July 1, 2025 486.00 Not Applicable Not Applicable Not Applicable
Limited*
4. Arisinfra Solutions Limited* 4,995.96 222.00 June 25, 2025 205.00 Not Applicable Not Applicable Not Applicable
5. Oswal Pumps Limited* 13,873.40 614.00 June 20, 2025 634.00 Not Applicable Not Applicable Not Applicable
6. Schloss Bangalore Limited* 35,000.00 435.00 June 2, 2025 406.00 -6.86% [3.34%] Not Applicable Not Applicable
7. Ather Energy Limited*7 29,808.00 321.00 May 6, 2025 328.00 -4.30% [0.99%] Not Applicable Not Applicable
8. Ajax Engineering Limited*10 12,688.84 629.00 February 17, 2025 576.00 -2.86% [-0.55%] 6.78% [8.97%] Not Applicable
9. Ventive Hospitality Limited*9 16,000.00 643.00 December 30, 2024 716.00 5.51% [-2.91%] 10.80%[-0.53%] 7.10% [8.43%]
10. Inventurus Knowledge Solutions 24,979.23 1,329.00 December 19, 2024 1,900.00 40.85% [-3.13%] 13.77% [-4.67%] 30.17% [4.15%]
Limited*
Source: www.nseindia.com and www.bseindia.com
# BSE as Designated Stock Exchange
* NSE as Designated Stock Exchange
Notes:
1. Opening price information as disclosed on the website of the Designated Stock Exchange.
2. Change in closing price over the issue/offer price as disclosed on Designated Stock Exchange.
3. For change in closing price over the closing price as on the listing date, the CNX NIFTY or S&P BSE SENSEX is considered as the Benchmark Index as per the Designated Stock Exchange
disclosed by the respective Issuer at the time of the issue, as applicable.
4. In case of reporting dates falling on a trading holiday, values for the trading day immediately preceding the trading holiday have been considered.
5. 30th calendar day has been taken as listing date plus 29 calendar days; 90th calendar day has been taken as listing date plus 89 calendar days; 180th calendar day has been taken a listing
date plus 179 calendar days.
6. Restricted to last 10 issues.
7. A discount of Rs. 30 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion.
8. A discount of Rs. 38 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion.
9. A discount of Rs. 30 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion.
10. A discount of Rs. 59 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion.
4692. Summary statement of price information of past issues handled by JM Financial Limited:
Financial Total Total funds Nos. of IPOs trading at discount Nos. of IPOs trading at premium Nos. of IPOs trading at discount Nos. of IPOs trading at premium
Year no. of raised on as on 30th calendar days from on as on 30th calendar days from as on 180th calendar days from as on 180th calendar days from
IPOs (` Millions) listing date listing date listing date listing date
Over Between Less than Over 50% Between Less than Over Between Less than Over Between Less than
50% 25% - 50% 25% 25%-50% 25% 50% 25%-50% 25% 50% 25%-50% 25%
2025-2026 7 2,33,102.61 - - 2 - - - - - - - - -
2024-2025 13 2,55,434.10 - - 5 5 2 1 1 3 1 4 1 2
2023-2024 24 2,88,746.72 - - 7 4 5 8 - - 5 7 5 7
B. BOB Capital Markets Limited
1. Price information (during the current Financial Year and two Financial Years preceding the current Financial Year) of past issues handled by BOBCAPS:
+/- % change in closing +/- % change in closing
Opening +/- % change in closing price,
price, [+/- % change in price, [+/- % change in
Issue Size Issue Price on [+/- % change in closing
Sr. No. Issue Name Listing Date closing benchmark]- 30th closing benchmark]- 90th
(₹ Mn.) Price (₹) Listing benchmark]- 180th calendar
calendar days from listing calendar days from
Date days from listing(1)(2)
(1)(2) listing (1)(2)
1 P N Gadgil Jewellers 11,000.00 480.00 September 17, 830.00 +61.14%[-1.76%] +53.04% [-2.56%] +4.83%[-11.89%]
Limited^ 2024
2. Ola Electric Mobility 61,455.59 76.00 August 9, 2024 76.00 +44.17%[1.99%] -2.11% [0.48%] -1.51% [-2.58%]
Limited^(4)
3. Bharti Hexacom Limited^^ 42,750.00 570.00 April 12, 2024 755.20 +58.25% [-2.13%] +85.03% [+7.65%] +158.31% [+9.95%]
4. Indian Renewable Energy 21,502.12 32.00 November 29, 50.00 +204.06% [+8.37%] +373.44% [+10.08%] +479.84% [+14.23%]
Development Agency 2023
Limited^
5. IRM Energy Limited^(3) 5,443.63 505.00 October 26, 477.25 -7.20% [+4.97%] -0.25% [+12.63%] +19.69% [+18.45%]
2023
Source: www.nseindia.com and www.bseindia.com
^NSE as designated Stock Exchange
^^BSE as designated Stock Exchange
Notes:
1. The 30th, 90th and 180th calendar day from listing day have been taken as listing day plus 29, 89 and 179 calendar days respectively. In the event any day falls on a holiday, the price/index of the
previous trading day has been considered.
2. Benchmark index considered is “NIFTY 50” where NSE is the designated stock exchange and “S&P BSE SENSEX” where BSE is the designated stock exchange, as disclosed by the respective
470Issuer Company at the time of the Issue, as applicable.
3. Price for eligible employee was ₹457.00 per equity share, a discount of ₹ 48.00 per equity share
4. Price for eligible employee was ₹69.00 per equity share, a discount of ₹7.00 per equity share.
2. Summary statement of price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year)
handled by BOBCAPS:
Tot No. of IPOs trading at discount - No. of IPOs trading at premium - No. of IPOs trading at discount - No. of IPOs trading at premium -
Total
al 30th calendar days from listing 30th calendar days from listing 180th calendar days from listing 180th calendar days from listing
amount
no.
Financial Year of funds
of Over Between 25- Less than Over Between 25- Less than Over Between 25- Less than Over Between 25- Less than
raised
IP 50% 50% 25% 50% 50% 25% 50% 50% 25% 50% 50% 25%
(₹ Mn.)
Os
2025-26 - - - - - - - - - - - - - -
2024-25 3 1,15,205 - - - 2 1 - - - 1 1 - 1
.59
2023-24 2 26,945.7 1 1 - - - - - 1 - 1
5
Source: Prospectus for issue details
Notes:
1. The above information is as on the date of this Offer Document.
2. The information for the financial years is based on issues listed during such financial year.
C. IIFL Capital Services Limited (formerly known as IIFL Securities Limited)
1. Price information of past issues (during current financial year and two financial years preceding the current financial year) handled by IIFL Capital Services
Limited (formerly known as IIFL Securities Limited):
Sr. No. Issuer Name Issue Size Issue Designated Listing Date Opening +/- % change in +/- % change in +/- % change in
(in Rs. Mn) Price Stock Price on closing price*, [+/- closing price*, [+/- closing price*, [+/- %
(Rs.) Exchange Listing % change in closing % change in closing change in closing
as disclosed Date benchmark]- 30th benchmark]- 90th benchmark]- 180th
in the red calendar days from calendar days from calendar days from
herring listing listing listing
prospectus
filed
1. Sai Life Sciences 30,426.20 549.00 NSE December 18, 2024 650.00 +30.57%, [-3.67%] +28.39%, [-6.98%] +40.26%, [+2.15%]
Limited
2. Ventive 16,000.00 643.00(1) NSE December 30, 2024 716.00 +5.51%, [-2.91%] +10.80%, [-0.53%] +7.10%, [+8.43%]
Hospitality
Limited
3. Standard Glass 4,100.51 140.00 NSE January 13, 2025 172.00 +14.49%, [-0.06%] -2.76%, [-1.11%] +29.06%, [+8.94%]
471Sr. No. Issuer Name Issue Size Issue Designated Listing Date Opening +/- % change in +/- % change in +/- % change in
(in Rs. Mn) Price Stock Price on closing price*, [+/- closing price*, [+/- closing price*, [+/- %
(Rs.) Exchange Listing % change in closing % change in closing change in closing
as disclosed Date benchmark]- 30th benchmark]- 90th benchmark]- 180th
in the red calendar days from calendar days from calendar days from
herring listing listing listing
prospectus
filed
Lining Technology
Limited
4. Hexaware 87,500 708.00(2) NSE February 19, 2025 745.50 +3.45%, [+1.12%] +5.16%, [+8.78%] N.A.
Technologies
Limited
5. Aegis Vopak 28,000.00 235.00 BSE June 2, 2025 220.00 +3.74%, [+2.86%] N.A. N.A.
Terminals Limited
6. Schloss Bangalore 35,000.00 435.00 NSE June 2, 2025 406.00 -6.86%, [+3.34%] N.A. N.A.
Limited
7. Oswal Pumps 13,873.40 614.00 NSE June 20, 2025 634.00 N.A. N.A. N.A.
Limited
8. Arisinfra Solutions 4,995.96 222.00 NSE June 25, 2025 205.00 N.A. N.A. N.A.
Limited
9. Ellenbarrie 8,525.25 400.00 NSE July 1, 2025 486.00 N.A. N.A. N.A.
Industrial Gases
Limited
10. HDB Financial 1,25,000.00 740.00 NSE July 2, 2025 835.00 N.A. N.A. N.A.
Services Limited
Source: www.nseindia.com; www.bseindia.com, as applicable
(1) A discount of Rs. 30 per equity share was offered to eligible employees bidding in the employee reservation portion.
(2) A discount of Rs. 67 per equity share was offered to eligible employees bidding in the employee reservation portion.
*Benchmark Index taken as NIFTY 50 or S&P BSE SENSEX, as applicable. Price of the designated stock exchange as disclosed by the respective issuer at the time of the issue has been considered for all of the above
calculations. The 30th, 90th and 180th calendar day from listed day have been taken as listing day plus 29, 89 and 179 calendar days, except wherever 30th /90th / 180th calendar day from listing day is a holiday, the closing
data of the previous trading day has been considered. % change taken against the Issue Price in case of the Issuer. NA means Not Applicable. The above past price information is only restricted to past 10 initial public
offers.
2. Summary statement of price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year)
handled by IIFL Capital Services Limited (formerly known as IIFL Securities Limited):
No. of IPOs trading at No. of IPOs trading at
Total Total Funds No. of IPOs trading at discount – No. of IPOs trading at premium –
Financial discount – 180th calendar days premium – 180th calendar days
No. of Raised 30th calendar days from listing 30th calendar days from listing
Year from listing from listing
IPO’s (in Rs. Mn)
Over Between Less than Over Between Less than Over Between Less Over Between Less than
47250% 25-50% 25% 50% 25-50% 25% 50% 25-50% than 50% 25-50% 25%
25%
2023-24 15 1,54,777.80 - - 4 3 4 4 - - 1 5 4 5
2024-25 16 4,81,737.17 - - 1 6 4 5 - 2 - 6 4 3
2025-26 6 2,15,394.61 - - 1 - - 1 - - - - - -
Source: www.nseindia.com; www.bseindia.com, as applicable
Note: Data for number of IPOs trading at premium/discount taken at closing price of the designated stock exchange as disclosed by the respective issuer at the time of the issue has been considered on the respective
date. In case any of the days falls on a non-trading day, the closing price on the previous trading day has been considered.
NA means Not Applicable.
D. Kotak Mahindra Capital Company Limited
1. Price information of past issues (during current financial year and two financial years preceding the current financial year) handled by Kotak Mahindra Capital
Company Limited:
+/- % change in closing +/- % change in closing +/- % change in closing
Opening
price, [+/- % change in price, [+/- % change in price, [+/- % change in
Issue size Issue price on
S. No. Issue name Listing date closing benchmark]- closing benchmark]- closing benchmark]-
(₹ million) price (₹) listing date
30th calendar days from 90th calendar days from 180th calendar days from
(in ₹)
listing listing listing
1. Travel Food Services Limited 20,000.00 1,100.001 July 14, 2025 1,125.00 Not applicable Not applicable Not applicable
2. Schloss Bangalore Limited 35,000.00 435.00 June 2, 2025 406.00 -6.86%, [3.34%] Not applicable Not applicable
Hexaware Technologies February 19,
3. 87,500.00 708.002 745.50 3.45%, [1.12%] 5.16%, [8.78%] Not applicable
Limited 2025
Dr. Agarwal's Health Care February 04,
4. 30,272.60 402.00 402.00 3.82%, [-6.18%] -12.14%, [2.44%] Not applicable
Limited 2025
December 30,
5. Ventive Hospitality Limited 16,000.00 643.003 716.00 5.51%, [-2.91%] 10.80%, [-0.53%] 7.10%, [8.43%]
2024
International Gemmological December 20,
6. 42,250.00 417.004 510.00 24.24%, [-1.63%] -21.39%, [-2.88%] -11.45%, [5.37%]
Institute (India) Limited 2024
December 18,
7. Vishal Mega Mart Limited 80,000.00 78.00 104.00 39.96%, [-3.67%] 29.95%, [-6.98%] 58.58%, [2.15%]
2024
December 18,
8. Sai Life Sciences Limited 30,426.20 549.00 650.00 30.57%, [-3.67%] 28.39%, [-6.98%] 40.26%, [2.15%]
2024
Niva Bupa Insurance Company November 14,
9. 22,000.00 74.00 78.14 12.97%, [5.25%] 8.09%, [-1.96%] 14.96%, [5.92%]
Limited 2024
November 13,
10. Acme Solar Holdings Limited 29,000.00 289.005 251.00 -6.02%, [4.20%] -25.62%, [-0.75%] -26.51%, [1.91%]
2024
Source: www.nseindia.com; www.bseindia.com
Notes:
4731. In Travel Food Services Limited, the issue price to eligible employees was ₹ 996 after a discount of ₹ 104 per equity share
2. In Hexaware Technologies Limited, the issue price to eligible employees was ₹ 641 after a discount of ₹ 67 per equity share
3. In Ventive Hospitality Limited, the issue price to eligible employees was ₹ 613 after a discount of ₹ 30 per equity share
4. In International Gemmological Institute (India) Limited, the issue price to eligible employees was ₹ 378 after a discount of ₹ 39 per equity share
5. In Acme Solar Holdings Limited, the issue price to eligible employees was ₹ 262 after a discount of ₹ 27 per equity share
6. In the event any day falls on a holiday, the price/index of the immediately preceding trading day has been considered.
7. The 30th, 90th, 180th calendar days from listed day have been taken as listing day plus 29, 89 and 179 calendar days.
8. Designated Stock Exchange as disclosed by the respective Issuer at the time of the issue has been considered for disclosing the price information.
9. Restricted to last 10 equity initial public issues.
2. Summary statement of price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled
by Kotak Mahindra Capital Company Limited
No. of IPOs trading at discount No. of IPOs trading at No. of IPOs trading at discount
No. of IPOs trading at premium -
Total Total amount - 30th calendar days from premium - 30th calendar days - 180th calendar days from
Financial 180th calendar days from listing
no. of of funds raised listing from listing listing
Year
IPOs (₹ million) Over Between Less than Over Between Less than Over Between Less than Over Between Less than
50% 25-50% 25% 50% 25-50% 25% 50% 25-50% 25% 50% 25-50% 25%
2025-26 2 55,000.00 - - 1 - - - - - - - - -
2024-25 18 999,474.07 - - 3 2 7 6 1 1 5 4 3 2
2023-24 11 179,436.83 - - - 2 4 5 - - - 7 3 1
Notes:
1. The information is as on the date of this Prospectus.
2. The information for each of the financial years is based on issues listed during such financial year.
474Website for track record of the BRLMs
For details regarding the track record of the Book Running Lead Managers, as specified in circular (reference
CIR/MIRSD/1/2012) dated January 10, 2012, issued by SEBI, please see the websites of the BRLMs, as set forth
in the table below:
Name Website
JM Financial Limited www.jmfl.com
Kotak Mahindra Capital Company Limited https://investmentbank.kotak.com
IIFL Capital Services Limited (formerly known as IIFL Securities Limited) www.iiflcap.com
BOB Capital Markets Limited www.bobcaps.in
Stock market data of Equity Shares
This being an initial public issue of the Equity Shares of our Company, the Equity Shares are not listed on any
stock exchange as on the date of this Prospectus and accordingly, no stock market data is available for the Equity
Shares.
Redressal of Investor Grievances
SEBI, by way of the SEBI ICDR Master 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.
Per the SEBI ICDR Master Circular, 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 Bank to the intermediaries forming part
of the closed user group vide email; (iv) limiting the facility of reinitiating UPI Bids to Syndicate Members 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 / Offer Closing Date, in accordance with
the SEBI ICDR 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 / Offer Closing Date by the intermediary responsible
for causing such delay in unblocking. The BRLMs shall, in their sole discretion, identify and fix the liability on
such intermediary or entity responsible for such delay in unblocking.
In terms of the SEBI ICDR Master Circular and subject to applicable law, 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. 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. 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 From the date on which the request for
withdrawn / deleted applications the Bid Amount, whichever is cancellation / withdrawal / deletion is placed
higher on the bidding platform of the Stock
Exchanges till the date of actual unblock
Blocking of multiple amounts for 1. Instantly revoke the blocked From the date on which multiple amounts
the same Bid made through the funds other than the original were blocked till the date of actual unblock
UPI Mechanism application amount; and
2. ₹ 100 per day or 15% per annum
of the total cumulative blocked
475Scenario Compensation amount Compensation period
amount except the original Bid
Amount, whichever is higher
Blocking more amount than the 1. Instantly revoke the difference From the date on which the funds to the excess
Bid Amount amount, i.e., the blocked amount of the Bid Amount were blocked till the date
less the Bid Amount; and 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 From the Working Day subsequent to the
Allotted/ partially Allotted the Bid Amount, whichever is finalisation of the Basis of Allotment till the
applications higher 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 BRLMs 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.
The processing fees for applications made by UPI Bidders may be released to the remitter banks (SCSBs) only
after such banks provide a written confirmation on compliance with the SEBI ICDR Master Circular.
Further, in terms of the 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 BRLMs, 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.
The agreement between the Registrar to the Offer, our Company and the Selling Shareholders provides for
retention of records with the Registrar to the Offer for a period of at least eight years from the last date of dispatch
of the letters of allotment and Demat credit to enable the investors to approach the Registrar to the Offer for
redressal of their grievances.
Bidders can contact the Company Secretary and Compliance Officer and/or the Registrar to the Offer in
case of any pre-Offer or post-Offer 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 Offer related queries and for redressal of complaints, Bidders may
also write to the BRLMs, in the manner provided below.
All grievances in relation to the Bidding process were addressed to the Registrar to the Offer 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, were addressed to the Stock Exchanges, with
a copy to the Registrar to the Offer. 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 were addressed to the Registrar to the Offer, 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 BRLMs with whom the Bid cum
Application Form was submitted by the Anchor Investor. The BRLMs shall, in their sole discretion, identify and
fix the liability on such intermediary or entity responsible for such delay in unblocking.
Further, the Bidder shall also enclose a copy of the Acknowledgment Slip duly received from the concerned
Designated Intermediary in addition to the information mentioned hereinabove.
476The Registrar to the Offer was required to obtain the required information from the SCSBs for addressing any
clarifications or grievances of ASBA Bidders. Our Company, Selling Shareholders, the BRLMs and the Registrar
to the Offer accept no responsibility for errors, omissions, commission or any acts of SCSBs including any defaults
in complying with its obligations under applicable SEBI ICDR Regulations. Investors can contact the Company
Secretary and Compliance Officer, the BRLMs or the Registrar to the Offer in case of any pre-Offer or post-Offer
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.
Disposal of Investor Grievances by our Company
Our Company has obtained authentication on the SEBI SCORES in terms of the SEBI circular bearing number
SEBI/HO/OIAE/IGRD/CIR/P/2023/156 dated September 20, 2023 in relation to redressal of investor grievances
through SCORES.
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. For further details on the Stakeholders’
Relationship Committee, see “Our Management – Committees of our Board – Stakeholders Relationship
Committee” on page 321.
Our Company has also appointed Punam Dargar, Company Secretary of our Company, as the Compliance Officer
for the Offer. For details, “General Information - Company Secretary and Compliance Officer” on page 120.
Our Company has not received any investor complaint during the three years preceding the date of this Prospectus.
Further, no investor complaint in relation to our Company is pending as on the date of filing of this Prospectus.
Our Company estimates that the average time required by our Company or the Registrar to the Offer or the relevant
Designated 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.
None of our Subsidiaries are listed on any stock exchange.
Other confirmations
Any person connected with the Offer shall not offer any incentive, whether direct or indirect, in any manner,
whether in cash or kind or services or otherwise to any person for making an application in the initial public offer,
except for fees or commission for services rendered in relation to the Offer.
Exemptions from complying with any provision of securities laws, if any, granted by SEBI
Our Company has not applied for any exemption from complying with any provisions of securities laws before
SEBI.
477SECTION IX – OFFER RELATED INFORMATION
TERMS OF THE OFFER
The Equity Shares being offered and Allotted pursuant to the Offer shall be subject to the provisions of the
Companies Act, SEBI ICDR Regulations, SEBI Listing Regulations, SCRA, SCRR, our Memorandum of
Association and Articles of Association, terms of the Red Herring Prospectus, this Prospectus, the Abridged
Prospectus, Prospectus, Bid cum Application Form, Revision Form, CAN or Allotment Advice, and other terms
and conditions as may be incorporated in the Allotment Advices and other documents or certificates that were and
may be executed in respect of the Offer. The Equity Shares shall also be subject to all applicable laws, guidelines,
rules, notifications and regulations relating to the and listing and trading of securities, issued 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 the
Offer and to the extent applicable or such other conditions as maybe prescribed by such governmental, statutory
and/or regulatory authority while granting their approval for the Offer.
The Offer
The Offer comprises a Fresh Issue by our Company and an Offer for Sale by the Selling Shareholders.
For details in relation to the Offer Expenses for the Offer shall be shared amongst our Company and the Selling
Shareholders in the manner specified see “Objects of the Offer - Offer related expenses” on page 160.
Ranking of the Equity Shares of face value of ₹ 10 each
The Equity Shares of face value of ₹ 10 each offered and Allotted pursuant to the Offer are subject to the provisions
of the Companies Act, SEBI ICDR Regulations, SEBI Listing Regulations, SCRA, SCRR, our Memorandum of
Association and Articles of Association and shall rank pari passu in all respects with the existing Equity Shares,
including in respect of rights to receive dividends, voting rights and other corporate benefits, if any, declared by
our Company after the date of Allotment in accordance with applicable law. See “Main Provisions of the Articles
of Association” on page 515.
Mode of payment of dividend
Our Company shall pay dividends, if declared, to the Shareholders, as per the provisions of the Companies Act
2013, the SEBI Listing Regulations, the Memorandum of Association and the Articles of Association, and any
guidelines or directives that may be issued by the GoI in this respect. Any dividends declared after the date of
Allotment (pursuant to the transfer of Equity Shares in the Offer for Sale) in this Offer will be payable to the
Allottees, for the entire year, in accordance with applicable law. For further information, see “Dividend Policy”
and “Main Provisions of the Articles of Association” on pages 337 and 515, respectively.
Face Value, Offer Price, Floor Price and Price Band
The face value of each Equity Share is ₹ 10. The Floor Price of the Equity Shares is ₹ 387 per Equity Share and
the Cap Price of the Equity Shares is ₹ 407 per Equity Share. The Offer Price is ₹ 407 per Equity Share. The
Anchor Investor Offer Price is ₹ 407 per Equity Share.
The Price Band, Employee Discount and minimum Bid Lot was published at least two Working Days prior to the
Bid/Offer Opening Date, in all editions of The Financial Express (a widely circulated English national daily
newspaper) and all editions of Jansatta (a widely circulated Hindi national daily newspaper, Hindi also being the
regional language of New Delhi where our Registered Office is located), and were made available to the Stock
Exchanges for the purpose of uploading on their websites. The Price Band, along with the relevant financial ratios
calculated at the Floor Price and at the Cap Price was pre-filled in the Bid cum Application Forms available at the
respective websites of the Stock Exchanges. The Cap Price shall be at least 105% of the Floor Price. The Offer
Price was determined by our Company in consultation with the BRLMs, after the Bid/Offer Closing Date, on the
basis of assessment of market demand for the Equity Shares offered, by way of Book Building Process.
The Offer Price and the Price Band were determined in compliance with Part VII of Chapter II of the SEBI ICDR
Regulations.
At any given point of time, there shall be only one denomination for the Equity Shares, unless otherwise permitted
478by law.
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 and our AoA, our equity Shareholders will have the following rights:
• Right to receive dividends, 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, 2013;
• 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 to freely transfer their Equity Shares, subject to applicable foreign exchange regulations and other
applicable laws, including rules framed by the RBI; and
• Such other rights as may be available to a shareholder of a listed public company under the Companies
Act 2013, the SEBI Listing Regulations and our MoA and AoA and other applicable laws.
For a detailed description of the main provisions of our AoA relating to voting rights, dividends, forfeiture, lien,
transfer, transmission, consolidation and sub-division, see “Main Provisions of the Articles of Association” on
page 515.
Allotment of Equity Shares only in dematerialised form
Pursuant to Section 29 of the Companies Act, 2013 and the SEBI ICDR Regulations, the Equity Shares shall be
Allotted only in dematerialised form. As per the SEBI ICDR Regulations, the trading of the Equity Shares shall
only be in dematerialised form. In this context, the following agreements have been signed among our Company,
the respective Depositories and the Registrar to the Offer:
• tripartite agreement dated April 13, 2023 among our Company, NSDL and the Registrar to the Company
; and
• tripartite agreement dated September 19, 2022 among our Company, CDSL and the Registrar to the
Company.
Market lot and trading lot
Since trading of our Equity Shares is in dematerialised form, the tradable lot is one Equity Share. Allotment in the
Offer will be only in electronic form in multiples of 36 Equity Shares, subject to a minimum Allotment of 36
Equity Shares. For further information on the Basis of Allotment, see “Offer Procedure” on page 491.
Joint holders
Where two or more persons are registered as the holders of any Equity Share, they are deemed to hold such Equity
Shares as joint holders with benefits of survivorship, subject to the provisions of our AoA.
Jurisdiction
Exclusive jurisdiction for the purpose of the Offer is with the competent courts in Mumbai.
Nomination facility
479In accordance with Section 72 of the Companies Act, read with the Companies (Share Capital and Debentures)
Rules, 2014, as amended, the sole or 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 varied or cancelled in the prescribed manner. A nominee entitled to the Equity Shares by reason of the death of
the original holder(s), will, in accordance with Section 72 of the Companies Act 2013, be entitled to the same
benefits to which he or she will 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 the holder’s death during minority. A nomination shall stand
rescinded upon a sale/transfer/alienation of Equity Share(s) by the person nominating. A buyer will be entitled to
make a fresh nomination in the manner prescribed. Further, a nomination may be cancelled or varied by
nominating any other person in place of the present nominee, by the holder of the Equity Shares who has made
the nomination, by giving a notice of such cancellation or variation to our Company in the prescribed form.
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 our Board, elect either:
• to register himself or herself as the 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 dividends, 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 Offer will be made only in dematerialised form, there is no need to
make a separate nomination with our Company. Nominations registered with the respective Collective Depository
Participant of the Bidder will prevail. If Bidders want to change their nomination, they are advised to inform their
respective Collective Depository Participant.
Period of subscription list of the Offer
For details, see “– Bid/ Offer Programme” below.
Bid/Offer Programme
ANCHOR INVESTOR BID/ OFFER PERIOD* Wednesday, July 9, 2025
BID/ OFFER OPENED ON Thursday, July 10, 2025
BID/ OFFER CLOSED ON Monday, July 14, 2025
An indicative timetable in respect of the Offer is set out below:
Event Indicative Date
Bid/ Offer Closing Date Monday, July 14, 2025
Finalisation of Basis of Allotment with the Designated Stock Exchange On or about Tuesday, July 15, 2025
Initiation of refunds (if any, for Anchor Investors) / unblocking of funds On or about Wednesday, July 16, 2025
from ASBA Account*
Credit of the Equity Shares to depository accounts of Allottees On or about Wednesday, July 16, 2025
Commencement of trading of the Equity Shares on the Stock Exchanges On or about Thursday, July 17, 2025
*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 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), 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 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 two Working Days from the Bid/Offer 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 two Working Days
480from the Bid/Offer Closing Date by the SCSB responsible for causing such delay in unblocking. The BRLMs 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, which for the avoidance of doubt, shall be deemed to be incorporated in the deemed
agreement of the Company with the SCSBs, 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 in compliance with the SEBI ICDR Master Circular.
The aforesaid timetable is indicative in nature and does not constitute any obligation or liability on our
Company or the Selling Shareholders or the BRLMs.
While our Company will use best efforts to ensure that all steps for the completion of formalities for the
listing and trading of our Equity Shares on the Stock Exchanges commences within three Working Days of
the Bid/Offer Closing Date or such other period as may be prescribed by SEBI, the timetable may be subject
to change for various reasons, any delays in receipt of final listing and trading approvals from the Stock
Exchanges, delay in receipt of final certificates from SCSBs, etc. The commencement of trading of the
Equity Shares will be entirely at the discretion of the Stock Exchanges in accordance with applicable law.
Each Selling Shareholder, severally and not jointly, confirms that they shall, to the extent required under
Applicable Law or reasonably requested by our Company and/or the BRLMs, extend complete co-
operation required for the completion of the necessary formalities for listing and commencement of trading
of the Equity Shares at the Stock Exchanges within three Working Days from the Bid / Offer Closing Date,
or within such other period as prescribed.
In terms of the UPI Circulars, in relation to the Offer, the BRLMs 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/Offer 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.
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
for the entire duration of delay exceeding two Working Days from the Bid/Offer Closing Date by the intermediary
responsible for causing such delay in unblocking, in the manner specified in the UPI Circulars, to the extent
applicable, which for the avoidance of doubt, shall be deemed to be incorporated herein. The Book Running Lead
Managers shall, in their sole discretion, identify and fix the liability on such intermediary or entity responsible for
such delay in unblocking.
In terms of the UPI Circulars, in relation to the Offer, the BRLMs will be required to submit reports of compliance
with timelines and activities prescribed by SEBI in connection with the allotment and listing procedure within
such period as may be 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.
Any circulars or notifications from SEBI after the date of this Prospectus may result in changes to the
listing timelines. Further, the offer procedure is subject to change basis any revised SEBI circulars to this
effect.
Submission of Bids (other than Bids from Anchor Investors):
Bid/Offer Period (except the Bid/Offer Closing Date)
Submission and Revision in Bids Only between 10.00 a.m. and 5.00 p.m. (Indian
Standard Time (“IST”)
Bid/Offer Closing Date*
Submission of Electronic Applications (Online ASBA through 3-in-1 Only between 10.00 a.m. and up to 5.00 p.m. IST
accounts) – For RIBs and Eligible Employees Bidding in the Employee
Reservation Portion
Submission of Electronic Applications (Bank ASBA through Online Only between 10.00 a.m. and up to 4.00 p.m. IST
channels like Internet Banking, Mobile Banking and Syndicate UPI
ASBA applications where Bid Amount is up to ₹ 500,000)
Submission of Electronic Applications (Syndicate Non-Retail, Non- Only between 10.00 a.m. and up to 3.00 p.m. IST
Individual Applications of QIBs and NIIs)
Submission of Physical Applications (Bank ASBA) Only between 10.00 a.m. and up to 1.00 p.m. IST
481Bid/Offer Period (except the Bid/Offer Closing Date)
Submission of Physical Applications (Syndicate Non-Retail, Non- Only between 10.00 a.m. and up to 12.00 p.m. IST
Individual Applications where Bid Amount is more than ₹ 500,000)
Modification/ Revision/cancellation of Bids
Upward Revision of Bids by QIBs and Non-Institutional Bidders Only between 10.00 a.m. and up to 4.00 p.m. IST
categories# on Bid Offer Closing Date
Upward or downward Revision of Bids or cancellation of Bids by RIBs Only between 10.00 a.m. and up to 5.00 p.m. IST
and Eligible Employees Bidding in the Employee Reservation Portion
*UPI mandate end time and date was 5:00 p.m. on Bid/Offer Closing Date.
# QIBs and Non-Institutional Bidders could neither revise their bids downwards nor cancel/withdraw their bids.
On the Bid/Offer Closing Date, the Bids were uploaded until:
(i) 4:00 p.m. IST in case of Bids by QIBs and NIBs, and
(ii) until 5:00 p.m. IST or such extended time as permitted by the Stock Exchanges, in case of Bids by RIBs
and Eligible Employees Bidding in the Employee Reservation Portion.
The Registrar to the Offer was required submit the details of cancelled/withdrawn/deleted applications to
the SCSBs on a daily basis within 60 minutes of the Bid closure time from the Bid/Offer Opening Date until
the Bid/Offer Closing Date by obtaining the same from the Stock Exchanges. The SCSBs were required to
unblock such applications by the closing hours of the Working Day and submit the confirmation to the
BRLMs and the Registrar to the Offer on a daily basis, as per the format prescribed in the SEBI ICDR
Master Circular.
It is clarified that Bids shall be processed only after the application monies are blocked in the application supported
by blocked amount (“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 Bids on the Bid/Offer Closing Date, Bidders were advised to
submit Bids one day prior to the Bid/Offer Closing Date and, in any case, no later than 1.00 p.m. (Indian Standard
Time) on the Bid/Offer Closing Date. Bidders were cautioned that if a large number of Bids were received on the
Bid/Offer Closing Date, as is typically experienced in public issues, it could lead to some Bids not being uploaded
due to lack of sufficient time to upload and such Bids that could not be uploaded on the electronic bidding system
would not be considered for allocation in the Offer. It was clarified that Bids not uploaded on the electronic
bidding system or in respect of which the full Bid Amount was not blocked by the SCSBs or not blocked under
the UPI Mechanism in the relevant ASBA Account, as the case may be, were rejected. Bids were accepted only
on Working Days.
Bidders 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 the 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 Intermediary shall modify select fields uploaded in the Stock Exchange Platform during the
Bid/Offer Period till 5:00 p.m. 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.
In case of discrepancy in data entered in the electronic book vis-à-vis data contained in the 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.
Employee Discount
Employee Discount, was offered to Eligible Employees bidding in the Employee Reservation Portion respectively.
Eligible Employees bidding in the Employee Reservation Portion respectively at a price within the Price Band
made payment based on, Bid Amount net of Employee Discount, if any, at the time of making a Bid. Eligible
Employees bidding in the Employee Reservation Portion at the Cut-Off Price ensured payment at the Cap Price,
482less Employee Discount, at the time of making a Bid.
Minimum subscription
If our Company does not receive the minimum subscription in the Offer as specified under Rule 19(2)(b) of the
SCRR or; the minimum subscription of 90% of the Fresh Issue on the date of closure of the Offer; or subscription
level falls below aforesaid minimum subscription after the Bid/Offer Closing Date due to withdrawal of
applications; or after technical rejections; or if the listing or trading permission is not obtained from the Stock
Exchanges for the Equity Shares so offered under the offer document, our Company shall forthwith
refund/unblock 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, to the extent applicable, shall pay
interest at the rate of 15% per annum as per the SEBI ICDR Master Circular.
