RED HERRING PROSPECTUS

Dated July 17, 2025

(Please read Section 32 of the Companies Act, 2013)
100% Book Built Offer

INDIQUBE SPACES LIMITED

(Please scan this
QR Code to view the (Formerly known as Indiqube Spaces Private Limited, Innovent Spaces Private Limited)
RHP) Corporate Identity Number: U45400KA2015PLC133523

REGISTERED AND CORPORATE OFFICE CONTACT PERSON EMAIL AND TELEPHONE WEBSITE
Plot # 53, Careernet Campus, Kariyammanna Agrahara Pranav AK Email: [Link]
Road, Devarabisanahalli, Outer Ring Road, Bengaluru – [Link]@[Link]
560 103, Karnataka, India Telephone: +91 99000 92210
PROMOTERS OF OUR COMPANY: RISHI DAS, MEGHNA AGARWAL, AND ANSHUMAN DAS
DETAILS OF THE OFFER
ELIGIBILITY AND SHARE RESERVATION
TOTAL AMONG QUALIFIED INSTITUTIONAL
TYPE FRESH ISSUE SIZE OFFER FOR SALE SIZE OFFER BIDDERS, NON-INSTITUTIONAL BIDDERS,
SIZE^ RETAIL INDIVIDUAL BIDDERS AND ELIGIBLE
EMPLOYEES
Fresh Issue and an Fresh issue of up to Offer for sale of up to [●] Equity [●] Equity The Offer is being made pursuant to Regulation 6(2) of the
Offer for Sale [●] Equity Shares of Shares of face value ₹1 each Shares of SEBI ICDR Regulations, as our Company did not fulfil the
face value ₹1 each aggregating up to ₹500.00 million face value requirements under Regulations 6(1)(a), 6(1)(b), 6(1)(c)
aggregating up to ₹1 each and 6(1)(d) of the SEBI ICDR Regulations. For details in
₹6,500.00 million aggregating relation to share reservation among Qualified Institutional
up to Bidders, Non-Institutional Bidders, Retail Individual
₹7,000.00 Biddersand Eligible Employees, see “Offer Structure” on
million page 479.

DETAILS OF OFFER FOR SALE

WEIGHTED AVERAGE COST OF
NAME OF SELLING NUMBER OF SHARED OFFERED/AMOUNT ACQUISITION PER EQUITY
TYPE
SHAREHOLDER (₹MILLION) SHARE OF FACE VALUE ₹1
EACH (IN ₹)&
Promoter Selling Shareholder [●] Equity Shares of face value ₹1 each Nil
Rishi Das
aggregating up to ₹250.00 million
Promoter Selling Shareholder [●] Equity Shares of face value ₹1 each Nil
Meghna Agarwal
aggregating up to ₹250.00 million
&As certified by S K Patodia & Associates LLP pursuant their certificate dated July 17, 2025.

RISKS IN RELATION TO THE FIRST OFFER

This being the first public offer of our Company, there has been no formal market for the Equity Shares of face value of ₹1 each of our Company. The face
value of the Equity Shares is ₹1 each. The Floor Price, the Cap Price and the Offer Price (as determined by our Company, in consultation with the BRLMs), on
the basis of the assessment of market demand for the Equity Shares by way of the book building process, as stated in “Basis for Offer Price” on page 140,
should not be considered to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an
active and/or sustained trading in the Equity Shares 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 have not
been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents
of this Red Herring Prospectus. Specific attention of the investors is invited to “Risk Factors” on page 38.
ISSUER’S AND SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all information with
regard to our Company and the Offer, which is material in the context of the Offer, that the information contained in this Red Herring Prospectus is true and
correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there
are no other facts, the omission of which makes this Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or
intentions, misleading in any material respect. Further, each of the Promoter Selling Shareholders, severally and not jointly, accept responsibility for only such
statements specifically confirmed or specifically undertaken by such Promoter Selling Shareholder in this Red Herring Prospectus to the extent such statements
specifically pertain to them and/or their Offered Shares and confirms that such statements are true and correct in all material respects and are not misleading in
any material respect. Each of the Promoter Selling Shareholders assumes no responsibility, as a Promoter Selling Shareholder, for any other statement in this
Red Herring Prospectus, including, inter alia, any of the statements made by or relating to our Company or our Company’s business or any other Promoter
Selling Shareholder or any other person(s).
LISTING
The Equity Shares, offered through the Red Herring Prospectus are proposed to be listed on National Stock Exchange of India Limited (“NSE”) and BSE
Limited (“BSE” and together with NSE, the “Stock Exchanges”). For the purposes of the Offer, NSE is the Designated Stock Exchange.
BOOK RUNNING LEAD MANAGERS
Name of the BRLMs and Logo Contact Person Email and Telephone
ICICI Securities Limited Ashik Joisar / Rahul E-mail:
Sharma [Link]@[Link]
Tel.: (+91 22) 6807 7100
JM Financial Limited Prachee Dhuri E-mail: [Link]@[Link]
Tel.: (+91 22) 6630 3030
REGISTRAR TO THE OFFER
Name of Registrar Contact Person Email and Telephone
MUFG Intime India Private Limited (Formerly Link Intime Shanti Gopalkrishnan E-mail:
India Private Limited) [Link]@[Link]
Tel: +91 81081 14949

BID/OFFER PROGRAMME
ANCHOR INVESTOR Tuesday, July 22, 2025* BID/OFFER OPENS Wednesday, July 23, BID/OFFER CLOSES Friday, July 25,
BIDDING DATE ON 2025* ON# 2025**
*
Our Company, in consultation with the Book Running Lead Managers, may consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The
Anchor Investor Bid/Offer Period shall be one Working Day prior to the Bid/Offer Opening Date.
**
Our Company, in consultation with the Book Running Lead Managers, may consider closing the Bid/Offer Period for QIBs one Working Day prior to the Bid/Offer Closing
Date in accordance with the SEBI ICDR Regulations.
#
UPI mandate end time and date shall be at 5:00 pm on the Bid/Offer Closing Date

2
 RED HERRING PROSPECTUS
Dated: July 17, 2025
Please read Section 32 of the Companies Act, 2013
100% Book Built Offer

INDIQUBE SPACES LIMITED

(Formerly known as Indiqube Spaces Private Limited, Innovent Spaces Private Limited)
Our Company was incorporated as “Innovent Spaces Private Limited”, a private limited company under the Companies Act, 2013 on January 14, 2015, and was granted the certificate of incorporation by the Registrar of Companies,
Kanpur. The registered office of our Company was shifted from the state of Uttar Pradesh to the state of Karnataka pursuant to a special resolution passed by our Shareholders on October 16, 2018. The alteration with respect to the place
of the registered office was confirmed by the order of the Regional Director, Bengaluru on November 21, 2019 and a fresh certificate of incorporation was issued by the the Registrar of Companies, Karnataka at Bengaluru (“RoC”) on
March 19, 2020. Subsequently, the name of our Company was changed to “Indiqube Spaces Private Limited” and a fresh certificate of incorporation dated November 8, 2024 was issued by the RoC. Pursuant to the conversion of our
Company into a public limited company and a special resolution passed by our Shareholders at the EGM on November 16,2024, the name of our Company was changed to “Indiqube Spaces Limited”, and the RoC issued a fresh certificate
of incorporation on December 17, 2024. For further details, see “History and Certain Corporate Matters” on page 287.

Corporate Identity Number: U45400KA2015PLC133523

Registered and Corporate Office: Plot # 53, Careernet Campus, Kariyammanna Agrahara Road, Devarabisanahalli, Outer Ring Road, Bengaluru – 560 103, Karnataka, India; Tel: +91 99000 92210
Contact Person: Pranav AK, Company Secretary and Compliance Officer; E-mail: [Link]@[Link]; Website: [Link]
OUR PROMOTERS: RISHI DAS, MEGHNA AGARWAL AND ANSHUMAN DAS
INITIAL PUBLIC OFFERING OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹1 EACH (“EQUITY SHARES”) OF INDIQUBE SPACES LIMITED (FORMERLY KNOWN AS INDIQUBE SPACES PRIVATE
LIMITED, INNOVENT SPACES PRIVATE LIMITED) (“COMPANY” OR “ISSUER”) FOR CASH AT A PRICE OF ₹[●] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ₹[●] PER EQUITY SHARE)
(“OFFER PRICE”) AGGREGATING UP TO ₹7,000.00 MILLION ( “OFFER”) COMPRISING A FRESH ISSUE OF UP TO [●] EQUITY SHARES OF FACE VALUE ₹1 EACH BY OUR COMPANY AGGREGATING
UP TO ₹6,500.00 MILLION ( “FRESH ISSUE”) AND AN OFFER FOR SALE OF UP TO [●] EQUITY SHARES OF FACE VALUE ₹1 EACH AGGREGATING UP TO ₹500.00 MILLION, COMPRISING AN OFFER
FOR SALE OF UP TO [●] EQUITY SHARES OF FACE VALUE ₹1 EACH AGGREGATING UP TO ₹250.00 MILLION BY RISHI DAS AND AN OFFER FOR SALE OF UP TO [●] EQUITY SHARES OF FACE
VALUE ₹1 EACH AGGREGATING UP TO ₹250.00 MILLION BY MEGHNA AGARWAL (COLLECTIVELY, “PROMOTER SELLING SHAREHOLDERS”) (“OFFER FOR SALE”). THIS OFFER INCLUDES A
RESERVATION OF UP TO [●] EQUITY SHARES AGGREGATING UP TO ₹15.00 MILLION OF FACE VALUE ₹1 EACH (CONSTITUTING UP TO [●]% OF THE POST-OFFER PAID-UP EQUITY SHARE
CAPITAL) FOR PURCHASE BY ELIGIBLE EMPLOYEES (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 WOULD CONSTITUTE [●]% AND [●]%, RESPECTIVELY, OF OUR POST-OFFER PAID-UP EQUITY SHARE CAPITAL. OUR COMPANY IN
CONSULTATION WITH THE BRLMS, MAY OFFER A DISCOUNT OF UP TO [●]% (EQUIVALENT TO ₹[●] PER EQUITY SHARE) TO THE OFFER PRICE TO ELIGIBLE EMPLOYEES BIDDING IN THE
EMPLOYEE RESERVATION PORTION (“EMPLOYEE DISCOUNT”).