The requirement for minimum subscription of 90% is not applicable to the Offer for Sale. In case of under-
subscription in the Offer, after meeting the minimum subscription requirement of 90% of the Fresh Issue, the
balance subscription in the Offer will be met in the following order of priority: (i) through the sale of Offered
Shares being offered by the Investor Selling Shareholder in the Offer for Sale; (ii) through the sale of Offered
Shares being offered by the Promoter Selling Shareholders in the Offer for Sale; and (iii) through the issuance of
balance part of the Fresh Issue.
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 BRLMs, 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.
The Selling Shareholders, severally and not jointly, shall be liable to refund money raised in the Offer only to the
extent of the Equity Shares offered by such Selling Shareholder in the Offer, together with any interest on such
money, as required under appliable law, to the Bidder, provided no Selling Shareholder shall be responsible to
pay such interest unless such delay is solely by, or is directly attributable to, an act or omission of such Selling
Shareholder in relation to its respective portion of the Offered Shares and in such cases our Company shall be
responsible to pay such interest. All refunds made, interest borne, and expenses incurred (with regard to payment
of refunds) by our Company on behalf of any of the Selling Shareholders (only to the extent of its respective
portion of the Offered Shares) will be adjusted or reimbursed by such Selling Shareholder to the Company as
agreed among our Company and the Selling Shareholders in writing, in accordance with applicable law.
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 Offer.
Restriction on transfer and transmission of Equity Shares
Except for the lock-in of the pre-Offer Equity Shares, the Promoters’ Contribution and Equity Shares allotted to
Anchor Investors pursuant to the Offer, as detailed in the section “Capital Structure” on page 129, and except as
provided in our AoA as detailed in the section “Main Provisions of the Articles of Association” on page 515, there
are no restrictions on transfers and transmission of Equity Shares and on their consolidation/splitting.
Withdrawal of the Offer
Our Company and the Selling Shareholders, in consultation with the BRLMs, reserve the right not to proceed with
the entire or portion of the Offer, after the Bid/Offer Opening Date but before the Allotment. In such an event, our
Company will issue a public notice in the newspapers, in which the pre-Offer advertisements were published,
483within two days from the Bid/Offer Closing Date, or such time as may be prescribed by SEBI, providing reasons
for not proceeding with the Offer and inform the Stock Exchanges simultaneously. The BRLMs, through the
Registrar to the Offer, will instruct the SCSBs and/or the Sponsor Banks (in case of UPI Bidders using UPI
Mechanism, subject to the Bid Amount being up to ₹ 0.20 million), to unblock the ASBA Accounts and the
Escrow Collection Bank to release the Bid Amounts to the Anchor Investors, within one Working Day from the
day of receipt of such instruction. The Stock Exchanges will also be informed promptly by our Company. If our
Company and the Selling Shareholders, in consultation with the BRLMs, withdraws the Offer after the Bid/Offer
Closing Date and thereafter determine that they will proceed with a public offering of Equity Shares, our Company
will file a fresh draft red herring prospectus with SEBI and the Stock Exchanges. Notwithstanding the foregoing,
the Offer is also subject to (i) filing of the Prospectus with the RoC and (ii) obtaining the final listing and trading
approvals of the Stock Exchanges, which our Company shall apply for only after Allotment.
484OFFER STRUCTURE
The Offer is of 14,322,614*^ Equity Shares of face value of ₹ 10 each for cash at a price of ₹ 407*^ per Equity
Share aggregating to ₹ 5,825.55 million comprising a Fresh Issue of 10,942,874*^ Equity Shares of face value of
₹ 10 each aggregating ₹ 4,450.00 million by our Company and an Offer for Sale of an aggregate of 3,379,740
Equity Shares aggregating to ₹ 1,375.55 million by the Selling Shareholders.
* Subject to finalisation of Basis of Allotment
^A discount of ₹37 per Equity Share was offered to Eligible Employees Bidding in the Employee Reservation Portion
The Offer comprised a Net Offer of 14,221,263 Equity Shares of face value of ₹ 10 each and the Employee
Reservation Portion of 101,351* Equity Shares of face value of ₹ 10 each aggregating up to ₹ 37.50 million.
The Offer and Net Offer shall constitute 12.55% and 12.46%, respectively, of the post-Offer paid-up Equity Share
capital of our Company.
*A discount on the Offer Price (equivalent of ₹ 37 per Equity Share) was offered to Eligible Employees bidding in the Employee
Reservation Portion in accordance with the SEBI ICDR Regulations and details of which was announced at least two Working
Days prior to the Bid / Offer Opening Date.
The Offer was made through the Book Building Process, in compliance with Regulations 6(1), 31 and 32 of the
SEBI ICDR Regulations.
Non-Institutional Retail Individual
Particulars QIBs(1) Eligible Employees
Bidders Bidders
Number of Equity 7,110,630 Equity 2,133,190* Equity 4,977,443* Equity 101,351*$ Equity
Shares available for Shares of face value Shares of face value Shares of face value of Shares of face value
Allotment/allocation^(2) of ₹ 10 each of ₹ 10 each of Net ₹ 10 each or Net Offer of ₹ 10 each
Offer less allocation less allocation to QIBs aggregating up to
to QIBs and Retail and Non-Institutional ₹ 37.50 million$
Individual Bidders Bidders
Percentage of Offer 50% of the Net Offer 15% of the Net 35% of the Net Offer The Employee
Size available for was made available Offer or the Offer or the Net Offer less Reservation Portion
Allotment or allocation for allocation to less allocation to allocation to QIBs and constituted up to
QIBs. 5% of the Net QIBs and Retail Non-Institutional 0.09% of the post-
QIB Category was Individual Bidders Bidders was made Offer paid-up equity
made available for was made available available for allocation share capital of our
allocation for allocation. One- Company
proportionately to third of the Non-
Mutual Funds only. Institutional
Mutual Funds Category was made
participating in the available for
Mutual Fund Portion allocation to Bidders
were also eligible for with an application
allocation in the size of more than ₹
remaining balance 0.20 million and up
Net QIB Category. to ₹ 1.00 million and
The unsubscribed two-thirds of the
portion in the Mutual Non-Institutional
Fund Portion was Category was made
available for available for
allocation to the Net allocation to Bidders
QIB Category with an application
size of more than ₹
1.00 million
Basis of Allotment if Proportionate as The allotment to The allotment to each Proportionate; unless
respective category is follows (excluding each NIB shall not Retail Individual the Employee
oversubscribed*^ the Anchor Investor be less than the Bidder shall not be less Reservation Portion
Portion): minimum than the minimum Bid is undersubscribed,
application size, lot subject to the value of
(a) Up to 142,213 subject to availability of Equity allocation to an
Equity Shares of availability of Shares in the Retail Eligible Employee
face value of ₹ 10 Equity Shares in the Category and the shall not exceed ₹
each were made Non-Institutional remaining available 0.20 million (net of
485Non-Institutional Retail Individual
Particulars QIBs(1) Eligible Employees
Bidders Bidders
available for Category and the Equity Shares shall be Employee Discount).
allocation on a remaining available allocated on a In the event of
proportionate Equity Shares if any, proportionate basis. undersubscription in
basis to Mutual were Allotted, See “Offer the Employee
Funds only; and subject to: Procedure” on page Reservation Portion,
491 the unsubscribed
(b) Up to 2,844,252 (a) One-third of portion will be
Equity Shares of the Non- allocated, on a
face value of ₹ 10 Institutional proportionate basis,
each were made Category was to Eligible
available for made available Employees for a
allocation on a for allocation value exceeding ₹
proportionate to Bidders with 0.20 million (net of
basis to all QIBs, an application Employee Discount)
including Mutual size of more up to ₹ 0.50 million
Funds receiving than ₹ 0.20 (net of Employee
allocation as per million and up Discount) each
(a) above. to ₹ 1.00
million; and
Up to 60% of the QIB
Portion (of up to (b) Two-thirds of
4,266,378 Equity the Non-
Shares of face value Institutional
of ₹ 10 each) may be Category was
allocated on a made available
discretionary basis to for allocation
Anchor Investors of to Bidders with
which one-third shall an application
be available for size of more
allocation to Mutual than ₹ 1.00
Funds only, subject to million.
valid Bid received
from Mutual Funds at Provided that the
or above the Anchor unsubscribed
Investor Allocation portion in either of
Price the subcategories
specified above may
be allocated to
applicants in the
other sub-category
of NIBs
The allotment to
each
NIB shall not be less
than the minimum
NIB Bid Size,
subject to
availability of
Equity Shares of
face value of ₹ 10
each in the Non-
Institutional
Category and the
remaining available
Equity Shares of
face
value of ₹ 10 each, if
any, shall be allotted
on a proportionate
basis, in accordance
with SEBI ICDR
Regulations.
486Non-Institutional Retail Individual
Particulars QIBs(1) Eligible Employees
Bidders Bidders
Mode of Bidding*(5) Through ASBA Through ASBA Through ASBA Through ASBA
process only process only process only process only
(excluding the UPI (including the UPI (including the UPI (including the UPI
Mechanism) (except Mechanism for Bids Mechanism) Mechanism)
in case of Anchor up to ₹ 0.50 million)
Investors)
Minimum Bid Such number of Such number of 36 Equity Shares of 36 Equity Shares of
Equity Shares of face Equity Shares of face value of ₹ 10 each face value of ₹ 10
value of ₹ 10 each in face value of ₹ 10 each
multiples of 36 each in multiples of
Equity Shares so that 36 Equity Shares so
the Bid Amount that the Bid Amount
exceeds ₹ 0.20 exceeds ₹ 0.20
million million
Maximum Bid Such number of Such number of Such number of Such number of
Equity Shares of face Equity Shares of Equity Shares of face Equity Shares of face
value of ₹ 10 each in face value of ₹ 10 value of ₹ 10 each in value of ₹ 10 each and
multiples of 36 each in multiples of multiples of 36 Equity in multiples of 36
Equity Shares so that 36 Equity Shares so Shares so that the Bid Equity Shares so that
the Bid does not that the Bid does not Amount does not the maximum Bid
exceed the Net Offer exceed the Net Offer exceed ₹ 0.20 million Amount by each
size (excluding the size (excluding the Eligible Employee in
Anchor Investor QIB Category), this portion does not
Portion), subject to subject to applicable exceed ₹ 0.50
applicable limits limits million, less
Employee Discount#
Mode of Allotment* Compulsorily in dematerialised form
Bid Lot 36 Equity Shares of face value of ₹ 10 each and in multiples of 36 Equity Shares of face value
of ₹ 10 each thereafter
Allotment Lot 36 Equity Shares of face value of ₹ 10 each and in multiples of one Equity Share for QIB and
RIBs. The Allotment to NIBs shall not be less than the minimum non-institutional application
size (i.e., ₹ 0.20 million)
Trading Lot One Equity Share
Who can Apply(3) Public financial Resident Indian Resident Indian Eligible Employees
institutions specified individuals, HUFs individuals, HUFs (in such that the Bid
in Section 2(72) of the (in the name of the name of the Karta) Amount does not
Companies Act 2013, Karta), companies, and Eligible NRIs exceed ₹ 0.50
FPIs registered with corporate bodies, million, net of
SEBI (other than Eligible NRIs, Employee Discount
individuals, corporate scientific
bodies and family institutions,
offices), scheduled societies and trusts
commercial banks, and FPIs who are
mutual funds individuals,
registered with SEBI, corporate bodies and
venture capital funds family offices which
registered with the are re-categorised as
SEBI, FVCIs, category II FPI (as
Alternative defined in the SEBI
Investment Funds, FPI Regulations)
multilateral and and registered with
bilateral development SEBI
financial institutions,
state industrial
development
corporations, NBFC-
SI, insurance
companies registered
with the Insurance
Regulatory and
Development
Authority, provident
funds with a minimum
487Non-Institutional Retail Individual
Particulars QIBs(1) Eligible Employees
Bidders Bidders
corpus of ₹ 250
million, pension funds
with a minimum
corpus of ₹ 250
million registered
with the Pension Fund
Regulatory and
Development
Authority, the
National Investment
Fund set up by
resolution F. No.
2/3/2005-DD-II dated
November 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 was payable by the Anchor Investors at the time
of submission of their Bids(4)
In case of all other Bidders: Full Bid Amount was blocked by the SCSBs in the bank account
of the 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
$A discount of ₹ 37 per Equity Share was offered to Eligible Employees Bidding in the Employee Reservation Portion.
^Assuming full subscription in the Offer.
#Our Company, in consultation with the BRLMs, offered a discount of 9.09% on the Offer Price (equivalent of ₹ 37 per Equity Share) to
Eligible Employees bidding in the Employee Reservation Portion.
* SEBI vide the SEBI ICDR 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, for all categories of investors and also for all
modes through which the applications were processed, accepted the ASBA applications in their electronic book building platform only with a
mandatory confirmation on the application monies being blocked.
(1) Our Company, in consultation with the BRLMs, allocated up to 60% of the QIB Category to Anchor Investors at the price at the Anchor
Investor Allocation Price, on a discretionary basis, subject to there being (i) a maximum of two Anchor Investors, where allocation in the
Anchor Investor Portion was up to ₹ 100 million, (ii) minimum of two and maximum of 15 Anchor Investors, where the allocation under the
Anchor Investor Portion was more than ₹ 100 million but up to ₹ 2,500 million under the Anchor Investor Portion, subject to a minimum
Allotment of ₹ 50 million per Anchor Investor, and (iii) 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 or part thereof was permitted, subject to minimum allotment of ₹ 50 million per Anchor
Investor. An Anchor Investor made a minimum Bid of such number of Equity Shares, that the Bid Amount was at least ₹ 100 million. One-
third of the Anchor Investor Portion was reserved for domestic Mutual Funds, subject to valid Bids having been received at or above the
Anchor Investor Allocation Price.
(2) This Offer was made in accordance with Rule 19(2)(b) of the SCRR, through the Book Building Process, in compliance with Regulation 6(1)
of the SEBI ICDR Regulations, wherein not more than 50% of the Net Offer was available for allocation to QIBs on a proportionate basis,
and our Company in consultation with the BRLMs allocated 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 was reserved for domestic Mutual Funds, subject to valid Bids having been
received from them at or above the Anchor Investor Allocation Price. Further, in the event of under-subscription, or non-allocation in the
Anchor Investor Portion, the balance Equity Shares was added to the Net QIB Portion. 5% of the Net QIB Portion was made available for
allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB Portion was available for allocation on a
proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids having been received at or above the Offer Price.
Further, not less than 15% of the Net Offer was available for allocation to Non-Institutional Bidders, of which one-third of the Non-
Institutional Category was made 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 Category was available for allocation to Bidders with an application size of more than ₹ 1.00
million, provided that the under-subscription in either of these two sub-categories of Non-Institutional Category may be allocated to Bidders
in the other sub-category of Non-Institutional Category in accordance with SEBI ICDR Regulations, subject to valid Bids having been
received at or above the Offer Price. The allocation to each Non-Institutional Bidder was not less than the minimum application size, subject
to availability of Equity Shares in the Non-Institutional Category and the remaining available Equity Shares, if any, was allocated on a
proportionate basis in accordance with the conditions specified in this regard in Schedule XIII of the SEBI ICDR Regulations. Further, not
488less than 35% of the Net Offer was available for allocation to Retail Individual Bidders in accordance with SEBI ICDR Regulations, subject
to valid Bids having been received at or above the Offer Price. A Bid by an Eligible Employee in the Employee Reservation Portion was
considered for allocation, in the first instance, for a Bid Amount of up to ₹ 0.20 million (net of Employee Discount). In the event of
undersubscription in the Employee Reservation Portion, the unsubscribed portion was available for allocation and Allotment,
proportionately to all Eligible Employees who had Bid in excess of ₹ 0.20 million (net of Employee Discount), subject to the maximum value
of Allotment being made to such Eligible Employee not exceeding ₹ 0.50 million (net of Employee Discount). Further, an Eligible Employee
Bidding in the Employee Reservation Portion could also Bid in the Net Offer and such Bids were not treated as multiple Bids subject to
applicable limits. In case of under-subscription in the Net Offer, spill-over to the extent of such under-subscription was permitted from the
Employee Reservation Portion. For further details, see “Terms of the Offer” on page 479.
(3) If the Bid was submitted in joint names, the Bid cum Application Form was required to contain only the name of the First Bidder whose
name should also appear as the first holder of the depository account held in joint names. The signature of only the First Bidder was required
in the Bid cum Application Form and such First Bidder have been deemed to have signed on behalf of the joint holders.
(4) Full Bid Amount was payable by the Anchor Investors at the time of submission of the Bid cum Application Form, provided that any difference
between the price at which Equity Shares are allocated to the Anchor Investors and the Anchor Investor Offer Price, would be payable by
the Anchor Investor Pay-in Date as mentioned in the CAN.
(5) Anchor Investors were not permitted to use the ASBA process. Further, SEBI vide the SEBI ICDR Master Circular, had mandated that ASBA
applications in public issues would be processed only after the application monies are blocked in the investor’s bank accounts. Accordingly,
Stock Exchanges, for all categories of investors viz. Retail, QIB, NIB and other reserved categories and also for all modes through which
the applications were processed, accepted the ASBA applications in their electronic book building platform only with a mandatory
confirmation on the application monies being blocked.
Bids by FPIs with certain structures as described under “Offer Procedure - Bids by FPIs” on page 498 and having
same PAN were collated and identified as a single Bid in the Bidding process. The Equity Shares Allocated and
Allotted to such successful Bidders (with same PAN) was proportionately distributed.
Bidders were required to confirm and were deemed to have represented to our Company, the Selling Shareholders,
the Underwriters, their respective directors, officers, agents, affiliates and representatives that they were eligible
under applicable law, rules, regulations, guidelines and approvals to acquire the Equity Shares.
Under-subscription, if any, in any category except in the QIB Portion, was allowed to be met with spill over from
any other category or combination of categories on proportionate basis, at the discretion of our Company, in
consultation with the BRLMs and the Designated Stock Exchange subject to applicable laws and receipt of valid
Bids received at or above the Offer Price.
Eligible Employees bidding in the Employee Reservation Portion at a price within the Price Band could make
payment based on, Bid Amount net of Employee Discount, at the time of making a Bid. Eligible Employees bidding
in the Employee Reservation Portion at the Cut-Off Price had to ensure payment at the Cap Price, less Employee
Discount, at the time of making a Bid.
489OFFER PROCEDURE
All Bidders were required to read 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. The General Information Document was available on the
websites of the Stock Exchanges and the BRLMs. Please refer to the relevant provisions of the General
Information Document which are applicable to the Offer. Bidders were required to note that the details and
process provided in the General Information Document should be read along with this section.
Bidders could refer to the General Information Document for information in relation to (i) category of investors
eligible to participate in the Offer; (ii) maximum and minimum Bid size; (iii) price discovery and allocation; (iv)
payment instructions for ASBA Bidders; (v) issuance of CAN and Allotment in the Offer; (vi) general instructions
(limited to instructions for completing the Bid cum Application Form); (vii) Designated Date; (viii) disposal of
applications and electronic registration of bids; (ix) submission of Bid cum Application Form; (x) other
instructions (limited to joint bids in cases of individual, multiple bids and instances when an application could
have been rejected on technical grounds); (xi) applicable provisions of Companies Act relating to punishment for
fictitious applications; (xii) mode of making refunds; and (xiii) interest in case of delay in Allotment or refund.
SEBI through the UPI Circulars has proposed to introduce an alternate payment mechanism using Unified
Payments Interface (“UPI”) and consequent reduction in timelines for listing in a phased manner. UPI has been
introduced in a phased manner as a payment mechanism in addition to ASBA for applications by Retail Individual
Bidders through intermediaries from January 1, 2019. The UPI Mechanism for Retail Individual Bidders applying
through Designated Intermediaries, in phase I, was effective along with the prior process and existing timeline of
T+6 days (“UPI Phase I”), until June 30, 2019. Subsequently, for applications by Retail Individual Bidders
through Designated Intermediaries, the process of physical movement of forms from Designated Intermediaries
to SCSBs for blocking of funds has been discontinued and RIBs submitting their ASBA Forms through Designated
Intermediaries (other than SCSBs) can only use UPI Mechanism with existing timeline of T+6 days until further
notice pursuant to the SEBI ICDR Master Circular (“UPI Phase II”). The final reduced timeline of T+3 days for
the UPI Mechanism for applications by UPI Bidders (“UPI Phase III”) and modalities of the implementation of
UPI Phase III was notified by SEBI vide its circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9,
2023 (rescinded pursuant to the SEBI ICDR Master Circular) and made effective 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. The Offer will be undertaken pursuant to the processes and procedures under UPI Phase III,
subject to any circulars, clarification or notification issued by SEBI from time to time. Further, SEBI vide its
circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as amended pursuant to SEBI
circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 (rescinded pursuant to the SEBI ICDR Master
Circular), had introduced certain additional measures for streamlining the process of initial public offers and
redressing investor grievances. Subsequently, vide the SEBI RTA Master Circular, consolidated the
aforementioned circulars to the extent relevant for CRTAs and rescinded these circulars. Furthermore, pursuant
to the SEBI ICDR Master Circular, all individual bidders in initial public offerings whose application sizes are
up to ₹ 0.50 million shall use the UPI Mechanism. Pursuant to SEBI ICDR Master Circular, applications made
using the ASBA facility in initial public offerings shall be processed only after application monies are blocked in
the bank accounts of Bidders (all categories). 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 Prospectus.
Furthermore, pursuant to SEBI ICDR Master Circular, all individual bidders in initial public offerings (opening
on or after May 1, 2022) whose application sizes are up to ₹ 0.50 million shall use the UPI Mechanism.
Subsequently, pursuant to the May 30, 2022 Circular, applications made using the ASBA facility in initial public
offerings (opening on or after September 1, 2022) shall be processed only after application monies are blocked
in the bank accounts of Bidders (all categories).
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 (i) 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 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
490placed 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), 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 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 two Working Days from the Bid/Offer 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 two Working Days from the Bid/Offer Closing Date
by the SCSB responsible for causing such delay in unblocking. The BRLMs 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, which for the avoidance of doubt, shall
be deemed to be incorporated in the agreements to be entered into between our Company with the relevant
intermediaries, to the extent applicable.
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 Equity Shares
that can be held by them under applicable law or as specified in the Red Herring Prospectus and this Prospectus.
The BRLMs shall be the nodal entity for any issues arising out of public issuance process.
Our Company, the Selling Shareholders and the BRLMs are not liable for any adverse occurrences consequent to
the implementation of the UPI Mechanism for application in this Offer.
Pursuant to circular no. NSDL/CIR/II/28/2023 dated August 8, 2023 issued by NSDL and circular no.
CDSL/OPS/RTA/POLCY/2023/161 dated August 8, 2023 issued by CDSL, our Company may request the
Depositories to suspend/ freeze the ISIN in depository system till listing/ trading effective date. Pursuant to the
aforementioned circulars, our Company may request the Depositories to suspend/ freeze the ISIN in depository
system from or around the date of this Prospectus till the listing and commencement of trading of our Equity
Shares. The shareholders who intended to transfer the pre-Offer shares requested our Company and/ or the
Registrar for facilitating transfer of shares under suspended/ frozen ISIN by submitting requisite documents to
our Company and/ or the Registrar. Our Company and/ or the Registrar then sent 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. The transfer request was accepted by the Depositories
from our Company till one day prior to Bid/ Offer Opening Date.
Book Building Procedure
The Offer was made in terms of Rule 19(2)(b) of the SCRR, through the Book Building Process in accordance
with Regulation 6(1) of the SEBI ICDR Regulations wherein not more than 50% of Net Offer was allocated on a
proportionate basis to QIBs, provided that our Company, in consultation with the BRLMs, could allocate up to
60% of the QIB Portion to Anchor Investors and the basis of such allocation will be on a discretionary basis by
our Company, in consultation with the BRLMs in accordance with the SEBI ICDR Regulations, of which one-
third was required to be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic
Mutual Funds at or above the Anchor Investor Allocation Price. Further, 5% of the Net QIB Portion (excluding
the Anchor Investor Portion) was made available for allocation on a proportionate basis only to Mutual Funds and
the remainder of the QIB Portion was made available for allocation on a proportionate basis to all QIBs (other
than Anchor Investors), including Mutual Funds, subject to valid Bids having been received at or above the Offer
Price. Further, in accordance with Regulation 40(3) of the SEBI ICDR Regulations, the QIB Portion was not to
be underwritten by the Underwriters pursuant to the Underwriting Agreement. Further, not less than 15% of the
Net Offer was made available for allocation on a proportionate basis to Non-Institutional Bidder of which one-
third of the Non-Institutional Portion was 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 was 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 was allocated to Bidders in the other sub-category of Non-Institutional
Portion. Further, not less than 35% of the Net Offer was made available for allocation to Retail Individual Bidders
in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price.
Furthermore, up to 101,351^ Equity Shares, aggregating up to ₹ 37.50 million was made available for allocation
491on a proportionate basis only to Eligible Employees Bidding in the Employee Reservation Portion, subject to valid
Bids having been received at or above the Offer Price, net of Employee Discount. 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 (net of Employee
Discount), subject to the maximum value of Allotment made to such Eligible Employee not exceeding ₹ 0.50
million (net of Employee Discount). The unsubscribed portion, if any, in the Employee Reservation Portion (after
allocation of up to ₹ 0.50 million), shall be added to the Net Offer, provided that 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.
^ Subject to finalisation of Basis of Allotment
Under-subscription, if any, in any category except in the QIB Portion, will be allowed to be met with spill over
from any other category or combination of categories on proportionate basis, at the discretion of our Company, in
consultation with the BRLMs and the Designated Stock Exchange subject to applicable laws and receipt of valid
Bids received at or above the Offer Price.
In accordance with Rule 19(2)(b) of the SCRR, the Offer constituted at least 10% of the post Offer paid-up Equity
Share capital of our Company.
The Equity Shares will be traded only in the dematerialised segment of the Stock Exchanges.
Bidders had to ensure that their PAN is linked with Aadhaar and are in compliance with Central Board of
Direct Taxes notification dated February 13, 2020 and press releases dated June 25, 2021 and September
17, 2021. Pursuant to the press release dated March 28, 2023, the last date for linking PAN and Aadhaar
has been extended to June 30, 2023.
Bidders were requested to note that the Equity Shares would be Allotted to all successful Bidders only in
dematerialised form. The Bid cum Application Forms which did not have the details of the Bidders’
depository account, including the DP ID and the Client ID and the PAN and UPI ID (for UPI Bidders
Bidding through the UPI Mechanism), were treated as incomplete and were rejected. Bidders did not have
the option of being Allotted Equity Shares in physical form.
Phased implementation of UPI for Bids by RIBs as per the UPI Circulars
SEBI has issued UPI Circulars in relation to streamlining the process of public issue of equity shares and
convertibles by introducing an alternate payment mechanism using UPI. Pursuant to the UPI Circulars, UPI 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 the 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 have introduced
and implemented the UPI payment mechanism in three phases in the following manner:
(a) 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 until June 30, 2019. Under this phase, an RIB also had the option to submit the ASBA Form with
any of the Designated Intermediaries and use his / her UPI ID for the purpose of blocking of funds. The
time duration from public issue closure to listing would continue to be six Working Days.
(b) Phase II: This phase was applicable from July 1, 2019 and was to initially continue for a period of three
months or floating of five main board public issues, whichever is later. SEBI vide its circular bearing
number SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019 extended the timeline for
implementation of UPI Phase II till March 31, 2020. Further, pursuant to SEBI circular dated March 30,
2020, this phase was extended till further notice. Under this phase, submission of the ASBA Form without
UPI by RIBs through Designated Intermediaries (other than SCSBs) to SCSBs for blocking of funds was
discontinued and replaced by the UPI Mechanism. However, the time duration from public issue closure to
listing continued to be six Working Days during this phase.
(c) 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
492Notification”). In this phase, the time duration from public issue closure to listing has been reduced to
three Working Days. The Offer 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 SEBI
from time to time, including any circular, clarification or notification which may be issued by SEBI.
Pursuant 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 Circulars 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 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. Additionally, if there is any delay in the redressal of investors’ complaints, the relevant SCSB as well as the
post–Offer BRLMs will be required to compensate the concerned investor.
All SCSBs offering facility of making application in public issues also had to provide facility to make application
using UPI.
Our Company was required to appoint SCSBs as sponsor banks 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.
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, in compliance with the SEBI RTA Master Circular
in a format as prescribed by SEBI, from time to time, and such payment of processing fees to the SCSBs shall be
made in compliance with circulars prescribed by SEBI and applicable law. The Offer was made under UPI Phase
III of the UPI Circulars.
For further details, refer to the General Information Document which was available on the websites of the Stock
Exchanges and the BRLMs.
Electronic registration of Bids
a) The Designated Intermediary were allowed to register the Bids using the online facilities of the Stock
Exchanges. The Designated Intermediaries could 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 online
facilities for the Book Building process on a regular basis before the closure of the Offer, subject to
applicable laws.
b) On the Bid / Offer Closing Date, the Designated Intermediaries could upload the Bids till such time as may
be permitted by the Stock Exchanges and as was disclosed in this Prospectus.
c) Only Bids that were uploaded on the Stock Exchanges’ platform were considered for allocation / Allotment.
The Designated Intermediaries were given time till 5:00 pm on the Bid / Offer Closing Date to modify
select fields uploaded in the Stock Exchanges’ platform during the Bid / Offer Period after which the Stock
Exchange(s) sent the bid information to the Registrar to the Offer for further processing.
d) QIBs and Non-Institutional Bidders could neither revise their bids downwards nor cancel/withdraw their
bids
Bid cum Application Form
Copies of the Bid cum Application Form (other than for Anchor Investors) and the Abridged Prospectus were
made available with the Designated Intermediaries at relevant Bidding Centres and at our Registered and
Corporate Office. An electronic copy of the Bid cum Application Form was also made available for download on
the websites of NSE (www.nseindia.com) and BSE (www.bseindia.com) at least one day prior to the Bid / Offer
Opening Date. The Bid Cum Application Forms for Eligible Employees Bidding in the Employee Reservation
Portion were available at the Registered and Corporate Office of our Company.
For Anchor Investors, the Bid cum Application Form was available at the offices of the BRLMs.
493All Bidders (other than Anchor Investors) had to compulsorily use the ASBA process to participate in the Offer.
Anchor Investors were not permitted to participate in this Offer through the ASBA process.
UPI Bidders bidding using the UPI Mechanism had to provide the valid UPI ID in the relevant space provided in
the Bid cum Application Form and Bid cum Application Forms submitted by UPI Bidders that did not contain the
UPI ID are liable to be rejected.
Bidders (other than Anchor Investors and UPI Bidders Bidding using the UPI Mechanism) had to 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.
Retail Individual Bidders submitting their Bid cum Application Form to any Designated Intermediary (other than
SCSBs) had to Bid using the UPI Mechanism and provide the UPI ID in the relevant space provided in the Bid
cum Application Form. Bids submitted by Retail Individual Bidders with any Designated Intermediary (other than
SCSBs) without mentioning the UPI ID were rejected. UPI Bidders Bidding using the UPI Mechanism had also
applied through the SCSBs and mobile applications using the UPI handles as provided on the website of SEBI.
Further, ASBA Bidders had to ensure that the Bids are submitted at the Bidding Centres 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. Bidders using the ASBA process to participate in the
Offer must ensure that the ASBA Account has sufficient credit balance such that an amount equivalent to the full
Bid Amount can be blocked therein by the SCSB or the Sponsor Banks, as applicable, at the time of submitting
the Bid. In order to ensure timely information to Bidders. SCSBs are required to send SMS alerts to Bidders
intimating them about the Bid Amounts blocked / unblocked.
ASBA Bidders may submit the ASBA Form in the manner below:
(i) RIBs (other than the RIBs using UPI Mechanism) 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 using the UPI Mechanism, may submit their ASBA Forms with the Syndicate, Sub-
Syndicate members, Registered Brokers, CRTAs 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 NIBs not using the UPI Mechanism may submit their ASBA Forms with SCSBs, Syndicate,
Sub-Syndicate members, Registered Brokers, CRTAs or CDPs.
In terms of the SEBI ICDR Master Circular, all the ASBA applications in public issues shall be processed only
after the application monies are blocked in the investor’s bank accounts. Stock Exchanges shall accept the ASBA
applications in their electronic book building platform only with a mandatory confirmation on the application
monies blocked. The circular shall be applicable for all categories of Bidders viz. Retail, QIB and NIB and also
for all modes through which the applications are processed.
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 Bidders, Retail Individual White
Bidders and Eligible NRIs applying on a non-repatriation basis (1)
Non-Residents including FPIs, Eligible NRIs applying on a repatriation basis, FVCIs Blue
and registered bilateral and multilateral institutions (1)
Anchor Investors(2) White
Eligible Employees Bidding in the Employee Reservation Portion(3) Pink
* Excluding electronic Bid cum Application Forms.
Notes:
(1) Electronic Bid cum Application forms will also be available for download on the website of NSE (www.nseindia.com) and BSE
(www.bseindia.com).
(2) Bid cum Application Forms for Anchor Investors will be made available at the offices of the BRLMs.
(3) Bid Cum Application Forms for Eligible Employees Bidding in the Employee Reservation Portion will be available at the Registered and
Corporate Office of our Company.
494In case of ASBA Forms, the relevant Designated Intermediaries were required to 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 Bidding using the UPI Mechanism) to the respective SCSB,
where the Bidder has a bank account and shall not submit it to any non-SCSB bank or any Escrow Collection
Bank. For UPI Bidders using the UPI Mechanism, 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 RIBs (Bidding through UPI
Mechanism) 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 Offer shall provide the audit trail to the BRLMs for analysing the same and fixing liability.
For ensuring timely information to Bidders, SCSBs shall send SMS alerts for mandate block and unblock as
specified in SEBI ICDR Master Circular.
For all pending UPI Mandate Requests, the Sponsor Bank 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 / Offer 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 BRLMs 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 shall host a web portal for intermediaries (closed user group) from the date of Bid / Offer
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 Offer Bidding process.
Participation by Promoters, Promoter Group, the BRLMs, associates and affiliates of the BRLMs and the
Syndicate Members and the persons related to Promoters, Promoter Group, BRLMs and the Syndicate
Members and Bids by Anchor Investors
The BRLMs and the Syndicate Members shall not be allowed to purchase/subscribe the Equity Shares in any
manner, except towards fulfilling their underwriting obligations. However, the respective associates and affiliates
of the BRLMs and the Syndicate Members may purchase/subscribe to the Equity Shares in the Offer, either in the
QIB Portion or in the Non-Institutional Portion as may be applicable to such Bidders and such subscription may
be on their own account or on behalf of their clients. All categories of Bidders, including respective associates or
affiliates of the BRLMs and Syndicate Members, shall be treated equally for the purpose of allocation to be made
on a proportionate basis.