THE FACE VALUE OF THE EQUITY SHARES IS ₹1 EACH AND THE OFFER PRICE IS [●] TIMES THE FACE VALUE OF THE EQUITY SHARES. THE PRICE BAND, THE MINIMUM BID LOT AND THE
EMPLOYEE DISCOUNT, IF ANY, WILL BE DECIDED BY OUR COMPANY, IN CONSULTATION WITH THE BRLMS AND WILL BE ADVERTISED IN ALL EDITIONS OF THE FINANCIAL EXPRESS, AN
ENGLISH NATIONAL DAILY NEWSPAPER, ALL EDITIONS OF JANSATTA, A HINDI NATIONAL DAILY NEWSPAPER, BANGALORE EDITION OF VISHWAVANI, KANNADA DAILY NEWSPAPER
(KANNADA BEING THE REGIONAL LANGUAGE OF KARNATAKA , WHERE THE REGISTERED AND CORPORATE OFFICE IS LOCATED), EACH WITH WIDE CIRCULATION, AT LEAST TWO
WORKING DAYS PRIOR TO THE BID/OFFER OPENING DATE AND SUCH ADVERTISEMENT SHALL BE MADE AVAILABLE TO THE STOCK EXCHANGES FOR THE PURPOSE OF UPLOADING ON
THEIR RESPECTIVE WEBSITES IN ACCORDANCE WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS
AMENDED.
In case of any revision in the Price Band, the Bid/Offer Period will be extended by at least three additional Working Days after such revision in the Price Band, subject to the Bid/Offer Period not exceeding 10 Working Days. In cases of
force majeure, banking strike or similar unforeseen circumstances, our Company may, for reasons to be recorded in writing, extend the Bid /Offer Period for a minimum of one Working Day, subject to the Bid/Offer Period not exceeding
10 Working Days. Any revision in the Price Band and the revised Bid/Offer Period, if applicable, shall be widely disseminated by notification to the Stock Exchanges, by issuing a press release, and also by indicating the change on the
respective websites of the BRLMs and at the terminals of the Syndicate Members and by intimation to Designated Intermediaries and the Sponsor Bank(s), as applicable.

The Offer is being made through the Book Building Process, in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”) read with Regulation 31 of the SEBI ICDR Regulations and in compliance
with Regulation 6(2) of the SEBI ICDR Regulations, wherein not less than 75% of the Net Offer shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs”, and such portion, the “QIB Portion”),
provided that our Company, in consultation with the BRLMs, may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with SEBI ICDR Regulations (the “Anchor Investor Portion”). One-
third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from the domestic Mutual Funds at or above the Anchor Investor Allocation Price, in accordance 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 shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIBs, including Mutual
Funds, subject to valid Bids being received at or above the Offer Price. However, if the aggregate demand from Mutual Funds is less than 5% of the Net QIB Portion, the balance Equity Shares available for allocation in the Mutual Fund
Portion will be added to the remaining Net QIB Portion for proportionate allocation to QIBs. If at least 75% of the Offer cannot be Allotted to QIBs, then the entire application money will be refunded forthwith. Further, (a) not more
than 15% of the Net Offer shall be available for allocation to Non-Institutional Investors (out of which one third shall be reserved for Bidders with Bids exceeding ₹0.20 million and up to ₹1.00 million and two-thirds shall be reserved
for Bidders with Bids exceeding ₹1.00 million) , provided that the unsubscribed portion in either of the aforementioned sub-categories may be allocated to Bidders in the other sub-category and (b) not more than 10% of the Net Offer
shall be available for allocation to Retail Individual Investors in accordance with the SEBI ICDR Regulations, subject to valid Bids being received from them at or above the Offer Price. Further, Equity Shares will be allocated on a
proportionate basis to Eligible Employees applying under the Employee Reservation Portion, subject to valid Bids received from them at or above the Offer Price. All potential Bidders, other than Anchor Investors, are mandatorily
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 (as defined
hereinafter), as applicable, pursuant to which the corresponding Bid Amount, which will be blocked by the Self Certified Syndicate Banks (“SCSBs”) or the Sponsor Bank(s) under the UPI Mechanism, as the case may be, to the extent
of their respective Bid Amounts. Anchor Investors are not permitted to participate in the Anchor Investor Portion through the ASBA process. For details, see “Offer Procedure” beginning on page 479.
RISKS IN RELATION TO THE FIRST OFFER
This being the first public issue of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the equity shares is ₹1. The Floor Price, Cap Price and Offer Price as determined and justified
by our Company, in consultation with the BRLMs, in accordance with the SEBI ICDR Regulations, as stated under “Basis for Offer Price” on page 140, should not be considered to be indicative of the market price of the Equity Shares
after the Equity Shares are listed. No assurance can be given regarding an active and/or sustained trading in the Equity Shares nor regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISK
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the 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 this Red Herring Prospectus. Specific attention of the
investors is invited to “Risk Factors” beginning on page 38.
ISSUER’S AND SELLING SHAREHOLDER’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all information with regard to our Company and the Offer, which is material in the context of the
Offer, that the information contained in this Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there
are no other facts, the omission of which makes this Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions, misleading in any material respect. Further, each of the Promoter
Selling Shareholders, severally and not jointly, accept responsibility for and confirm only those statements specifically made by such Promoter Selling Shareholder in this Red Herring Prospectus, to the extent of information specifically
pertaining to them and/or their respective portion of the Offered Shares in the Offer for Sale, and assumes full responsibility that such statements are true and correct in all material respects and are not misleading in any material respect.
However, each of the Promoter Selling Shareholders, severally and not jointly, does not assume any responsibility for any other statements, including without limitation, any and all of the statements made by or in relation to the Company,
or our Company’s business or the other Promoter Selling Shareholders or any other person(s) in this Red Herring Prospectus.
LISTING
The Equity Shares to be Allotted through the Red Herring Prospectus are proposed to be listed on the Stock Exchanges. Our Company has received ‘in-principle’ approvals from BSE and NSE for the listing of the Equity Shares pursuant
to their letters dated February 17, 2025 and February 17, 2025, respectively. For the purposes of the Offer, the Designated Stock Exchange shall be NSE. A signed copy of the Red Herring Prospectus and the Prospectus shall be filed
with the RoC in accordance with Sections 26(4) and 32 of the Companies Act, 2013. For details of the material contracts and documents available for inspection from the date of the Red Herring Prospectus up to the Bid/ Offer Closing
Date, see “Material Contracts and Documents for Inspection” on page 592.
BOOK RUNNING LEAD MANAGERS TO THE OFFER REGISTRAR TO THE OFFER

ICICI Securities Limited JM Financial Limited MUFG Intime India Private Limited (Formerly known as Link Intime
ICICI Venture House, Appasaheb Marathe Marg, 7th Floor, Cnergy, Appa Saheb Marathe Marg India Private Limited)
Prabhadevi, Mumbai 400 025 Prabhadevi, Mumbai 400 051 C-101, 247 Park, 1st Floor, L B S Marg, Vikhroli (West)
Maharashtra, India Maharashtra, India Mumbai 400 083
Tel.: (+91 22) 6807 7100 Tel.: (+91 22) 6630 3030 Maharashtra, India
E-mail: [Link]@[Link] E-mail: [Link]@[Link] Tel: +91 81081 14949
Investor Grievance E-mail: customercare@[Link] Investor Grievance E-mail: [Link]@[Link] E-mail: [Link]@[Link]
Website: [Link] Website: [Link] Investor grievance E-mail: [Link]@[Link]
Contact person: Ashik Joisar/Rahul Sharma Contact person: Prachee Dhuri Website: [Link]
SEBI Registration No.: INM000011179 SEBI Registration No.: INM000010361 Contact person: Shanti Gopalkrishnan
SEBI Registration No: INR000004058
BID/ OFFER SCHEDULE
ANCHOR INVESTOR BIDDING
Tuesday, July 22, 2025* BID/ OFFER OPENS ON Wednesday, July 23, 2025* BID/ OFFER CLOSES ON# Friday, July 25, 2025**
DATE
*
Our Company, in consultation with the Book Running Lead Managers, may consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bid/Offer Period shall be one Working Day
prior to the Bid/Offer Opening Date.
**
Our Company, in consultation with the Book Running Lead Managers, may consider closing the Bid/Offer Period for QIBs one Working Day prior to the Bid/Offer Closing Date in accordance with the SEBI ICDR Regulations.
#
UPI mandate end time and date shall be at 5:00 pm on the Bid/Offer Closing Date.
 TABLE OF CONTENTS
SECTION I: GENERAL ...................................................................................................................................... 5
DEFINITIONS AND ABBREVIATIONS ............................................................................................. 5
CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET
DATA AND CURRENCY OF PRESENTATION ............................................................................. 20
FORWARD-LOOKING STATEMENTS ........................................................................................... 24
SUMMARY OF THE OFFER DOCUMENT ..................................................................................... 26
SECTION II: RISK FACTORS ........................................................................................................................ 38
SECTION III: INTRODUCTION .................................................................................................................... 78
THE OFFER .......................................................................................................................................... 78
SUMMARY OF FINANCIAL INFORMATION ............................................................................... 81
GENERAL INFORMATION ............................................................................................................... 86
CAPITAL STRUCTURE ..................................................................................................................... 97
OBJECTS OF THE OFFER .............................................................................................................. 122
BASIS FOR OFFER PRICE .............................................................................................................. 140
STATEMENT OF SPECIAL TAX BENEFITS ............................................................................... 151
SECTION IV: ABOUT OUR COMPANY ..................................................................................................... 159
INDUSTRY OVERVIEW ................................................................................................................... 159
OUR BUSINESS .................................................................................................................................. 241
KEY REGULATIONS AND POLICIES .......................................................................................... 281
HISTORY AND CERTAIN CORPORATE MATTERS ................................................................. 287
OUR MANAGEMENT ....................................................................................................................... 305
OUR PROMOTERS AND PROMOTER GROUP .......................................................................... 334
DIVIDEND POLICY .......................................................................................................................... 339
SECTION V: FINANCIAL INFORMATION ............................................................................................... 340
FINANCIAL STATEMENTS ............................................................................................................ 340
OTHER FINANCIAL INFORMATION .......................................................................................... 404
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS ........................................................................................................... 407
CAPITALISATION STATEMENT .................................................................................................. 432
FINANCIAL INDEBTEDNESS ......................................................................................................... 433
RELATED PARTY TRANSACTIONS ............................................................................................ 436
SECTION VI: LEGAL AND OTHER INFORMATION ............................................................................. 437
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS ..................................... 437
GOVERNMENT AND OTHER APPROVALS ............................................................................... 445
OUR GROUP COMPANIES ............................................................................................................. 452
OTHER REGULATORY AND STATUTORY DISCLOSURES ................................................... 455
SECTION VII: OFFER RELATED INFORMATION ................................................................................. 471
TERMS OF THE OFFER .................................................................................................................. 471
OFFER STRUCTURE ........................................................................................................................ 479
OFFER PROCEDURE ....................................................................................................................... 484
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES .............................. 507
SECTION VIII: DESCRIPTION OF EQUITY SHARES AND TERMS OF ARTICLES OF
ASSOCIATION ................................................................................................................................................ 509
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ........................................ 592
DECLARATION ................................................................................................................................. 597

4
 SECTION I: GENERAL

DEFINITIONS AND ABBREVIATIONS

This Red Herring Prospectus uses certain definitions and abbreviations which, unless the context otherwise
indicates or implies, shall have the meaning as provided below. References to any legislation, act, regulation,
rules, guidelines or policies shall be to such legislation, act, regulation, rules, guidelines or policies as amended,
updated, modified, supplemented or re-enacted from time to time, and any reference to a statutory provision shall
include any subordinate legislation made from time to time under that provision.

The words and expressions used in this Red Herring Prospectus but not defined herein shall have, to the extent
applicable, the same meaning ascribed to such terms under the SEBI ICDR Regulations, the Companies Act, the
SCRA, the Depositories Act and the rules and regulations made thereunder. Further, the Issue related terms used
but not defined in this Red Herring Prospectus shall have the meaning ascribed to such terms under the General
Information Document (as defined below). In case of any inconsistency between the definitions given below and
the definitions contained in the General Information Document, the definitions given below shall prevail.
Notwithstanding the foregoing, the terms used in “Industry Overview”, “Key Regulations and Policies”,
“Statement of Special Tax Benefits”, “Financial Statements”, “Basis for Offer Price”, “History and Certain
Corporate Matters”, “Financial Indebtedness”, “Other Regulatory and Statutory Disclosures”, “Management’s
Discussion and Analysis of Financial Condition and Results of Operations”, “Outstanding Litigation and
Material Developments” and “Description of Equity Shares and Terms of Articles of Association” on pages 159,
281, 151, 340, 140, 287, 433, 455, 407, 437, and 509, respectively, shall have the meaning ascribed to them in
the relevant section.

General Terms

Term Description
our Company / the Indiqube Spaces Limited (Formerly known as Indiqube Spaces Private Limited, Innovent Spaces
Company / the Issuer Private Limited), a company incorporated under the Companies Act, 2013 and having its
Registered and Corporate Office at Plot # 53, Careernet Campus, Kariyammanna Agrahara Road,
Devarabisanahalli, Outer Ring Road, Bengaluru – 560 103, Karnataka, India
we / us / our Unless the context otherwise indicates or implies, refers to our Company
QR code for all weblinks included in the Offer Document

Company Related Terms

Term Description
Articles of Association Articles of association of our Company, as amended
/ AoA
Audit Committee The audit committee of our Company, constituted on December 18, 2024 in accordance with the
applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations, as described
in “Our Management” on page 305.
Auditors / Statutory The current statutory auditors of our Company, being Walker Chandiok & Co LLP
Auditors
Board / Board of The board of directors of our Company, or a duly constituted committee thereof. For further details,
Directors please see the section titled “Our Management” on page 305.
CBRE CBRE South Asia Private Limited
CBRE Report The industry report titled “Industry Report on Flexible Workspaces Segment in India” dated June 25,
2025, which is exclusively prepared for the purpose of the Offer and issued by CBRE South Asia
Private Limited and is commissioned and paid for by our Company. CBRE was appointed by our
Company pursuant to engagement letter dated November 22, 2024. The CBRE Report is available
on the website of our Company at www.//[Link]/investor/ until the Bid / Offer Closing Date.
Chairman, Executive
The chairman, executive director and chief executive officer of our Company, being Rishi Das as
Director and Chief
disclosed in “Our Management” on page 305.
Executive Officer
The chief financial officer of our Company, being Pawan J Jain as disclosed in “Our Management”
Chief Financial Officer
on page 305.

5
 Term Description
Chief Technology The chief technology officer of our Company, being Ramit Rajinder Bhardwaj as disclosed in “Our
Officer Management” on page 305.
Company Secretary The company secretary and compliance officer of our Company, being Pranav AK, as disclosed in
and Compliance “Our Management” on page 305.
Officer
The corporate social responsibility committee of our Company, constituted on December 18, 2024
Corporate Social
in accordance with Section 135 of the Companies Act, 2013 and the Companies (Corporate Social
Responsibility
Responsibility Policy) Rules, 2014, the details of which are provided in “Our Management” on page
Committee
305.
Director(s) The directors on the Board, appointed from time to time.
Equity Shares The equity shares of our Company of face value of ₹1 each
The employee stock option plan of our Company, namely, IndiQube- Employee Stock Option Plan
ESOP 2022
2022, described in “Capital Structure” on page 97.
Executive Director(s) The executive directors of our Company, as disclosed in “Our Management” on page 305.
The independent director(s) of our Company, in terms of Section 2(47) and Section 149(6) of the
Independent Directors
Companies Act, 2013, the details of whom are provided in “Our Management” on page 305.
Group Companies The group companies of our Company in accordance with the SEBI ICDR Regulations, as disclosed
in “Our Group Companies” on page 452.
The IPO committee, comprising Rishi Das, Meghna Agarwal and Sandeep Singhal, constituted
IPO Committee pursuant to the resolution adopted by our Board on December 18, 2024, as described in “Our
Management – Committees of the Board” on page 315.
IRDAI Insurance Regulatory and Development Authority of India
Key managerial personnel of our Company in terms of Regulation 2(1)(bb) of the SEBI ICDR
Key Managerial
Regulations, and Section 2(51) of the Companies Act, 2013 and as described in “Our Management”
Personnel / KMP
on page 305.
MoA / 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 Company, constituted on December 18, 2024
Remuneration in accordance with Regulation 19 of the SEBI Listing Regulations and Section 178 of the Companies
Committee / NRC Act, 2013, the details of which are provided in “Our Management” on page 305.
Non-executive The non-executive directors of our Company, as disclosed in “Our Management” on page 305.
Director(s)
Predecessor Auditor B S R & Co. LLP, Chartered Accountants
Promoters Our Promoters, namely, Rishi Das, Meghna Agarwal and Anshuman Das
Persons and entities constituting the promoter group in accordance with Regulation 2(1)(pp) of the
Promoter Group SEBI ICDR Regulations. For further details, see “Our Promoters and Promoter Group” on page
334.
Promoter Selling
Rishi Das and Meghna Agarwal
Shareholders
Preference Shares Series A CCPS and Series B CCPS
Registered and Registered and corporate office of our Company located at Plot # 53, Careernet Campus,
Corporate Office / Kariyammanna Agrahara Road, Devarabisanahalli, Outer Ring Road, Bengaluru – 560 103,
Registered Office Karnataka, India
Registrar of
The Registrar of Companies, Karnataka at Bengaluru
Companies / RoC
The Restated Financial Information comprises the restated statement of assets and liabilities as at
March 31, 2025, March 31, 2024, and March 31, 2023, restated statements of profit and loss
(including other comprehensive income), and restated cash flow statements and restated
statements 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 relating to such financial periods, prepared in accordance with Ind AS, and restated
in accordance with requirements of Section 26 of Part I of Chapter III of the Companies Act, 2013,
SEBI ICDR Regulations and the Guidance Note on Reports in Company Prospectuses (Revised
2019) issued by ICAI, each as amended. The Restated Financial Information has been prepared to
Restated Financial
comply in all material respects with the Indian Accounting Standards as prescribed under Section
Information
133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 (as amended
from time to time), presentation requirements of division II of Schedule III to the Companies Act,
2013, as applicable to the financial statements and other relevant provisions of the Companies Act,
2013. The audited financial statements for the financial years ended March 31, 2025 and March
31, 2024 have been audited by our Statutory Auditors. The audited financial statements for the
year ended March 31, 2023 have been audited by the Predecessor Auditor.

In pursuance to general direction received from SEBI vide their e-mail dated October 28, 2021
from SEBI to Association of Investment Bankers of India stating that financial statements (“SEBI

6
 Term Description
Letter”) for all three years and stub period of issuer companies are required to be prepared in
accordance with Ind AS, for the purpose of audited special purpose IND AS financial statements
of the Company for the aforesaid year are prepared after making suitable adjustments to the
accounting heads from their Indian GAAP values following accounting policy choices (both
mandatory exceptions and optional exemptions availed, as per Ind AS 101) consistent with that
used at the date of transition to Ind AS (01 April 2022) and as per the presentation,
accounting policies and grouping / classifications including revised Schedule III disclosures
pursuant to the SEBI Letter.
The risk management committee of our Company, constituted on June 24, 2025 in accordance with
Risk Management
the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations, as
Committee
described in “Our Management” on page 305.
Senior Management/
Senior management of our Company in terms of Regulation 2(1)(bbbb) of the SEBI ICDR
Senior Management
Regulations and as described in “Our Management” on page 305.
Personnel / SMP
Series A CCPS 0.001% Series A compulsorily convertible preference shares of face value of ₹1 each
Series B CCPS 0.001% Series B compulsorily convertible preference shares of face value of ₹1 each
Collectively, the Equity shareholders and shareholders of Preference Shares of our Company, from
Shareholders
time to time
Shareholders’ agreement dated April 18, 2018 entered into by and among our Company, Rishi
Das, Meghna Agarwal, Anshuman Das, Aravali Investment Holdings, Careernet Technologies
Shareholders’ Private Limited, Hirepro Consulting Private Limited, WestBridge AIF I, Konark Trust, MMPL
Agreement Trust, and Ashish Gupta and such shareholders agreement as amended by shareholders amendment
agreements dated March 31, 2022, dated June 2, 2022 and March 27, 2024 and Deed of adherence
dated April 18, 2018 executed by Ashish Gupta.
Stakeholders’ The stakeholders’ relationship committee of our Company, constituted on December 18, 2024 in
Relationship accordance with the Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI
Committee Listing Regulations and as described in “Our Management” on page 305.
WestBridge Collectively, Aravali Investment Holdings, WestBridge AIF I, Konark Trust, and MMPL Trust