Except for Mutual Funds, AIFs or FPIs other than individuals, corporate bodies and family offices sponsored by
entities which are associates of the BRLMs or insurance companies promoted by entities or pension funds
sponsored entities which are associates of the BRLMs, no BRLMs or their respective associates can apply in the
Offer under the Anchor Investor Portion.
Further, an Anchor Investor shall be deemed to be an “associate of the Book Running Lead Managers” 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 BRLMs.
495Further, the Promoters and members of the Promoter Group shall not participate by applying for Equity Shares in
the Offer, except in accordance with the applicable law. Furthermore, persons related to the Promoters and the
Promoter Group shall not apply in the Offer 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 the Promoters or Promoter Group of our Company.
Bids by Mutual Funds
With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate was lodged with the
Bid cum Application Form. Failing this, the Company in consultation with BRLMs reserved the right to reject
any Bid without assigning any reason thereof. Bids made by asset management companies or custodians of Mutual
Funds specifically stated names of the concerned schemes for which such Bids are made.
In case of a Mutual Fund, a separate Bid was 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 were not be treated as multiple
Bids, provided that such Bids clearly indicated the scheme for which the Bid is submitted.
No Mutual Fund scheme invested more than 10% of its NAV 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 could own more than 10% of any
company’s paid-up share capital carrying voting rights.
Bids by Eligible NRIs
Eligible NRIs could 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 Bidding on a repatriation basis should authorise their SCSBs or confirm or accept
the UPI Mandate Request (in case of UPI Bidders Bidding through the UPI Mechanism) to block their Non-
Resident External Accounts (“NRE Account”), or Foreign Currency Non-Resident Accounts (“FCNR
Account”), and Eligible NRIs bidding on a non-repatriation basis should authorise their SCSBs or confirm or
accept the UPI Mandate Request (in case of UPI Bidders Bidding through the UPI Mechanism) to block their
Non-Resident Ordinary (“NRO”) accounts for the full Bid amount, at the time of submission of the Bid cum
Application Form. Participation of Eligible NRIs in the Offer shall be subject to the FEMA regulations. NRIs
applying in the Offer 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.
In accordance with the FEMA NDI 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 August 3,
2024, passed by our Shareholders, the aggregate ceiling of 10% was raised to 24%.
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).
Bids by HUFs
Bids by HUFs, should be made in the individual name of the Karta. The Bidder 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:
XYZ Hindu Undivided Family applying through XYZ, where XYZ is the name of the Karta”. Bids by HUFs will
be considered at par with Bids from individuals.
496Bids by FPIs
In terms of applicable FEMA NDI Rules and the SEBI FPI Regulations, investments by FPIs in the Equity Shares
is subject to certain limits, i.e., the individual holding of an FPI (including its investor group (which means
multiple entities registered as foreign portfolio investors and directly or indirectly, having common ownership of
more than 50% or common control) shall be below 10% of our post-Offer Equity Share capital on a fully diluted
basis. In case the total holding of an FPI or investor group increase beyond 10% of the total paid-up Equity Share
capital of our Company, on a fully diluted basis, 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 can be up to the sectoral cap applicable to the sector in which our Company operates (i.e., up
to 100% under the automatic route). In terms of the FEMA NDI Rules, for calculating the aggregate holding of
FPIs in a company, holding of all registered FPIs shall be included.
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 in
consultation with BRLMs, reserve the right to reject any Bid without assigning any reason. FPIs who wish to
participate in the Offer are advised to use the Bid cum Application Form for Non-Residents (Blue in colour).
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 Offer 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 was required to issue, subscribe to, or otherwise deal in
offshore derivative instruments, directly or indirectly, only if it complies with the following conditions:
(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 was 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)); and (b) prior consent of the FPI was 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 by following FPIs, submitted with the same PAN but with different beneficiary account numbers, Client IDs
and DP IDs shall not be treated as multiple Bids and are liable to be rejected:
• FPIs which utilised the multi-investment manager structure in accordance with the Operational Guidelines
for Foreign Portfolio Investors and Designated Depository Participants which were issued in November
2019 to facilitate implementation of SEBI FPI Regulations (such structure “MIM Structure”) provided
such Bids have been made with different beneficiary account numbers, Client IDs and DP IDs;
• Offshore derivative instruments which have obtained separate FPI registration for ODI and proprietary
derivative investments;
• Sub funds or separate class of investors with segregated portfolio who obtained separate FPI registration;
• FPI registrations granted at investment strategy level / sub fund level where a collective investment scheme
or fund had multiple investment strategies / sub-funds with identifiable differences and managed by a single
investment manager.
497• Multiple branches in different jurisdictions of foreign bank registered as FPIs;
• Government and Government related investors registered as Category 1 FPIs; and
• Entities registered as collective investment scheme having multiple share classes.
Accordingly, it should be noted that multiple Bids received from FPIs, who did not utilise the MIM Structure, and
bear the same PAN, were 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, were required to provide a
confirmation in the Bid cum Application Forms that the relevant FPIs making multiple Bids utilise the MIM
Structure. In the absence of such confirmation from the relevant FPIs, such multiple Bids have been rejected. Bids
by an FPI Bidder utilising the MIM Structure was aggregated for determining the permissible maximum Bid.
The Bids belonging to any of the above mentioned seven structures and having same PAN were required to be
collated and identified as a single Bid in the Bidding process. The Equity Shares allotted in the Bid were required
to be proportionately distributed to the applicant FPIs (with same PAN).
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, were required to provide a confirmation along with each of their Bid
cum Application Forms that the relevant FPIs making multiple Bids utilised any of the above-mentioned structures
and indicated the name of their respective investment managers in such confirmation. In the absence of such
compliance from the relevant FPIs with the operational guidelines for FPIs and designated Collecting Depository
Participants issued to facilitate implementation of SEBI FPI Regulations, such multiple Bids were required to be
rejected.
FPIs have ensured that any Bid by a single FPI and/ or an investor group (which means the same multiple entities
having common ownership directly or indirectly of more than 50% or common control) (collective, the “FPI
Group”) were below 10% of the total paid-up Equity Share capital of our Company on a fully diluted basis. Any
Bids by FPIs and/ or the FPI Group (including but not limited to (a) FPIs Bidding through the MIM Structure; or
(b) FPIs with separate registrations for offshore derivative instruments and proprietary derivative instruments) for
10% or more of our total paid-up post Offer Equity Share capital on a fully diluted basis were required to be
rejected.
Participation of FPIs in the Offer shall be subject to the FEMA NDI Rules.
There was no reservation for Eligible NRI Bidders, AIFs and FPIs. All Bidders were treated on the same
basis with other categories for the purpose of allocation.
Bids by SEBI registered AIFs, VCFs and FVCIs
The Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012, as amended (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 “SEBI VCF
Regulations”), VCFs which have not re-registered as AIFs under the SEBI AIF Regulations shall continue to be
regulated by the SEBI VCF Regulations until the existing fund or scheme managed by the fund is wound up and
such fund shall not launch any new scheme after the notification of the SEBI AIF Regulations. The SEBI FVCI
Regulations prescribe the investment restrictions on FVCIs.
The Category I and II AIFs cannot invest more than 25% of their investible funds in one investee company. A
Category III AIF cannot invest more than 10% of its investible funds 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. An
FVCI 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) whose shares are proposed to be listed.
Participation of AIFs, VCFs and FVCIs was subject to the FEMA NDI 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.
498Our Company, the Selling Shareholders or the BRLMs will not be responsible for loss, if any, incurred by the
Bidder on account of conversion of foreign currency.
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, were
required to be attached to the Bid cum Application Form. Failing this, our Company, in consultation with BRLMs,
reserved 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 was required
to be attached to the Bid cum Application Form, failing which our Company, in consultation with BRLMs,
reserved 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, as amended 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, as per the last audited balance sheet or a subsequent
balance sheet, whichever is less. Further, the aggregate equity investment in subsidiaries and other entities
engaged in financial and non-financial services cannot exceed 20% of the bank’s paid-up share capital and
reserves. A banking company would be permitted to invest in excess of 10% but not exceeding 30% of the paid-
up share capital of such investee company if: (a) the investee company is engaged in non-financial activities in
which banking companies are permitted to engage under the Banking Regulation Act or (b) 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, provided that the bank is required to submit a time-
bound action plan for disposal of such shares (in this sub-clause (b)) 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 SCSBs
SCSBs participating in the Offer were required to comply with the terms of the circulars dated September 13,
2012 and January 2, 2013 issued by SEBI. Such SCSBs were 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 required to be solely for the purpose of making application in
public issues and clear demarcated funds was 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 was required to be attached to the Bid cum Application Form. Failing this, the
Company in consultation with BRLMs, reserves the right to reject any Bid without assigning any reason thereof.
The exposure norms for insurers are prescribed under Regulation 9 of the Insurance Regulatory and Development
Authority of India (Investment) Regulations, 2016 read with the investments – master circular dated October 27,
2022, each as amended (“IRDA Investment Regulations”) and are based on 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 were advised to refer to the IRDA Investment Regulations for specific investment limits
applicable to them and were required to 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
499auditor(s), were required to be attached to the Bid-cum Application Form. Failing this, our Company, in
consultation with BRLMs, reserved the right to reject any Bid, without assigning any reason thereof. NBFC-SI
participating in the Offer were required to comply with all applicable regulations, guidelines and circulars issued
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, registered with the Pension Fund Regulatory and Development Authority
established under Section 3(1) of the Pension Fund Regulatory and Development Authority Act, 2013, subject to
applicable laws 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 were
required to be lodged along with the Bid cum Application Form. Failing this, our Company reserved 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 BRLMs, in their absolute discretion, reserved 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 BRLMs, may deem fit.
Bids by provident funds / pension funds
In case of Bids made by provident funds / pension funds, subject to applicable laws, with minimum corpus of ₹
250 million, registered with the Pension Fund Regulatory and Development Authority established under Section
3(1) of the Pension Fund Regulatory and Development Authority Act, 2013, subject to applicable laws, a certified
copy of certificate from a chartered accountant certifying the corpus of the provident fund / pension fund were
required to be attached to the Bid cum Application Form. Failing this, our Company, in consultation with BRLMs
reserved the right to reject any Bid, without assigning any reason therefor.
Bids by Eligible Employees
Bids under Employee Reservation Portion by Eligible Employees were:
(a) Made only in the prescribed Bid cum Application Form or Revision Form.
(b) The Bid was for a minimum of 36 Equity Shares and in multiples of 36 Equity Shares thereafter so as to
ensure that the Bid Amount payable by the Eligible Employee did not exceed ₹ 0.50 million (net of
Employee Discount). However, a Bid by an Eligible Employee in the Employee Reservation Portion was
considered for allocation, in the first instance, for a Bid amounting up to ₹ 0.20 million (which will be less
Employee Discount). In the event of any 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 (net of Employee Discount), provided however that
the maximum Bid in this category by an Eligible Employee cannot exceed ₹ 0.50 million (net of Employee
Discount).Only Eligible Employees were eligible to apply in this Offer under the Employee Reservation
Portion and the Bidder should have been an Eligible Employee as defined above.
(c) Only Eligible Employees (as defined in this Prospectus) were eligible to apply in this Offer under the
Employee Reservation Portion.
(d) Bids by Eligible Employees in the Employee Reservation Portion and in the Net Offer portion were not
treated as multiple Bids subject to applicable limits. Our Company reserved the right to reject, in its absolute
discretion, all or any multiple Bids in any or all categories.
(e) Only those Bids, which were received at or above the Offer Price net of Employee Discount, were
considered for Allotment under this category.
(f) Eligible Employees were made at Cut-off Price.
(g) Eligible Employees bidding in the Employee Reservation Portion Bid either through the UPI mechanism
500or ASBA (including syndicate ASBA).
(h) In case of joint bids, the First Bidder was an Eligible Employee.
(i) If the aggregate demand in this category was less than or equal to 101,351 Equity Shares at or above the
Offer Price, full allocation could have been made to the Eligible Employees to the extent of their demand.
Under-subscription, if any, in any category, except the QIB Category, would be met with spill-over from any other
category or categories, as applicable, at the discretion of our Company in consultation with the BRLMs and the
Designated Stock Exchange, subject to applicable laws. Unless the Employee Reservation Portion is under-
subscribed, the value of allocation to an Eligible Employee shall not exceed ₹ 0.20 million (net of Employee
Discount). In the event of under-subscription in the Employee Reservation Portion, the unsubscribed portion may
be allocated, on a proportionate basis, to Eligible Employees for value exceeding ₹ 0.20 million up to ₹ 0.50
million (net of Employee Discount).
Bids by Anchor Investors
In accordance with the SEBI ICDR Regulations, in addition to details and conditions mentioned in this section
the key terms for participation by Anchor Investors are provided below.
(a) Anchor Investor Application Forms were made available for the Anchor Investor Portion at the offices of
the BRLMs.
(b) The Bids were 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.
(c) One-third of the Anchor Investor Portion were reserved for allocation to domestic Mutual Funds.
(d) Bidding for Anchor Investors was open one Working Day before the Bid / Offer Opening Date and was
completed on the same day.
(e) Our Company, in consultation with the BRLMs will finalise allocation to the Anchor Investors on a
discretionary basis, provided that the minimum number of Allottees in the Anchor Investor Portion is not
less than:
• maximum of two Anchor Investors, where allocation under the Anchor Investor Portion is up to ₹
100 million;
• 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
• 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.
(f) Allocation to Anchor Investors was completed on the Anchor Investor Bid / Offer Period. The number of
Equity Shares allocated to Anchor Investors and the price at which the allocation was be made, was made
available in the public domain by the BRLMs before the Bid / Offer Opening Date, through intimation to
the Stock Exchanges.
(g) Anchor Investors could withdraw or lower the size of their Bids at any stage after submission of the Bid.
(h) 50% of the Equity Shares Allotted to Anchor Investors in the Anchor Investor Portion were locked in for
a period of 90 days from the date of Allotment, while the remaining 50% of the Equity Shares Allotted to
Anchor Investors in the Anchor Investor Portion were locked in for a period of 30 days from the date of
Allotment.
(i) Neither the BRLMs nor any associate of the BRLMs (except Mutual Funds sponsored by entities which
501are associates of the BRLMs or insurance companies promoted by entities which are associate of BRLMs
or AIFs sponsored by the entities or pension funds sponsored by entities which are associate of the BRLMs
or FPIs, other than individuals, corporate bodies and family offices sponsored by the entities which are
associate of the and BRLMs) can apply in the Offer under the Anchor Investor Portion.
(j) Bids made by QIBs under both the Anchor Investor Portion and the QIB Portion were not considered as
multiple Bids
The above information was given for the benefit of the Bidders. Bidders were advised to make their
independent investigations and ensure that any single Bid from them did 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 Prospectus, when filed.
In accordance with RBI regulations, OCBs cannot participate in the Offer.
Information for Bidders
The relevant Designated Intermediary entered a maximum of three Bids at different price levels opted in the Bid
cum Application Form and such options were not considered as multiple Bids. It was the Bidder’s responsibility
to obtain the acknowledgment slip from the relevant Designated Intermediary. The registration of the Bid by the
Designated Intermediary did not guarantee that the Equity Shares shall be allocated / Allotted. Such
Acknowledgement Slip was required to be non-negotiable and by itself did not create any obligation of any kind.
When a Bidder revised his or her Bid, he / she surrendered the earlier Acknowledgement Slip and requested 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 BRLMs 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 the Red
Herring Prospectus or this Prospectus; nor does it warrant that the Equity Shares will be listed or will continue to
be listed on the Stock Exchanges.
Pre-Offer Advertisement
Subject to Section 30 of the Companies Act, our Company after filing of the Red Herring Prospectus with the
RoC, published a pre-Offer advertisement, in the form prescribed by the SEBI ICDR Regulations, in all editions
of The Financial Express, an English national daily newspaper and all editions of Jansatta, a Hindi national daily
newspaper (Hindi being the regional language of New Delhi, where our Registered Office is located), each with
wide circulation. Our Company in the pre-Offer advertisement stated the Bid / Offer Opening Date, the Bid / Offer
Closing Date and the QIB Bid / Offer Closing Date, as applicable. This advertisement, subject to the provisions
of Section 30 of the Companies Act, was made in the format prescribed in Part A of Schedule X of the SEBI
ICDR Regulations.
Signing of Underwriting Agreement and filing of Prospectus with the RoC
Our Company and the Selling Shareholders have entered into an Underwriting Agreement with the Underwriters
on or after the finalisation of the Offer Price. After signing the Underwriting Agreement, the Company has filed
this Prospectus with the RoC. This Prospectus contains details of the Offer Price, Anchor Investor Offer Price,
Offer size and underwriting arrangements and is complete in all material respects.
General Instructions
Please note that QIBs and Non-Institutional Bidders were 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
and Eligible Employees Bidding in the Employee Reservation Portion could revise or withdraw their Bid(s) until
the Bid / Offer Closing Date. Anchor Investors were not allowed to withdraw or lower the size of their Bids after
502the Anchor Investor Bidding Date.
Do’s:
1. Check if you are eligible to apply as per the terms of the Red Herring Prospectus and under applicable law,
rules, regulations, guidelines and approvals;
2. All Bidders (other than Anchor Investors) should submit their Bids using the ASBA process only;
3. Ensure that you have Bid within the Price Band;
4. Ensure that you have mentioned the correct ASBA Account number (for all Bidders other than UPI Bidders
Bidding using the UPI Mechanism) in the Bid cum Application Form and such ASBA account belongs to
you and no one else. UPI Bidders using the UPI Mechanism must mention their correct UPI ID and shall
use only his / her own bank account which is linked to such UPI ID and not the bank account of any third
party;
5. UPI Bidders Bidding using the UPI Mechanism shall ensure that the bank, with which they have their bank
account, where the funds equivalent to the application amount are available for blocking is UPI 2.0 certified
by NPCI before submitting the ASBA Form to any of the Designated Intermediaries;
6. UPI Bidders Bidding using the UPI Mechanism shall make Bids only through the SCSBs, mobile
applications and UPI handles whose name 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. An application made using incorrect UPI
handle or using a bank account of an SCSB or bank which is not mentioned on the SEBI website is liable
to be rejected;
7. Read all the instructions carefully and complete the Bid cum Application Form in the prescribed form;
8. 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 dematerialised form only;
9. 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. UPI Bidders using UPI
Mechanism, may submit their ASBA Forms with Syndicate, Sub-Syndicate Members, Registered Brokers,
RTA or CDP;
10. 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;
11. Retail Individual Bidders not using the UPI Mechanism, should submit their Bid cum Application Form
directly with SCSBs and not with any other Designated Intermediary;
12. Ensure that they have correctly signed the authorisation / undertaking box in the Bid cum Application Form,
or have otherwise provided an authorisation to the SCSB or Sponsor Banks, as applicable, via the electronic
mode, for blocking funds in the ASBA Account equivalent to the Bid Amount mentioned in the Bid cum
Application Form, as the case may be, at the time of submission of the Bid. In case of UPI Bidders
submitting their Bids and participating in the Offer through the UPI Mechanism, ensure that you authorise
the UPI Mandate Request raised by the Sponsor Banks for blocking of funds equivalent to Bid Amount and
subsequent debit of funds in case of Allotment;
13. All Bidders (other than Anchor Investors) should submit their Bids through the ASBA process only;
14. 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 Collecting 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;
15. Bidders should ensure that they receive the Acknowledgment Slip or the acknowledgement number duly
503signed and stamped by a Designated Intermediary, as applicable, for submission of the Bid cum Application
Form;
16. 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;
17. Ensure that you submit revised Bids to the same Designated Intermediary, through whom the original Bid
was placed and obtain a revised acknowledgment;
18. 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 MRD/DoP/Dep/Cir-09/06 dated July 20, 2006 and SEBI circular no. MRD/DoP/SE/Cir-
13/06 dated September 26, 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;
19. Ensure that the Demographic Details are updated, true and correct in all respects;
20. 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;
21. 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;
22. Ensure that in case of Bids under power of attorney or by limited companies, corporates, trust etc., relevant
documents are submitted;
23. Ensure that Bids submitted by any person outside India should be in compliance with applicable foreign
and Indian laws;
24. UPI Bidders Bidding using the UPI Mechanism, should ensure that they approve the UPI Mandate Request
generated by the Sponsor Banks to authorise blocking of funds equivalent to application amount and
subsequent debit of funds in case of Allotment, in a timely manner;
25. 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;
26. However, Bids received from FPIs bearing the same PAN shall not be treated as multiple Bids in the event
such FPIs utilise the MIM structure and such Bids have been made with different beneficiary account
numbers, Client IDs and DP IDs.
27. 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;
28. In case of QIBs and NIBs, ensure that while Bidding through a Designated Intermediary, the ASBA Form
is submitted to a Designated Intermediary in a Bidding Centre and that the SCSB where the ASBA Account,
as specified in the ASBA Form, is maintained has named at least one branch at that location for the
504Designated Intermediary to deposit ASBA Forms (a list of such branches is available on the website of
SEBI at http://www.sebi.gov.in);
29. Ensure that you have correctly signed the authorisation / undertaking box in the Bid cum Application Form,
or have otherwise provided an authorisation to the SCSB or the Sponsor Banks, as applicable via the
electronic mode, for blocking 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;
30. UPI Bidders Bidding using the UPI Mechanism 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 authorisation of the mandate using his / her UPI PIN, the Retail
Individual Bidder shall be deemed to have verified the attachment containing the application details of the
Retail Individual Bidder Bidding using the UPI Mechanism in the UPI Mandate Request and have agreed
to block the entire Bid Amount and authorised the Sponsor Banks to issue a request to block the Bid
Amount mentioned in the Bid Cum Application Form in his / her ASBA Account;
31. UPI Bidding using the UPI Mechanism 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;
32. UPI Bidders Bidding using the UPI Mechanism, 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;
33. UPI Bidders who wish to revise their Bids using the UPI Mechanism, should submit the revised Bid with
the Designated Intermediaries, pursuant to which UPI Bidders should ensure acceptance of the UPI
Mandate Request received from the Sponsor Banks to authorise blocking of funds equivalent to the revised
Bid Amount in the RIB’s ASBA Account;
34. Ensure that Anchor Investors submit their Bid cum Application Forms only to the BRLMs.
35. Ensure that ASBA bidders shall ensure that bids above ₹ 500,000, are uploaded only by the SCSBs;
36. Ensure that you have accepted the UPI Mandate Request received from the Sponsor Banks prior to 5:00
p.m. on the Bid / Offer Closing Date.
37. Investors must ensure that their PAN is linked with Aadhaar and are in compliance with Central Board of
Direct Taxes notification dated February 13, 2020 and press releases dated June 25, 2021 and September
17, 2021. Pursuant to the press release dated March 28, 2023, the last date for linking PAN and Aadhaar
has been extended to June 30, 2023.
The Bid cum Application Form was 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 SEBI RTA Master Circular is liable to be rejected.
Don’ts:
1. Do not Bid for lower than the minimum Bid size;
2. Do not Bid / revise Bid Amount to less than the Floor Price or higher than the Cap Price;
3. Do not Bid for a Bid Amount exceeding ₹ 0.20 million (for Bids by RIBs);
4. Do not Bid on another Bid cum Application Form after you have submitted a Bid to a Designated
Intermediary;
5. Do not pay the Bid Amount in cash, by money order, cheques or demand drafts or by postal order or by
stock invest;
6. Do not send Bid cum Application Forms by post, instead submit the same to the Designated Intermediary
only;
5057. Bids by HUFs not mentioned correctly as provided in “ – Bids by HUFs” on page 497;
8. Anchor Investors should not Bid through the ASBA process;
9. Do not submit the ASBA Forms to any non-SCSB bank or to our Company or at a location other than the
Bidding Centers;
10. Do not submit the ASBA Forms to any Designated Intermediary that is not authorised to collect the relevant
ASBA Forms or to our Company;
11. Do not Bid on a physical Bid cum Application Form that does not have the stamp of the relevant Designated
Intermediary;
12. Do not Bid at Cut-off Price (for Bids by QIBs and Non-Institutional Bidders);
13. Do not fill up the Bid cum Application Form such that the Equity Shares Bid for exceeds the Offer / 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
the Red Herring Prospectus;
14. If you are a QIB or an NIB, do not submit your Bid after 4.00 p.m. on the Bid / Offer Closing Date. If you
are an RIB, or applying under other reserved categories do not submit your Bid after 5.00 p.m. on the Bid
/ Offer Closing Date;
15. Do not instruct your respective banks to release the funds blocked in the ASBA Account under the ASBA
process;
16. If you are a UPI Bidders using UPI Mechanism, do not submit more than one Bid cum Application Form
for each UPI ID;
17. In case of ASBA Bidders (other than 3 in 1 Bids) Syndicate Members shall ensure that they do not upload
any bids above ₹ 0.50 million;
18. Do not submit the General Index Register (GIR) number instead of the PAN;
19. 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 Offer;
20. 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 Bidding using the UPI Mechanism,
in the UPI-linked bank account where funds for making the Bid are available;
21. 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 Bidder. Retail Individual Bidders and
Eligible Employees Bidding in the Employee Reservation Portion can revise or withdraw their Bids until
the Bid / Offer Closing Date;
22. 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;
23. 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 Retail Individual Bidders using the UPI Mechanism;
24. 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;
25. 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);
26. Do not submit more than one Bid cum Application Form per ASBA Account. If you are a UPI Bidder
Bidding using the UPI Mechanism, do not submit Bids through an SCSB and/or mobile application and/or
UPI handle that is not listed on the website of SEBI;
50627. Do not submit a Bid using UPI ID, if you are not a UPI Bidder;
28. Do not Bid for Equity Shares more than specified by respective Stock Exchanges for each category;
29. Do not submit the Bid cum Application Form to any non-SCSB Bank or our Company;
30. 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 using the UPI Mechanism); and
31. Do not Bid if you are an OCB.
For helpline details of the Book Running Lead Managers pursuant to the SEBI UPI Circulars, see “General
Information – Book Running Lead Managers” on page 120.
The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not
complied with.
Grounds for Technical Rejection
For details of grounds for technical rejections of a Bid cum Application Form, please see the General Information
Document. In addition to the grounds for rejection of Bids on technical grounds as provided in the GID, Bidders
were requested to note that Bids could be rejected on the following additional technical grounds:
1. Bids submitted without instruction to the SCSBs to block the entire Bid Amount;
2. 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 using the UPI Mechanism 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. ASBA Form submitted to a Designated Intermediary does not bear the stamp of the Designated
Intermediary;
7. Bids submitted without the signature of the First Bidder or sole Bidder;
8. The ASBA Form not being signed by the account holders, if the account holder is different from the Bidder;
9. ASBA Form by the RIBs by using third party bank accounts or using third party linked bank account UPI
IDs;
10. Bids by persons for whom PAN details have not been verified and whose beneficiary accounts are
“suspended for credit” in terms of SEBI circular no. CIR/MRD/DP/ 22 /2010 dated July 29, 2010;
11. GIR number furnished instead of PAN;
12. Bids by RIBs with Bid Amount of a value of more than ₹ 0.20 million;
13. Bids by persons who are not eligible to acquire Equity Shares in terms of all applicable laws, rules,
regulations, guidelines and approvals;
14. Bids accompanied by stock invest, money order, postal order or cash; and
15. Bids uploaded by QIBs after 4.00 pm on the QIB Bid / Offer Closing Date and by Non-Institutional Bidders
uploaded after 4.00 p.m. on the Bid / Offer Closing Date (other than UPI Bidders), and Bids by UPI Bidders
uploaded after 5.00 p.m. on the Bid / Offer Closing Date, unless extended by the Stock Exchanges.
In case of any pre-Offer or post Offer related issues regarding demat credit / refund orders / unblocking, etc.,
507investors could reach out to the Company Secretary and Compliance Officer, and the Registrar. For details of the
Company Secretary and Compliance Officer and the Registrar, see “General Information – Company Secretary
and Compliance Officer” on page 120.
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 in accordance with applicable law. The BRLMs shall, in their sole discretion, identify and fix the
liability on such intermediary or entity responsible for such delay in unblocking. Further, 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.
Names of entities responsible for finalising the basis of allotment in a fair and proper manner
The authorised employees of the Designated Stock Exchange, along with the BRLMs 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 offered through the Offer through this
Prospectus 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
Offer 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 Bidders, Non-Institutional Bidders
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 Bidder shall not be less than the minimum Bid Lot,
subject to the availability of Equity Shares in Retail Portion and the remaining available Equity Shares, if any,
shall be allotted on a proportionate basis.
The Allotment to each Non-Institutional Bidders 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 Category will be available for allocation to Bidders with
a Bid size of more than ₹ 0.20 million and up to ₹ 1.00 million, and (ii) two-thirds of the Non-Institutional Category
will be available for allocation to Bidders with a Bid size of more than ₹ 1.00 million, provided that under-
subscription in either of these two sub-categories of Non-Institutional Category may be allocated to Bidders in the
other sub-category of Non-Institutional Category.
Payment into Escrow Accounts for Anchor Investors
Our Company, in consultation with the BRLMs, in their absolute discretion, has decided the list of Anchor
Investors to whom the Allotment Advice has been sent, pursuant to which the details of the Equity Shares allocated
to them in their respective names were notified to such Anchor Investors. Anchor Investors were not permitted to
Bid in the Offer through the ASBA process. Instead, Anchor Investors could transfer the Bid Amount (through
direct credit, RTGS, NACH or NEFT) to the Escrow Accounts. The payment instruments for payment into the
Escrow Accounts was drawn in favour of:
(i) In case of resident Anchor Investors: “SMARTWORKS COWORKING SPACES LIMITED ANCHOR R”
(ii) In case of Non-Resident Anchor Investors: “SMARTWORKS COWORKING SPACES LIMITED
ANCHOR NR”
Anchor Investors were required to note that the escrow mechanism is not prescribed by SEBI and has been
established as an arrangement between our Company, the Selling Shareholders, the Syndicate, the Bankers to the
Offer and the Registrar to the Offer to facilitate collections from Anchor Investors.
508Allotment Advertisement
The Allotment Advertisement shall be uploaded on the websites of our Company, the BRLMs and the Registrar
to the Offer, before 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 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, the BRLMs and the Registrar
to the Offer, following the receipt of final listing and trading approval from all the Stock Exchanges.
Our Company, the BRLMs and the Registrar shall publish an allotment advertisement not later than one Working
Day after the commencement of trading, disclosing the date of commencement of trading in all editions of The
Financial Express (a widely circulated English national daily newspaper) and all editions of Jansatta (a widely
circulated Hindi national daily newspaper, Hindi being the regional language of New Delhi, where our Registered
Office is located).
Depository Arrangements
The Allotment of the Equity Shares in the Offer shall be only in a dematerialised form, (i.e., not in the form of
physical certificates but be fungible and be represented by the statement issued through the electronic mode). In
this context, tripartite agreements had been signed amongst our Company, the respective Depositories and the
Registrar to the Offer:
• Tripartite agreement dated April 13, 2023, amongst our Company, NSDL and Registrar to the Company .
• Tripartite agreement dated September 19, 2022, amongst our Company, CDSL and Registrar to the
Company.
Undertakings by our Company
Our Company undertakes the following:
(i) that the complaints received in respect of the Offer shall be attended to by our Company expeditiously and
satisfactorily;
(ii) that if the Allotment is not made within the prescribed time period under applicable law, the entire
subscription amount received will be refunded / unblocked within the time prescribed under applicable law,
failing which interest will be due to be paid to the Bidders at the rate prescribed under applicable law for
the delayed period;
(iii) that the promoter contribution in full, wherever required, shall be brought in advance before the Offer opens
for public subscription and the balance, if any, shall be brought on a pro-rata basis before the calls are made
on public in accordance with applicable provisions of SEBI ICDR Regulations;
(iv) 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 / Offer Closing Date or such other time as may be prescribed by SEBI;
(v) that funds required for making refunds/unblocking to unsuccessful applicants as per the mode(s) disclosed
shall be made available to the Registrar to the Offer by our Company ;
(vi) where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable
communication shall be sent to the applicant within the time prescribed under applicable law, giving details
of the bank where refunds shall be credited along with amount and expected date of electronic credit of
refund;
(vii) that if our Company does not proceed with the Offer after the Bid / Offer Closing Date but prior to
Allotment, the reason thereof shall be given as a public notice within two days of the Bid / Offer Closing
Date. The public notice shall be issued in the same newspapers where the pre-Offer advertisements were
509published. The Stock Exchanges on which the Equity Shares are proposed to be listed shall also be informed
promptly;
(viii) that if our Company, in consultation with the BRLMs, withdraw the Offer after the Bid / Offer Closing
Date, our Company shall be required to file a fresh draft offer document with SEBI, in the event our
Company and/or the Selling Shareholders subsequently decide to proceed with the Offer thereafter;
(ix) that adequate arrangements shall be made to collect all Bid cum Application Forms submitted by Bidders
and Anchor Investor Application Form from Anchor Investors;
(x) that except for the issue and allotment of Equity Shares pursuant to exercise of options granted under ESOP
2022 or employee stock options that may be allotted or granted pursuant to the ESOP 2022, no further issue
of securities shall be made till the securities offered through the offer document are listed or till the
application monies are refunded on account of non-listing, under subscription, etc., other than as disclosed
in accordance with the SEBI ICDR Regulations;
(xi) that adequate arrangements shall be made to consider all ASBA applications as similar to non-ASBA
applications while finalising the basis of allotment; and
(xii) Compliance with all disclosure and accounting norms as may be specified by SEBI from time to time.
Undertakings by the Selling Shareholders
Each of the Selling Shareholder, severally and not jointly, in relation to itself as a Selling Shareholder and its
respective shares, undertake the following in respect of itself as the Selling Shareholder and its respective portion
of the Offered Shares:
(i) that the Offered Shares are eligible for being offered in the Offer for Sale in terms of Regulation 8 of the
SEBI ICDR Regulations and are in dematerialised form;
(ii) that it is the legal and beneficial owner of and have clear and marketable title to the Offered Shares;
(iii) that it shall not offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or
services or otherwise to the Bidder for making a Bid in the Offer and shall not make any payment, direct
or indirect, in the nature of discounts, commission, allowance or otherwise to any person who makes a Bid
in the Offer;
(iv) that the Equity Shares being sold by it pursuant to the Offer are free and clear of any pre-emptive rights,
liens, mortgages, charges, pledges or any other encumbrances and shall be in dematerialized form at the
time of transfer and shall be transferred to the eligible investors within the time specified under applicable
law;
(v) that it shall provide all reasonable co-operation as requested by our Company in relation to the completion
of Allotment and dispatch of the Allotment Advice and CAN, if required, and refund orders to the extent
of the Offered Shares;
(vi) that it shall deposit its Equity Shares offered for sale in the Offer in an escrow demat in accordance with
the share escrow agreement to be executed between the parties to such share escrow agreement;
(vii) that it shall not have recourse to the proceeds of the Offer for Sale which shall be held in escrow in its
favour, until final listing and trading approvals have been received from the Stock Exchanges; and
(viii) that it will provide such reasonable support and extend such reasonable cooperation as may be required by
our Company and the BRLMs in redressal of such investor grievances that pertain to the Offered Shares.