Offer Related Terms

Term Description
Abridged prospectus means a memorandum containing such salient features of a prospectus as
Abridged Prospectus
may be specified by the SEBI in this behalf
Acknowledgement The slip or document issued by a Designated Intermediary to a Bidder as proof of registration of
Slip the Bid cum Application Form
Allot / Allotment / Unless the context otherwise requires, allotment of the Equity Shares pursuant to the Fresh Issue
Allotted and transfer of the Offered Shares pursuant to the Offer for Sale to the successful Bidders
Note or advice or intimation of Allotment sent to the successful Bidders who have been or are to
Allotment Advice 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
A Qualified Institutional Buyer, applying under the Anchor Investor Portion in accordance with
Anchor Investor the requirements specified in the SEBI ICDR Regulations and this Red Herring Prospectus and
who has Bid for an amount of at least ₹100.00 million
Price at which Equity Shares will be allocated to Anchor Investors in terms of this Red Herring
Anchor Investor
Prospectus and the Prospectus, which will be decided by our Company, in consultation with the
Allocation Price
BRLMs during the Anchor Investor Bid/Offer Period
Application form used by an Anchor Investor to make a Bid in the Anchor Investor Portion and
Anchor Investor
which will be considered as an application for Allotment in terms of this Red Herring Prospectus
Application Form
and Prospectus
Anchor Investor Pay- With respect to Anchor Investor(s), it shall be the Anchor Investor Bid/Offer Period, and in the
In Date event the Anchor Investor Allocation Price is lower than the Anchor Investor Offer Price, not later
than two Working Days after the Bid/Offer Closing Date
The day, being one Working Day prior to the Bid/Offer Opening Date, on which Bids by Anchor
Anchor Investor
Investors shall be submitted, prior to and after which the BRLMs will not accept any Bids from
Bid/Offer Period
Anchor Investors, and allocation to Anchor Investors shall be completed
Final price at which the Equity Shares will be Allotted to Anchor Investors in terms of this Red
Herring Prospectus and the Prospectus, which price will be equal to or higher than the Offer Price
Anchor Investor Offer
but not higher than the Cap Price.
Price
The Anchor Investor Offer Price will be decided by our Company, in consultation with the BRLMs

7
 Term Description
Up to 60% of the QIB Portion which may be 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 valid Bids being received at or above the Anchor Investor Offer Price.
Anchor Investor
Portion
One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to
valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation
Price, in accordance with the SEBI ICDR Regulations.
Application, whether physical or electronic, used by ASBA Bidders to make a Bid and authorizing
Application Supported
an SCSB to block the Bid Amount in the ASBA Account and will include applications made by
by Blocked Amount /
UPI Bidders, where the Bid Amount will be blocked upon acceptance of UPI Mandate Request by
ASBA
UPI Bidders
Bank account maintained with an SCSB by an ASBA Bidder, as specified in the ASBA Form
submitted by ASBA Bidders for blocking the Bid Amount mentioned in the relevant ASBA Form
ASBA Account
and includes the account of an UPI Bidder which is blocked upon acceptance of a UPI Mandate
Request made by the UPI Bidders
ASBA Bid A Bid made by an ASBA Bidder
ASBA Bidders All Bidders except Anchor Investors
Application form, whether physical or electronic, used by ASBA Bidders to submit Bids, which
ASBA Form will be considered as the application for Allotment in terms of this Red Herring Prospectus and
the Prospectus
Collectively, Escrow Collection Bank(s), Public Offer Account Bank(s), Sponsor Bank(s) and
Banker(s) to the Offer
Refund Bank(s), as the case may be
Basis on which Equity Shares will be Allotted to successful Bidders under the Offer and which is
Basis of Allotment
described in “Offer Structure” beginning on page 479.
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 Bid/Offer Period by an Anchor
Investor, pursuant to submission of the Anchor Investor Application Form, to subscribe to or
Bid 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
The highest value of optional Bids indicated in the Bid cum Application Form and payable by the
Bidder, in the case of Retail Individual Investors Bidding at the Cut-off Price, the Cap Price
multiplied by the number of Equity Shares Bid for by such RII and mentioned in the Bid cum
Application Form and payable by the Bidder or blocked in the ASBA Account of the Bidder, as the
Bid Amount case may be, upon submission of the Bid in the Offer.

Eligible Employees applying in the Employee Reservation Portion can apply at the Cut Off Price and
the Bid amount shall be Cap Price (net of the Employee Discount), multiplied by the number of
Equity Shares Bid for such Eligible Employee and mentioned in the Bid cum Application Form.
Bid cum Application
Anchor Investor Application Form or the ASBA Form, as the context requires
Form
[●] Equity Shares of face value ₹1 each and in multiples of [●] Equity Shares of face value ₹1
Bid Lot
each thereafter
Except in relation to any Bids received from the Anchor Investors, the date after which the
Designated Intermediaries will not accept any Bids, being Friday, July 25, 2025, which shall be
notified in all editions of The Financial Express, an English national daily newspaper and all
editions of Jansatta, a Hindi national daily newspaper and Bangalore edition of Vishwavani, a
Kannada daily newspaper (Kannada being the regional language of Karnataka, where our
Registered and Corporate Office is located), each with wide circulation.
Bid/ Offer Closing
Our Company, in consultation with the BRLMs, may consider closing the Bid/Offer Period for
Date
QIBs one Working Day prior to the Bid/Offer Closing Date in accordance with the SEBI ICDR
Regulations. In case of any revision, the extended Bid/ Offer Closing Date shall also be widely
disseminated by notification to the Stock Exchanges by issuing a public notice, and also notified
on the websites of the BRLMs and at the terminals of the Syndicate Members and communicated
to the Designated Intermediaries and the Sponsor Bank(s), which shall also be notified in an
advertisement in the same newspapers in which the Bid/Offer Opening Date will be published, as
required under the SEBI ICDR Regulations
Except in relation to any Bids received from the Anchor Investors, the date on which the
Bid/ Offer Opening Designated Intermediaries shall start accepting Bids, being Wednesday, July 23, 2025, which shall
Date be notified in all editions of The Financial Express, an English national daily newspaper, all
editions of Jansatta, a Hindi national daily newspaper and Bangalore edition of Vishwavani, a

8
 Term Description
Kannada daily newspaper (Kannada being the regional language of Karnataka, where our
Registered and Corporate Office is located), each with wide circulation
Except in relation to Anchor Investors, the period between the Bid/ Offer Opening Date and the
Bid/ Offer Closing Date, inclusive of both days, during which prospective Bidders can submit their
Bid/ Offer Period Bids, including any revisions thereof in accordance with the SEBI ICDR Regulations. Provided
that the Bidding shall be kept open for a minimum of three Working Days for all categories of
Bidders, other than Anchor Investors
Any prospective investor who makes a Bid pursuant to the terms of the Red Herring Prospectus
Bidder and the Bid cum Application Form and unless otherwise stated or implied, includes an Anchor
Investor
Centres at which the Designated Intermediaries shall accept the ASBA Forms, i.e., Designated
Bidding Centers Branches for SCSBs, Specified Locations for the Syndicate, Broker Centres for Registered
Brokers, Designated RTA Locations for RTAs and Designated CDP Locations for CDPs
Book building process, as provided in Schedule XIII of the SEBI ICDR Regulations, in terms of
Book Building Process
which the Offer is being made
Book Running Lead
ICICI Securities Limited and JM Financial Limited
Managers / BRLMs
Centres notified by the Stock Exchanges where Bidders can submit the ASBA Forms to a
Registered Broker.
Broker Centres
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 ([Link] and
[Link])
CAN / Confirmation of Notice or intimation of allocation of the Equity Shares sent to Anchor Investors, who have been
Allocation Note allocated the Equity Shares, after the Anchor Investor Bid/ Offer Period
Higher end of the Price Band, above which the Offer Price and the Anchor Investor Offer Price
will not be finalised and above which no Bids will be accepted, including any revision thereof.
Cap Price
The Cap Price shall be at least 105% of the Floor Price and less than or equal to 120% of the Floor
Price
Agreement dated July 5, 2025 entered into amongst our Company, the Promoter Selling
Cash Escrow and Shareholders, the BRLMs, the Syndicate Members, the Bankers to the Offer and Registrar to the
Sponsor Bank Offer for, inter alia, collection of the Bid Amounts from Anchor Investors, transfer of funds to the
Agreement Public Offer Account and where applicable, refunds of the amounts collected from Bidders, on the
terms and conditions thereof
Client ID Client identification number maintained with one of the Depositories in relation to demat account
A depository participant as defined under the Depositories Act, 1996 registered with SEBI and
Collecting Depository who is eligible to procure Bids at the Designated CDP Locations in terms of circular no.
Participant / CDP CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI as per the list
available on the respective websites of the Stock Exchanges, as updated from time to time
The Offer Price, finalised by our Company, in consultation with the Book Running Lead Managers,
which shall be any price within the Price Band. Only Retail Individual Investors in the Retail Portion
Cut-off Price and Eligible Employees under the Employee Reservation Portion are entitled to Bid at the Cut-off
Price. QIBs (including Anchor Investors) and Non-Institutional Investors are not entitled to Bid at
the Cut-off Price
Details of the Bidders including the Bidders’ address, name of the Bidders’ father/husband,
Demographic Details
investor status, occupation, bank account details and UPI ID, wherever applicable
Such branches of the SCSBs which shall collect the ASBA Forms, a list of which is available on
Designated Branches the website of SEBI at [Link]
or at such other website as may be prescribed by SEBI from time to time
Such locations of the CDPs where Bidders can submit the ASBA Forms.