Only the statements and undertakings provided above, in relation to each of the Selling Shareholders and its
respective portion of the Offered Shares, are statements which are specifically confirmed or undertaken, severally
and not jointly, by each Selling Shareholder in relation to itself and its respective portion of the Offered Shares.
No other statement in this Prospectus will be deemed to be “made or confirmed” by a Selling Shareholder, even
if such statement relates to such Selling Shareholder.
Utilisation of Offer Proceeds
510Our Board certifies that:
• all monies received out of the Offer shall be credited / transferred to a separate bank account other than the
bank account referred to in sub-section (3) of Section 40 of the Companies Act;
• details of all monies utilised out of the Fresh Issue shall be disclosed and continue to be disclosed till the
time any part of the Offer 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
• details of all unutilised monies out of the Fresh 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 million or one per cent of the turnover of the company, whichever is lower, includes
imprisonment for a term which shall not 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 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 million or with both.
511RESTRICTIONS 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 government
bodies responsible for granting foreign investment approvals under the FDI Policy and FEMA are the concerned
ministries or departments of the Government of India and the RBI.
The Government has, from time to time, made policy pronouncements on FDI through press notes and press
releases. The DPIIT, issued the consolidated FDI policy by way of circular bearing number DPIIT File Number
5(2)/2020-FDI Policy dated October 15, 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 as on October 15, 2020. The Government proposes to update the consolidated circular
on FDI Policy once every year and therefore, the FDI Policy will be valid until the DPIIT issues an updated
circular.
On October 17, 2019, the 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 Offer shall be on the basis of the FEMA Non-debt
Instruments 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 FDI
Policy 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. Furthermore, on April 22, 2020, the Ministry of Finance, Government of India has also made a
similar amendment to the FEMA Rules. 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. Each Bidder should seek independent legal advice about its ability
to participate in the Offer. In the event such prior approval of the Government of India is required, and such
approval has been obtained, the Bidder shall intimate the Company and the Registrar to the Offer in writing about
such approval along with a copy thereof within the Bid/Offer Period.
Pursuant to the FDI Policy, FDI of up to 100% is permitted under the automatic route in our Company.
The transfer of shares between an Indian resident and a non-resident does not require the prior approval of the
RBI, provided that (i) the activities of the investee company are under the automatic route under the FDI Policy
and such transfer does not attract the provisions of the SEBI Takeover Regulations; (ii) the non-resident
shareholding is within the sectoral limits under the FDI Policy; and (iii) the pricing is in accordance with the
guidelines prescribed by SEBI and RBI.
Pursuant to special resolution dated August 3, 2024 passed by our Shareholders, the aggregate investment limit
by NRIs and OCIs was increased from 10% to 24% of the paid-up Equity Share capital of our Company, provided
however, that the shareholding of each NRI or OCI shall not exceed 5% of the total paid-up Equity Share capital
of our Company on a fully diluted basis or such other limit as may be stipulated by RBI in each case, from time
to time and the total holdings of all NRIs and OCIs put together shall not exceed 24% of the total paid-up Equity
Share capital on a fully diluted basis.
As per the existing policy of the Government, OCBs cannot participate in the Offer. For further details, see “Offer
Procedure” on page 491.
The Equity Shares offered in the Offer have not been, and will not be, registered under the U.S. Securities Act
and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction
512not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws.
Accordingly, the Equity Shares are only being offered and sold outside the United States in “offshore transactions”
as defined in and in reliance on Regulation S under the U.S. Securities Act and the applicable laws of the
jurisdictions where those offers and sales occur. There will be no offering of securities in the United States. The
above information is given for the benefit of the Bidders. Bidders are advised to make their independent
investigations and ensure that the number of Equity Shares Bid for do not exceed the applicable limits under laws
or regulations.
513SECTION X - MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION
THE COMPANIES ACT, 2013
PUBLIC COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
OF
SMARTWORKS COWORKING SPACES LIMITED
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 Annual General Meeting of Smartworks Coworking Spaces
Limited (“Company”) held on August 3, 2024. These Articles have been adopted as the Articles of Association
of the Company in substitution for and to the exclusion of all the existing Articles thereof.
The Articles of Association of the Company include two parts, Part A and Part B, which parts shall, unless the
context otherwise requires, co-exist with each other until the commencement of listing and trading of the Equity
Shares of the Company on the Stock Exchanges pursuant to the initial public offering of the Company. In case of
any inconsistency between Part A and Part B, the provisions of Part B shall prevail except for the section XIII of
Part B. Part B shall automatically cease to have any force and effect and shall terminate from the date of
commencement of listing and trading of the Equity Shares of the Company on the Stock Exchanges pursuant to
the initial public offering by the Company, without any further action by the Company or by the shareholders of
the Company, and Part A shall continue to be in effect as the Articles of Association of the Company.
PART A
1. CONSTITUTION OF THE COMPANY
a) The regulations contained in table “F” of schedule I to the Companies Act, 2013 shall apply only
in so far as the same are not provided for or are not inconsistent with any of the provisions contained
in these Articles or modifications thereof or are not expressly or by implication excluded from these
Articles.
b) The regulations for the management of the Company and for the observance of the Shareholders
thereof and their representatives shall be such as are contained in these Articles, subject however
to the exercise of the statutory powers of the Company in respect of repeal, additions, alterations,
substitution, modifications and variations thereto by a special resolution as prescribed by the
Companies Act, 2013, as amended.
2. INTERPRETATION
A. DEFINITIONS
Unless the context otherwise requires, words or expressions contained in these Articles shall bear
the same meaning as in the Act or any statutory modifications thereof in force at the date at which
the Articles become binding on the Company. In these Articles, all capitalised items not defined
herein below shall have the meanings assigned to them in the other parts of these Articles when
defined for use.
a. “Act” means the Companies Act, 2013 (to the extent that such enactment is in force and
applicable to the context in which such term is used herein), and all rules and clarifications
issued thereunder, and shall include all amendments, modifications and re-enactments of the
foregoing. Reference to Act shall also include the Secretarial Standards issued by the
Institute of Company Secretaries of India constituted under the Company Secretaries Act,
1980.
514b. “Annual General Meeting” shall mean a general meeting of the holders of Equity Shares
held in accordance with the applicable provisions of the Act.
c. “Articles” shall mean these articles of association as adopted or as from time to time altered
in accordance with the provisions of the Act.
d. “Auditor(s)” shall mean and include those persons appointed as such for the time being by
the Company.
e. “Beneficial Owner” shall mean beneficial owner as defined in Clause (a) of sub-section (1)
of Section 2 of the Depositories Act.
f. “Board” or “Board of Directors” shall mean the board of directors of the Company, as
constituted from time to time, in accordance with law and the provisions of these Articles.
g. “Board Meeting” shall mean any meeting of the Board, as convened from time to time and
any adjournment thereof, in accordance with law and the provisions of these Articles.
h. “Business Day” shall mean a day, not being a Saturday or a Sunday or public holiday, on
which banks are open for business in New Delhi, India and, in the context of a payment
being made to or from a scheduled commercial bank in a place other than India, in such
other place.
i. “Capital” or “Share Capital” shall mean the share capital for the time being, raised or
authorised to be raised for the purpose of the Company.
j. “Chairman” shall mean such person as is nominated or appointed in accordance with
Article 36 herein below.
k. “Company” or “this Company” shall mean Smartworks Coworking Spaces Limited.
l. “Committees” shall mean a committee constituted in accordance with Article 72.
m. “Debenture” shall have the meaning assigned to it under the Act.
n. “Depositories Act” shall mean The Depositories Act, 1996 and shall include any
statutory modification or re-enactment thereof.
o. “Depository” shall mean a depository as defined in Clause (e) of sub-section (1) of
Section 2 of the Depositories Act.
p. “Director” shall mean any director of the Company, including alternate directors,
independent directors and nominee directors appointed, from time to time, in accordance
with law and the provisions of these Articles.
q. “Dividend” shall include interim dividends and final dividends paid to the Shareholders.
r. “Equity Share Capital” shall mean the total issued and paid-up equity share capital of the
Company.
s. “Equity Shares” shall mean the equity shares of the Company having a face value of such
amount as specified in Clause V of the Memorandum of Association.
t. “Executor” or “Administrator” shall mean a person who has obtained probate or letters of
administration, as the case may be, from a court of competent jurisdiction and shall include
the holder of a succession certificate authorising the holder thereof to negotiate or transfer
the Securities of the deceased Shareholder and shall also include the holder of a certificate
granted by the Administrator-General appointed under the Administrator Generals Act,
1963.
515u. “Extraordinary General Meeting” shall mean an extraordinary general meeting of the
holders of Equity Shares duly called and constituted in accordance with the provisions of
the Act.
v. “Financial Year” shall mean any fiscal year of the Company, beginning on April 1 of each
calendar year and ending on March 31 of the following calendar year.
w. “Independent Director” shall mean an independent director as defined under the Act and
under the SEBI Listing Regulations, as applicable.
x. “India” shall mean the Republic of India.
y. “Law” shall mean all applicable provisions of all (i) constitutions, treaties, statutes, laws
(including the common law), codes, rules, regulations, circulars, ordinances or orders of any
governmental authority and SEBI, including the Securities and Exchange Board of India
(Prohibition of Insider Trading Regulations), 2015, (ii) governmental approvals or other
governmental restriction or any similar form of decision of, or determination by, or any
interpretation or adjudication having the force of law of any of the foregoing, by any
governmental authority having jurisdiction over the matter in question, (iii) orders,
decisions, injunctions, judgments, awards and decrees of or agreements with any
governmental authority or other governmental restriction or any similar form of decision of,
or determination by, or any interpretation or adjudication having the force of law of any of
the foregoing by any governmental authority having jurisdiction over the matter in question,
(iv) rules, policy, regulations or requirements of any stock exchanges, (v) international
treaties, conventions and protocols, and (vi) Indian GAAP or any other generally accepted
accounting principles.
z. “Managing Director” shall have the meaning assigned to it under the Act.
aa. “MCA” shall mean the Ministry of Corporate Affairs, Government of India.
bb. “Memorandum” or “MoA” or “Memorandum of Association” shall mean the
memorandum of association of the Company, as amended from time to time.
cc. “Office” shall mean the registered office for the time being of the Company.
dd. “Officer” shall have the meaning assigned thereto by Section 2(59) of the Act.
ee. “Ordinary Resolution” shall have the meaning assigned thereto by Section 114 of the Act.
ff. “Paid up” shall include the amount credited as paid up.
gg. “Person” shall mean any natural person, sole proprietorship, partnership, company, body
corporate, governmental authority, joint venture, trust, association or other entity (whether
registered or not and whether or not having separate legal personality).
hh. “Promoters” shall mean persons identified in accordance with the definition ascribed to
such term in the Act and the regulations prescribed by SEBI, as applicable.
ii. “Register of Members” shall mean the register of shareholders to be kept pursuant to
Section 88 of the Act.
jj. “Registrar” shall mean the Registrar of Companies, from time to time having jurisdiction
over the Company.
kk. “Rules” shall mean the rules made under the Act and notified from time to time.
ll. “Seal” shall mean the common seal(s) for the time being of the Company.
516mm. “SEBI” shall mean the Securities and Exchange Board of India, constituted under the
Securities and Exchange Board of India Act, 1992.
nn. “SEBI Listing Regulations” shall mean Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to
time.
oo. “Secretary” shall mean a company secretary as defined in Clause (c) of sub-section (1) of
Section 2 of the Company Secretaries Act, 1980 who is appointed by the Company to
perform the functions of a company secretary under the Act.
pp. “Securities” shall mean any Equity Shares and/or any other securities, debentures, warrants
or options whether or not, directly or indirectly convertible into, or exercisable or
exchangeable into or for Equity Shares.
qq. “Share Equivalents” shall mean any Debentures, preference shares, foreign currency
convertible bonds, floating rate notes, options (including options to be approved by the
Board (whether or not issued) pursuant to an employee stock option plan) or warrants or
other Securities or rights which are by their terms convertible or exchangeable into Equity
Shares.
rr. “Shareholder” shall mean any shareholder of the Company, from time to time.
ss. “Shareholders’ Meeting” shall mean any meeting of the Shareholders of the Company,
including Annual General Meetings as well as Extraordinary General Meetings of the
Shareholders of the Company, convened from time to time in accordance with Law and the
provisions of these Articles.
tt. “Special Resolution” shall have the meaning assigned to it under Section 114 of the Act.
uu. “Transfer” shall mean (i) any, direct or indirect, transfer or other disposition of any shares,
securities (including convertible securities), or voting interests or any interest therein,
including, without limitation, by operation of Law, by court order, by judicial process, or by
foreclosure, levy or attachment; (ii) any, direct or indirect, sale, assignment, gift, donation,
redemption, conversion or other disposition of such shares, securities (including convertible
securities) or voting interests or any interest therein, pursuant to an agreement, arrangement,
instrument or understanding by which legal title to or beneficial ownership of such shares,
securities (including convertible securities) or voting interests or any interest therein passes
from one Person to another Person or to the same Person in a different legal capacity,
whether or not for value; (iii) the granting of any security interest or encumbrance in, or
extending or attaching to, such shares, securities (including convertible securities) or voting
interests or any interest therein, and the word “Transferred” shall be construed accordingly.
vv. “Tribunal” shall mean the National Company Law Tribunal constituted under Section 408
of the Act.
B. CONSTRUCTION
In these Articles (unless the context requires otherwise):
(i) References to a party shall, where the context permits, include such party’s respective
successors, legal heirs and permitted assigns.
(ii) The descriptive headings of Articles are inserted solely for convenience of reference and are
not intended as complete or accurate descriptions of content thereof and shall not be used to
interpret the provisions of these Articles and shall not affect the construction of these
Articles.
(iii) References to articles and sub-articles are references to Articles and sub-articles of and to
these Articles unless otherwise stated and references to these Articles include references to
517the articles and sub-articles herein.
(iv) Words importing the singular include the plural and vice versa, pronouns importing a gender
include each of the masculine, feminine and neuter genders, and where a word or phrase is
defined, other parts of speech and grammatical forms of that word or phrase shall have the
corresponding meanings.
(v) Wherever the words “include,” “includes,” or “including” is used in these Articles, such
words shall be deemed to be followed by the words “without limitation”.
(vi) The terms “hereof”, “herein”, “hereto”, “hereunder” or similar expressions used in these
Articles mean and refer to these Articles and not to any Article of these Articles, unless
expressly stated otherwise.
(vii) Unless otherwise specified, time periods within or following which any payment is to be
made or act is to be done shall be calculated by excluding the day on which the period
commences and including the day on which the period ends and by extending the period to
the next Business Day following if the last day of such period is not a Business Day; and
whenever any payment is to be made or action to be taken under these Articles is required
to be made or taken on a day other than a Business Day, such payment shall be made or
action taken on the next Business Day following.
(viii) A reference to a party being liable to another party, or to liability, includes, but is not limited
to, any liability in equity, contract or tort (including negligence).
(ix) Reference to statutory provisions shall be construed as meaning and including references
also to any amendment or re-enactment for the time being in force and to all statutory
instruments or orders made pursuant to such statutory provisions.
(x) References made to any provision of the Act shall be construed as meaning and including
the references to the rules and regulations made in relation to the same by the MCA.
(xi) In the event any of the provisions of the Articles are contrary to the provisions of the Act
and the Rules, the provisions of the Act and Rules will prevail.
3. EXPRESSIONS IN THE ACT AND THESE ARTICLES
Save as aforesaid, any words or expressions defined in the Act or the Depositories Act or the SEBI
Listing Regulations, shall, as the case may be, if not inconsistent with the subject or context, bear the
same meaning in these Articles.
4. SHARE CAPITAL
i. The authorised Share Capital of the Company shall be as stated under Clause V of the
Memorandum of Association of the Company from time to time.
ii. The Company has power, from time to time, to increase its authorised or issued and paid up Share
Capital in accordance with the Act, applicable Law and these Articles.
iii. The Share Capital of the Company may be classified into: (a) Equity Shares with voting rights
and/ or with differential rights as to dividend, voting or otherwise in accordance with the
applicable provisions of the Act, Rules and Laws, from time to time; and (b) preference shares,
non-convertible or convertible into Equity Shares, as permitted and in accordance with the
applicable provisions of the Act, Rules and Laws, from time to time.
iv. Subject to Article 4(iii), all Equity Shares shall be of the same class and shall be alike in all respects
and the holders thereof shall be entitled to identical rights and privileges including without
limitation to identical rights and privileges with respect to dividends, voting rights, and
distribution of assets in the event of voluntary or involuntary liquidation, dissolution or winding
up of the Company.
518v. The Board may allot and issue shares of the Company as payment or part payment for any property
purchased by the Company or in respect of goods sold or transferred or machinery or appliances
supplied or for services rendered to the Company in or about the formation of the Company or the
acquisition and/or in the conduct of its business or for any goodwill provided to the Company;
and any shares which may be so allotted may be issued as fully/partly paid up shares and if so
issued shall be deemed as fully/partly paid up shares. However, the aforesaid shall be subject to
the approval of shareholders under the relevant provisions of the Act and Rules.
vi. The amount payable on application on each share shall not be less than 5 per cent of the nominal
value of the share or, as may be specified by SEBI or under applicable Law.
vii. Nothing herein contained shall prevent the Board from issuing fully paid up shares either on
payment of the entire nominal value thereof in cash or in satisfaction of any outstanding debt or
obligation of the Company.
viii. Except so far as otherwise provided by the conditions of issue or by these presents, any capital
raised by the creation of new shares, shall be considered as part of the existing capital and shall
be subject to the provisions herein contained with reference to the payment of calls and
installments, forfeiture, lien, surrender, transfer and transmission, voting and otherwise.
ix. All of the provisions of these Articles shall apply to the Shareholders.
x. Any application signed by or on behalf of an applicant for shares in the Company, followed by an
allotment of any shares therein, shall be an acceptance of shares within the meaning of these
Articles and every person who thus or otherwise accepts any shares and whose name is on the
Register of Members shall for the purposes of these Articles be a Shareholder.
xi. The money, (if any), which the Board shall, on the allotment of any shares being made by them,
require or direct to be paid by way of deposit, call or otherwise, in respect of any shares allotted
by them, shall immediately on the insertion of the name of the allottee, in the Register of Members
as the name of the holder of such shares, become a debt due to and recoverable by the Company
from the allottee thereof, and shall be paid by him accordingly.
5. PREFERENCE SHARES
(a) Redeemable Preference Shares
The Company, subject to the applicable provisions of the Act and the consent of the Board, shall
have the power to issue on a cumulative or non-cumulative basis, preference shares liable to be
redeemed in any manner permissible under the Act and the Directors may, subject to the applicable
provisions of the Act, exercise such power in any manner as they deem fit and provide for
redemption of such shares on such terms including the right to redeem at a premium or otherwise
as they deem fit.
(b) Convertible Redeemable Preference Shares
The Company, subject to the applicable provisions of the Act and the consent of the Board, shall
have power to issue on a cumulative or non-cumulative basis convertible redeemable preference
shares liable to be redeemed in any manner permissible under the Act and the Directors may,
subject to the applicable provisions of the Act, exercise such power as they deem fit and provide
for redemption at a premium or otherwise and/or conversion of such shares into such Securities
on such terms as they may deem fit.
6. PROVISIONS IN CASE OF PREFERENCE SHARES
Upon the issue of preference shares pursuant to Article 5 above, the following provisions shall apply:
a) No such preference shares shall be redeemed except out of profits of the Company which would
otherwise be available for Dividend or out of the proceeds of a fresh issue of shares made for the
519purposes of the redemption;
b) No such preference shares shall be redeemed unless they are fully paid;
c) The premium, if any, payable on redemption shall have been provided for out of the profits of the
Company or out of the Company’s securities premium account, before the preference shares are
redeemed;
d) Where any such preference shares are proposed to be redeemed out of the profits of the Company,
there shall, out of such profits, be transferred, a sum equal to the nominal amount of the preference
shares to be redeemed, to a reserve, to be called the “Capital Redemption Reserve Account”
and the applicable provisions of the Act relating to the reduction of the Share Capital of the
Company shall, except as provided by Section 55 of the Act, apply as if the Capital Redemption
Reserve Account were Paid up Share Capital of the Company;
e) The redemption of preference shares under this Article by the Company shall not be taken as
reduction of Share Capital;
f) The Capital Redemption Reserve Account may, notwithstanding anything in these Articles, be
applied by the Company, in paying up un-issued shares of the Company to be issued to the
Shareholders as fully paid bonus shares; and
g) Whenever the Company shall redeem any redeemable preference shares or cumulative convertible
redeemable preference shares, the Company shall, within 30 (thirty) days thereafter, give notice
thereof to the Registrar of Companies as required by Section 64 of the Act.
7. SHARE EQUIVALENT
The Company shall, subject to the applicable provisions of the Act, compliance with Law and the consent
of the Board, have the power to issue Share Equivalents on such terms and in such manner as the Board
deems fit including their conversion, repayment, and redemption whether at a premium or otherwise.
8. SWEAT EQUITY SHARES
Subject to the provisions of the Act and other applicable provisions of Law, the Company may with the
approval of the shareholders by a resolution as prescribed by the Act in general meeting of the Company
issue sweat equity shares in accordance with such applicable rules and guidelines issued by the SEBI
and/or other competent authorities for the time being and further subject to such conditions as may be
prescribed in that behalf.
9. ALTERATION OF SHARE CAPITAL
Subject to these Articles and Section 61 of the Act, the Company may, by Ordinary Resolution in
Shareholders Meeting from time to time, alter the conditions of its Memorandum as follows, that is to
say, it may:
a) increase its Share Capital by such amount as it thinks expedient;
b) consolidate and divide all or any of its authorised Share Capital into shares of larger or smaller
amount than its existing shares;
Provided that no consolidation and division which results in changes in the voting percentage of
Shareholders shall take effect unless it is approved by the Tribunal on an application made in the
prescribed manner;
c) convert all or any of its fully paid up shares into stock and reconvert that stock into fully paid up
shares of any denomination;
d) sub-divide its shares, or any of them, into shares of smaller amount than is fixed by the
Memorandum, so however, that in the sub-division the proportion between the amount paid and
520the amount, if any, unpaid on each reduced share shall be the same as it was in the case of the
share from which the reduced share is derived; and
e) cancel shares which, at the date of the passing of the resolution in that behalf, have not been taken
or agreed to be taken by any Person, and diminish the amount of its Share Capital by the amount
of the shares so cancelled. A cancellation of shares in pursuance of these Articles shall not be
deemed to be a reduction of Share Capital within the meaning of the Act.
10. REDUCTION OF SHARE CAPITAL
The Company may, subject to the applicable provisions of the Act, from time to time, reduce its Capital,
any capital redemption reserve account and the securities premium account in any manner for the time
being authorised by Law. This Article is not to derogate any power the Company would have under Law,
if it were omitted.
11. POWER OF COMPANY TO PURCHASE ITS OWN SECURITIES
Pursuant to a resolution of the Board or a Special Resolution of the Shareholders, as required under the
Act, the Company may purchase its own shares or other Securities, as may be specified by the Act read
with the Rules made thereunder from time to time, and as may be prescribed by the MCA or the SEBI,
by way of a buy-back arrangement, in accordance with Sections 68, 69 and 70 of the Act, the Rules and
subject to compliance with the Law.
12. POWER TO MODIFY RIGHTS
Where, the Capital, is divided (unless otherwise provided by the terms of issue of the shares of that class)
into different classes of shares, all or any of the rights and privileges attached to each class may, subject
to the provisions of Section 48 of the Act and the Law, and whether or not the Company is being wound
up, be modified, commuted, affected or abrogated or dealt with by agreement between the Company and
any Person purporting to contract on behalf of that class, provided the same is effected with consent in
writing and by way of a Special Resolution passed at a separate meeting of the holders of the issued
shares of that class. Subject to provisions of the Act and applicable Law, all provisions hereafter
contained as to Shareholders’ Meetings (including the provisions relating to quorum at such meetings)
shall mutatis mutandis apply to every such meeting.
13. BRANCH OFFICES
The Company shall have the power to establish one or more branch offices, in addition to the Office, in
such places at its Board may deem fit.
14. REGISTERS TO BE MAINTAINED BY THE COMPANY
(a) The Company shall, in terms of the provisions of Section 88 of the Act and the provisions of the
Depositories Act, cause to be kept the following registers in terms of the applicable provisions of
the Act:
i. A Register of Members indicating separately for each class of Equity Shares and preference
shares held by each Shareholder residing in or outside India;
ii. A register of Debenture holders; and
iii. A register of any other security holders.
(b) The Company shall also be entitled to keep in any country outside India, a part of the registers
referred above, called “foreign register” containing names and particulars of the Shareholders,
Debenture holders or holders of other Securities or beneficial owners residing outside India.
(c) The registers mentioned in this Article shall be kept and maintained in the manner prescribed
under the Companies (Management and Administration) Rules, 2014.
52115. SHARES AND SHARE CERTIFICATES
a) The Company shall issue and re-issue duplicate share certificates in accordance with the
provisions of the Act and in the form and manner prescribed under the Companies (Share Capital
and Debentures) Rules, 2014.
b) A duplicate certificate of shares may be issued, if such certificate:
i. is proved to have been lost or destroyed; or
ii. has been defaced, mutilated or torn and is surrendered to the Company.
c) The Company shall be entitled to dematerialise its existing shares, rematerialise its shares held in
the depository and/or to offer its fresh shares in a dematerialised form pursuant to the Depositories
Act, and the rules framed thereunder, if any and the Act.
d) A certificate, issued under the common seal of the Company, specifying the shares held by any
Person shall be prima facie evidence of the title of the Person to such shares. Where the shares are
held in dematerialised form, the record of Depository shall be the prima facie evidence of the
interest of the beneficial owner.
e) If any certificate be worn out, defaced, mutilated or torn or if there be no further space on the back
thereof 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 deems adequate, being given, a new certificate in lieu thereof shall be given to the party
entitled to such lost or destroyed certificate, within a period of 30 days from the receipt of such
lodgement. Every certificate under the Articles shall be issued without payment of fees if the
Board so decides, or on payment of such fees (not exceeding Rupees twenty for each certificate)
as the Board shall prescribe. Provided that, no fee shall be charged for issue of a new certificate
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 Board shall comply with the applicable
provisions of the Act and Law, including the rules or regulations or requirements of any stock
exchange, or the rules made under the Securities Contracts (Regulation) Act, 1956, or any
statutory modification or re-enactment thereof, for the time being in force.
f) The provisions of this Article shall mutatis mutandis apply to Debentures and other Securities of
the Company.
g) When a new share certificate has been issued in pursuance of sub-article (e) of this Article, it shall
be in the form and manner stated under the Companies (Share Capital and Debentures) Rules,
2014.
h) Where a new share certificate has been issued in pursuance of sub-articles (e) or (f) of this Article,
particulars of every such share certificate shall be entered in a Register of Renewed and Duplicate
Certificates maintained in the form and manner specified under the Companies (Share Capital and
Debentures) Rules, 2014.
i) All blank forms to be used for issue of share certificates shall be printed and the printing shall be
done only on the authority of a resolution of the Board. The blank forms shall be consecutively
machine–numbered and the forms and the blocks, engravings, facsimiles and hues relating to the
printing of such forms shall be kept in the custody of the Secretary or of such other person as the
Board may authorise for the purpose and the Secretary or the other person aforesaid shall be
responsible for rendering an account of these forms to the Board.
j) The Secretary shall be responsible for the maintenance, preservation and safe custody of all books
and documents relating to the issue of share certificates including the blank forms of the share
certificate referred to in sub-article (i) of this Article.
522k) All books referred to in sub-article (h) of this Article, shall be preserved in the manner specified
in the Companies (Share Capital and Debentures) Rules, 2014.
l) The details in relation to any renewal or duplicate share certificates shall be entered into the
register of renewed and duplicate share certificates, as prescribed under the Companies (Share
Capital and Debentures) Rules, 2014.
m) If any Share stands in the names of 2 (two) or more Persons, the Person first named in the Register
of Members shall as regards receipt of Dividends or bonus, or service of notices and all or any
other matters connected with the Company except voting at meetings and the transfer of shares,
be deemed the sole holder thereof, but the joint holders of a share shall be severally as well as
jointly liable for the payment of all installments and calls due in respect of such shares, and for all
incidents thereof according to these Articles.
n) Except as ordered by a court of competent jurisdiction or as may be required by Law, the Company
shall be entitled to treat the Shareholder whose name appears on the Register of Members as the
holder of such share or whose name appears as the beneficial owner of shares in the records of the
Depository, as the absolute owner thereof and accordingly shall not be bound to recognise any
benami, trust or equity or equitable, contingent or other claim to or interest in such share on the
part of any other Person whether or not such Shareholder shall have express or implied notice
thereof. The Board shall be entitled at their sole discretion to register any shares in the joint names
of any 2 (two) or more Persons or the survivor or survivors of them.
o) The Company shall effect issuance of certificates or receipts or advices, as applicable, of
subdivision, split, consolidation, renewal, exchanges, endorsements, issuance of duplicates thereof
or issuance of new certificates or receipts or advices, as applicable, in cases of loss or old decrepit
or worn out certificates or receipts or advices, as applicable in dematerialised form within a period
of thirty days from the date of such lodgement or such other time as may be prescribed under
applicable laws.
16. SHARES AT THE DISPOSAL OF THE DIRECTORS
a) Subject to the provisions of Section 62 and other applicable provisions of the Act, and these
Articles, the shares in the Capital of the Company for the time being (including any shares forming
part of any increased Capital of the Company) shall be under the control of the Board who may
issue, allot or otherwise dispose of the same or any of them to Persons in such proportion and on
such terms and conditions and either at a premium or at par or at discount (subject to compliance
with Section 53 of the Act) at such time as they may, from time to time, think fit, to give to any
person or persons the option or right to call for any shares either at par or premium or at a discount
(subject to compliance with Section 53 of the Act), subject to the provisions of the Act 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 be
so allotted may be issued as fully paid up shares and if so issued, shall be deemed to be fully paid
up shares. Further, the option or right to call shares shall not be given to any Person or Persons
without the sanction of the Company in the Shareholders’ Meeting.
b) Subject to applicable Law, the Directors are hereby authorised to issue Equity Shares or
Debentures (whether or not convertible into Equity Shares) for offer and allotment to such of the
officers, employees and workers of the Company as the Directors may decide or the trustees of
such trust as may be set up for the benefit of the officers, employees and workers in accordance
with the terms and conditions of such scheme, plan or proposal as the Directors may formulate.
Subject to the consent of the stock exchanges and SEBI, the Directors may impose the condition
that the Equity Shares or Debentures of the Company so allotted shall not be transferable for a
specified period.
c) If, by the conditions of allotment of any share, the whole or part of the amount thereof shall be
payable by installments, every such installment shall, when due, be paid to the Company by the
person who, for the time being, shall be the registered holder of the shares or by his Executor or
Administrator.
523d) Every Shareholder, or his heirs, Executors, or Administrators shall pay to the Company, the
portion of the Capital represented by his share or shares which may for the time being remain
unpaid thereon in such amounts at such time or times and in such manner as the Board shall from
time to time in accordance with the Articles require or fix for the payment thereof.
e) In accordance with Section 56 and other applicable provisions of the Act and the Rules:
i. Every Shareholder or allottee of shares shall be entitled without payment, to receive one or
more certificates specifying the name of the Person in whose favour it is issued, the shares
to which it relates and the amount paid up thereon. Such certificates shall be issued only in
pursuance of a resolution passed by the Board and on surrender to the Company of its letter
of allotment or its fractional coupon of requisite value, save in cases of issue of share
certificates against letters of acceptance or of renunciation, or in cases of issue of bonus
shares. Such share certificates shall also be issued in the event of consolidation or sub-
division of shares of the Company. Every such certificate shall be issued in the manner
prescribed under Section 46 of the Act and the Rules framed thereunder. Particulars of
every share certificate issued shall be entered in the Register of Members against the name
of the Person, to whom it has been issued, indicating the date of issue.
ii. Every Shareholder shall be entitled, without payment, to one or more certificates, in
marketable lots, for all the shares of each class or denomination registered in his name, or
if the Directors so approve (upon paying such fee as the Directors may from time to time
determine) to several certificates, each for one or more of such shares and the Company
shall complete and have ready for delivery such certificates within 2 (two) months from the
date of allotment, or within 15 (fifteen) days of the receipt of instrument of transfer, sub-
division, consolidation or renewal of its shares as the case may be and for transmission
requests for securities held in dematerialised mode and physical mode must be processed
within seven days and twenty one days respectively, after receipt of the specified
documents. Every certificate of shares shall be in the form and manner as specified in
Article 15 above and in respect of a 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
of shares to the first named joint holders shall be sufficient delivery to all such holders. For
any further certificate, the Board shall be entitled, but shall not be bound to prescribe a
charge not exceeding Rupees twenty.
iii. the Board may, at their absolute discretion, refuse any applications for the sub-division of
share certificates or debenture certificates, into denominations less than marketable lots
except where sub-division is required to be made to comply with any statutory provision or
an order of a competent court of law or at a request from a Shareholder or to convert holding
of odd lot into transferable/marketable lot.
iv. A Director may sign a share certificate by affixing his signature thereon by means of any
machine, equipment or other mechanical means, such as engraving in metal or lithography,
but not by means of a rubber stamp, provided that the Director shall be responsible for the
safe custody of such machine, equipment or other material used for the purpose.
17. UNDERWRITING AND BROKERAGE
(a) Subject to the applicable provisions of the Act, the Company may at any time pay a commission
to any Person in consideration of his subscribing or agreeing to subscribe or procuring or agreeing
to procure subscription, (whether absolutely or conditionally), for any shares or Debentures in the
Company in accordance with the provisions of the Companies (Prospectus and Allotment of
Securities) Rules, 2014.
(b) The Company may also, on any issue of shares or Debentures, pay such brokerage as may be
lawful.
(c) 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.
52418. CALLS
(a) Subject to the provisions of Section 49 of the Act, the Board may, from time to time, subject to
the terms on which any shares may have been issued and subject to the conditions of allotment,
by a resolution passed at a meeting of the Board, (and not by circular resolution), make such call
as it thinks fit upon the Shareholders in respect of all money unpaid on the shares held by them
respectively and each Shareholder shall pay the amount of every call so made on him to the Person
or Persons and Shareholders and at the times and places appointed by the Board. A call may be
made payable by installments. Provided that the Board shall not give the option or right to call on
shares to any Person except with the sanction of the Company in the Shareholders’ Meeting.
(b) Such days’ notice in writing as permitted under the Act, at the least of every call (otherwise than
on allotment) shall be given by the Company specifying the time and place of payment and if
payable to any Person other than the Company, the name of the person to whom the call shall be
paid, provided that before the time for payment of such call, the Board may by notice in writing
to the Shareholders revoke the same.
(c) The Board may, when making a call by resolution, determine the date on which such call shall be
deemed to have been made, not being earlier than the date of resolution making such call and
thereupon the call shall be deemed to have been made on the date so determined and if no date is
determined, the call shall be deemed to have been made at the time when the resolution of the
Board authorising such call was passed and may be made payable by the Shareholders whose
names appear on the Register of Members on such date or at the discretion of the Board on such
subsequent date as shall be fixed by the Board. A call may be revoked or postponed at the
discretion of the Board.
(d) The joint holder of a share shall be jointly and severally liable to pay all instalments and calls due
in respect thereof.
(e) The Board may, from time to time at its discretion, extend the time fixed for the payment of any
call and may extend such time as to all or any of the Shareholders who, from residence at a
distance or other cause the Board may deem fairly entitled to such extension; but no Shareholders
shall be entitled to such extension save as a matter of grace and favour.
(f) If any Shareholder or allottee fails to pay the whole or any part of any call or installment, due
from him on the day appointed for payment thereof, or any such extension thereof as aforesaid,
he shall be liable to pay interest on the same from the day appointed for the payment thereof to
the time of actual payment at such rate as shall from time to time be fixed by the Board but nothing
in this Article shall render it obligatory for the Board to demand or recover any interest from any
such Shareholder.
(g) Any sum, which by the terms of issue of a share or otherwise, becomes payable on allotment or
at any fixed date or by installments at a fixed time whether on account of the nominal value of the
share or by way of premium shall for the purposes of these Articles be deemed to be a call duly
made and payable on the date on which by the terms of issue or otherwise the same became
payable, and in case of non-payment, all the relevant provisions of these Articles as to payment
of call, interest, expenses, forfeiture or otherwise shall apply as if such sum became payable by
virtue of a call duly made and notified.
(h) On the trial or hearing of any action or suit brought by the Company against any Shareholder or
his legal representatives for the recovery of any money claimed to be due to the Company in
respect of his shares, it shall be sufficient to prove that the name of the Shareholder in respect of
whose shares the money is sought to be recovered appears entered on the Register of Members as
the holder, or one of the holders at or subsequent to the date at which the money sought to be
recovered is alleged to have become due on the shares; that the resolution making the call is duly
recorded in the minute book, and that notice of such call was duly given to the Shareholder or his
representatives so sued in pursuance of these Articles; and it shall not be necessary to prove the
appointment of the Directors who made such call nor that a quorum of Directors was present at
the Board at which any call was made, nor that the meeting at which any call was made was duly
convened or constituted nor any other matters whatsoever; but the proof of the matters aforesaid
525shall be conclusive evidence of the debt.
(i) Neither a judgment nor a decree in favour of the Company for calls or other money due in respect
of any share nor any part payment or satisfaction thereunder, nor the receipt by the Company of
a portion of any money which shall from time to time be due from any Shareholder to the
Company in respect of his shares, either by way of principal or interest, nor any indulgence
granted by the Company in respect of the payment of any such money shall preclude the Company
from thereafter proceeding to enforce a forfeiture of such shares as hereinafter provided.
(j) The Board may, if it thinks fit (subject to the provisions of Section 50 of the Act) agree to and
receive from any Shareholder willing to advance the same, the whole or any part of the money
due upon the shares held by him beyond the sums actually called up, and upon the amount so paid
or satisfied in advance or so much thereof as from time to time and at any time thereafter as
exceeds the amount of the calls then made upon and due in respect of the shares in respect of
which such advance has been made, the Company may pay interest, as the Shareholder paying
such sum in advance and the Board agree upon in accordance with the provisions of the Act,
provided that the 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.
(k) No Shareholder shall be entitled to voting rights in respect of the money (ies) so paid by him until
the same would but for such payment, become presently payable.
(l) The provisions of these Articles shall mutatis mutandis apply to the calls on Debentures of the
Company.
19. COMPANY’S LIEN:
i. On shares:
(a) The Company shall have a first and paramount lien on every share (not being a fully paid
share), for all money (whether presently payable or not) called, or payable at a fixed time,
in respect of that share.
Provided that the Board may, at any time, declare any shares wholly or in part to be exempt
from the provisions of this Article.
(b) Company’s lien, if any, on such partly paid shares, shall extend to all Dividends payable
and bonuses declared from time to time in respect of such shares.
(c) Unless otherwise agreed, the registration of a transfer of shares shall operate as a waiver of
the Company’s lien, if any, on such shares. The fully Paid up shares shall be free from all
lien and that in case of partly paid shares, the Company’s lien shall be restricted to money
called or payable at a fixed time in respect of such shares.
(d) For the purpose of enforcing such lien, the Board may sell the shares, subject thereto in
such manner as they shall think fit, and for that purpose may cause to be issued a duplicate
certificate in respect of such shares and may authorise one of their Shareholders to execute
and register the transfer thereof on behalf of and in the name of any purchaser. 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.
Provided that no sale shall be made:
(i) unless a sum in respect of which the lien exists is presently payable; or
(ii) until the expiration of 14 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.
526The net proceeds of any such 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. 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.
(e) No Shareholder shall exercise any voting right in respect of any shares registered in his
name on which any calls or other sums presently payable by him have not been paid, or in
regard to which the Company has exercised any right of lien.
ii. On Debentures:
(a) The Company shall have a first and paramount lien on every Debenture (not being a fully
paid Debenture), for all money (whether presently payable or not) called, or payable at a
fixed time, in respect of that Debenture;
Provided that the Board may, at any time, declare any Debentures wholly or in part to be
exempt from the provisions of this Article.
(b) Company’s lien, if any, on the Debentures, shall extend to all interest and premium payable
in respect of such Debentures.
(c) Unless otherwise agreed, the registration of a transfer of Debentures shall operate as a
waiver of the Company’s lien, if any, on such Debentures. The fully paid up Debentures
shall be free from all lien and that in case of partly paid Debentures, the Company’s lien
shall be restricted to money called or payable at a fixed price in respect of such Debentures.
(d) For the purpose of enforcing such lien, the Board may sell the Debentures, subject thereto
in such manner as they shall think fit, and for that purpose may cause to be issued a
duplicate certificate in respect of such Debentures and may authorise the debenture trustee
acting as trustee for the holders of Debentures or one of the holder of Debentures to execute
and register the transfer thereof on behalf of and in the name of any purchaser. The
purchaser shall not be bound to see to the application of the purchase money, nor shall his
title to the Debentures be affected by any irregularity or invalidity in the proceedings in
reference to the sale.
Provided that no sale shall be made:
(i) unless a sum in respect of which the lien exists is presently payable; or
(ii) until the expiration of 14 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 Debenture
or the Person entitled thereto by reason of his death or insolvency.
The net proceeds of any such 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. The
residue, if any, shall (subject to a like lien for sums not presently payable as existed upon
the Debentures before the sale) be paid to the Person entitled to the Debentures at the date
of the sale.
(e) No holder of Debentures shall exercise any voting right in respect of any Debentures
registered in his name on which any calls or other sums presently payable by him have not
been paid, or in regard to which the Company has exercised any right of lien.
20. FORFEITURE OF SHARES
(a) If any Shareholder fails to pay any call or installment or any part thereof or any money due in
respect of any shares either by way of principal or interest on or before the day appointed for the
payment of the same or any such extension thereof as aforesaid, the Board may, at any time
527thereafter, during such time as the call or installment or any part thereof or other money remain
unpaid or a judgment or decree in respect thereof remain unsatisfied, give notice to him or his
legal representatives requiring him to pay the same together with any interest that may have
accrued and all expenses that may have been incurred by the Company by reason of such non-
payment.
(b) The notice shall name a day, (not being less than 14 (fourteen) days or such other period prescribed
under Laws from the date of the notice), and a place or places on or before which such call or
installment or such part or other money as aforesaid and interest thereon, (at such rate as the Board
shall determine and payable from the date on which such call or installment ought to have been
paid), and expenses as aforesaid are to be paid. The notice shall also state that in the event of non-
payment at or before the time and at the place appointed, the shares in respect of which the call
was made or installment is payable, will be liable to be forfeited.
(c) If the requirements of any such notice as aforesaid are not to be complied with, any share in respect
of which such notice has been given, may at any time, thereafter before payment of all calls,
installments, other money due in respect thereof, interest and expenses as required by the notice
has been made, be forfeited by a resolution of the Board to that effect. Such forfeiture shall include
all Dividends declared or any other money payable in respect of the forfeited share and not
actually paid before the forfeiture subject to the applicable provisions of the Act. There shall be
no forfeiture of unclaimed Dividends before the claim becomes barred by Law.
(d) When any share shall have been so forfeited, notice of the forfeiture shall be given to the
Shareholder on whose name it stood immediately prior to the forfeiture or if any of his legal
representatives or to any of the Persons entitled to the shares by transmission, and an entry of the
forfeiture with the date thereof, shall forthwith be made in the Register of Members, but no
forfeiture shall be in any manner invalidated by any omission or neglect to give such notice or to
make any such entry as aforesaid.
(e) Any share so forfeited shall be deemed to be the property of the Company and may be sold; re-
allotted, or otherwise disposed of either to the original holder thereof or to any other Person upon
such terms and in such manner as the Board shall think fit.
(f) Any Shareholder whose shares have been forfeited shall, notwithstanding the forfeiture, be liable
to pay and shall forthwith pay to the Company on demand all calls, installments, interest and
expenses and other money owing upon or in respect of such shares at the time of the forfeiture
together with interest thereon from the time of the forfeiture until payment at such rate as the
Board may determine and the Board may enforce, (if it thinks fit), payment thereof as if it were a
new call made at the date of forfeiture.
(g) The forfeiture of a share shall involve extinction at the time of the forfeiture of all interest in all
claims and demands against the Company, in respect of the share and all other rights incidental to
the share, except only such of these rights as by these Articles are expressly saved.
(h) A duly verified declaration in writing that the declarant is a Director or Secretary of the Company
and that a share in the Company has been duly forfeited in accordance with these Articles 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 shares.
(i) Upon any sale after forfeiture or for enforcing a lien in purported exercise of the powers
hereinbefore given, the Board may appoint some Person to execute an instrument of transfer of
the shares sold and cause the purchaser’s name to be entered in the Register of Members in respect
of the shares sold and the purchaser shall not be bound to see to the regularity of the proceedings,
or to the application of the purchase money, and after his name has been entered in the Register
of Members in respect of such shares, the validity of the sale shall not be impeached by any Person
and the remedy of any Person aggrieved by the sale shall be in damages only and against the
Company exclusively.
(j) Upon any sale, re-allotment or other disposal under the provisions of the preceding Articles, the
certificate or certificates originally issued in respect of the relevant shares shall, (unless the same
528shall on demand by the Company have been previously surrendered to it by the defaulting
Shareholder), stand cancelled and become null and void and of no effect and the Board shall be
entitled to issue a new certificate or certificates in respect of the said shares to the Person or
persons entitled thereto.
(k) The Board may, at any time, before any share so forfeited shall have been sold, re- allotted or
otherwise disposed of, annul the forfeiture thereof upon such conditions as it thinks fit.
21. FURTHER ISSUE OF SHARE CAPITAL
(a) Where at any time, the Company proposes to increase its subscribed Capital by the issue of further
shares, such shares shall be offered—
(i) to Persons who, at the date of the offer, are holders of Equity Shares of the Company in
proportion, as nearly as circumstances admit, to the Paid up Share Capital on those shares
by sending a letter of offer subject to the following conditions, namely:
a. the offer shall be made by notice specifying the number of shares offered and
limiting a time not being less than 7 (seven) days and not exceeding 30 (thirty) days
from the date of the offer within which the offer, if not accepted, shall be deemed to
have been declined;
b. the offer aforesaid 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 to in sub-clause a. above shall contain a
statement of this right;
c. after the expiry of the time specified in the notice aforesaid, 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 may dispose of them in such manner which is not
disadvantageous to the Shareholders and the Company;
(ii) to employees under a scheme of employees’ stock option, subject to Special Resolution
passed by the Company and subject to the Rules and such other conditions, as may be
prescribed under Law; or
(iii) to any Persons, if it is authorised by a Special Resolution, whether or not those Persons
include the Persons referred to in clause (i) or clause (ii) above, either for cash or for a
consideration other than cash, at such price as may be determined in accordance with Law,
subject to the compliance with the applicable provisions of the Act and any other conditions
as may be prescribed under Law.
(b) The notice referred to in sub-clause a. of clause (i) of sub-article (a) shall be dispatched through
registered post or speed post or through electronic mode to all the existing Shareholders at least 3
(three) days before the opening of the issue.
(c) Nothing in this Article shall apply to the increase of the subscribed Capital of a Company caused
by the exercise of an option as a term attached to the Debentures issued or loan raised by the
Company to convert such Debentures 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 Debentures or the raising of loan by a Special Resolution passed
by the Company in a Shareholders’ Meeting.
(d) Notwithstanding anything contained in sub-clause (c) above, 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 to do so, 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.
529Provided 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 the
Tribunal which shall after hearing the company and the Government pass such order as it deems
fit.
(e) Where the Government has, by an order made under sub-clause (d), directed that any debenture
or loan or any part thereof shall be converted into shares in the Company and where no appeal has
been preferred to the Tribunal under sub-clause (d) or where such appeal has been dismissed, the
Memorandum of Association of the Company shall, where such order has the effect of increasing
the authorised Share Capital of the Company, be altered and the authorised share capital of the
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.
(f) The provisions contained in this Article shall be subject to the provisions of Section 42 and Section
62 of the Act, the Rules and the applicable provisions of the Act.
22. TRANSFER AND TRANSMISSION OF SHARES
(a) The Company shall maintain a “Register of Transfers” and shall have recorded therein fairly and
distinctly particulars of every transfer or transmission of any Share, Debenture or other Security
held in a material form.
(b) In accordance with Section 56 of the Act, the Rules and such other conditions as may be prescribed
under Law, every instrument of transfer of shares held in physical form shall be in writing. In case
of transfer of shares where the Company has not issued any certificates and where the shares are
held in dematerialised form, the provisions of the Depositories Act shall apply.
(c) (i) An application for the registration of a transfer of the shares in the Company may be made
either by the transferor or the transferee within the time frame prescribed under the Act.
(ii) Where the application is made by the transferor and relates to partly paid shares, the transfer
shall not be registered unless the Company gives notice of the application to the transferee
in a prescribed manner and the transferee communicates no objection to the transfer within
2 (two) weeks from the receipt of the notice.
(d) Every such instrument of transfer shall be executed by both, the transferor and the transferee and
attested and the transferor shall be deemed to remain the holder of such share until the name of
the transferee shall have been entered in the Register of Members in respect thereof.
(e) The Board shall have power on giving not less than 7 (seven) days or such other period prescribed
under Laws previous notice by advertisement in a vernacular newspaper and in an English
newspaper having wide circulation in the city, town or village in which the Office of the Company
is situated, and publishing the notice on the website as may be notified by the Central Government
and on the website of the Company, to close the transfer books, the Register of Members and/or
Register of Debenture-holders at such time or times and for such period or periods, not exceeding
30 (thirty) days at a time and not exceeding in the aggregate 45 (forty-five) days in each year or
such other period prescribed under Laws, as it may deem expedient.\
(f) Subject to the provisions of Sections 58 and 59 of the Act, these Articles and other applicable
provisions of the Act or any other Law for the time being in force, the Board may, refuse to register
the transfer of, or the transmission by operation of law of the right to, any securities or interest of
a Shareholder in the Company. The Company shall, within (i) fifteen days, in case of transfer of
shares; or (ii) seven days in case of transmission of shares, or such other time period as prescribed
under applicable laws for transfer or transmission of securities, from the date on which the
instrument of transfer, or the intimation of such transmission, as the case may be, was delivered
to the Company, send a notice of refusal to the transferee and transferor or to the Person giving
notice of such transmission, as the case may be, giving reasons for such refusal.
Provided that, registration of a transfer shall not be refused on the ground of the transferor being
530either alone or jointly with any other Person or Persons indebted to the Company on any account
whatsoever except when the Company has a lien on the shares.
(g) Subject to the applicable provisions of the Act and these Articles, the Directors shall have the
absolute and uncontrolled discretion to refuse to register a Person entitled by transmission to any
shares or his nominee as if he were the transferee named in any ordinary transfer presented for
registration, and shall not be bound to give any reason for such refusal and in particular may also
decline in respect of shares upon which the Company has a lien.
(h) Subject to the provisions of these Articles, any transfer of shares in whatever lot should not be
refused, though there would be no objection to the Company refusing to split a share certificate
into several scripts of any small denominations or, to consider a proposal for transfer of shares
comprised in a share certificate to several Shareholders, involving such splitting, if on the face of
it such splitting/transfer appears to be unreasonable or without a genuine need. The Company
should not, therefore, refuse transfer of shares in violation of the stock exchange listing
requirements on the ground that the number of shares to be transferred is less than any specified
number.
(i) In case of the death of any one or more Shareholders named in the Register of Members as the
joint-holders of any shares, the survivors shall be the only Shareholder or Shareholders recognised
by the Company as having any title to or interest in such shares, but nothing therein contained
shall be taken to release the estate of a deceased joint-holder from any liability on shares held by
him jointly with any other Person.
(j) The Executors or Administrators or holder of the succession certificate or the legal representatives
of a deceased Shareholder, (not being one of two or more joint-holders), shall be the only
Shareholders recognised by the Company as having any title to the shares registered in the name
of such Shareholder, and the Company shall not be bound to recognise such Executors or
Administrators or holders of succession certificate or the legal representatives unless such
Executors or Administrators or legal representatives shall have first obtained probate or letters of
administration or succession certificate, as the case may be, from a duly constituted court in India,
provided that the Board may in its absolute discretion dispense with production of probate or
letters of administration or succession certificate, upon such terms as to indemnity or otherwise
as the Board may in its absolute discretion deem fit and may under Article 22(a) of these Articles
register the name of any Person who claims to be absolutely entitled to the shares standing in the
name of a deceased Shareholder, as a Shareholder.
(k) The Board shall not knowingly issue or register a transfer of any share to a minor or insolvent or
Person of unsound mind, except fully paid shares through a legal guardian.
(l) Subject to the provisions of Articles, any Person becoming entitled to shares in consequence of
the death, lunacy, bankruptcy of any Shareholder or Shareholders, or by any lawful means other
than by a transfer in accordance with these Articles, may with the consent of the Board, (which it
shall not be under any obligation to give), upon producing such evidence that he sustains the
character in respect of which he proposes to act under this Article, or of his title, as the Board
thinks sufficient, either be registered himself as the holder of the shares or elect to have some
Person nominated by him and approved by the Board, registered as such holder; provided
nevertheless, that if such Person shall elect to have his nominee registered, he shall testify the
election by executing in favour of his nominee an instrument of transfer in accordance with the
provisions herein contained and until he does so, he shall not be freed from any liability in respect
of the shares.
(m) A Person becoming entitled to a share by reason of the death or insolvency of a Shareholder shall
be entitled to the same Dividends and other advantages to which he would be entitled if he were
the registered holder of the shares, except that he shall not, before being registered as a
Shareholder in respect of the shares, be entitled to exercise any right conferred by membership in
relation to meetings of the Company.
Provided that the Board shall, at any time, give notice requiring any such Person to elect either to
be registered himself or to transfer the shares, and if such notice is not complied with within 90
531(ninety) days or such other period prescribed under Laws, the Board may thereafter withhold
payment of all Dividends, bonuses or other monies payable in respect of the shares until the
requirements of the notice have been complied with.
(n) Every instrument of transfer shall be presented to the Company duly stamped for registration
accompanied by such evidence as the Board may require, to prove the title of the transferor, his
right to transfer the shares. Every registered instrument of transfer shall remain in the custody of
the Company until destroyed by order of the Board.
Where any instrument of transfer of shares has been received by the Company for registration and
the transfer of such shares has not been registered by the Company for any reason whatsoever, the
Company shall transfer the Dividends in relation to such shares to a special account unless the
Company is authorised by the registered holder of such shares, in writing, to pay such Dividends
to the transferee and will keep in abeyance any offer of right shares and/or bonus shares in relation
to such shares.
In case of transfer and transmission of shares or other marketable Securities where the Company
has not issued any certificates and where such shares or Securities are being held in any electronic
and fungible form in a Depository, the provisions of the Depositories Act shall apply.
(o) Before the registration of a transfer, the certificate or certificates of the share or shares to be
transferred must be delivered to the Company along with a properly stamped and executed
instrument of transfer in accordance with the provisions of Section 56 of the Act.
(p) No fee shall be payable to the Company, in respect of the registration of transfer or transmission
of shares, or for registration of any power of attorney, probate, letters of administration and
succession certificate, certificate of death or marriage or other similar documents, sub division
and/or consolidation of shares and Debentures and sub-divisions of letters of allotment,
renounceable letters of right and split, consolidation, renewal and genuine transfer receipts into
denomination corresponding to the market unit of trading.
(q) The Company shall incur no liability or responsibility whatsoever in consequence of its registering
or giving effect to any transfer of shares made or purporting to be made by any apparent legal
owner thereof, (as shown or appearing in the Register of Members), to the prejudice of a Person
or Persons having or claiming any equitable right, title or interest to or in the said shares,
notwithstanding that the Company may have had any notice of such equitable right, title or interest
or notice prohibiting registration of such transfer, and may have entered such notice or referred
thereto, in any book of the Company and the Company shall not be bound or required to regard
or attend or give effect to any notice which may be given to it of any equitable right, title or
interest or be under any liability whatsoever for refusing or neglecting so to do, though it may
have been entered or referred to in some book of the Company but the Company shall nevertheless
be at liberty to regard and attend to any such notice, and give effect thereto if the Board shall so
think fit.
(r) The Company shall not register the transfer of its Securities in the name of the transferee(s) when
the transferor(s) objects to the transfer.
Provided that the transferor serves on the Company, within sixty working days of raising the
objection or such other period prescribed under Laws, a prohibitory order of a Court of competent
jurisdiction.
(s) The Board may delegate the power of transfer of Securities to a committee or to compliance
officer or to the registrar to an issue and/or share transfer agent(s).
Provided that the Board and/or the delegated authority shall attend to the formalities pertaining to
transfer of securities at least once in a fortnight.
Provided that the Board/ delegated authority shall report on transfer of Securities to the Board in
each meeting.
532(t) There shall be a common form of transfer in accordance with the Act and Rules.
(u) The provision of these Articles shall be subject to the applicable provisions of the Act, the Rules
and any requirements of Law. Such provisions shall mutatis mutandis apply to the transfer or
transmission by operation of Law to other Securities of the Company.
23. DEMATERIALISATION OF SECURITIES
(a) Dematerialisation:
Notwithstanding anything contained in these Articles, and subject to the applicable provisions of
the Act, the Company shall be entitled to dematerialise its existing Securities, rematerialise its
Securities held in the Depositories and/or to offer its fresh Securities in a dematerialised form
pursuant to the Depositories Act, and the rules framed thereunder, if any.
(b) Subject to the applicable provisions of the Act, instead of issuing or receiving certificates for the
Securities, as the case maybe, either the Company or the investor may exercise an option to issue,
dematerialise, hold the Securities (including shares) with a Depository in electronic form and the
certificates in respect thereof shall be dematerialised, in which event the rights and obligations of
the parties concerned and matters connected therewith or incidental thereto shall be governed by
the provisions of the Depositories Act as amended from time to time or any statutory modification
thereto or re-enactment thereof.
(c) Notwithstanding anything contained in these Articles to the contrary, in the event the Securities
of the Company are dematerialised, the Company shall issue appropriate instructions to the
Depository not to transfer the Securities of any Shareholder except in accordance with these
Articles. The Company shall cause the Promoters to direct their respective Depository participants
not to accept any instruction slip or delivery slip or other authorisation for transfer in
contravention of these Articles.
(d) If a Person opts to hold his Securities with a Depository, then notwithstanding anything to the
contrary contained in these Articles the Company shall intimate such Depository the details of
allotment of the Securities and on receipt of the information, the Depository shall enter in its
record the name of the allottee as the Beneficial Owner of the Securities.
(e) Securities in Depositories to be in fungible form:
All Securities held by a Depository shall be dematerialised and be held in fungible form. Nothing
contained in Sections 88, 89 and 186 of the Act shall apply to a Depository in respect of the
Securities held by it on behalf of the Beneficial Owners.
(f) Rights of Depositories & Beneficial Owners:
(i) Notwithstanding anything to the contrary contained in the Act or these Articles, a
Depository shall be deemed to be the Registered Owner for the purposes of effecting
transfer of ownership of Securities on behalf of the Beneficial Owner.
(ii) Save as otherwise provided in (i) above, the Depository as the Registered Owner of the
Securities shall not have any voting rights or any other rights in respect of the Securities
held by it.
(iii) Every Person holding shares of the Company and whose name is entered as the Beneficial
Owner in the records of the Depository shall be deemed to be a Shareholder of the
Company.
(iv) The Beneficial Owner of Securities shall, in accordance with the provisions of these
Articles and the Act, be entitled to all the rights and subject to all the liabilities in respect
of his Securities, which are held by a Depository on their behalf.
(g) Except as ordered by a court of competent jurisdiction or as may be required by Law required and
subject to the applicable provisions of the Act, the Company shall be entitled to treat the Person
533whose name appears on the Register as the holder of any share or whose name appears as the
Beneficial Owner of any share in the records of the Depository as the absolute owner thereof and
accordingly shall not be bound to recognise any benami trust or equity, equitable contingent,
future, partial interest, other claim to or interest in respect of such shares or (except only as by
these Articles otherwise expressly provided) any right in respect of a share 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
share in the joint names of any two or more Persons or the survivor or survivors of them.
(h) Register and Index of Beneficial Owners:
The Company shall cause to be kept a register and index of members with details of shares and
Debentures held in materialised and dematerialised forms in any media as may be permitted by
Law including any form of electronic media.
The register and index of Beneficial Owners maintained by a Depository under the Depositories
Act 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 register resident in
that state or country.
(i) Cancellation of Certificates upon surrender by Person:
Upon receipt of certificate of Securities on surrender by a Person who has entered into an
agreement with the Depository through a participant, the Company shall cancel such certificates
and shall substitute in its record, the name of the Depository as the registered owner in respect of
the said Securities and shall also inform the Depository accordingly.
(j) Service of Documents:
Notwithstanding anything contained in the Act or these Articles to the contrary, where Securities
are held in a Depository, the records of the beneficial ownership may be served by such Depository
on the Company by means of electronic mode or by delivery of floppies or discs.
(k) Transfer of Securities:
i. Nothing contained in Section 56 of the Act or these Articles shall apply to a transfer of
Securities effected by transferor and transferee both of whom are entered as Beneficial Owners
in the records of a Depository.
ii. In the case of transfer or transmission of shares or other marketable Securities where the
Company has not issued any certificates and where such shares or Securities are being held in
any electronic or fungible form in a Depository, the provisions of the Depositories Act shall
apply.
(l) Allotment of Securities dealt with in a Depository:
Notwithstanding anything in the Act or these Articles, where Securities are dealt with by a
Depository, the Company shall intimate the details of allotment of relevant Securities thereof to
the Depository immediately on allotment of such Securities.
(m) Certificate Number and other details of Securities in Depository:
Nothing contained in the Act or these Articles regarding the necessity of having certificate
number/distinctive numbers for Securities issued by the Company shall apply to Securities held
with a Depository.
(n) Register and Index of Beneficial Owners:
The Register and Index of Beneficial Owners maintained by a Depository under the Depositories
Act, shall be deemed to be the Register and Index (if applicable) of Shareholders and Security-
holders for the purposes of these Articles.
(o) Provisions of Articles to apply to Shares held in Depository:
534Except as specifically provided in these Articles, the provisions relating to joint holders of shares,
calls, lien on shares, forfeiture of shares and transfer and transmission of shares shall be applicable
to shares held in Depository so far as they apply to shares held in physical form subject to the
provisions of the Depositories Act.
(p) Depository to furnish information:
Every Depository shall furnish to the Company information about the transfer of Securities in the
name of the Beneficial Owner at such intervals and in such manner as may be specified by Law
and the Company in that behalf.
(q) Option to opt out in respect of any such Security:
If a Beneficial Owner seeks to opt out of a Depository in respect of any Security, he shall inform
the Depository accordingly. The Depository shall on receipt of such information make appropriate
entries in its records and shall inform the Company. The Company shall within 30 (thirty) days
of the receipt of intimation from a Depository and on fulfillment of such conditions and on
payment of such fees as may be specified by the regulations, issue the certificate of Securities to
the Beneficial Owner or the transferee as the case may be.
(r) Overriding effect of this Article:
Provisions of this Article will have full effect and force not withstanding anything to the contrary
or inconsistent contained in any other Articles.
24. NOMINATION BY SECURITIES HOLDERS
(a) Every holder of Securities of the Company may, at any time, nominate, in the manner prescribed
under the Companies (Share Capital and Debentures) Rules, 2014, a Person as his nominee in
whom the Securities of the Company held by him shall vest in the event of his death.
(b) Where the Securities of the Company are held by more than one Person jointly, the joint holders
may together nominate, in the manner prescribed under the Companies (Share Capital and
Debentures) Rules, 2014, a Person as their nominee in whom all the rights in the Securities
Company shall vest in the event of death of all the joint holders.
(c) Notwithstanding anything contained in any other Law for the time being in force or in any
disposition, whether testamentary or otherwise, in respect of the Securities of the Company, where
a nomination made in the manner prescribed under the Companies (Share Capital and Debentures)
Rules, 2014, purports to confer on any Person the right to vest the Securities of the Company, the
nominee shall, on the death of the holder of Securities of the Company or, as the case may be, on
the death of the joint holders become entitled to all the rights in Securities of the holder or, as the
case may be, of all the joint holders, in relation to such Securities of the Company to the exclusion
of all other Persons, unless the nomination is varied or cancelled in the prescribed manner under
the Companies (Share Capital and Debentures) Rules, 2014.
(d) Where the nominee is a minor, the holder of the Securities concerned, can make the nomination
to appoint in prescribed manner under the Companies (Share Capital and Debentures) Rules, 2014,
any Person to become entitled to the Securities of the Company in the event of his death, during
the minority.
(e) The transmission of Securities of the Company by the holders of such Securities and transfer in
case of nomination shall be subject to and in accordance with the provisions of the Companies
(Share Capital and Debentures) Rules, 2014.
25. NOMINATION FOR FIXED DEPOSITS
A depositor (who shall be the member of the Company) may, at any time, make a nomination and the
provisions of Section 72 of the Act shall, as far as may be, apply to the nominations made in relation to
535the deposits made subject to the provisions of the Rules as may be prescribed in this regard.
26. NOMINATION IN CERTAIN OTHER CASES
Subject to the applicable provisions of the Act and these Articles, any Person becoming entitled to
Securities in consequence of the death, lunacy, bankruptcy or insolvency of any holder of Securities, or
by any lawful means other than by a transfer in accordance with these Articles, may, with the consent of
the Board (which it shall not be under any obligation to give), upon producing such evidence that he
sustains the character in respect of which he proposes to act under this Article or of such title as the Board
thinks sufficient, either be registered himself as the holder of the Securities or elect to have some Person
nominated by him and approved by the Board registered as such holder; provided nevertheless that, if
such Person shall elect to have his nominee registered, he shall testify the election by executing in favour
of his nominee an instrument of transfer in accordance with the provisions herein contained and until he
does so, he shall not be freed from any liability in respect of the Securities.
27. COPIES OF MEMORANDUM AND ARTICLES TO BE SENT TO SHAREHOLDERS
Copies of the Memorandum and Articles of Association of the Company and other documents referred
to in Section 17 of the Act shall be sent by the Company to every Shareholder at his request within 7
(seven) days of the request on payment of such sum as prescribed under the Companies (Incorporation)
Rules, 2014.
28. BORROWING POWERS
(a) Subject to the provisions of Sections 73, 179 and 180, and other applicable provisions of the
Act and these Articles, the Board may, from time to time, at its discretion by resolution passed
at the meeting of a Board:
i. accept or renew deposits from Shareholders;
ii. borrow money by way of issuance of Debentures;
iii. borrow money otherwise than on Debentures;
iv. accept deposits from Shareholders either in advance of calls or otherwise; and
v. generally raise or borrow or secure the payment of any sum or sums of money for the
purposes of the Company.
Provided, however, that where the money to be borrowed together with the money already
borrowed (apart from temporary loans obtained from the Company’s bankers in the ordinary
course of business) exceed the aggregate of the paid-up Capital, free reserves and securities
premium of the Company, the Board shall not borrow such money without the consent of the
Company by way of a Special Resolution in a Shareholders’ Meeting unless otherwise permitted
under Laws.
(b) Subject to the provisions of these Articles, the payment or repayment of money borrowed as
aforesaid may be secured in such manner and upon such terms and conditions in all respects as
the resolution of the Board shall prescribe including by the issue of bonds, perpetual or
redeemable Debentures or debenture–stock, or any mortgage, charge, hypothecation, pledge,
lien or other security on the undertaking of the whole or any part of the property of the Company,
both present and future. Provided however that the Board shall not, except with the consent of
the Company by way of a Special Resolution in Shareholders’ Meeting mortgage, charge or
otherwise encumber, the Company’s uncalled Capital for the time being or any part thereof and
Debentures and other Securities may be assignable free from any equities between the Company
and the Person to whom the same may be issued.
(c) Any bonds, Debentures, debenture-stock or other Securities may if permissible in Law be issued
at a discount, premium or otherwise by the Company and shall with the consent of the Board be
issued upon such terms and conditions and in such manner and for such consideration as the
536Board shall consider to be for the benefit of the Company, and on the condition that they or any
part of them may be convertible into Equity Shares of any denomination, and with any privileges
and conditions as to the redemption, surrender, allotment of shares, appointment of Directors or
otherwise. Provided that Debentures with rights to allotment of or conversion into Equity Shares
shall not be issued except with, the sanction of the Company in Shareholders’ Meeting accorded
by a Special Resolution.
(d) Subject to the applicable provisions of the Act and these Articles, if any uncalled Capital of the
Company is included in or charged by any mortgage or other security, the Board shall make
calls on the Shareholders in respect of such uncalled Capital in trust for the Person in whose
favour such mortgage or security is executed, or if permitted by the Act, may by instrument
under seal authorise the Person in whose favour such mortgage or security is executed or any
other Person in trust for him to make calls on the Shareholders in respect of such uncalled
Capital and the provisions hereinafter contained in regard to calls shall mutatis mutandis apply
to calls made under such authority and such authority may be made exercisable either
conditionally or unconditionally or either presently or contingently and either to the exclusion
of the Board’s power or otherwise and shall be assignable if expressed to be so.
(e) The Board shall cause a proper Register to be kept in accordance with the provisions of Section
85 of the Act of all mortgages, Debentures and charges specifically affecting the property of the
Company; and shall cause the requirements of the relevant provisions of the Act in that behalf
to be duly complied with within the time prescribed under the Act or such extensions thereof as
may be permitted under the Act, as the case may be, so far as they are required to be complied
with by the Board.