Designated CDP The details of such Designated CDP Locations, along with names and contact details of the
Locations Collecting Depository Participants eligible to accept ASBA Forms are available on the respective
websites of the Stock Exchanges ([Link] and [Link]), as updated from
time to time
The date on which the Escrow Collection Bank(s) transfer funds from the Escrow Account to the
Public Offer Account or the Refund Account, as the case may be, and/or the instructions are issued
to the SCSBs (in case of UPI Bidders, instruction issued through the Sponsor Bank(s)) for the
Designated Date transfer of amounts blocked by the SCSBs in the ASBA Accounts to the Public Offer Account or
the Refund Account, as the case may be, in terms of this Red Herring Prospectus and the
Prospectus, after the finalisation of the Basis of Allotment in consultation with the Designated
Stock Exchange, following which Equity Shares will be Allotted in the Offer

9
 Term Description
Collectively, the members of the Syndicate, sub-syndicate or agents, SCSBs (other than in relation
to RIBs using the UPI Mechanism) Registered Brokers, CDPs and RTAs, who are authorised to
collect Bid cum Application Forms from the relevant Bidders, in relation to the Issue.

In relation to ASBA Forms submitted by Retail Individual Investors (not using the UPI
Mechanism) by authorizing an SCSB to block the Bid Amount in the ASBA Account, Designated
Intermediaries shall mean SCSBs.
Designated
Intermediary(ies) In relation to ASBA Forms submitted by UPI Bidders where the Bid Amount will be blocked upon
acceptance of UPI Mandate Request by such UPI Bidders, as the case may be, Designated
Intermediaries shall mean Syndicate, sub-Syndicate/agents, Registered Brokers, CDPs, SCSBs
and RTAs.

In relation to ASBA Forms submitted by QIBs and Non-Institutional Investors (not using the UPI
Mechanism), Designated Intermediaries shall mean Syndicate, sub-Syndicate/agents, SCSBs,
Registered Brokers, the CDPs and RTAs
Such locations of the RTAs where Bidders can submit the ASBA Forms to RTAs. The details of
Designated RTA such Designated RTA Locations, along with names and contact details of the RTAs eligible to
Locations accept ASBA Forms are available on the respective websites of the Stock Exchanges
([Link] and [Link]) and updated from time to time
Designated SCSB Such branches of the SCSBs which shall collect the ASBA Forms, a list of which is available on
Branches the website of SEBI at
[Link] or at
such other website as may be prescribed by SEBI from time to time
Designated Stock
NSE
Exchange
The draft red herring prospectus dated December 24, 2024 issued in accordance with the SEBI
Draft Red Herring
ICDR Regulations, which did not contain complete particulars of the price at which the Equity
Prospectus / DRHP
Shares will be Allotted and the size of the Offer.
Eligible Employees Permanent employees, working in India or outside India (excluding such employees who are not
eligible to invest in the Offer under applicable laws), of our Company; or a Director of our
Company, (excluding such Directors who are not eligible to invest in the Offer under applicable
laws) whether whole-time or not, as on the date of the filing of the Red Herring Prospectus with
the RoC and who continues to be a permanent employee of our Company until the date of
submission of the Bid cum Application Form, but not including (i) Promoters; (ii) persons
belonging to the Promoter Group; or (iii) Directors who either themselves or through their relatives
or through any body corporate, directly or indirectly, hold more than 10% of the outstanding
Equity Shares of our Company.

The maximum Bid Amount under the Employee Reservation Portion by an Eligible Employee
shall not exceed ₹0.50 million (net of the Employee Discount). However, the initial Allotment to
an Eligible Employee in the Employee Reservation Portion shall not exceed ₹0.20 million. Only
in the event of under-subscription in the Employee Reservation Portion, the unsubscribed portion
will be available for allocation and Allotment, proportionately to all Eligible Employees who have
Bid in excess of ₹0.20 million, subject to the maximum value of Allotment made to such Eligible
Employee not exceeding ₹0.50 million (net of the Employee Discount)
Foreign Portfolio Investors eligible to participate in the Offer in terms of the applicable law and
from such jurisdictions outside India where it is not unlawful to make an offer/invitation under the
Eligible FPI(s)
Offer and in relation to whom the Bid cum Application Form and the Red Herring Prospectus
constitutes an invitation to subscribe to the Equity Shares offered thereby.
NRI(s) from jurisdictions outside India where it is not unlawful to make an Offer or invitation
Eligible NRI(s) under the Offer and in relation to whom the ASBA Form and the Red Herring Prospectus will
constitute an invitation to subscribe to or to purchase the Equity Shares
Employee Discount Our Company may, in consultation with the BRLMs, offer a discount of up to [●]% to the Offer
Price (equivalent of ₹[●] per Equity Share) to Eligible Employee(s) Bidding in the Employee
Reservation Portion, subject to necessary approvals as may be required, and which shall be
announced at least two Working Days prior to the Bid / Offer Opening Date
Employee Reservation The portion of the Offer being up to [●] Equity Shares of face value ₹1 each aggregating ₹15.00
Portion million which shall not exceed 5% of the post-Offer Equity Share capital of our Company,
available for allocation to Eligible Employees, on a proportionate basis.
Accounts opened with the Escrow Collection Bank(s) and in whose favour the Anchor Investors
Escrow Account(s) will transfer money through NACH/direct credit/NEFT/RTGS in respect of the Bid Amount when
submitting a Bid

10
 Term Description
Bank(s) which are clearing members and registered with SEBI as banker(s) to an issue under the
Escrow Collection
Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994 and with whom
Bank(s)
the Escrow Account(s) will be opened, in this case being ICICI Bank
Bidder whose name shall be mentioned in the Bid cum Application Form or the Revision Form
First Bidder/Sole
and in case of joint Bids, whose name shall also appear as the first holder of the beneficiary account
Bidder
held in joint names
Lower end of the Price Band, subject to any revision(s) thereto, not being less than the face value
Floor Price of Equity Shares, at or above which the Offer Price and the Anchor Investor Offer Price will be
finalised and below which no Bids will be accepted
A company or a person, as the case may be, categorized as a fraudulent borrower by any bank or
financial institution (as defined under Companies Act 2013) or consortium thereof, in accordance
Fraudulent Borrower
with the guidelines on fraudulent borrowers issued by the RBI and as defined under Regulation
2(1)(lll) of the SEBI ICDR Regulations
Fresh issue of up to [●] Equity Shares of face value ₹1 each aggregating up to ₹6,500.00 million
Fresh Issue
by our Company.
Fugitive Economic An individual who is declared a fugitive economic offender under section 12 of the Fugitive
Offender Economic Offenders Act, 2018
The General Information Document for investing in public issues prepared and issued in
accordance with the SEBI circular no. (SEBI/HO/CFD/DIL1/CIR/P/2020/37) dated March 17,
General Information 2020, suitably modified and updated pursuant to, among others, SEBI master circular no.
Document SEBI/HO/CFD/PoD-1/P/CIR)2024/0154 dated November 11, 2024 and the UPI Circulars, as
amended from time to time. The General Information Document shall be available on the websites
of the Stock Exchanges, and the BRLMs
Gross Proceeds The gross proceeds of the Fresh Issue that will be available to our Company
The materiality policy of our Company adopted by our Board dated December 18, 2024 for (a)
identification of material litigation; (b) group companies; and (c) material creditors, pursuant to
Materiality Policy
the requirements of the SEBI ICDR Regulations and for the purposes of disclosure in this Red
Herring Prospectus
Monitoring Agency CRISIL Ratings Limited, being a monitoring agency registered with SEBI
Monitoring Agency The agreement to be entered into between our Company and the Monitoring Agency
Agreement
5% of the Net QIB Portion, or [●] Equity Shares which shall be available for allocation to Mutual
Mutual Fund Portion
Funds only, subject to valid Bids being received at or above the Offer Price
Net Offer The Offer, less the Employee Reservation Portion
Proceeds of the Fresh Issue less our Company’s share of the Offer expenses. For further details
Net Proceeds regarding the use of the Net Proceeds and the Offer expenses, see “Objects of the Offer” on page
122.
Net QIB Portion The QIB Portion less the number of Equity Shares allocated to the Anchor Investors
Non-Institutional All Bidders that are not QIBs or Retail Individual Investors and who have Bid for Equity Shares
Investors / NIIs for an amount of more than ₹0.20 million (but not including NRIs other than Eligible NRIs)
The portion of the Net Offer, being not more than 15% of the Net Offer or [●] Equity Shares of
face value of ₹1 which shall be available for allocation to Non-Institutional Investors in accordance
with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price,
out of which
Non-Institutional i) one third shall be reserved for Bidders with Bids exceeding ₹0.20 million up to ₹1.00
Portion million; and
ii) two-thirds shall be reserved for Bidders with Bids exceeding ₹1.00 million

Provided that the unsubscribed portion in either of the sub-categories specified in (i) or (ii) above,
may be allocated to applicants in the other sub-category of Non-Institutional Investors.
Non-Resident Person resident outside India, as defined under FEMA
The initial public offer of up to [●] Equity Shares of face value of ₹1 each for cash at a price of ₹[●]
each aggregating up to ₹7,000.00 million, consisting of:

− Fresh Issue of up to [●] Equity Shares of face value of ₹1 each aggregating up to ₹6,500.00 million;
Offer
− Offer for Sale of up to [●] Equity Shares of face value of ₹1 each aggregating up to ₹500.00 million
by the Promoter Selling Shareholders.

The Offer comprises of the Net Offer and Employee Reservation Portion
Agreement dated December 24, 2024, read with the First Amendment Agreement to the Offer
Agreement, dated May 19, 2025, both entered amongst our Company, the Promoter Selling
Offer Agreement
Shareholders and the BRLMs, pursuant to which certain arrangements have been agreed to in
relation to the Offer

11
 Term Description
The offer for sale of up to [●] Equity Shares of face value ₹1 each aggregating up to ₹500.00
Offer for Sale
million by the Promoter Selling Shareholders in the Offer
The final price at which Equity Shares will be Allotted to ASBA Bidders in terms of the Red
Herring Prospectus and the Prospectus. Equity Shares will be Allotted to Anchor Investors at the
Anchor Investor Offer Price which will be decided by our Company, in consultation with the
BRLMs in terms of this Red Herring Prospectus and the Prospectus.

Offer Price The Offer Price will be decided by our Company, in consultation with the BRLMs on the Pricing
Date in accordance with the Book Building Process and this Red Herring Prospectus

A discount of up to [●]% on the Offer Price (equivalent of ₹[●] per Equity Share) may be offered
to Eligible Employees Bidding in the Employee Reservation Portion. This Employee Discount, if
any, will be decided by our Company, in consultation with the BRLMs.
The proceeds of the Fresh Issue which shall be available to our Company and the proceeds of the
Offer Proceeds Offer for Sale which shall be available to the Promoter Selling Shareholders. For further
information about use of the Offer Proceeds, see “Objects of the Offer” beginning on page 122.
Up to [●] Equity Shares of face value ₹1 each aggregating up to ₹500.00 million being offered for
Offered Shares
sale by the Promoter Selling Shareholders in the Offer for Sale
Price band of a minimum price of ₹[●] per Equity Share (Floor Price) and the maximum price of
₹[●] per Equity Share (Cap Price) including any revisions thereof. The Cap Price shall be at least
105% of the Floor Price and shall not exceed 120% of the Floor Price.

The Price Band and the minimum Bid Lot size for the Offer will be decided by our Company, in
Price Band consultation with the BRLMs, and will be advertised, at least two Working Days prior to the Bid/
Offer Opening Date, in all editions of The Financial Express, an English national daily newspaper
and all editions of Jansatta, a Hindi national daily newspaper and Bangalore edition of Vishwavani,
a Kannada daily newspaper, (Kannada being the regional language of Karnataka, where our
Registered and Corporate Office is located), each with wide circulation and shall be made available
to the Stock Exchanges for the purpose of uploading on their respective websites
Pricing Date Date on which our Company, in consultation with the BRLMs will finalise the Offer Price
Prospectus to be filed with the RoC on or after the Pricing Date in accordance with Section 26 of
Prospectus the Companies Act, 2013, and the SEBI ICDR Regulations containing, inter alia, the Offer Price,
the size of the Offer and certain other information, including any addenda or corrigenda thereto
Bank account opened with the Public Offer Account Bank, under Section 40(3) of the Companies
Public Offer Account Act, 2013 to receive monies from the Escrow Account and ASBA Accounts on the Designated
Date
Public Offer Account A bank which is a clearing member and registered with SEBI as a banker to an issue and with
Bank(s) which the Public Offer Account will be opened, in this case being Axis Bank
The portion of the Net Offer, being not less than 75% of the Net Offer or [●] Equity Shares of face
value ₹1 each to be Allotted to QIBs (including Anchor Investors) on a proportionate basis,
QIB Portion including the Anchor Investor Portion (in which allocation shall be on a discretionary basis, as
determined by our Company, in consultation with the BRLMs up to a limit of 60% of the QIB
Portion), subject to valid Bids being received at or above the Offer Price
Qualified Institutional Qualified institutional buyers as defined under Regulation 2(1)(ss) of the SEBI ICDR Regulations
Buyers / QIBs / QIB
Bidders
Red herring prospectus issued in accordance with Section 32 of the Companies Act, 2013 and the
provisions of the SEBI ICDR Regulations, which does not have complete particulars of the Offer
Red Herring
Price and the size of the Offer, including any addenda or corrigenda thereto. This Red Herring
Prospectus / RHP
Prospectus has been filed with the RoC at least three Working Days before the Bid/Offer Opening
Date and will become the Prospectus upon filing with the RoC after the Pricing Date
Account opened with the Refund Bank(s), from which refunds, if any, of the whole or part of the
Refund Account(s)
Bid Amount to the Bidders shall be made
Banker(s) to the Offer and with whom the Refund Account will be opened, in this case being ICICI
Refund Bank(s)
Bank
Stock brokers registered under SEBI (Stock Brokers) Regulations, 1992, as amended with the
Stock Exchanges having nationwide terminals, other than the BRLMs and the Syndicate Members
Registered Brokers and eligible to procure Bids in terms of SEBI ICDR Master Circular and SEBI circular No.
CIR/CFD/14/2012 dated October 4, 2012 (to the extent not rescinded by the SEBI ICDR Master
Circular in relation to the SEBI ICDR Regulations), issued by SEBI
Agreement dated December 23, 2024 entered into amongst our Company, the Promoter Selling
Registrar Agreement Shareholders and the Registrar to the Offer in relation to the responsibilities and obligations of the
Registrar to the Offer

12
 Term Description
Registrar and share transfer agents registered with SEBI and eligible to procure Bids from relevant
Registrar and Share
bidders at the Designated RTA Locations in terms of SEBI RTA Master Circular read with SEBI
Transfer Agents /
ICDR Master Circular and as per the lists available on the website of BSE and NSE, and the UPI
RTAs
Circulars issued by SEBI
Registrar to the Offer /
MUFG Intime India Private Limited (Formerly known as Link Intime India Private Limited)
Registrar
Individual Bidders, who have Bid for the Equity Shares for an amount not more than ₹0.20 million
Retail Individual
in any of the bidding options in the Offer (including HUFs applying through their Karta and
Investor(s)/RII(s)
Eligible NRIs and does not include NRIs other than Eligible NRIs)
The portion of the Net Offer, being not more than 10% of the Net Offer or [●] Equity Shares of
face value ₹1 each, available for allocation to Retail Individual Investors subject to valid Bids
Retail Portion
being received at or above the Offer Price, which shall not be less than the minimum Bid lot,
subject to availability in the Retail Portion
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.

Revision Form QIB Bidders and Non-Institutional Investors are not allowed to withdraw or lower their Bids (in
terms of quantity of Equity Shares or the Bid Amount) at any stage. Retail Individual Investors
can revise their Bids during the Bid/ Offer Period and withdraw their Bids until Bid/Offer Closing
Date
SEBI Complaints Redress System, a centralized web-based complaints redressal system launched
SCORES
by SEBI.
SEBI Securities and Exchange Board of India
The banks registered with SEBI, which offer the facilities (i) in relation to ASBA, where the Bid
Amount will be blocked by authorising an SCSB, a list of which is available on the website of
SEBI at
https:/[Link]/sebiweb/other/[Link]?doRecognisedFpi=yes&intmId=34 and
updated from time to time and at such other websites as may be prescribed by SEBI from time to
time, (ii) in relation to UPI Bidders, a list of which is available on the website of SEBI at
[Link] or
Self-Certified
such other website as may be prescribed by SEBI and updated from time to time.
Syndicate Bank(s) or
SCSB(s)
Applications through UPI in the Offer can 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 provided as Annexure ‘A’ to the
SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019. The said list shall be
available on the website of SEBI at
[Link] or
such other website as may be prescribed by SEBI and updated from time to time
Share escrow agent to be appointed pursuant to the Share Escrow Agreement, namely, MUFG
Share Escrow Agent
Intime India Private Limited (Formerly Link Intime India Private Limited)
Agreement dated July 4, 2025 entered amongst our Company, the Promoter Selling Shareholders
Share Escrow and the Share Escrow Agent in connection with the transfer of the Offered Shares by each
Agreement Promoter Selling Shareholder and credit of such Equity Shares to the demat account of the
Allottees in accordance with the Basis of Allotment
Bidding Centers where the Syndicate shall accept ASBA Forms from Bidders, a list of which will
Specified Locations
be included in the Bid cum Application Form
Axis Bank and ICICI Bank being the Banker(s) to the Offer, registered with SEBI under the
Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, appointed by our
Sponsor Bank(s) Company to act as a conduit between the Stock Exchanges and NPCI in order to push the mandate
collect requests and / or payment instructions of the UPI Bidders using the UPI and carry out other
responsibilities, in terms of the UPI Circulars
Syndicate / Members
Together, the BRLMs and the Syndicate Members
of the Syndicate
Agreement dated July 16, 2025 entered amongst our Company, the Promoter Selling Shareholders,
Syndicate Agreement
the BRLMs and the Syndicate Members, in relation to collection of Bids by the Syndicate
Intermediaries (other than the BRLMs) registered with SEBI who are permitted to accept bids,
Syndicate Members applications and place order with respect to the Offer and carry out activities as an underwriter,
namely, JM Financial Services Limited
Systemically
Important Non- Systemically important non-banking financial company as defined under Regulation 2(1)(iii) of
Banking Financial the SEBI ICDR Regulations
Company
Underwriters [●]

13
 Term Description
Agreement to be entered amongst our Company, the Promoter Selling Shareholders and the
Underwriting Underwriters prior to the filing of the Prospectus with the RoC and in accordance with the nature
Agreement of underwriting which is determined in accordance with Regulation 40(3) of SEBI ICDR
Regulations
UPI Unified payments interface which is an instant payment mechanism, developed by NPCI
Collectively, individual Bidders applying as (i) Retail Individual Investors in the Retail Portion,
and (ii) Eligible Employee Bidding in Employee Reservation Portion; and (iii) 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 Registrar and Share Transfer Agents.

Pursuant to the SEBI ICDR Master Circular and Circular no.

SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022 (to the extent not rescinded by the
UPI Bidder(s)
SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations) issued by SEBI, all
individual investors applying in public issues where the application amount is up to ₹0.50 million
shall use UPI and shall provide their UPI ID in the Bid cum Application Form submitted with: (i)
a syndicate member, (ii) a stock broker registered with a recognized stock exchange (whose name
is mentioned on the website of the stock exchange as eligible for such activity), (iii) a depository
participant (whose name is mentioned on the website of the stock exchange as eligible for such
activity), and (iv) a registrar to an issue and share transfer agent (whose name is mentioned on the
website of the stock exchange as eligible for such activity)
The SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018, SEBI
circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, SEBI circular no.
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019,
SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020,
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, SEBI circular no.
SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021, SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, SEBI circular no.
UPI Circulars SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 (to the extent these circulars are not
rescinded by the SEBI RTA Master Circular and SEBI ICDR Master Circular), SEBI circular no
SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022 SEBI master circular with circular no.
SEBI/HO/MIRSD/POD-1/P/CIR/2023/70 dated May 17, 2023 (to the extent that such circulars
pertain to the UPI Mechanism), SEBI master circular with circular no.
SEBI/HO/CFD/PoD1/CIR/2024/1054 dated November 11, 2024, and any subsequent circulars or
notifications issued by SEBI in this regard, along with the circular issued by the National Stock
Exchange of India Limited having reference no. 25/2022 dated August 3, 2022 and the circular
issued by BSE Limited having reference no. 20220803-40 dated August 3, 2022 and any
subsequent circulars or notifications issued by SEBI, Stock Exchanges or any other governmental
authority in this regard
UPI ID ID created on the UPI for single-window mobile payment system developed by the NPCI
A request (intimating the UPI Bidder by way of a notification on the UPI linked mobile application
and by way of an SMS on directing the UPI Bidder to such UPI linked mobile application) to the
UPI Mandate Request UPI Bidder initiated by the Sponsor Bank(s) to authorise blocking of funds on the UPI application
equivalent to Bid Amount and subsequent debit of funds in case of Allotment. Such request shall
be accepted by UPI Bidders at or before 5.00 pm on Bid/Offer Closing Date.
The bidding mechanism that may be used by a UPI Bidder in accordance with the UPI Circulars
UPI Mechanism
to make an ASBA Bid in the Offer
UPI PIN Password to authenticate UPI transaction
A company or person, as the case may be, categorized as a wilful defaulter by any bank or financial
institution (as defined under the Companies Act, 2013) or consortium thereof, in accordance with
Wilful Defaulter
the guidelines on wilful defaulter as defined under Regulation 2(1)(lll) of the SEBI ICDR
Regulations
All days on which commercial banks in Mumbai are open for business. In respect of announcement
of Price Band and Bid/Offer Period, Working Day shall mean all days, excluding Saturdays,
Sundays and public holidays, on which commercial banks in Mumbai are open for business. In
Working Day
respect of the time period between the Bid/ Offer Closing Date and the listing of the Equity Shares
on the Stock Exchanges, Working Day shall mean all trading days of the Stock Exchanges,
excluding Sundays and bank holidays, as per circulars issued by SEBI

14
Conventional and General Terms or Abbreviations

Term Description
₹/Rs./Rupees/INR Indian Rupees
AGM Annual general meeting
AIFs Alternative Investments Funds
AS or Accounting
Accounting standards issued by the ICAI
Standards
BSE BSE Limited
CAGR Compound Annual Growth Rate
AIFs who are registered as “Category I Alternative Investment Funds” under the SEBI AIF
Category I AIF
Regulations
FPIs who are registered as “Category I Foreign Portfolio Investors” under the SEBI FPI
Category I FPIs
Regulations
AIFs who are registered as “Category II Alternative Investment Funds” under the SEBI AIF
Category II AIF
Regulations
FPIs who are registered as “Category II Foreign Portfolio Investors” under the SEBI FPI
Category II FPIs
Regulations
AIFs who are registered as “Category III Alternative Investment Funds” under the SEBI AIF
Category III AIF
Regulations
CDSL Central Depository Services (India) Limited
CIN Corporate Identity Number
Civil Code or CPC The Code of Civil Procedure, 1908, as amended
Companies Act/
Companies Act, 2013, along with the relevant rules made thereunder, as amended
Companies Act, 2013
Companies Act, 1956 Companies Act, 1956, along with the relevant rules made thereunder, as amended
Coronavirus disease 2019, a respiratory illness caused by the Novel Coronavirus and a public
COVID-19 health emergency of international concern as declared by the World Health Organization on
January 30, 2020 and a pandemic on March 11, 2020
Depositories NSDL and CDSL
Depositories Act Depositories Act, 1996, as amended
DIN Director Identification Number
DPDP Act Digital Personal Data Protection Act, 2023, as amended
Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry,
DPIIT
Government of India (earlier known as the Department of Industrial Policy and Promotion)
DP ID Depository Participant Identification
DP/ Depository
Depository participant as defined under the Depositories Act, as amended
Participant
EGM Extraordinary General Meeting
EP Act Environment Protection Act, 1986, as amended
EP Rules Environment Protection Rules, 1986, as amended
EPS Earnings Per Share
FCNR Foreign Currency Non-Resident
FDI Foreign direct investment
Consolidated Foreign Direct Investment Policy notified by the DPIIT through notification dated
FDI Policy
October 15, 2020 effective from October 15, 2020
Foreign Exchange Management Act, 1999, read with rules and regulations thereunder, as
FEMA
amended
FEMA Rules Foreign Exchange Management (Non-debt Instruments) Rules, 2019, as amended
Financial Year/ Fiscal/
Unless stated otherwise, the period of 12 months ending March 31 of that particular year
FY
FPI(s) Foreign portfolio investors as defined under the SEBI FPI Regulations, as amended
FSS Act The Food Safety and Standards Act, 2006, as amended
FSSAI Food Safety and Standard Authority of India
FSSR Food Safety and Standard Rules, 2011, as amended
foreign venture capital investors (as defined under the SEBI (Foreign Venture Capital Investor)
FVCI(s)
Regulations, 2009, as amended
GDP Gross domestic product
Gazette Gazette of India
GoI / Government /
Government of India
Central Government
GST Goods and Services Tax
HUF Hindu Undivided Family
ICAI The Institute of Chartered Accountants of India

15
 Term Description
International Financial Reporting Standards, as issued by the International Accounting Standards
IFRS
Board
Ind AS/ Indian Indian Accounting Standards notified under Section 133 of the Companies Act, 2013 read with
Accounting Standards the Companies (Indian Accounting Standards) Rules, 2015, as amended
India Republic of India
IPO Initial public offering
IST Indian Standard Time
IT Information Technology
IT Act The Income Tax Act, 1961, as amended
Information Technology (Intermediaries Guidelines and Digital Media Ethics Code) Rules, 2021,
IT Intermediary Rules
as amended
KPIs Key performance indicators
MCA Ministry of Corporate Affairs
Mutual Fund (s) Mutual Fund(s) means mutual funds registered under the SEBI (Mutual Funds) Regulations, 1996
NA Not applicable
National Investment National Investment Fund set up by resolution F. No. 2/3/2005-DD-II dated November 23, 2005
Fund of the GoI, published in the Gazette of India
NBFC-SI Systemically important non-banking financial company
NACH National Automated Clearing House
NEFT National Electronic Funds Transfer
Non- GAAP Non-generally accepted accounting principle
NPCI National Payments Corporation of India
NRI Individual resident outside India, who is a citizen of India
NSDL National Securities Depository Limited
NSE National Stock Exchange of India Limited
A company, partnership, society or other corporate body owned directly or indirectly to the extent
of at least 60% by NRIs including overseas trusts, in which not less than 60% of beneficial interest
OCB/Overseas
is irrevocably held by NRIs directly or indirectly and which was in existence on September 16,
Corporate Body
2003 and immediately before such date had taken benefits under the general permission granted
to OCBs under FEMA
P/E Price/earnings
P/E Ratio Price/earnings ratio
PAN Permanent account number
RBI The Reserve Bank of India
Regulation S Regulation S under the U.S. Securities Act
RTGS Real Time Gross Settlement
SBO Rules Companies (Significant Beneficial Owners) Rules, 2018, as amended
SCRA Securities Contracts (Regulation) Act, 1956, as amended
SCRR Securities Contracts (Regulation) Rules, 1957, as amended
SEBI Securities and Exchange Board of India constituted under the SEBI Act, as amended
SEBI Act Securities and Exchange Board of India Act, 1992, as amended
Securities and Exchange Board of India (Alternative Investments Funds) Regulations, 2012, as
SEBI AIF Regulations
amended
Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019, as
SEBI FPI Regulations
amended
SEBI ICDR Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations Regulations, 2018, as amended
SEBI Listing Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations Regulations, 2015, as amended
SEBI ICDR Master
SEBI master circular no. SEBI/HO/CFD/PoD1/P/CIR/ 2024/0154 dated November 11, 2024
Circular
SEBI Merchant
Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992, as amended
Bankers Regulations
SEBI RTA Master
SEBI master circular no. SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/91 dated June 23, 2025
Circular
Securities and Exchange Board of India (Venture Capital Fund) Regulations, 1996 as repealed
SEBI VCF Regulations
pursuant to the SEBI AIF Regulations, as amended
State Government The government of a state in India
Stock Exchanges BSE and NSE
STT Securities transaction tax
Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Takeover Regulations
Regulations, 2011, as amended
Trade Marks Act Trade Marks Act, 1999, as amended

16
 Term Description
U.S./USA/United United States of America, its territories and possessions, any State of the United States, and the
States District of Columbia
USD/US$ United States Dollars
U.S. Securities Act United States Securities Act of 1933
VCFs Venture Capital Funds as defined in and registered with SEBI under the SEBI VCF Regulations

Technical/Industry Related Terms/Abbreviations

Term Description
APAC Asia-Pacific
AUM Area Under Management
B2B Business-to-Business
B2C Business-to-Customer
Cash EBIT Cash EBIT is calculated as EBITDA (before loss on fair value of financial liabilities) less payment
of lease liabilities (including interest).
Capital employed Capital employed is calculated as total equity plus net debt.
CII Confederation of Indian Industry
Debt to Equity Ratio Debt to equity ratio is calculated as total borrowings divided by total equity.
F&B Food and Beverages
EBITDA EBITDA is calculated as loss after tax plus tax expense, finance cost, depreciation and amortisation
expense for the period.
EBITDA (Operational) EBITDA (operational) provides information regarding operational efficiency of business.
EBITDA (before loss EBITDA (before loss on fair value of financial liabilities) is calculated as EBITDA (Operational)
on fair value of plus loss on fair value of financial liabilities.
financial liabilities)
EBITDA margin EBITDA margin (before loss on fair value of financial liabilities) is calculated as EBITDA (before
(before loss on fair loss on fair value of financial liabilities) divided by revenue from operations.
value of financial
liabilities)
FM Facility Management
IFM Integrated Facility Management
GCCs Global Capability Centers
IGBC Indian Green Building Council
Loss after tax Loss after tax means loss for the period after tax.
Loss before tax Loss before tax means loss for the period before tax.
Material Centers The following 20 centers which contributed towards 50.35% of the total revenue generated by the
Company as on March 31, 2025 are the material centers of the Company:

1. Indiqube Golf View;

2. Indiqube Alpine;
3. Indiqube Orchid;
4. Indiqube Treya;
5. Indiqube Lexington;
6. Indiqube Golf View 2;
7. Indiqube South Summit;
8. Indiqube Alpha;
9. Indiqube Leela;
10. Indiqube Helios;
11. Indiqube Viceroy;
12. Indiqube ABZ;
13. Indiqube Emerald;
14. Indiqube Orion;
15. Indiqube Ashford;
16. Indiqube AMR;
17. Indiqube Ocean;
18. Indiqube Echo;
19. Indiqube Edge; and
20. Indiqube Fore.
MW Megawatt
Net Assets Net assets is calculated as total assets minus total liabilities.