(f) Any capital required by the Company for its working capital and other capital funding
requirements may be obtained in such form as decided by the Board from time to time.
(g) The Company shall also comply with the provisions of the Companies (Registration of Charges)
Rules, 2014 in relation to the creation and registration of aforesaid charges by the Company.
29. CONVERSION OF SHARES INTO STOCK AND RECONVERSION
(a) The Company in Shareholders’ Meeting may, by Ordinary Resolution, convert any paid-up
shares into stock and when any shares shall have been converted into stock, the several holders
of such stock may henceforth transfer their respective interest therein, or any part of such
interests, in the same manner and subject to the same regulations as those subject to which
shares from which the stock arose might have been transferred, if no such conversion had taken
place or as near thereto as circumstances will admit. The Company may, by an Ordinary
Resolution, at any time reconvert any stock into paid-up shares of any denomination. Provided
that the Board may, from time to time, fix the minimum amount of stock transferable, so
however such minimum shall not exceed the nominal account 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 privileges or
advantages, (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) Where the shares are converted into stock, such of the Articles 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.
30. ANNUAL GENERAL MEETING
In accordance with the provisions of the Act, the Company shall in each year hold a general meeting
specified as its Annual General Meeting and shall specify the meeting as such in the notices convening
such meetings. Further, not more than 15 (fifteen) months gap shall exist between the date of one Annual
General Meeting and the date of the next Annual General Meeting. All general meetings other than
537Annual General Meetings shall be called Extraordinary General Meetings.
31. WHEN ANNUAL GENERAL MEETING TO BE HELD
Nothing contained in the foregoing provisions shall be taken as affecting the right conferred upon the
Registrar under the provisions of Section 96(1) of the Act to extend the time within which any Annual
General Meeting may be held.
32. VENUE, DAY AND TIME FOR HOLDING ANNUAL GENERAL MEETING
(a) Every Annual General Meeting shall be called during business hours, that is, between 9 A.M.
and 6 P.M. on a day that is not a national holiday, and shall be held at the Office of the Company
or at some other place within the city, town or village in which the Office of the Company is
situated, as the Board may determine and the notices calling the Meeting shall specify it as the
Annual General Meeting.
(b) Every Shareholder of the Company shall be entitled to attend the Annual General Meeting either
in person or by proxy and the Auditor of the Company shall have the right to attend and to be
heard at any general meeting which he attends on any part of the business which concerns him
as Auditor. At every Annual General Meeting of the Company there shall be laid on the table,
the Directors’ Report and Audited Statement of Accounts, Auditors’ Report, (if not already
incorporated in the Audited Statement of Accounts), the proxy Register with proxies and the
Register of Directors’ shareholdings wherein the latter Register shall remain open and
accessible during the continuance of the Meeting. The Board shall cause to be prepared the
Annual Return and forward the same to the concerned Registrar of Companies, in accordance
with Sections 92 and 137 of the Act. The Directors are also entitled to attend the Annual General
Meeting.
33. NOTICE OF SHAREHOLDERS’ MEETINGS
(a) Number of days’ notice of Shareholders’ Meeting to be given: A Shareholders’ Meeting of the
Company may be called by giving not less than 21 (twenty one) days clear notice in writing or
in electronic mode, excluding the day on which notice is served or deemed to be served (i.e., on
expiry of 48 (forty eight) hours after the letter containing the same is posted). However, a
Shareholders’ Meeting may be called after giving shorter notice if consent is given in writing
or by electronic mode by not less than 95 (ninety five) percent of the Shareholders entitled to
vote at that meeting.
The notice of every meeting shall be given to:
(a) every Shareholder, legal representative of any deceased Shareholder or the assignee of
an insolvent member of the Company,
(b) Auditor or Auditors of the Company,
(c) all Directors, and
(d) Secretarial Auditor, if applicable.
(b) Notice of meeting to specify place, etc., and to contain statement of business: Notice of every
meeting of the Company shall specify the place, date, day and hour of the meeting, and shall
contain a statement of the business to be transacted thereat shall be given in the manner
prescribed under Section 102 of the Act.
(c) Contents and manner of service of notice and Persons on whom it is to be served: Every notice
may be served by the Company on any Shareholder thereof either personally or by sending it
by post to their/its registered address in India and if there be no registered address in India, to
the address supplied by the Shareholder to the Company for giving the notice to the Shareholder.
(d) Special Business: Subject to the applicable provisions of the Act, where any items of business
to be transacted at the meeting are deemed to be special, there shall be annexed to the notice of
538the meeting a statement setting out all material facts concerning each item of business including
any particular nature of the concern or interest if any therein of every Director or manager (as
defined under the provisions of the Act), if any or key managerial personnel (as defined under
the provisions of the Act) or the relatives of any of the aforesaid and where any item of special
business relates to or affects any other company, the extent of shareholding interest in that other
company of every Director or manager (as defined under the provisions of the Act), if any or
key managerial personnel (as defined under the provisions of the Act) or the relatives of any of
the aforesaid of the first mentioned company shall also be set out in the statement if the extent
of such interest is not less than 2 per cent of the paid up share capital of that other company. All
business transacted at any meeting of the Company shall be deemed to be special and all
business transacted at the Annual General Meeting of the Company with the exception of the
business specified in Section 102 of the Act shall be deemed to be special.
(e) Resolution requiring Special Notice: With regard to resolutions in respect of which special
notice is required to be given by the Act, a special notice shall be given as required by Section
115 of the Act.
(f) Notice of Adjourned Meeting when necessary: When a meeting is adjourned for 30 (thirty) days
or more, notice of the adjourned meeting shall be given as in the case of an original meeting in
accordance with the applicable provisions of the Act.
(g) Notice when not necessary: 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.
(h) The notice of the Shareholders’ Meeting shall comply with the provisions of Companies
(Management and Administration) Rules, 2014.
34. REQUISITION OF EXTRAORDINARY GENERAL MEETING
(a) The Board may, whenever it thinks fit, call an Extraordinary General Meeting and it shall do so
upon a requisition received from such number of Shareholders who hold, on the date of receipt
of the requisition, not less than one-tenth of such of the paid up Share Capital of the Company
as on that date carries the right of voting and such meeting shall be held at the Office or at such
place and at such time as the Board thinks fit.
(b) Any valid requisition so made by Shareholders must state the object or objects of the meeting
proposed to be called and must be signed by the requisitionists and be deposited at the Office;
provided that such requisition may consist of several documents in like form each signed by one
or more requisitionists.
(c) Upon the receipt of any such valid requisition, the Board shall forthwith call an Extraordinary
General Meeting and if they do not proceed within 21 (twenty-one) days from the date of the
requisition being deposited at the Office to cause a meeting to be called on a day not later than
45 (forty-five) days from the date of deposit of the requisition, the requisitionists or such of their
number as represent either a majority in value of the Paid up Share Capital held by all of them
or not less than one-tenth of such of the paid-up Share Capital of the Company as is referred to
in Section 100 of the Act, whichever is less, may themselves call the meeting, but in either case
any meeting so called shall be held within three months from the date of the delivery of the
requisition as aforesaid.
(d) Any meeting called under the foregoing sub-articles by the requisitionists, shall be called in the
same manner, as nearly as possible, as that in which a meeting is to be called by the Board.
(e) The accidental omission to give any such notice as aforesaid to any of the Shareholders, or the
non-receipt thereof, shall not invalidate any resolution passed at any such meeting.
(f) No general meeting, Annual or Extraordinary, shall be competent to enter into, discuss or
transact any business which has not been mentioned in the notice or notices by which it was
convened.
539(g) The Extraordinary General Meeting called under this Article shall be subject to and in
accordance with the provisions contained under the Companies (Management and
Administration) Rules, 2014.
35. NO BUSINESS TO BE TRANSACTED IN SHAREHOLDERS’ MEETING IF QUORUM IS NOT
PRESENT
The quorum for the Shareholders’ Meeting shall be in accordance with Section 103 of the Act. Subject
to the provisions of Section 103(2) of the Act, if such a quorum is not present within half an hour from
the time set for the Shareholders’ Meeting, the Shareholders’ Meeting shall be adjourned to the same
time and place or to such other date and such other time and place as the Board may determine and the
agenda for the adjourned Shareholders’ Meeting shall remain the same. If at such adjourned meeting
also, a quorum is not present, at the expiration of half an hour from the time appointed for holding the
meeting, the members present shall be a quorum, and may transact the business for which the meeting
was called.
36. CHAIRMAN OF THE SHAREHOLDERS’ MEETING
The Chairman of the Board shall be entitled to take the Chair at every Shareholders’ Meeting, whether
Annual or Extraordinary. If there is no such Chairman of the Board or if at any meeting he shall not be
present within fifteen minutes of the time appointed for holding such meeting or if he is unable or
unwilling to take the Chair, then the Directors present shall elect one of them as Chairman. If no Director
is present or if all the Directors present decline to take the Chair, then the Shareholders present shall
elect, on a show of hands or on a poll if properly demanded, one of their member to be the Chairman of
the meeting. No business shall be discussed at any Shareholders’ Meeting, except the election of a
Chairman, while the Chair is vacant.
37. CHAIRMAN CAN ADJOURN THE SHAREHOLDERS’ MEETING
The Chairman may, with the consent given in the meeting at which a quorum is present (and if so directed
by the meeting) adjourn the Shareholders’ Meeting from time to time and from place to place within the
city, town or village in which the Office of the Company is situate but no business shall be transacted at
any adjourned meeting other than the business left unfinished at the meeting from which the adjournment
took place.
38. QUESTIONS AT SHAREHOLDERS’ MEETING HOW DECIDED
(a) At any Shareholders’ Meeting, a resolution put to the vote of the Shareholders’ Meeting shall,
unless a poll is demanded, be decided by a show of hands. Before or on the declaration of the
result of the voting on any resolution by a show of hands, a poll may be carried out in accordance
with the applicable provisions of the Act or the voting is carried out electronically. Unless a poll
is demanded, a declaration by the Chairman that a resolution has, on a show of hands, been
carried or carried unanimously, or by a particular majority, or lost and an entry to that effect in
the Minute Book of the Company shall be conclusive evidence of the fact, of passing of such
resolution or otherwise.
(b) In the case of equal votes, the Chairman shall both on a show of hands and at a poll, (if any),
have a casting vote in addition to the vote or votes to which he may be entitled as a Shareholder.
(c) If a poll is demanded as aforesaid, the same shall subject to anything stated in these Articles be
taken at such time, (not later than forty-eight hours from the time when the demand was made),
and place within the City, Town or Village in which the Office of the Company is situated and
either by a show of hands or by ballot or by postal ballot, as the Chairman shall direct and either
at once or after an interval or adjournment, or otherwise and the result of the poll shall be deemed
to be the decision of the meeting at which the poll was demanded. Any business other than that
upon which a poll has been demanded may be proceeded with, pending the taking of the poll.
The demand for a poll may be withdrawn at any time by the Person or Persons who made the
demand.
540(d) Where a poll is to be taken, the Chairman of the meeting shall appoint two scrutinisers to
scrutinise the votes given on the poll and to report thereon to him. One of the scrutinisers so
appointed shall always be a Shareholder, (not being an officer or employee of the Company),
present at the meeting provided such a Shareholder is available and willing to be appointed. The
Chairman shall have power at any time before the result of the poll is declared, to remove a
scrutiniser from office and fill vacancies in the office of scrutiniser arising from such removal
or from any other cause.
(e) Any poll duly demanded on the election of a Chairman of a meeting or any question of
adjournment, shall be taken at the meeting forthwith. A poll demanded on any other question
shall be taken at such time not later than 48 hours from the time of demand, as the Chairman of
the meeting directs.
(f) The demand for a poll except on the question of the election of the Chairman and of an
adjournment shall not prevent the continuance of a meeting for the transaction of any business
other than the question on which the poll has been demanded.
(g) No report of the proceedings of any Shareholders’ Meeting of the Company shall be circulated
or advertised at the expense of the Company unless it includes the matters required by these
Articles or Section 118 of the Act to be contained in the Minutes of the proceedings of such
meeting.
(h) The Shareholders will do nothing to prevent the taking of any action by the Company or act
contrary to or with the intent to evade or defeat the terms as contained in these Articles.
39. PASSING RESOLUTIONS BY POSTAL BALLOT
(a) Notwithstanding any of the provisions of these Articles, the Company may, and in the case of
resolutions relating to such business as notified under the Companies (Management and
Administration) Rules, 2014, as amended, or other Law required to be passed by postal ballot,
shall get any resolution passed by means of a postal ballot, instead of transacting the business
in the Shareholders’ Meeting of the Company. Also, the Company may, in respect of any item
of business other than ordinary business and any business in respect of which Directors or
Auditors have a right to be heard at any meeting, transact the same by way of postal ballot.
(b) Where the Company decides to pass any resolution by resorting to postal ballot, it shall follow
the procedures as prescribed under Section 110 of the Act and the Companies (Management
and Administration) Rules, 2014, as amended from time and applicable Law.
40. VOTES OF SHAREHOLDERS
(a) No Shareholder shall be entitled to vote either personally or by proxy at any Shareholders’
Meeting or meeting of a class of Shareholders either upon a show of hands or upon a poll in
respect of any shares registered in his name on which calls or other sums presently payable by
him have not been paid or in regard to which the Company has exercised any right of lien.
(b) No shareholder shall be entitled to vote at a Shareholders’ Meeting unless all calls or other sums
presently payable by him have been paid, or in regard to which the Company has lien and has
exercised any right of lien.
(c) Subject to the provisions of these Articles, without prejudice to any special privilege or
restrictions as to voting for the time being attached to any class of shares for the time being
forming a part of the Capital of the Company, every Shareholder not disqualified by the last
preceding Article, shall be entitled to be present, and to speak and vote at such meeting, and on
a show of hands, every Shareholder present in person shall have one vote and upon a poll, the
voting right of such Shareholder present, either in person or by proxy, shall be in proportion to
his share of the Paid Up Share Capital of the Company held alone or jointly with any other
Person or Persons.
Provided however, if any Shareholder holding preference shares be present at any meeting of
541the Company, save as provided in Section 47(2) of the Act, he shall have a right to vote only on
resolutions placed before the Meeting, which directly affect the rights attached to his preference
shares.
(d) On a poll taken at a meeting of the Company, a Shareholder entitled to more than one vote, or
his proxy, or any other Person entitled to vote for him (as the case may be), need not, if he votes,
use or cast all his votes in the same way.
(e) A Shareholder 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, through a
committee or through his legal guardian; and any such committee or guardian may, on a poll
vote by proxy. If any Shareholder be a minor his vote in respect of his Share(s) shall be exercised
by his guardian(s), who may be selected (in case of dispute) by the Chairman of the meeting.
(f) If there be joint registered holders of any shares, any one of such Persons may vote at any
meeting or may appoint another Person, (whether a Shareholder or not) as his proxy in respect
of such shares, as if he were solely entitled thereto; but the proxy so appointed shall not have
any right to speak at the meeting and if more than one of such joint-holders be present at any
meeting, then one of the said Persons so present whose name stands higher in the Register of
Members shall alone be entitled to speak and to vote in respect of such shares, but the other
joint- holders shall be entitled to be present at the meeting. Several Executors or Administrators
of a deceased Shareholder in whose name shares stand shall for the purpose of these Articles be
deemed joint-holders thereof.
(g) Subject to the provision of these Articles, votes may be given personally or by an attorney or
by proxy. A body corporate, whether or not a Company within the meaning of the Act, being a
Shareholder may vote either by a proxy or by a representative duly authorised in accordance
with Section 113 of the Act and such representative shall be entitled to exercise the same rights
and powers, (including the right to vote by proxy), on behalf of the body corporate which he
represents as that body could have exercised if it were an individual Shareholder.
(h) Any Person entitled to transfer any shares of the Company may vote at any Shareholders’
Meeting in respect thereof in the same manner as if he were the registered holder of such shares,
provided that forty-eight hours at least before the time of holding the meeting or adjourned
meeting, as the case may be, at which he proposes to vote, he shall satisfy the Board of his right
to such shares and give such indemnity (if any) as the Board may require unless the Board shall
have previously admitted his right to vote at such meeting in respect thereof.
(i) Every proxy, (whether a Shareholder or not), shall be appointed in writing under the hand of the
appointer or his attorney, or if such appointer is a corporation under the common seal of such
corporation or be signed by an officer or an attorney duly authorised by it, and any committee
or guardian may appoint proxy. The proxy so appointed shall not have any right to speak at a
meeting.
(j) An instrument of proxy may appoint a proxy either for (i) the purposes of a particular meeting
(as specified in the instrument) or (ii) for any adjournment thereof or (iii) it may appoint a proxy
for the purposes of every meeting of the Company, or (iv) of every meeting to be held before a
date specified in the instrument for every adjournment of any such meeting.
(k) A Shareholder present by proxy shall be entitled to vote only on a poll.
(l) An instrument appointing a proxy and a power of attorney or other authority (including by way
of a Board Resolution, (if any),) under which it is signed or a notarially certified copy of that
power or authority or resolution as the case may be, shall be deposited at the Office not later
than forty-eight hours before the time for holding the meeting at which the Person named in the
instrument proposes to vote and in default the instrument of proxy shall not be treated as valid.
No instrument appointing a proxy shall be valid after the expiration of 12 months from the date
of its execution or such other period prescribed under Laws. An attorney shall not be entitled to
vote unless the power of attorney or other instrument or resolution as the case may be appointing
him or a notarially certified copy thereof has either been registered in the records of the
542Company at any time not less than forty-eight hours before the time for holding the meeting at
which the attorney proposes to vote, or is deposited at the Office of the Company not less than
forty-eight hours before the time fixed for such meeting as aforesaid. Notwithstanding that a
power of attorney or other authority has been registered in the records of the Company, the
Company may, by notice in writing addressed to the Shareholder or the attorney, given at least
48 (forty eight) hours before the meeting, require him to produce the original power of attorney
or authority or resolution as the case may be and unless the same is deposited with the Company
not less than forty-eight hours before the time fixed for the meeting, the attorney shall not be
entitled to vote at such meeting unless the Board in their absolute discretion excuse such non-
production and deposit.
(m) Every instrument of proxy whether for a specified meeting or otherwise should, as far as
circumstances admit, be in any of the forms set out under Section 105 and other provisions of
the Act and in the Companies (Management and Administration) Rules, 2014.
(n) If any such instrument of appointment be confined to the object of appointing an attorney or
proxy for voting at meetings of the Company it shall remain permanently or for such time as
the Board may determine in the custody of the Company; if embracing other objects a copy
thereof, examined with the original, shall be delivered to the Company to remain in the custody
of the Company.
(o) A vote given in accordance with the terms of an instrument of proxy shall be valid
notwithstanding the previous death of the principal, or revocation of the proxy or of any power
of attorney under which such proxy was signed, or the transfer of the Share in respect of which
the vote is given, provided that no intimation in writing of the death, revocation or transfer shall
have been received at the Office before the meeting.
(p) No objection shall be made to the validity of any vote, except at the Meeting or poll at which
such vote shall be tendered, and every vote whether given personally or by proxy, not disallowed
at such meeting or poll shall be deemed valid for all purposes of such meeting or poll
whatsoever.
(q) The Chairman of any meeting shall be the sole judge of the validity of every vote tendered at
such meeting. The Chairman present at the taking of a poll shall be in the sole judge of the
validity of every vote tendered at such poll.
(i) The Company shall cause minutes of all proceedings of every Shareholders’ Meeting
to be kept by making within 30 (thirty) days of the conclusion of every such meeting
concerned, entries thereof in books kept for that purpose with their pages consecutively
numbered.
(ii) Each page of every such book shall be initialed or signed and the last page of the record
of proceedings of each meeting in such book shall be dated and signed by the Chairman
of the same meeting within the aforesaid period of 30 (thirty) days or in the event of
the death or inability of that Chairman within that period, by a Director duly authorised
by the Board for that purpose.
(iii) In no case the minutes of proceedings of a meeting shall be attached to any such book
as aforesaid by pasting or otherwise.
(iv) The Minutes of each meeting shall contain a fair and correct summary of the
proceedings thereat.
(v) All appointments of Directors of the Company made at any meeting aforesaid shall be
included in the minutes of the meeting.
(vi) Nothing herein contained shall require or be deemed to require the inclusion in any
such Minutes of any matter which in the opinion of the Chairman of the Meeting (i) is
or could reasonably be regarded as, defamatory of any person, or (ii) is irrelevant or
543immaterial to the proceedings, or (iii) is detrimental to the interests of the Company.
The Chairman of the meeting shall exercise an absolute discretion in regard to the
inclusion or non-inclusion of any matter in the Minutes on the aforesaid grounds.
(vii) Any such Minutes shall be evidence of the proceedings recorded therein.
(viii) The book containing the Minutes of proceedings of Shareholders’ Meetings shall be
kept at the Office of the Company and shall be open, during business hours, for such
periods not being less in the aggregate than two hours in each day as the Board
determines, for the inspection of any Shareholder without charge.
(ix) The Company shall cause minutes to be duly entered in books provided for the purpose
of: -
a) the names of the Directors and Alternate Directors present at each Shareholders’
Meeting;
b) all Resolutions and proceedings of Shareholders’ Meeting.
(r) The Shareholders shall vote (whether in person or by proxy) all of the shares owned or held on
record by them at any Annual or Extraordinary General Meeting of the Company called for the
purpose of filling positions to the Board, appointed as a Director of the Company under Sections
152 and 164(1) of the Act in accordance with these Articles.
(s) The Shareholders will do nothing to prevent the taking of any action by the Company or act
contrary to or with the intent to evade or defeat the terms as contained in these Articles.
(t) All matters arising at a Shareholders’ Meeting of the Company, other than as specified in the
Act or these Articles if any, shall be decided by a majority vote.
(u) The Shareholders shall exercise their voting rights as Shareholders of the Company to ensure
that the Act or these Articles are implemented and acted upon by the Shareholders, and by the
Company and to prevent the taking of any action by the Company or by any Shareholder, which
is contrary to or with a view or intention to evade or defeat the terms as contained in these
Articles.
(v) Any corporation which is a Shareholder of the Company may, by resolution of the Board or
other governing body, authorise such person as it thinks fit to act as its representative at any
meeting of the Company and the said person so authorised shall be entitled to exercise the same
powers on behalf of the corporation which he represents as that corporation could have exercised
if it were an individual Shareholder in the Company (including the right to vote by proxy).
(w) The Company shall also provide e-voting facility to the Shareholders of the Company in terms
of the provisions of the Companies (Management and Administration) Rules, 2014, the SEBI
Listing Regulations or any other Law, if applicable to the Company.
41. DIRECTORS
(a) Subject to the applicable provisions of the Act, the number of Directors of the Company shall
not be less than 3 (three) and not more than 15 (fifteen) provided that the Company may appoint
more than 15 (fifteen) directors after passing a Special Resolution. The Company shall also
comply with the provisions of the Companies (Appointment and Qualification of Directors)
Rules, 2014 and the provisions of the SEBI Listing Regulations. The Board shall have an
optimum combination of executive, non-executive and Independent Directors with at least 1
(one) woman Director, as may be prescribed by Law from time to time.
(b) The subscribers to the Memorandum of Association are the first Directors of the Company.
54442. CHAIRMAN OF THE BOARD OF DIRECTORS
(a) The members of the Board shall elect any one of them as the Chairman of the Board. The
Chairman shall preside at all meetings of the Board and the Shareholders’ Meeting of the
Company. The Chairman shall have a casting vote in the event of a tie.
(b) If for any reason the Chairman is not present at the meeting or is unwilling to act as Chairman,
the members of the Board shall appoint any one of the remaining Directors as the Chairman for
the said Meeting.
(C) The same individual may, at the same time, be appointed as the Chairperson of the Company as
well as the Managing Director or Chief Executive Officer of the Company, subject to the
provisions of the Act and the SEBI Listing Regulations.
43. APPOINTMENT OF ALTERNATE DIRECTORS
Subject to Section 161 of the Act, any Director shall be entitled to nominate an alternate director to act
for him during his absence for a period of not less than 3 (three) months. The Board may appoint such a
person as an Alternate Director to act for a Director (hereinafter called “the Original Director”) (subject
to such person being acceptable to the Chairman) during the Original Director’s absence for a period of
not less than three months from India. An Alternate Director appointed under this Article shall not hold
office for a period longer than that permissible to the Original Director in whose place he has been
appointed and shall vacate office if and when the Original Director returns to India. If the term of the
office of the Original Director is determined before he so returns to India, any provisions in the Act or in
these Articles for automatic re-appointment shall apply to the Original Director and not to the Alternate
Director. Provided no person shall be appointed or continue as an alternate director for an independent
director.
44. CASUAL VACANCY AND ADDITIONAL DIRECTORS
Subject to the applicable provisions of the Act and these Articles, the Board shall have the power at any
time and from time to time to appoint any qualified Person to be a Director either as an addition to the
Board or to fill a casual vacancy but so that the total number of Directors shall not at any time exceed
the maximum number fixed under Article 41 Any Person so appointed as an addition shall hold office
only up to the earlier of the date of the next Annual General Meeting or at the last date on which the
Annual General Meeting should have been held but shall be eligible for appointment by the Company as
a Director at that meeting subject to the applicable provisions of the Act.
45. DEBENTURE DIRECTORS
If it is provided by a trust deed, securing or otherwise, in connection with any issue of Debentures of the
Company, that any Person/lender or Persons/lenders shall have power to nominate a Director of the
Company, then in the case of any and every such issue of Debentures, the Person/lender or
Persons/lenders having such power may exercise such power from time to time and appoint a Director
accordingly. Any Director so appointed is herein referred to a Debenture Director. A Debenture Director
may be removed from office at any time by the Person/lender or Persons/lenders in whom for the time
being is vested the power under which he was appointed and another Director may be appointed in his
place. Subject to applicable laws, a Debenture Director shall not be bound to hold any qualification shares
and shall not be liable to retire by rotation or be removed by the Company. The trust deed may contain
ancillary provisions as may be arranged between the Company and the trustees and all such provisions
shall have effect notwithstanding any other provisions contained herein.
46. INDEPENDENT DIRECTORS
The Company shall have such number of Independent Directors on the Board or Committees of the Board
of the Company, as may be required in terms of the provisions of Section 149 of the Act and the
Companies (Appointment and Qualification of Directors) Rules, 2014, SEBI Listing Regulations or any
other Law, as may be applicable. Further, the appointment of such Independent Directors shall be in
terms of the aforesaid provisions of Law and subject to the requirements prescribed under the SEBI
Listing Regulations.
54547. EQUAL POWER TO DIRECTOR
Except as otherwise provided in these Articles, the Act and the applicable Law, all the Directors of the
Company shall have in all matters, equal rights and privileges and shall be subject to equal obligations
and duties in respect of the affairs of the Company.
48. NOMINEE DIRECTORS
Whenever the Board enters into a contract with any lenders for borrowing any money or for providing
any guarantee or security or enter into any other arrangement, the Board shall have, subject to the
provisions of Section 152 of the Act the power to agree that such lenders shall have the right to appoint
or nominate by a notice in writing addressed to the Company one or more Directors on the Board for
such period and upon such conditions as may be mentioned in the common loan agreement/ facility
agreement. The nominee director representing lenders shall not be required to hold qualification shares
and not be liable to retire by rotation, subject to applicable laws. The Directors may also agree that any
such Director, or Directors may be removed from time to time by the lenders entitled to appoint or
nominate them and such lenders may appoint another or other or others in his or their place and also fill
in any vacancy which may occur as a result of any such Director, or Directors ceasing to hold that office
for any reason whatsoever. The nominee director shall hold office only so long as any monies remain
owed by the Company to such lenders.
The nominee director shall be entitled to all the rights and privileges of other Directors including the
sitting fees and expenses as payable to other Directors but, if any other fees, commission, monies or
remuneration in any form are payable to the Directors, the fees, commission, monies and remuneration
in relation to such nominee director shall accrue to the lenders and the same shall accordingly be paid by
the Company directly to the lenders.
Provided that if any such nominee director is an officer of any of the lenders, the sittings fees in relation
to such nominee director shall also accrue to the lenders concerned and the same shall accordingly be
paid by the Company directly to that lenders.
Any expenditure that may be incurred by the lenders or the nominee director in connection with the
appointment or directorship shall be borne by the Company.
The nominee director shall be entitled to receive all notices, agenda, etc. and to attend all Shareholders’
Meetings and Board meetings and meetings of any committee(s) of the Board of which he is a member
and to receive all notices, agenda and minutes, etc. of the said meeting.
If at any time, the nominee director is not able to attend a meeting of Board or any of its committees, of
which he is a member, the lenders may depute an observer to attend the meeting. The expenses incurred
by the lenders in this connection shall be borne by the Company.
49. NO QUALIFICATION SHARES FOR DIRECTORS
A Director shall not be required to hold any qualification shares of the Company.
50. REMUNERATION OF DIRECTORS
(a) Subject to the applicable provisions of the Act, the Rules, Law including the provisions of the
SEBI Listing Regulations, a Managing Director or Managing Directors, and any other Director/s
who is/are in the whole time employment of the Company may be paid remuneration either by a
way of monthly payment or at a specified percentage of the net profits of the Company or partly
by one way and partly by the other.
(b) Subject to the applicable provisions of the Act, a Director (other than a Managing Director or an
executive Director) may receive a sitting fee not exceeding such sum as may be prescribed by the
Act from time to time for each meeting of the Board or any Committee thereof attended by him.
(c) The remuneration payable to each Director for every meeting of the Board or Committee of the
Board attended by them shall be such sum as may be determined by the Board from time to time
546in accordance with applicable provisions of the Act.
(d) Subject to the provisions of the Act and these Articles, all fees/compensation to be paid to non-
executive Directors including Independent Directors shall be as fixed by the Board and shall
require the prior approval of the Shareholders in a Shareholders’ Meeting. Such approval shall
also specify the limits for the maximum number of stock options that can be granted to a non-
executive Director, in any financial year, and in aggregate. However, such prior approval of the
Shareholders shall not be required in relation to the payment of sitting fees to non-executive
Directors if the same is made within the prescribed limits under the Act. Notwithstanding anything
contained in this Article, the Independent Directors shall not be eligible to receive any stock
options.
51. REMUNERATION OF MANAGING DIRECTOR(S)/ WHOLE TIME DIRECTOR(S) /
EXECUTIVE DIRECTOR(S)/ MANAGER
The remuneration of the Managing Director(s) / whole time director(s) / executive director(s) / manager
shall (subject to Sections 196, 197 and 203 and other applicable provisions of the Act and of these
Articles and of any contract between him and the Company) be fixed by the Directors, from time to time
and may be by way of fixed salary and/or perquisites or commission or profits of the Company or by
participation in such profits, or by any or all these modes or any other mode not expressly prohibited by
the Act.
52. SPECIAL REMUNERATION FOR EXTRA SERVICES RENDERED BY A DIRECTOR
If any Director be called upon to perform extra services or special exertions or efforts (which expression
shall include work done by a Director as a member of any Committee formed by the Directors), the Board
may arrange with such Director for such special remuneration for such extra services or special exertions
or efforts either by a fixed sum or otherwise as may be determined by the Board. Such remuneration may
either be in addition, to or in substitution for his remuneration otherwise provided, subject to the
applicable provisions of the Act.
53. TRAVEL EXPENSES OF DIRECTORS
The Board may allow and pay to any Director, who is not a bona fide resident of the place where the
meetings of the Board/Committee meetings are ordinarily held; and who shall come to such place for the
purpose of attending any meeting, such sum as the Board may consider fair compensation for travelling,
lodging and/ or other expenses, in addition to his fee for attending such Board / Committee meetings as
above specified; and if any Director be called upon to go or reside out of his ordinary place of his
residence on the Company’s business, he shall be entitled to be repaid and reimbursed travelling and
other expenses incurred in connection with the business of the Company in accordance with the
provisions of the Act.
54. CONTINUING DIRECTORS
The continuing Directors may act notwithstanding any vacancy in the Board, but if, and so long as their
number is reduced below the minimum number fixed by Article 41 hereof, the continuing Directors not
being less than two may act for the purpose of increasing the number of Directors to that number, or for
summoning a Shareholders’ Meeting, but for no other purpose.
55. VACATION OF OFFICE BY DIRECTOR
(a) Subject to relevant provisions of Sections 167, and 188 other relevant provisions of the Act, the
office of a Director, shall ipso facto be vacated if:
(i) he is found to be of unsound mind by a court of competent jurisdiction; or
(ii) he applies to be adjudicated an insolvent; or
(iii) he is adjudged an insolvent; or
547(iv) he is convicted by a court of any offence involving moral turpitude or otherwise, and
is sentenced in respect thereof to imprisonment for not less than 6 (six) months; or
(v) he fails to pay any calls made on him in respect of shares of the Company held by him
whether alone or jointly with others, within 6 (six) months from the date fixed for the
payment of such call; or
(vi) he absents himself from 3 (three) consecutive meetings of the Board or from all
Meetings of the Board for a continuous period of 12 (twelve) months, whichever is
longer, without obtaining leave of absence from the Board; or
(vii) having been appointed a Director by virtue of his holding any office or other
employment in the Company, he ceases to hold such office or other employment in the
Company; or
(viii) he acts in contravention of Section 184 of the Act; or
(ix) he becomes disqualified by an order of a court or the Tribunal; or
(x) he is removed in pursuance of Section 169 of the Act; or
(xi) he is disqualified under Section 164(2) of the Act.
Subject to the applicable provisions of the Act, a Director may resign his office at any time by notice in
writing addressed to the Board and such resignation shall become effective upon its acceptance by the
Board.
56. RELATED PARTY TRANSACTIONS
(a) Except with the consent of the Board or the Shareholders, as may be required in terms of the
provisions of Section 188 of the Act and the Companies (Meetings of Board and its Powers)
Rules, 2014, no company shall enter into any contract or arrangement with a ‘related party’ with
respect to:
(i) sale, purchase or supply of any goods or materials;
(ii) selling or otherwise disposing of, or buying, property of any kind;
(iii) leasing of property of any kind;
(iv) availing or rendering of any services;
(v) appointment of any agent for purchase or sale of goods, materials, services or property;
(vi) such Director's or its relative’s appointment to any office or place of profit in the
company, its subsidiary company or associate company; and
(vii) underwriting the subscription of any securities or derivatives thereof, of the company:
without the consent of the Shareholders by way of a resolution in accordance with Section 188
of the Act.
(b) save as otherwise provided under applicable Law, no Shareholder of the Company shall vote on
such resolution, to approve any contract or arrangement which may be entered into by the
Company, if such Shareholder is a related party.
(c) nothing in this Article shall apply to any transactions entered into by the Company in its ordinary
course of business other than transactions which are not on an arm’s length basis.
(d) The Director, so contracting or being so interested shall not be liable to the Company for any
548profit realised by any such contract or the fiduciary relation thereby established.
(e) The terms “office of profit” and “arm’s length basis” shall have the meaning ascribed to them
under Section 188 of the Act.
(f) The term ‘related party’ shall have the same meaning as ascribed to it under the Act.
(g) The compliance of the Companies (Meetings of Board and its Powers) Rules, 2014 shall be
made for the aforesaid contracts and arrangements.
57. DISCLOSURE OF INTEREST
(a) A Director of the Company who is in any way, whether directly or indirectly concerned or
interested in a contract or arrangement, or proposed contract or arrangement entered into or to
be entered into by or on behalf of the Company, shall disclose the nature of his concern or
interest at a meeting of the Board in the manner provided in Section 184 of the Act; Provided
that it shall not be necessary for a Director to disclose his concern or interest in any such contract
or arrangement entered into or to be entered into with any other company where any of the
Directors of the company or two or more of them together holds or hold not more than 2% (two
per cent) of the paid-up share capital in the other company or the Company as the case may be.
A general notice given to the Board by the Director, to the effect that he is a director or member
of a specified body corporate or is a member of a specified firm and is to be regarded as
concerned or interested in any contract or arrangement which may, after the date of the notice,
be entered into with that body corporate or firm, shall be deemed to be a sufficient disclosure of
concern or interest in relation to any contract or arrangement so made. Any such general notice
shall expire at the end of the Financial Year in which it is given but may be renewed for a further
period of one Financial Year at a time by a fresh notice given in the last month of the Financial
Year in which it would have otherwise expired. No such general notice, and no renewal thereof
shall be of effect unless, either it is given at a meeting of the Board or the Director concerned
takes reasonable steps to secure that it is brought up and read at the first meeting of the Board
after it is given.
(b) No Director shall as a Director, take any part in the discussion of, vote on any contract or
arrangement entered into or to be entered into by or on behalf of the Company, if he is in any
way, whether directly or indirectly, concerned or interested in such contract or arrangements;
nor shall his presence count for the purpose of forming a quorum at the time of any such
discussion or vote; and if he does vote, his vote shall be void;
1. in his being a shareholder holding not more than 2 (two) per cent of its paid-up share
capital.
Subject to the provisions of Section 188 of the Act and other applicable provisions, if
any, of the Act, any Director of the Company, any partner or relative of such Director,
any firm in which such Director or a relative of such Director is a partner, any private
company of which such Director is a director or member, and any director or manager
of such private company, may hold any office or place of profit in the Company.
(c) The Company shall keep a Register in accordance with Section 189 of the Act and shall within
the time specified therein enter therein such of the particulars as may be. The Register aforesaid
shall also specify, in relation to each Director of the Company, the names of the bodies corporate
and firms of which notice has been given by him under sub-article (a). The Register shall be
kept at the Office of the Company and shall be open to inspection at such Office, and extracts
may be taken therefrom and copies thereof may be required by any Shareholder of the Company
to the same extent, in the same manner, and on payment of the same fee as in the case of the
Register of Members of the Company and the provisions of Section 94 of the Act shall apply
accordingly.
(d) A Director may be or become a Director of any company promoted by the Company, or on
which it may be interested as a vendor, shareholder, or otherwise, and no such Director shall be
accountable for any benefits received as director or shareholder of such company except in so
549far as Section 188 or Section 197 of the Act as may be applicable.
58. ONE-THIRD OF DIRECTORS TO RETIRE EVERY YEAR
In accordance with Section 152 of the Act, at the Annual General Meeting of the Company to be held in
every year, one third of such of the Directors as are liable to retire by rotation for time being, or, if their
number is not three or a multiple of three then the number nearest to one third shall retire from office,
and they will be eligible for re-election. Provided nevertheless that the Director(s) appointed as nominee
Director(s), or the Director(s) appointed as a Debenture Director(s), or the Director(s) appointed as
Independent Director(s) under Articles hereto shall not retire by rotation under this Article, nor shall
Independent Director(s) be included in calculating the total number of Directors of whom one thirds shall
be liable to retire by rotation from office in terms of Section 152 of the Act.
The Directors to retire by rotation at every annual general meeting shall be those who have been longest
in office since their last appointment, but as between persons who became Directors on the same day,
those who are to retire shall, in default of and subject to any agreement among themselves, be determined
by lot.
59. PROCEDURE, IF PLACE OF RETIRING DIRECTORS IS NOT FILLED UP
(a) If the place of the retiring Director is not so filled up and the meeting has not expressly resolved
not to fill the vacancy, the meeting shall stand adjourned till the same day in the next week, at
the same time and place, or if that day is a national holiday, till the next succeeding day which
is not a national holiday, at the same time and place.
(b) If at the adjourned meeting also, the place of the retiring Director is not filled up and that
meeting also has not expressly resolved not to fill the vacancy, the retiring Director shall be
deemed to have been reappointed at the adjourned meeting, unless:-
(i) at that meeting or at the previous meeting a resolution for the reappointment of such
Director has been put to the meeting and lost;
(ii) retiring Director has, by a notice in writing addressed to the Company or its Board,
expressed his unwillingness to be so reappointed;
(iii) he is not qualified or is disqualified for appointment; or
(iv) a resolution, whether special or ordinary, is required for the appointment or
reappointment by virtue of any applicable provisions of the Act; or
(v) These Articles shall be subject to Section 162 of the Act.
60. COMPANY MAY INCREASE OR REDUCE THE NUMBER OF DIRECTORS.
Subject to Article 41 and Sections 149, 152 and 164 of the Act, the Company may, by Ordinary
Resolution, from time to time, increase or reduce the number of Directors, and may alter their
qualifications and the Company may, (subject to the provisions of Section 169 of the Act), remove any
Director before the expiration of his period of office and appoint another qualified in his stead. The
person so appointed shall hold office during such time as the Director in whose place he is appointed
would have held the same if he had not been removed.
61. REGISTER OF DIRECTORS ETC.
The Company shall keep at its Office, a Register containing the particulars of its Directors, Managing
Directors, Manager, Secretaries and other Persons mentioned in Section 170 of the Act and shall
otherwise comply with the provisions of the said Section in all respects.
The Company shall in respect of each of its Directors and key managerial personnel keep at its Office a
Register, as required by Section 170 of the Act, and shall otherwise duly comply with the provisions of
the said Section in all respects.
55062. DISCLOSURE BY DIRECTOR OF APPOINTMENT TO ANY OTHER BODY CORPORATE
Every Director shall in accordance with the provisions of Companies (Meeting of Board and its Powers)
Rules, 2014 shall disclose his concern or interest in any company or companies or bodies corporate
(including shareholding interest), firms or other association of individuals by giving a notice in
accordance with such rules.
63. MANAGING DIRECTOR(S)/ WHOLE TIME DIRECTOR(S) / EXECUTIVE DIRECTOR(S)/
MANAGER
Subject to the provisions of Sections 196, 197, 203 and Schedule V of the Act and of these Articles, the
Board shall have the power to appoint from time to time any full time employee of the Company as
Managing Director/ whole time director or chief financial officer (CFO) or executive director or manager
of the Company. The Managing Director(s) or the whole time director(s), CFO, manager or executive
director(s), as the case may be, so appointed, shall be responsible for and in charge of the day to day
management and affairs of the Company and subject to the applicable provisions of the Act and these
Articles, the Board shall vest in such Managing Director/s or the whole time director(s), CFO or manager
or executive director(s), as the case may be, all the powers vested in the Board generally. The
remuneration of a Managing Director/ whole time director or executive director or manager may be by
way of monthly payment, fee for each meeting or participation in profits, or by any or all those modes or
any other mode not expressly prohibited by the Act. Board, subject to the consent of the shareholders of
the Company shall have the power to appoint Chairman of the Board as the Managing Director / whole
time director or executive director of the Company or vice versa. The Directors may whenever they
appoint more than one Managing Director, designate one or more of them as joint Managing Director or
"Joint Managing Directors' or "Deputy Managing Directors" as the case may be.
The Managing Directors, by whatever designation given and whole time directors shall also be liable, to
retire by rotation. A Managing Director / whole time director reappointed as a director immediately on
retirement by rotation, shall continue to hold his office of managing director or whole time director, and
such reappointment as such director shall not be deemed to constitute a break in this appointment as
Managing Director / whole time director.
64. PROVISIONS TO WHICH MANAGING DIRECTOR(S)/ WHOLE TIME DIRECTOR(S) /
CHIEF FINANCIAL OFFICER/ EXECUTIVE DIRECTOR(S)/ MANAGER ARE SUBJECT
Notwithstanding anything contained herein, a Managing Director(s) / whole time director(s) / chief
financial officer/ executive director(s) / manager shall, subject to the provisions of any contract between
him/ her and the Company, be subject to the same provisions as to resignation and removal as the other
Directors of the Company, and if he/ she ceases to hold the office of a Director he shall ipso facto and
immediately cease to be a Managing Director(s) / whole time director(s) / Chief Financial Officer /
executive director(s) / manager, and if he ceases to hold the office of a Managing Director(s) / whole
time director(s) / executive director(s)/ manager he shall ipso facto and immediately cease to be a
Director.
65. POWER AND DUTIES OF MANAGING DIRECTOR(S)/ WHOLE TIME DIRECTOR(S) /
CHIEF FINANCIAL OFFICER / EXECUTIVE DIRECTOR(S)/ MANAGER
Subject to the superintendence, control and direction of the Board, the day-to-day management of the
Company shall be in the hands of the Managing Director(s)/ whole time director(s) / Chief Financial
Officer / executive director(s)/ manager in the manner as deemed fit by the Board and subject to the
applicable provisions of the Act, and these Articles, the Board may by resolution vest any such Managing
Director(s)/ whole time director(s) / Chief Financial Officer / executive director(s)/ manager with such
of the powers hereby vested in the Board generally as it thinks fit and such powers may be made
exercisable for such period or periods and upon such conditions and subject to the applicable provisions
of the Act, and these Articles confer such power either collaterally with or to the exclusion of or in
substitution for all or any of the Directors in that behalf and may from time to time revoke, withdraw,
alter or vary all or any of such powers.
55166. POWER TO BE EXERCISED BY THE BOARD ONLY BY MEETING
The Board shall exercise the following powers on behalf of the Company and the said powers shall be
exercised only by resolutions passed at the meeting of the Board: -
(a) to make calls on Shareholders in respect of money unpaid on their shares;
(b) to authorise buy-back of Securities under Section 68 of the Act;
(c) to issue Securities, including Debentures, whether in or outside India;
(d) to borrow money(ies);
(e) to invest the funds of the Company;
(f) to grant loans or give guarantee or provide security in respect of loans;
(g) to approve financial statements and the Board’s report;
(h) to diversify the business of the Company;
(i) to approve amalgamation, merger or reconstruction;
(j) to take over a company or acquire a controlling or substantial stake in another company;
(k) fees/ compensation payable to non-executive directors including independent directors of the
Company; and
(l) any other matter which may be prescribed under the Companies (Meetings of Board and its
Powers) Rules, 2014 and the SEBI Listing Regulations.
The Board may, by a resolution passed at a meeting, delegate to any Committee of Directors,
the Managing Director, or to any person permitted by Law the powers specified in sub-articles
(d) to (f) above.
The aforesaid powers shall be exercised in accordance with the provisions of the Companies
(Meetings of Board and its Powers) Rules, 2014 and shall be subject to the provisions of Section
180 of the Act.
In terms of and subject to the provisions of Section 180 of the Act, the Board may exercise the
following powers subject to receipt of consent by the Company by way of a Special Resolution:
(a) to sell, lease or otherwise dispose of the whole or substantial part of the undertaking of
the Company;
(b) to borrow money; and
(c) any such other matter as may be prescribed under the Act, the SEBI Listing
Regulations and other applicable provisions of Law.
67. PROCEEDINGS OF THE BOARD OF DIRECTORS
(a) Board Meetings shall be held at least once in every 3 (three) month period and there shall be at
least 4 (four) Board Meetings in any calendar year and there should not be a gap of more than
120 (one hundred twenty) days between two consecutive Board Meetings. Meetings shall be
held at the Registered Office, or such a place as may be decided by the Board.
(b) The participation of Directors in a meeting of the Board may be either in person or through
video conferencing or other audio-visual means, as may be prescribed, which are capable of
recording and recognising the participation of the Directors and of recording and storing the
552proceedings of such meetings along with date and time. Any meeting of the Board held through
video conferencing or other audio visual means shall only be held in accordance with the
Companies (Meetings of Board and its Powers) Rules, 2014.
(c) The Company Secretary or any other Director shall, as and when directed by the Chairman or a
Director convene a meeting of the Board by giving a notice in writing to every Director in
accordance with the provisions of the Act and the Companies (Meetings of Board and its
Powers) Rules, 2014.
(d) The Board may meet either at the Office of the Company, or at any other location in India or
outside India as the Chairman or Director may determine.
(e) At least 7 (seven) days’ notice of every meeting of the Board shall be given in writing to every
Director for the time being at his address registered with the Company and such notice shall be
sent by hand delivery or by post or by electronic means. A meeting of the Board may be
convened in accordance with these Articles by a shorter notice in case of any emergency as
directed by the Chairman or the Managing Director or the Executive Director, as the case may
be, subject to the presence of 1 (one) Independent Director in the said meeting. If an Independent
Director is not present in the said meeting, then decisions taken at the said meeting shall be
circulated to all the Directors and shall be final only upon ratification by one independent
Director. Such notice or shorter notice may be sent by post or by fax or e-mail depending upon
the circumstances.
(f) At any Board Meeting, each Director may exercise 1 (one) vote. The adoption of any resolution
of the Board shall require the affirmative vote of a majority of the Directors present at a duly
constituted Board Meeting.
68. QUORUM FOR BOARD MEETING
Subject to the provisions of Section 174 of the Act, the quorum for each Board Meeting shall be one-
third of its total strength or two directors, whichever is higher, including at least one (1) Independent
Director and the presence of Directors by video conferencing or by other audio-visual means shall also
be counted for the purposes of calculating quorum. Provided that where at any time the number of
interested Directors exceeds or is equal to two- thirds of the total strength, the number of the remaining
Directors, that is to say, the number of the Directors who are not interested present at the meeting being
not less than two, shall be the quorum during such meeting.
If any duly convened Board Meeting cannot be held for want of a quorum, then such a meeting shall
automatically stand adjourned for 7 (seven) days after the original meeting at the same time and place,
or if that day is a national holiday, on the succeeding day which is not a public holiday to the same time
and place. Provided however, the adjourned meeting may be held on such other date and such other place
as may be unanimously agreed to by all the Directors in accordance with the provisions of the Act.
69. QUESTIONS AT THE BOARD MEETINGS HOW DECIDED
(a) Questions arising at any meeting of the Board, other than as specified in these Articles and the
Act, if any, shall be decided by a majority vote. In the case of an equality of votes, the Chairman
shall have a second or casting vote.
(b) No regulation made by the Company in Shareholders’ Meeting, shall invalidate any prior act of
the Board, which would have been valid if that regulation had not been made.
70. ELECTION OF CHAIRMAN OF BOARD
(a) The Board may elect a chairman of its meeting and determine the period for which he is to hold
office.
(b) If no such chairman is elected, or at any meeting the chairman is not present within five minutes
after the time appointed for holding the meeting the Directors present may choose one among
themselves to be the chairman of the meeting.
55371. POWERS OF THE BOARD
Subject to the applicable provisions of the Act, these Articles and other applicable provisions of Law: -
(a) The Board shall be entitled to exercise all such power and to do all such acts and things as the
Company is authorised to exercise and do under the applicable provisions of the Act or by the
Memorandum and Articles of Association of the Company.
(b) The Board is vested with the entire management and control of the Company, including as
regards any and all decisions and resolutions to be passed, for and on behalf of the Company.
(c) Provided that the Board shall not, except with the consent of the Company by a Special
Resolution:-
i. Sell, lease or otherwise dispose of the whole, or substantially the whole, of the
undertaking of the Company, or where the Company owns more than one undertaking,
of the whole, or substantially the whole, of any such undertaking. The term ‘undertaking’
and the expression ‘substantially the whole of the undertaking’ shall have the meaning
ascribed to them under the provisions of Section 180 of the Act;
ii. Remit, or give time for repayment of, any debt due by a Director;
iii. Invest otherwise than in trust securities the amount of compensation received by the
Company as a result of any merger or amalgamation; and
iv. Borrow money(ies) where the money(ies) to be borrowed together with the money(ies)
already borrowed by the Company (apart from temporary loans obtained from the
Company’s bankers in the ordinary course of businesses), will exceed the aggregate of
the paid-up Capital, free reserves and securities premium of the Company.
72. COMMITTEES AND DELEGATION BY THE BOARD
The Board of Directors of the Company shall constitute such Committees as may be required under the
Act, applicable provisions of Law and the SEBI Listing Regulations. Without prejudice to the powers
conferred by the other Articles and so as not to in any way to limit or restrict those powers, the Board
may, subject to the provisions of Section 179 of the Act, delegate any of its powers to the Managing
Director(s), the executive director(s) or manager or the chief financial officer, Company Secretary, chief
executive officer of the Company. The Managing Director(s), the executive director(s) or the manager
or the chief financial officer, Company Secretary, chief executive officer(s) as aforesaid shall, in the
exercise of the powers so delegated, conform to any regulations that may from time to time be imposed
on them by the Board and all acts done by them in exercise of the powers so delegated and in conformity
with such regulations shall have the like force and effect as if done by the Board.
Subject to the applicable provisions of the Act, the requirements of Law and these Articles, the Board
may delegate any of its powers to Committees of the Board consisting of such member or members of
the Board as it thinks fit, and it may from time to time revoke and discharge any such committee of the
Board either wholly or in part and either as to Persons or purposes. Every Committee of the Board so
formed shall, in the exercise of the powers so delegated, conform to any regulations that may from time
to time be imposed on it by the Board. All acts done by any such Committee of the Board in conformity
with such regulations and in fulfillment of the purposes of their appointment but not otherwise, shall
have the like force and effect as if done by the Board.
The meetings and proceedings of any such Committee of the Board consisting of two or more members
shall be governed by the provisions herein contained for regulating the meetings and proceedings of the
Directors, so far as the same are applicable thereto and are not superseded by any regulation made by the
Directors under the last preceding Article.
The Board of the Company shall in accordance with the provisions of the Companies (Meetings of the
Board and its Powers) Rules, 2014 or any other Law and the provisions of the SEBI Listing Regulations,
form such committees as may be required under such rules in the manner specified therein, if the same
554are applicable to the Company.
73. ACTS OF BOARD OR COMMITTEE VALID NOTWITHSTANDING INFORMAL
APPOINTMENT
All acts undertaken at any meeting of the Board or of a Committee of the Board, or by any person acting
as a Director shall, notwithstanding that it may afterwards be discovered that there was some defect in
the appointment of such Director or Persons acting as aforesaid, or that they or any of them were
disqualified or had vacated office or that the appointment of any of them had been terminated by virtue
of any provisions contained in the Act or in these Articles, be as valid as if every such person had been
duly appointed, and was qualified to be a Director . Provided that nothing in this Article shall be deemed
to give validity to the acts undertaken by a Director after his appointment has been shown to the Company
to be invalid or to have been terminated.
74. PASSING OF RESOLUTION BY CIRCULATION
No resolution shall be deemed to have been duly passed by the Board or by a Committee thereof by
circulation, unless the resolution has been circulated in draft form, together with the necessary papers, if
any, to all the Directors, or members of the Committee, as the case may be, at their addresses registered
with the Company in India by hand delivery or by post or by courier, or through such electronic means
as may be provided under the Companies (Meetings of Board and its Powers) Rules, 2014 and has been
approved by majority of Directors or members of the Committee, who are entitled to vote on the
resolution. However, in case one-third of the total number of Directors for the time being require that
any resolution under circulation must be decided at a meeting, the chairperson shall put the resolution to
be decided at a meeting of the Board.
A resolution mentioned above shall be noted at a subsequent meeting of the Board or the Committee
thereof, as the case may be, and made part of the minutes of such meeting.
75. MINUTES OF THE PROCEEDINGS OF THE MEETING OF THE BOARD
(a) The Company shall prepare minutes of each Board Meeting and the entries thereof in books kept
for that purpose with their pages consecutively numbered. Such minutes shall contain a fair and
correct summary of the proceedings conducted at the Board Meeting.
(b) The Company shall circulate the minutes of the meeting to each Director within 15 (fifteen) days
after the Board Meeting.
(c) Each page of every such book shall be initialed or signed and the last page of the record of
proceedings of each meeting in such book shall be dated and signed by the Chairman of the said
meeting or the Chairman of the next succeeding meeting.
(d) In no case the minutes of proceedings of a meeting shall be attached to any such book as aforesaid
by pasting or otherwise.
(e) The minutes of each meeting shall contain a fair and correct summary of the proceedings thereat
and shall also contain: -
(i) all appointments of Officers;
(ii) the names of the Directors present at each meeting of the Board;
(iii) all resolutions and proceedings of the meetings of the Board;
(iv) the names of the Directors, if any, dissenting from, or not concurring in, any resolution
passed by the Board.
(f) Nothing contained in sub Articles (a) to (e) above shall be deemed to require the inclusion in any
such minutes of any matter which in the opinion of the Chairman of the meeting: -
555(i) is or could reasonably be regarded as defamatory of any person;
(ii) is irrelevant or immaterial to the proceedings; or
(iii) is detrimental to the interests of the Company.
(g) The Chairman shall exercise absolute discretion in regard to the inclusion or non-inclusion of any
matter in the minutes on the ground specified in sub Article (f) above.
(h) Minutes of meetings kept in accordance with the aforesaid provisions shall be evidence of the
proceedings recorded therein.
(i) The minutes kept and recorded under this Article shall also comply with the provisions of
Secretarial Standard 1 issued by the Institute of Company Secretaries of India constituted under
the Company Secretaries Act, 1980 and approved as such by the Central Government and
applicable provisions of the Act and Law.
76. REGISTER OF CHARGES
The Directors shall cause a proper register to be kept, in accordance with the applicable provisions of the
Act, of all mortgages and charges specifically affecting the property of the Company and shall duly
comply with the requirements of the applicable provisions of the Act in regard to the registration of
mortgages and charges therein specified.
77. CHARGE OF UNCALLED CAPITAL
Where any uncalled capital of the Company is charged as security or other security is created on such
uncalled capital, the Directors may authorise, subject to the applicable provisions of the Act and these
Articles, making calls on the Shareholders in respect of such uncalled capital in trust for the Person in
whose favour such charge is executed.
78. SUBSEQUENT ASSIGNS OF UNCALLED CAPITAL
Where any uncalled capital of the Company is charged, all Persons taking any subsequent charge thereon
shall take the same subject to such prior charges and shall not be entitled to obtain priority over such
prior charge.
79. CHARGE IN FAVOUR OF DIRECTOR FOR INDEMNITY
If the Director or any Person, shall become personally liable for the payment of any sum primarily due
from the Company, the Board may execute or cause to be executed, any mortgage, charge or security
over or affecting the whole or part of the assets of the Company by way of indemnity to secure the
Directors or other Persons so becoming liable as aforesaid from any loss in respect of such liability.
80. OFFICERS
(a) The Company shall have its own professional management and such officers shall be appointed
from time to time as designated by its Board. The officers of the Company shall serve at the
discretion of the Board.
(b) The officers of the Company shall be responsible for the implementation of the decisions of the
Board, subject to the authority and directions of the Board and shall conduct the day to day
business of the Company.
(c) The officers of the Company shall be the Persons in charge of and responsible to the Company
for the conduct of the business of the Company and shall be concerned and responsible to ensure
full and due compliance with all statutory laws, rules and regulations as are required to be
complied with by the Company and/or by the Board of the Company.
(d) Qualified experienced managerial executives and other officers shall be appointed for the
556operation and conduct of the business of the Company.
(e) The Board shall appoint with the approval of the Chairman, the President and/or Chief
Executive Officer and/or Chief Operating Officer of the Company, as well as persons who will
be appointed to the posts of senior executive management.
81. THE SECRETARY
Subject to the provisions of Section 203 of the Act, the Board may, from time to time, appoint any
individual as Secretary of the Company to perform such functions, which by the Act or these Articles for
the time being of the Company are to be performed by the Secretary and to execute any other duties
which may from time to time be assigned to him by the Board. The Board may confer upon the Secretary
so appointed any powers and duties as are not by the Act or by these Articles required to be exercised by
the Board and may from time to time revoke, withdraw, alter or vary all or any of them. The Board may
also at any time appoint some individual (who need not be the Secretary), to maintain the Registers
required to be kept by the Company.
82. DIRECTORS’ & OFFICERS’ LIABILITY INSURANCE
Subject to the provisions of the Act and Law, the Company shall procure, at its own cost, comprehensive
directors and officers liability insurance for each Director which shall not form a part of the remuneration
payable to the Directors in the circumstances described under Section 197 of the Act: -
(a) on terms approved by the Board;
(b) which includes each Director as a policyholder;
(c) is from an internationally recognised insurer approved by the Board; and
(d) for coverage for claims of an amount as may be decided by the Board, from time to time.
83. SEAL
(a) The Company shall also be at liberty to have an official Seal(s) in accordance with the provisions
of the Act, for use in any territory, district or place outside India.
(b) The seal of the Company shall not be affixed to any instrument except by the authority of a
resolution of the Board or of a committee of the Board authorised by it in that behalf, and except
in the presence of at least two (2) directors or of one director and the secretary or of one director
and such other person as the Board may appoint for the purpose; and those directors or secretary
or other person aforesaid shall sign every instrument to which the seal of the company is so
affixed in their presence.
84. ACCOUNTS
(a) The Company shall prepare and keep at the Office books of accounts or other relevant books
and papers and financial statements for every financial year which give a true and fair view of
the state of affairs of the Company, including its branch office or offices, if any, in accordance
with the Act, Rules and as required under the applicable Law, and explain the transactions
effected both at the Office and its branches and such books shall be kept on accrual basis and
according to the double entry system of accounting.
(b) Where the Board decides to keep all or any of the books of account at any place other than the
Office, the Company shall, within 7 (seven) days of the decision, file with the Registrar, a notice
in writing giving the full address of that other place. The Company may also keep such books
of accounts or other relevant papers in electronic mode in accordance with the provisions of the
Act.
(c) The Company shall preserve in good order the books of account relating to a period of not less
than eight years preceding the current year.
557(d) When the Company has a branch office, whether in or outside India, the Company shall be
deemed to have complied with this Article if proper books of account relating to the transactions
effected at the branch office are kept at the branch office and proper summarised returns made
up to dates at intervals of not more than three months, are sent by the branch office to the
Company at its office or at the other place in India, at which the Company’s books of account
are kept as aforesaid.
(e) No Shareholder (not being a Director) shall have any right of inspecting any account or books
or documents of the Company except specified under the Act and Law.
(f) In accordance with the provisions of the Act, along with the financial statements laid before the
Shareholders, there shall be laid a ‘Board’s report’ which shall include:
(i) the extract of the annual return as provided under sub-section (3) of Section 92 of the
Act;
(ii) number of meetings of the Board;
(iii) Directors’ responsibility statement as per the provisions of Section 134 (5) of the Act;
(iv) a statement on declaration given by Independent Directors under sub-section (6) of
Section 149 of the Act;
(v) in the event applicable, as specified under sub-section (1) of Section 178 of the Act,
Company’s policy on Directors’ appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of a Director and other
matters provided under sub-section (3) of Section 178 of the Act;
(vi) explanations or comments by the Board on every qualification, reservation or adverse
remark or disclaimer made-
1. by the auditor in his report; and
2. by the company secretary in practice in his secretarial audit report;
(vii) particulars of loans, guarantees or investments under Section 186 of the Act;
(viii) particulars of contracts or arrangements with related parties referred to in sub-section
(1) of Section 188 in the prescribed form;
(ix) the state of the Company’s affairs;
(x) the amounts, if any, which it proposes to carry to any reserves;
(xi) the amount, if any, which it recommends should be paid by way of Dividends;
(xii) material changes and commitments, if any, affecting the financial position of the
Company which have occurred between the end of the financial year of the Company
to which the financial statements relate and the date of the report;
(xiii) the conservation of energy, technology absorption, foreign exchange earnings and
outgo, in such manner as may be prescribed;
(xiv) a statement indicating development and implementation of a risk management policy
for the Company including identification therein of elements of risk, if any, which in
the opinion of the Board may threaten the existence of the Company;
(xv) the details about the policy developed and implemented by the Company on corporate
social responsibility initiatives taken during the year;
(xvi) a statement indicating the manner in which formal annual evaluation has been made
558by the Board of its own performance and that of its committees and individual
Directors, as may be prescribed for listed companies; and
(xvii) such other matters as may be prescribed under the Law, from time to time.
(g) All the aforesaid books shall give a fair and true view of the affairs of the Company or its branch
office, as the case may be, with respect to the matters herein and explain its transactions.
(h) The Company shall comply with the requirements of Section 136 of the Act.
85. AUDIT AND AUDITORS
(a) Auditors shall be appointed and their rights and duties shall be regulated in accordance with
Sections 139 to 147 of the Act and as specified under Law.
(b) Every account of the Company when audited shall be approved by a Shareholders’ Meeting, to
the extent required under the Act and shall be conclusive except as regards any error discovered
therein within three months next after the approval thereof. Whenever any such error is
discovered within that period the account shall forthwith be corrected, and henceforth shall be
conclusive.
(c) Every balance sheet and profit and loss account shall be audited by one or more Auditors to be
appointed as hereinafter set out.
(d) Where at an Annual General Meeting, no Auditors are appointed, the Central Government may
appoint a person to fill the vacancy and fix the remuneration to be paid to him by the Company
for his services.
(e) The Company shall within 7 (seven) days of the Central Government’s power under sub-article
(e) becoming exercisable, give notice of that fact to the Government.
(f) The Directors may fill any casual vacancy in the office of an Auditor but while any such vacancy
continues, the remaining auditors (if any) may act. Where such a vacancy is caused by the
resignation of an Auditor, the vacancy shall only be filled by the Company in Shareholders’
Meeting.
(g) A person, other than a retiring Auditor, shall not be capable of being appointed at an Annual
General Meeting unless special notice of a resolution of appointment of that person to the office
of Auditor has been given by a Shareholder to the Company not less than 14 (fourteen) days
before the meeting in accordance with Section 115 of the Act, and the Company shall send a
copy of any such notice to the retiring Auditor and shall give notice thereof to the Shareholders
in accordance with provisions of Section 115 of the Act and all the other provision of Section
140 of the Act shall apply in the matter. The provisions of this sub-article shall also apply to a
resolution that a retiring auditor shall not be re- appointed.
(h) The persons qualified for appointment as Auditors shall be only those referred to in Section 141
of the Act.
(i) None of the persons mentioned in Section 141 of the Act as are not qualified for appointment
as auditors shall be appointed as Auditors of the Company.
86. AUDIT OF BRANCH OFFICES
The Company shall comply with the applicable provisions of the Act and the Companies (Audit and
Auditor) Rules, 2014 in relation to the audit of the accounts of branch offices of the Company.
87. REMUNERATION OF AUDITORS
The remuneration of the Auditors shall be fixed by the Company as authorised in Shareholders’ Meeting
from time to time in accordance with the provisions of the Act and the Companies (Audit and Auditor)
559Rules, 2014.
88. DOCUMENTS AND NOTICES
(a) A document or notice may be given or served by the Company to or on any Shareholder whether
having his registered address within or outside India either personally or by sending it by post
to him to his registered address or by email.
(b) Where a document or notice is sent by post, service of the document or notice shall be deemed
to be effected by properly addressing, prepaying and posting a letter containing the document
or notice, provided that where a Shareholder has intimated to the Company in advance that
documents or notices should be sent to him under a certificate of posting or by registered post
with or without acknowledgement due or by cable and has deposited with the Company a sum
sufficient to defray the expenses of doing so, service of the document or notice shall be deemed
to be effected unless it is sent in the manner intimated by the Shareholder. Such service shall be
deemed to have effected in the case of a notice of a meeting, at the expiration of forty eight
hours after the letter containing the document or notice is posted and in any case, at the time at
which the letter would be delivered in the ordinary course of post or the cable would be
transmitted in the ordinary course.
(c) A document or notice may be given or served by the Company to or on the joint-holders of a
Share by giving or serving the document or notice to or on the joint-holder named first in the
Register of Members in respect of the Share.
(d) Every Person, who by operation of Law, transfer or other means whatsoever, shall become
entitled to any Share, shall be bound by every document or notice in respect of such Share,
which previous to his name and address being entered on the Register of Members, shall have
been duly served on or given to the Person from whom he derives his title to such Share.
(e) Any document or notice to be given or served by the Company may be signed by a Director or
the Secretary or some Person duly authorised by the Board for such purpose and the signature
thereto may be written, printed, photostat or lithographed.
(f) All documents or notices to be given or served by Shareholders on or to the Company or to any
officer thereof shall be served or given by sending the same to the Company or officer at the
Office by post under a certificate of posting or by registered post or by leaving it at the Office.
(g) Where a Document is sent by electronic mail, service thereof shall be deemed to be effected
properly, where a shareholder has registered his electronic mail address with the Company and
has intimated the Company that documents should be sent to his registered email address,
without acknowledgement due. Provided that the Company, shall provide each shareholder an
opportunity to register his email address and change therein from time to time with the Company
or the concerned Depository. The Company shall fulfill all conditions required by Law, in this
regard.
89. SHAREHOLDERS TO NOTIFY ADDRESS IN INDIA
Each registered Shareholder from time to time notify in writing to the Company such place in India to
be registered as his address and such registered place of address shall for all purposes be deemed to be
his place of residence.
90. SERVICE ON SHAREHOLDERS HAVING NO REGISTERED ADDRESS
If a Shareholder does not have registered address in India, and has not supplied to the Company any
address within India, for the giving of the notices to him, a document advertised in a newspaper
circulating in the neighbourhood of Office of the Company shall be deemed to be duly served to him on
the day on which the advertisement appears.
56091. SERVICE ON PERSONS ACQUIRING SHARES ON DEATH OR INSOLVENCY OF
SHAREHOLDERS
A document may be served by the Company on the Persons entitled to a share in consequence of the
death or insolvency of a Shareholders by sending it through the post in a prepaid letter addressed to them
by name or by the title or representatives of the deceased, assignees of the insolvent by any like
description at the address (if any) in India supplied for the purpose by the Persons claiming to be so
entitled, or (until such an address has been so supplied) by serving the document in any manner in which
the same might have been served as if the death or insolvency had not occurred.
92. NOTICE BY ADVERTISEMENT
Subject to the applicable provisions of the Act, any document required to be served or sent by the
Company on or to the Shareholders, or any of them and not expressly provided for by these Articles,
shall be deemed to be duly served or sent if advertised in a newspaper circulating in the district in which
the Office is situated.
93. DIVIDEND POLICY
(a) The profits of the Company, subject to any special rights relating thereto being created or
authorised to be created by the Memorandum or these Articles and subject to the provisions of
these Articles shall be divisible among the Shareholders in proportion to the amount of Capital
paid-up or credited as paid-up and to the period during the year for which the Capital is paid-up
on the shares held by them respectively. Provided always that, (subject as aforesaid), any Capital
paid-up on a Share during the period in respect of which a Dividend is declared, shall unless the
Directors otherwise determine, only entitle the holder of such Share to an apportioned amount
of such Dividend as from the date of payment.
(b) Subject to the provisions of Section 123 of the Act the Company in Shareholders’ Meeting may
declare Dividends, to be paid to Shareholders according to their respective rights and interests
in the profits. No Dividends shall exceed the amount recommended by the Board, but the
Company in Shareholders’ Meeting may, declare a smaller Dividend, and may fix the time for
payments not exceeding 30 (thirty) days from the declaration thereof.
(c) (i) No Dividend shall be declared or paid otherwise than out of profits of the Financial
Year arrived at after providing for depreciation in accordance with the provisions of
Section 123 of the Act or out of the profits of the Company for any previous Financial
Year or years arrived at after providing for depreciation in accordance with those
provisions and remaining undistributed or out of both, provided that in computing
profits any amount representing unrealised gains, notional gains or revaluation of
assets and any change in carrying amount of an asset or of a liability on measurement
of the asset or the liability at fair value shall be excluded. The Company shall not
declare Dividend unless carried over previous losses and depreciation not provided in
previous Financial Year or years are set off against profit of the Company for the
Financial Year for which the Dividend is proposed to be declared. Where the Company
proposes to declare dividend out of the accumulated profits earned by it in previous
years and transferred by the company to the free reserves, owing to inadequacy or
absence of profits in the Financial Year for which the Dividends are proposed to be
declared, such declaration of Dividend shall not be made except in accordance with
provisions of the Act and the Rules.
(ii) The declaration of the Board as to the amount of the net profits shall be conclusive.
(d) The Board may, from time to time, pay to the Shareholders such interim Dividend as in their
judgment the position of the Company justifies in accordance with the provisions of the Section
123 of the Act.
(e) Where Capital is paid in advance of calls upon the footing that the same shall carry interest,
such Capital shall not whilst carrying interest, confer a right to participate in profits or Dividend.
561(f) (i) Subject to the rights of Persons, if any, entitled to shares with special rights as to
Dividend, all Dividends shall be declared and paid according to the amounts paid or
credited as paid on the shares in respect whereof Dividend is paid but if and so long as
nothing is paid upon any shares in the Company, Dividends may be declared and paid
according to the amount of the shares.
(ii) No amount paid or credited as paid on shares in advance of calls shall be treated for
the purpose of the relevant regulation(s) as paid on shares.
(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 shares are issued on terms providing that it shall
rank for Dividend as from a particular date such shares shall rank for Dividend
accordingly.
(g) Subject to the applicable provisions of the Act and these Articles, the Board may retain the
Dividends payable upon shares in respect of any Person, until such Person shall have become a
Shareholder, in respect of such shares or until such shares shall have been duly transferred to
him.
(h) Any one of several Persons who are registered as the joint-holders of any Share may give
effectual receipts for all Dividends or bonus and payments on account of Dividends or bonus or
sale proceeds of fractional certificates or other money(ies) payable in respect of such shares.
(i) Subject to the applicable provisions of the Act, no Shareholder shall be entitled to receive
payment of any interest or Dividends in respect of his Share(s), whilst any money may be due
or owing from him to the Company in respect of such Share(s); either alone or jointly with any
other Person or Persons; and the Board may deduct from the interest or Dividend payable to any
such Shareholder all sums of money so due from him to the Company.
(j) Subject to Section 126 of the Act, a transfer of shares shall not pass the right to any Dividend
declared thereon before the registration of the transfer.
(k) Unless otherwise directed any Dividend shall be paid through electronic mode of payment
facility approved by the Reserve Bank of India. Where it is not possible to use electronic mode
of payment, dividend may be paid by ‘payable at par’ cheques or warrants sent by post or courier
or by any other legally permissible means to the registered address of the Shareholder or Person
entitled or in case of joint-holders to that one of them first named in the Register of Members
in respect of the joint-holding. Every such cheque or warrant shall be made payable to the order
of the Person to whom it is sent and in case of joint-holders to that one of them first named in
the Register of Members in respect of the joint-holding. The Company shall not be liable or
responsible for any cheque or warrant or pay slip or receipt lost in transmission, or for any
Dividend lost to a Shareholder or Person entitled thereto, by a forged endorsement of any cheque
or warrant or a forged signature on any pay slip or receipt of a fraudulent recovery of Dividend.
If 2 (two) or more Persons are registered as joint-holders of any Share(s) any one of them can
give effectual receipts for any money(ies) payable in respect thereof. Several Executors or
Administrators of a deceased Shareholder in whose sole name any Share stands shall for the
purposes of this Article be deemed to be joint-holders thereof.
(l) No unpaid Dividend shall bear interest as against the Company.
(m) Any Shareholders’ Meeting declaring a Dividend may on the recommendation of the Board,
make a call on the Shareholders of such amount as the Shareholders’ Meeting fixes, but so that
the call on each Shareholder shall not exceed the Dividend payable to him, and so that the call
will be made payable at the same time as the Dividend; and the Dividend may, if so arranged as
between the Company and the Shareholders, be set-off against such calls.
(n) Notwithstanding anything contained in this Article, the dividend policy of the Company shall
be governed by the applicable provisions of the Act and Law.
562(o) The Company may pay dividends on shares in proportion to the amount paid-up on each Share
in accordance with Section 51 of the Act.
94. UNPAID OR UNCLAIMED DIVIDEND
(a) If the Company has declared a Dividend but which has not been paid or the Dividend warrant
in respect thereof has not been posted or sent within 30 (thirty) days from the date of declaration,
transfer the total amount of dividend, which remained unpaid or unclaimed within 7 (seven)
days from the date of expiry of the said period of 30 (thirty) days to a special account to be
opened by the Company in that behalf in any scheduled bank or private sector bank, to be called
“Unpaid Dividend Account of Smartworks Coworking Spaces Limited”.
(b) Any money so transferred to the unpaid Dividend account of the Company which remains
unpaid or unclaimed for a period of 7 (seven) years from the date of such transfer, shall be
transferred by the Company to the Fund established under sub-section (1) of Section 125 of the
Act, viz. “Investors Education and Protection Fund”.
(c) No unpaid or unclaimed Dividend shall be forfeited by the Board before the claim becomes
barred by Law and such forfeiture, if effected, shall be annulled in appropriate cases.
95. CAPITALISATION OF PROFITS
The Company in Shareholders’ 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 Company’s profit and loss
account or otherwise, as available for distribution, and
(b) that such sum be accordingly set free from distribution in the manner specified herein below in
sub-article (c) as amongst the Shareholders who would have been entitled thereto, if distributed
by way of Dividends and in the same proportions.
(c) The sum aforesaid shall not be paid in cash but shall be applied either in or towards:
(i) paying up any amounts for the time being unpaid on any shares held by such Shareholders
respectively;
(ii) paying up in full, un-issued shares of the Company to be allotted, distributed and credited as
fully Paid up, to and amongst such Shareholders in the proportions aforesaid; or
(iii) partly in the way specified in sub-article (i) and partly in the way specified in sub- article (ii).
(d) A share premium account may be applied as per Section 52 of the Act, and a capital redemption
reserve account may, duly be applied in paying up of unissued shares to be issued to
Shareholders of the Company as fully paid bonus shares.
96. RESOLUTION FOR CAPITALISATION OF RESERVES AND ISSUE OF FRACTIONAL
CERTIFICATE
(a) The Board shall give effect to a Resolution passed by the Company in pursuance of this Article.
(b) Whenever such a Resolution as aforesaid shall have been passed, the Board shall:
(i) make all appropriation and applications of undivided profits (resolved to be capitalised thereby),
and all allotments and issues of fully paid shares or Securities, if any; and
(ii) generally do all acts and things required to give effect thereto.
(c) The Board shall have full power:
563i. to make such provisions, by the issue of fractional certificates or by payments in cash
or otherwise as it thinks fit, in the case of shares or Debentures becoming distributable
in fraction; and
ii. to authorise any Person, on behalf of all the Shareholders entitled thereto, to enter into
an agreement with the Company providing for the allotment to such Shareholders,
credited as fully Paid up, of any further shares or Debentures to which they may be
entitled upon such capitalisation or (as the case may require) for the payment of by the
Company on their behalf, by the application thereto of their respective proportions of
the profits resolved to be capitalised of the amounts or any parts of the amounts
remaining unpaid on the shares.
(d) Any agreement made under such authority shall be effective and binding on all such
shareholders.
97. DISTRIBUTION OF ASSETS IN SPECIE OR KIND UPON WINDING UP
(a) 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 shareholders, 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.
(b) 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 Shareholders or different classes of Shareholders.
(c) 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
Shareholder shall be compelled to accept any shares or other Securities whereon there is any
liability.
98. DIRECTOR’S AND OTHER’S RIGHTS TO INDEMNITY
Subject to the provisions of Section 197 of the Act, every Director, manager and other Officer or
employee of the Company shall be indemnified by the Company against any liability incurred by him in
the ordinary course of business and it shall be the duty of the Directors to pay out from the funds of the
Company all costs, losses and expenses which any Director, manager, Officer or employee may incur or
become liable to by reason of any contact entered into by him on behalf of the Company or in any way
in the discharge of his duties and in particular, and so as not to limit the generality of the foregoing
provisions against all liabilities incurred by him as such Director, manager, Officer or employee in
defending any proceedings, whether civil or criminal in which judgement is given in his favour or he is
acquitted or in connection with any application under Section 463 of the Act in which relief is granted
by the court and the amount for which such indemnity is provided shall immediately attach as a lien on
the property of the Company and have priority as between the Shareholders over all the claims.
99. DIRECTOR’S ETC. NOT LIABLE FOR CERTAIN ACTS
Subject to the provision of Section 197 of the Act, no Director, manager, Officer or employee of the
Company shall be liable for the acts, defaults, receipts and neglects of any other Director, manager,
Officer or employee or for joining in any receipts or other acts for the sake of conformity or for any loss
or expenses happening to the Company through the insufficiency or deficiency of any security in or upon
which any of the monies of the Company shall be invested or for any loss or damage arising from the
bankruptcy, insolvency or tortuous act of any Person with whom any monies, securities or effects shall
be deposited or for any loss occasioned by an error of judgement or oversight on his part, or for any other
loss, damage or misfortune whatsoever which shall happen in the execution thereof unless the same shall
happen through negligence, default, misfeasance, breach of duty or breach of trust. Without prejudice to
the generality foregoing it is hereby expressly declared that any filing fee payable or any document
required to be filed with the registrar of the companies in respect of any act done or required to be done
by any Director or other Officer by reason of his holding the said office shall be paid and borne by the
Company.
564100. INSPECTION BY SHAREHOLDERS
The register of charges, register of investments, register of members, books of accounts and the minutes
of the general meetings of the Company shall be kept at the Office of the Company and shall be open for
inspection of any Shareholder without charge during business hours for such periods as determined by
the Board, subject to applicable provisions of the Act. In the event such Shareholder conducting
inspection of the abovementioned documents requires extracts of the same, the Company may charge a
fee as may be prescribed under the Act or other applicable provisions of law. Provided that a member
who has made a request for provision of a soft copy of the minutes of any previous general meeting held
during the period immediately preceding three financial years, shall be entitled to be furnished with the
same free of cost.
101. AMENDMENT TO MEMORANDUM AND ARTICLES OF ASSOCIATION
The Company may amend its Memorandum of Association and Articles of Association in accordance
with Sections 13, 14 and 15 of the Act and such other provisions of Law, as may be applicable from
time-to-time. The shareholders shall vote for all the equity shares owned or held on record by such
shareholders at any Annual or Extraordinary General meeting of the company in accordance with these
Articles.
(a) The shareholders shall not pass any resolution or take any decision which is contrary to any of
the terms of these Articles.
(b) The Articles of the company shall not be amended unless (i) Shareholders holding not less than
75% of the Equity shares (and who are entitled to attend and vote) cast votes in favour of each
such amendment/s to the Articles.
102. SECRECY
Subject to applicable law, no Shareholder shall be entitled to inspect the Company’s work without
permission of the Managing Director/Directors or to require discovery of any information respectively
any details of Company’s trading or any matter which is or may be in the nature of a trade secret, history
of trade or secret process which may be related to the conduct of the business of the Company and which
in the opinion of the Managing Director/Directors will be inexpedient in the interest of the Shareholders
of the Company to communicate to the public.
103. DUTIES OF THE OFFICER TO OBSERVE SECRECY
Every Director, Managing Director(s), manager, Secretary, Auditor, trustee, members of the committee,
Officer, servant, agent, accountant or other Persons employed in the business of the Company shall, if so
required by the Director before entering upon his duties, or any time during his term of office, sign a
declaration pledging himself to observe secrecy relating to all transactions of the Company and the state
of accounts and in matters relating thereto and shall by such declaration pledge himself not to reveal any
of such matters which may come to his knowledge in the discharge of his official duties except which
are required to do so by the Directors or the Auditors, or by resolution of the Company in the
Shareholders’ Meeting or by a court of law and except so far as may be necessary in order to comply
with any of the provision of these Articles or Law. Nothing herein contained shall affect the powers of
the Central Government or any officer appointed by the government to require or to hold an investigation
into the Company’s affair.
104. GENERAL POWER
Wherever in the Act or Law, it has been provided that the Company shall have any right, privilege or
authority or that the Company could carry out any transaction only if the Company is so authorised by
its articles, then and in that case this Article authorises and empowers the Company to have such rights,
privileges or authorities and to carry such transactions as have been permitted by the Act or Law, without
there being any specific Article in that behalf herein provided.
At any point of time from the date of adoption of these Articles, if the Articles are or become contrary to
565the provisions of the SEBI Listing Regulations, the provisions of the SEBI Listing Regulations shall
prevail over the Articles to such extent and the Company shall discharge all its obligations as prescribed
under the SEBI Listing Regulations, from time to time.
105. ARBITRATION
Whenever any differences or disputes arise between the Company on the one hand and any of the
members or their heirs, executors, administrators or assigns interest touching the true intent or
construction or touching anything then or thereafter done, executed, committed or suffered in pursuance
of these presents or of the statues or touching any breach, or otherwise relating to the premises or to any
affairs of the Company every such difference or dispute shall be referred to the decision of any arbitrator
to be appointed by the parties to the dispute or in difference, or if they cannot agree upon a single
arbitrator to the decision of two arbitrators, of whom one shall be appointed by each of the parties to the
dispute. Such arbitration will be governed by the laws for the time being in force.
Notwithstanding anything contained in these Articles, the instructions / guidelines issued from time to
time by the Ministry of Corporate Affairs or SEBI by way of circulars / notifications etc. in respect of
any of the matters with regard to powers of the board/convening / conducting of board meetings /
committee meetings / shareholders’ meetings, minutes of the meetings, sending of annual report by e-
mail, video- conferencing and maintenance of registers / records etc., shall have overriding effect on
these Articles for compliance thereof.
566PART B
Part B of the Articles provide for, among other things, the rights of certain shareholders pursuant to the SHA. For
more details, see “History and Certain Corporate Matters – Details of subsisting shareholders’ agreements” on
page 303.
567SECTION XI - OTHER INFORMATION
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION
The copies of the following documents and contracts (not being contracts entered into in the ordinary course of
business carried on by our Company) which are, or may be deemed material, were entered into by our Company
were attached to the copy of the Red Herring Prospectus and this Prospectus, which were filed with the RoC, were
available for inspection at our Registered Office/Corporate Office from 10.00 a.m. to 5.00 p.m. on Working Days
and were also made available on our website at https://smartworksoffice.com/investors/ from the date of the Red
Herring Prospectus until the Bid/Offer Closing Date (except for such documents or agreements executed after the
Bid/Offer Closing Date).
Any of the contracts or documents mentioned in this Prospectus may be amended or modified at any time if so,
required in the interest of our Company or if required by other parties, without reference to the Shareholders,
subject to compliance with the provisions contained in the Companies Act and other relevant laws.
Material contracts to the Offer
1. Offer agreement dated August 14, 2024, the first amendment to the offer agreement dated January 23, 2025,
and the second amendment to the offer agreement dated June 19, 2025 entered into among our Company,
the Selling Shareholders and the BRLMs;
2. Registrar agreement dated August 13, 2024 entered into among our Company, the Selling Shareholders
and the Registrar to the Offer;
3. Monitoring Agency Agreement dated July 4, 2025 entered into between our Company and the Monitoring
Agency;
4. Cash escrow and sponsor banks agreement dated July 4, 2025 entered into among our Company, the Selling
Shareholders, the BRLMs, the Syndicate Members, Bankers to the Offer and the Registrar to the Offer;
5. Share escrow agreement dated February 10, 2025 and first amendment to the share escrow agreement dated
July 4, 2025 entered into among the Selling Shareholders, our Company and the Share Escrow Agent;
6. Syndicate agreement dated July 4, 2025 entered into among our Company, the Selling Shareholders, the
BRLMs, the Syndicate Members and the Registrar to the Offer; and
7. Underwriting agreement dated July 14, 2025 entered into among our Company, the Selling Shareholders,
the Registrar to the Offer and the Underwriters.
Material documents
1. Certified copies of our Memorandum of Association and Articles of Association, as amended from time to
time;
2. Certificate of incorporation dated December 17, 2015 issued by Registrar of Companies, West Bengal at
Kolkata, pursuant to our Company being originally incorporated as “Smart Work Business Centre Private
Limited”;
3. Certificate of incorporation dated December 20, 2018 issued by Registrar of Companies, Delhi & Haryana
at New Delhi pursuant to change in name of the Company to “Smartworks Coworking Spaces Private
Limited”;
4. Certificate of incorporation dated July 25, 2024 issued by Registrar of Companies, Central Processing
Centre, consequent upon change of name of our Company from “Smartworks Coworking Spaces Private
Limited” to “Smartworks Coworking Spaces Limited”;
5. Resolution of our Board dated July 31, 2024, authorising the Offer and other related matters;
6. Shareholders’ resolution dated August 3, 2024, in relation to the Offer including the Fresh Issue and other
related matters;
5687. Consent letters of Promoter Selling Shareholders, namely SNS Infrarealty LLP and NS Niketan LLP each
dated February 17, 2025 and consent letter of the Investor Selling Shareholder dated January 23, 2025 from
the Selling Shareholders in relation to the Offer for Sale;
8. Resolution dated August 8, 2024 passed by the board of directors of Space Solutions India Pte Ltd.
(formerly Lisbrine Pte. Limited), authorising participation in the Offer for Sale;
9. Resolution of the IPO Committee dated August 14, 2024 approving the Draft Red Herring Prospectus;
10. Resolution of the Board dated December 27, 2024 approving the Addendum to the Draft Red Herring
Prospectus;
11. Resolution of the Board dated July 4, 2025 approving the Red Herring Prospectus;
12. Resolution of the Board dated July 14, 2025, approving this Prospectus;
13. Resolutions of our Board dated February 17, 2025 and January 23, 2025, taking on record consent of the
Promoter Selling Shareholders and the consent of the Investor Selling Shareholder, respectively;
14. Consent dated July 14, 2025 from our Statutory Auditor, Deloitte Haskins & Sells LLP, Chartered
Accountants to include their name as required under Section 26(5) of the Companies Act 2013 read with
SEBI ICDR Regulations, in this 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 June 18, 2025 on the Restated Consolidated Financial Information; and (ii)
statement of special tax benefits in respect of the Company and its Shareholders dated June 18, 2025,
included in this Prospectus. However, the term “expert” shall not be construed to mean an “expert” as
defined under the U.S. Securities Act”;
15. The examination report dated June 18, 2025 from our Statutory Auditors on the Restated Consolidated
Financial Information;
16. The statement of special tax benefits dated June 18, 2025 from our Statutory Auditors included in this
Prospectus;
17. The statement of special tax benefits dated June 20, 2025 from Singhi & Co., Chartered Accountants, for
our Material Subsidiary as included in this Prospectus.
18. Certificate dated July 4, 2025 issued by our Independent Chartered Accountant, with respect to the key
performance indicators of our Company included in this Prospectus;
19. Certificate dated July 4, 2025 issued by our Independent Chartered Accountant with respect to the
Employee Stock Option Plan 2022 of our Company, included in this Prospectus;
20. Certificate dated June 18, 2025 issued by the Statutory Auditors in relation to utilisation of borrowings for
the purpose for which they were availed;
21. Certificate dated July 4, 2025 issued by our Independent Chartered Accountant in relation to borrowings
proposed to be repaid from the Net Proceeds;
22. Certificate dated July 14, 2025 issued by our Independent Chartered Accountant in relation to average cost
of acquisition and weighted average cost of acquisition;
23. Certificate dated July 4, 2025 issued by our Independent Chartered Accountant in relation to loans and
advances availed by our Company and its Subsidiaries;
24. Consent dated June 20, 2025 from Singhi & Co., Chartered Accountants, to include their name as required
under section 26 (5) of the Companies Act, read with SEBI ICDR Regulations, in this Prospectus, and as
an “expert” as defined under section 2(38) of the Companies Act to the extent and in their capacity as an
independent chartered accountant in relation to their report dated June 20, 2025 on the statement of special
tax benefits for our Material Subsidiary as included in this Prospectus and such consent has not been
withdrawn as on the date of this Prospectus.
25. Resolution of our Audit Committee dated July 4, 2025 approving the key performance indicators of our
569Company included in this Prospectus;
26. Copies of annual reports of our Company for the Fiscals 2024, 2023 and 2022;
27. Consents of Bankers to our Company, the BRLMs, Registrar to the Offer, Bankers to the Offer, legal
counsel to our Company as to Indian law, Syndicate Members, Monitoring Agency, Directors and
Company Secretary and Compliance Officer to act in their respective capacities;
28. Industry report titled “Flexible Workspaces Segment in India” dated June 20, 2025, prepared by CBRE
South Asia Private Limited and commissioned and paid for by our Company, available on our Company’s
website at
https://smartworksoffice.com/assets_html/pdf/Industry_Report_on_Flexible_Workspaces_Segment_in_In
dia.pdf;
29. Consent dated June 20, 2025 issued by CBRE South Asia Private Limited with respect to the report titled
“Flexible Workspaces Segment in India”;
30. Consent dated August 13, 2024 issued by Isotect Design Studio, independent architect as an “expert” as
defined under Section 2(38) of the Companies Act 2013 to the extent and in their capacity as our architect
in respect of their certificate dated July 3, 2025 included in this Prospectus;
31. Amended and Restated Shareholders’ Agreement dated March 27, 2024 between Space Solutions India
Pte. Ltd. (formerly Lisbrine Pte. Limited), Neetish Sarda and Harsh Binani, Saumya Binani, NS Niketan
LLP, SNS Infrarealty LLP and our Company read along with the Waiver Cum Amendment Agreement
dated August 13, 2024 to the Amended and Restated Shareholders’ Agreement and extension letter dated
June 27, 2025;
32. Share Purchase Agreement dated May 22, 2024, between Clean Max Enviro Energy Solutions Private
Limited (“Clean Max”), Clean Max Dos Private Limited (“Power Producer”) and our Company (“Share
Purchase Agreement”), shareholders’ agreement dated June 14, 2024, between Clean Max, Power
Producer and our Company (“Clean Max SHA”), performance incentive agreement dated June 14, 2024,
between the Power Producer and our Company (“Performance Incentive Agreement”) and the energy
supply agreement dated June 14, 2024, between the Power Producer and our Company (“Energy Supply
Agreement”).
33. Valuation report dated June 13, 2024 issued by M.P. Sureka & Co., Chartered Accountants for ascertaining
the valuation of equity shares of Clean Max Dos Private Limited as on March 31, 2024.
34. Share Subscription Agreement dated January 11, 2024 between our Company, Neetish Sarda, Harsh Binani,
Saumya Sarda, Neeta Sarda, Vision Comptech Integrators Limited, NS Niketan LLP, SNS Infrarealty LLP
(collectively, “SSA Promoters”), and Anshu Gupta Exempt Childrens Trust (“AGECT”) (“AGECT
SSA”) read along with the Termination Letter dated August 3, 2024;
35. Share Subscription Agreement dated June 2, 2024 between our Company, Neetish Sarda, Harsh Binani,
Saumya Sarda, NS Niketan LLP, SNS Infrarealty LLP (collectively, “SSA Promoters”), and Ananta
Capital Ventures Fund 1 (“Ananta Capital”) (“Ananta Capital SSA”) read along with the Termination
Letter dated August 10, 2024;
36. Memorandum of understanding dated April 7, 2023, between our Company, Neetish Sarda and Harsh
Binani (collectively, the “MOU Promoters”), and Atul PN Family Trust and Atul DP Family Trust
(“MOU”) read along with the Termination Letter dated August 5, 2024;
37. Warrants subscription agreement dated March 2, 2023, executed between the Company, Neetish Sarda,
Harsh Binani and Deutsche Bank A.G., London Branch (“Warrants Subscription Agreement”);
38. Business Transfer Agreement dated March 27, 2024 entered into between Smartworks Space Pte. Ltd. and
Keppel Real Estate Services Pte. Ltd.;
39. Employee Stock Option Plan 2022 (“ESOP 2022”);
40. Consultancy agreement dated July 31, 2024 entered into between our Company and Atul Gautam;
57041. Tripartite agreement dated April 13, 2023 among our Company, NSDL and Registrar to the Company;
42. Tripartite agreement dated September 19, 2022 among our Company, CDSL and the Registrar to the
Company;
43. Due diligence certificate to SEBI from the BRLMs dated August 14, 2024;
44. In-principle listing approvals each dated October 23, 2024, from BSE and NSE;
45. SEBI observation letter bearing reference number SEBI/HO/CFD/RAC-DIL3/P/OW/2024/36747/1 dated
November 28, 2024;
46. SEBI observation letter bearing reference number SEBI/HO/CFD/RAC-DIL3/P/OW/2024/28398/1 dated
September 5, 2024.
47. SEBI email dated October 1, 2024;
48. Complaint of anonymous person using the pseudonym ‘Rucha Gulgule’ dated September 16, 2024 and
reply letter dated September 26, 2024;
49. Complaint of Krishnenduyedu dated October 9, 2024 and October 24, 2024 and reply letter dated October
27, 2024;
50. Complaint of anonymous person shared by SEBI with the BRLMs on October 9, 2024 and reply letter dated
October 30, 2024;
51. Complaint of Advocate Vishal shared by SEBI with the BRLMs on October 22, 2024 and reply letter dated
October 30, 2024;
52. Complaint of Tara Vyas (Purohit) Advocate, High Court, Calcutta shared by SEBI with the BRLMs on
October 22, 2024 and reply letter dated October 30, 2024;
53. Complaint of Shruti Vineeth dated October 24, 2024 and reply letter dated November 1, 2024;
54. Complaint of anonymous person dated October 21, 2024 and reply letter dated November 26, 2024;
55. Complaint of anonymous person dated November 4, 2024 and reply letter dated November 25, 2024;
56. Complaint of anonymous person shared by SEBI with the BRLMs on December 4, 2024 and reply letter
dated December 10, 2024;
57. Complaint of anonymous person shared by SEBI with the BRLMs on December 16, 2024 and reply letter
dated December 23, 2024;
58. Complaint of anonymous person shared by SEBI with the BRLMs on December 16, 2024 and reply letter
dated January 21, 2025;
59. Complaints of Infrastructure Watchdog dated January 12, 2025 and January 15, 2025 and reply letter dated
January 31, 2025;
60. Complaint of Bharatiya Jute Mazdoor Sangh dated December 20, 2024 and reply letter dated January 31,
2025;
61. Complaint of anonymous person shared by NSE with JM Financial Limited, one of the BRLMs on April
7, 2025 and reply letter dated April 8, 2025;
62. Complaint of Infrastructure Watchdog dated March 29, 2025 shared by BSE on April 15, 2025 and reply
letter dated April 16, 2025;
63. Complaint of National Union of Jute Workers shared by SEBI with the BRLMs on May 19, 2025 and reply
letter dated May 26, 2025; and
64. Complaint of R. Bhardwaj dated April 25, 2025 received by SEBI on May 19, 2025 shared with the BRLMs
571on June 11, 2025 and reply letter dated June 21, 2025.
65. Complaint of Infrastructure Watchdog dated May 21, 2025 shared with JM on July 8, 2025 and reply letter
dated July 9, 2025.
66. Complaints of Infrastructure Watchdog dated July 7, 2025 and July 3, 2025 shared with certain BRLMs on
July 10, 2025 and July 11, 2025 and reply letter dated July 13, 2025.
67. Complaint of Kumar Kalwar dated July 10, 2025 and reply letter dated July 14, 2025.
68. Complaint of Suraj J. Jhannwar dated July 13, 2025 and reply letter dated July 14, 2025.
572DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act and the guidelines, rules and
regulations issued by the Government of India or the guidelines, rules, or regulations issued by SEBI, established
under Section 3 of the SEBI Act, as the case may be, have been complied with, and no statement, disclosures,
undertakings made in this Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR,
the SEBI Act or the rules made or guidelines or regulations issued thereunder, as the case may be. I further certify
that all the disclosures, statements and undertakings made in this Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
_________________________
Neetish Sarda
Managing Director (Executive Director)
Date: July 14, 2025
Place: Gurugram
573DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act and the guidelines, rules and
regulations issued by the Government of India or the guidelines, rules, or regulations issued by SEBI, established
under Section 3 of the SEBI Act, as the case may be, have been complied with, and no statement, disclosures,
undertakings made in this Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR,
the SEBI Act or the rules made or guidelines or regulations issued thereunder, as the case may be. I further certify
that all the disclosures, statements and undertakings made in this Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
_________________________
Harsh Binani
(Executive Director)
Date: July 14, 2025
Place: Mumbai
574DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act and the guidelines, rules and
regulations issued by the Government of India or the guidelines, rules, or regulations issued by SEBI, established
under Section 3 of the SEBI Act, as the case may be, have been complied with, and no statement, disclosures,
undertakings made in this Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR,
the SEBI Act or the rules made or guidelines or regulations issued thereunder, as the case may be. I further certify
that all the disclosures, statements and undertakings made in this Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
_________________________
Atul Gautam
(Chairman and Non-Executive Director)
Date: July 14, 2025
Place: New Delhi
575DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act and the guidelines, rules and
regulations issued by the Government of India or the guidelines, rules, or regulations issued by SEBI, established
under Section 3 of the SEBI Act, as the case may be, have been complied with, and no statement, disclosures,
undertakings made in this Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR,
the SEBI Act or the rules made or guidelines or regulations issued thereunder, as the case may be. I further certify
that all the disclosures, statements and undertakings made in this Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
_________________________
Rajeev Rishi
(Independent Director)
Date: July 14, 2025
Place: Chandigarh
576DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act and the guidelines, rules and
regulations issued by the Government of India or the guidelines, rules, or regulations issued by SEBI, established
under Section 3 of the SEBI Act, as the case may be, have been complied with, and no statement, disclosures,
undertakings made in this Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR,
the SEBI Act or the rules made or guidelines or regulations issued thereunder, as the case may be. I further certify
that all the disclosures, statements and undertakings made in this Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
_________________________
V K Subburaj
(Independent Director)
Date: July 14, 2025
Place: Chennai
577DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act and the guidelines, rules and
regulations issued by the Government of India or the guidelines, rules, or regulations issued by SEBI, established
under Section 3 of the SEBI Act, as the case may be, have been complied with, and no statement, disclosures,
undertakings made in this Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR,
the SEBI Act or the rules made or guidelines or regulations issued thereunder, as the case may be. I further certify
that all the disclosures, statements and undertakings made in this Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
_________________________
Pushpa Mishra
(Independent Director)
Date: July 14, 2025
Place: Kolkata
578DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act and the guidelines, rules and
regulations issued by the Government of India or the guidelines, rules, or regulations issued by SEBI, established
under Section 3 of the SEBI Act, as the case may be, have been complied with, and no statement, disclosures,
undertakings made in this Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR,
the SEBI Act or the rules made or guidelines or regulations issued thereunder, as the case may be. I further certify
that all the disclosures, statements and undertakings made in this Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
_________________________
Ho Kiam Kheong
(Non-Executive (nominee) Director)
Date: July 14, 2025
Place: Bengaluru
579DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act and the guidelines, rules and
regulations issued by the Government of India or the guidelines, rules, or regulations issued by SEBI, established
under Section 3 of the SEBI Act, as the case may be, have been complied with, and no statement, disclosures,
undertakings made in this Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR,
the SEBI Act or the rules made or guidelines or regulations issued thereunder, as the case may be. I further certify
that all the disclosures, statements and undertakings made in this Prospectus are true and correct.
SIGNED BY THE CHIEF FINANCIAL OFFICER OF OUR COMPANY
_________________________
Sahil Jain
Chief Financial Officer
Date: July 14, 2025
Place: Gurugram
580DECLARATION
We, NS Niketan LLP, acting as a Selling Shareholder, hereby confirm that all statements, disclosures and
undertakings specifically made or confirmed by us in this Prospectus about or in relation to us, as a Selling
Shareholder and our portion of the Offered Shares, are true and correct. We assume no responsibility, as a Selling
Shareholder, for any other statements, disclosures and undertakings including statements, disclosures or
undertakings made or confirmed by or relating to the Company or any other Selling Shareholder(s) or any other
person(s) in this Prospectus.
FOR AND ON BEHALF OF NS NIKETAN LLP
_________________________
Neetish Sarda
Designation: Designated Partner
Date: July 14, 2025
Place: Gurugram
581DECLARATION
We, SNS Infrarealty LLP, acting as a Selling Shareholder, hereby confirm that all statements, disclosures and
undertakings specifically made or confirmed by us in this Prospectus about or in relation to us, as a Selling
Shareholder and our portion of the Offered Shares, are true and correct. We assume no responsibility, as a Selling
Shareholder, for any other statements, disclosures and undertakings including statements, disclosures or
undertakings made or confirmed by or relating to the Company or any other Selling Shareholder(s) or any other
person(s) in this Prospectus.
FOR AND ON BEHALF OF SNS INFRAREALTY LLP
_________________________
Saumya Binani
Designation: Designated Partner
Date: July 14, 2025
Place: Mumbai
582DECLARATION
We, Space Solutions India Pte. Ltd. (formerly Lisbrine Pte. Limited), acting as a Selling Shareholder, hereby
confirm that all statements and undertakings specifically made by us in this Prospectus in relation to us, as a
Selling Shareholder and our portion of the Offered Shares, are true and correct. We assume no responsibility, as
a Selling Shareholder, for any other statements and undertakings including statements or undertakings made or
confirmed by or relating to the Company or any other Selling Shareholder(s) or any other person(s) in this
Prospectus.
FOR AND ON BEHALF OF SPACE SOLUTIONS INDIA PTE. LTD.
_________________________
Ho Kiam Kheong
Designation: Director
Date: July 14, 2025
Place: Bengaluru
583