17
 Term Description
Net Asset value per Net asset value per equity share is calculated as net assets at the end of the period divided by total
Equity share weighted average number of equity shares outstanding at the end of the period/year post bonus
share issue.
Net debt Net debt is calculated as total borrowings minus cash and cash equivalents and bank balances other
than cash and cash equivalents for the period.
Net debt to Equity ratio Net debt to equity ratio is calculated as net debt divided by total equity.
Net Worth Net worth represents total equity excluding share application money pending allotment.
POSH Prevention Of Sexual Harassment
Return on Capital Return on capital employed is calculated as Cash EBIT divided by capital employed.
Employed
Return on Net Worth Return on net worth is calculated as loss after tax divided by net worth.
SBA 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
SKU Stock Keeping Unit
Sq. ft. Square Feet
SWOT Strengths, Weaknesses, Opportunities and Threats
TAM Total Addressable Market
Total borrowings Total borrowings is calculated as sum total of current borrowings and non-current borrowings at
the period end.
Total equity Total equity is sum total of equity share capital, instruments entirely equity in nature and other
equity.
VAS Value-Added Service

Key Performance Indicators

Financial Metrics

Term Description
Total income Total income means sum of revenue from operations and other income for the period
Revenue from operations Revenue from operations means revenue from rental income, margin revenue on finance lease,
electricity charges, maintenance charges, sale of goods and other ancillary services for the period
Loss before tax Loss before tax means loss for the period before tax
Loss before tax margin Loss before tax margin is calculated as loss before tax divided by total income
(%)
Loss after tax Loss after tax means loss for the period after tax
Loss after tax margin (%) Loss after tax margin is calculated as loss after tax divided by total income
EBITDA EBITDA is calculated as loss after tax plus tax expense, finance cost, depreciation and amortisation
expense for the period
EBITDA (Operational) EBITDA (Operational) is calculated as EBITDA less other income for the period
EBITDA margin EBITDA margin (Operational) is calculated as EBITDA (Operational) divided by revenue from
(Operational) (%) operations
Cash EBIT Cash EBIT is calculated as EBITDA (before loss on fair value of financial liabilities) less payment
of lease liabilities (including interest)
Cash EBIT margin (%) Cash EBIT margin is calculated as cash EBIT divided by revenue from operations
Brokerage expenses to Brokerage expense to revenue from operations is calculated as brokerage expenses divided by
revenue from operations revenue from operations
(%)
Net Debt Net debt is calculated as total borrowings minus cash and cash equivalents and bank balances other
than cash and cash equivalents for the period
Capital employed Capital employed is calculated as total equity plus net debt
RoCE (%) Return on capital employed (%) is calculated as Cash EBIT divided by capital employed

18
Operating Metrics

KPI (Operational) Description

Active stock Active stock means the rentable SBA plus SBA under fitout
Number of seats Number of seats under active stock means the maximum number of seats available across active
(under active stock) stock
Centres (under active Centres under active stock refers to the total number of individual centres with rentable area plus
stock) area of centres under fitout
Cities (under active Cities under active stock indicates the total number of cities in which we have geographic
stock) presence through rentable area plus area of centres under fitout
Rentable seats Rentable seats refers to the seats across our centres where (i) we are receiving rent from clients
or (ii) could potentially receive rent from clients
Rentable area (msf) Rentable area refers to the SBA across our centres where (i) we are receiving rent from clients or
(ii) could potentially receive rent from clients
Occupied seats Occupied seats means the total number of seats contracted with our clients in our rentable area
Occupied area (msf) Occupied area means the total SBA contracted with our clients
Occupancy % Occupancy % is calculated as occupied area/seats divided by rentable area/seats
Steady state Occupancy of the centres which are more than 12 months old is considered as steady state
occupancy (%) occupancy
Revenue - Multi- Clients which have occupied space in more than one centres are considered as multi centre
centre clients clients
Average Monthly Net Average monthly net churn rate is calculated as the occupied area terminated or contracted by
churn rate the clients less the occupied area expanded by the clients divided by the average monthly
occupancy for the year/period

19
 CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA
AND CURRENCY OF PRESENTATION

Certain Conventions

All references to “India” contained in this Red Herring Prospectus are to the Republic of India, together with its
territories and possessions. 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 in this Red Herring Prospectus to the “U.S.”, “USA” or “United States” are to the United States of
America, together with its territories and possessions.

Unless stated otherwise, all references to page numbers in this Red Herring Prospectus are to the page numbers
of this Red Herring Prospectus.

Financial Data

Our Company’s financial year commences on April 1 of the immediately preceding calendar year and ends
on March 31 of that 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 calendar year.

Unless the context requires otherwise, all references to a year in this Red Herring Prospectus are to a
calendar year and references to a Fiscal/Fiscal Year are to the year ended on March 31, of that calendar
year.

Unless indicated otherwise or the context requires otherwise, the financial information and financial ratios
in this Red Herring Prospectus have been derived from the Restated Financial Information. For further
information, see “Restated Financial Information” on page 345.

The Restated Financial Information comprises the restated statement of assets and liabilities as at March 31, 2025,
March 31, 2024, and March 31, 2023 restated statements of profit and loss (including other comprehensive
income), and restated cash flow statements and restated statements 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 relating to such financial periods, prepared in accordance with Ind AS,
and restated in accordance with requirements of Section 26 of Part I of Chapter III of the Companies Act, 2013,
SEBI ICDR Regulations and the Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by
ICAI, each as amended. The Restated Financial Information has been prepared to comply in all material respects
with the Indian Accounting Standards as prescribed under Section 133 of the Act read with the Companies (Indian
Accounting Standards) Rules, 2015 (as amended from time to time), presentation requirements of division II of
Schedule III to the Companies Act, 2013, as applicable to the financial statements and other relevant provisions
of the Companies Act, 2013. The audited financial statements for the financial years ended March 31, 2025 and
March 31, 2024 have been audited by our Statutory Auditors. The audited financial statements for the year ended
March 31, 2023 have been audited by the Predecessor Auditor.

In pursuance to general direction received from SEBI vide their e-mail dated October 28, 2021 from SEBI to
Association of Investment Bankers of India stating that financial statements (“SEBI Letter”) for all three years
and stub period of issuer companies are required to be prepared in accordance with Ind AS, for the purpose of
audited special purpose IND AS financial statements of the Company for the aforesaid period are prepared after
making suitable adjustments to the accounting heads from their Indian GAAP values following accounting policy
choices (both mandatory exceptions and optional exemptions availed, as per Ind AS 101) consistent with that
used at the date of transition to Ind AS (01 April 2022) and as per the presentation, accounting policies
and grouping / classifications including revised Schedule III disclosures pursuant to the SEBI Letter.

There are significant differences between Ind AS, U.S. GAAP and IFRS. Our Company does not provide
reconciliation of its financial information to IFRS or U.S. GAAP. Our Company has not attempted to explain
those differences or quantify their impact on the financial data included in this Red Herring Prospectus and it is
urged that you consult your own advisors regarding such differences and their impact on our financial data.
Accordingly, the degree to which the financial information included in this Red Herring Prospectus will provide
meaningful information is entirely dependent on the reader’s level of familiarity with Indian accounting policies
and practices, the Companies Act, Ind AS, and the SEBI ICDR Regulations. Any reliance by persons not familiar

20
with Indian accounting policies and practices on the financial disclosures presented in this Red Herring Prospectus
should, accordingly, be limited. For risks relating to significant differences between Ind AS and other accounting
principles, see “Risk Factors – Significant differences exist between Ind AS and other accounting principles, such
as U.S. GAAP and IFRS, which investors may be more familiar with and may consider material to their assessment
of our financial condition.” on page 72.

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, so all references to a particular financial year or fiscal are to the 12-
month period commencing on April 1 of the immediately preceding calendar year and ending on March 31 of that
particular calendar year. Unless the context requires otherwise, all references to a year in this Red Herring
Prospectus are to a calendar year and references to a Fiscal/Fiscal Year/ Financial Year are to the year ended on
March 31, of that calendar year. Unless otherwise specified, any time mentioned in this Red Herring Prospectus
is in Indian Standard Time (“IST”).

Unless the context otherwise indicates, any percentage amounts (other than the KPIs and other operational
metrics), as set forth in “Risk Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” on pages 38, 241 and 407, respectively, and elsewhere in this Red Herring
Prospectus have been calculated on the basis of the Restated Financial Information of our Company.

Certain figures contained in this Red Herring Prospectus, including financial information, have been subject to
rounding adjustments. All decimals have been rounded off to two decimal points. 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 tables may not conform exactly to the total figure given for that column or
row.

Non-GAAP Financial Measures

In evaluating our business, we consider and use non-GAAP financial measures such as net asset value per equity
share, EBITDA, net debt, debt to equity ratio, capital employed, net worth, EBITDA (operational), EBITDA
(before loss on fair value of financial liabilities), EBITDA margin (before loss on fair value of financial liabilities),
cash EBIT, return on net worth, and return on capital employed. These non-GAAP financial measures are not
defined under Ind AS, Indian GAAP or IFRS and are not presented in accordance with Ind AS, Indian GAAP or
IFRS. They may not be comparable to similarly titled measures reported by other companies due to potential
inconsistencies in the method of calculation. We have included these non-GAAP financial measures because we
believe they are indicative measures of our operating performance and are used by investors and analysts to
evaluate companies in the same industry. These non-GAAP financial measures should be considered in addition
to, and not as a substitute for, other measures of financial performance and liquidity reported in accordance with
Ind AS. These measures should not be considered in isolation or construed as an alternative to Ind AS measures
of performance or as an indicator of our operating performance, liquidity, profitability, or results of operations.
The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a
substitute for the Restated Financial Information. In addition, these non-GAAP measures and other industry
metrics are not standardised terms, hence a direct comparison of similarly titled non-GAAP measures and other
industry metrics between companies may not be possible. Other entities may calculate the non-GAAP measures
and other industry metrics differently from us, limiting its utility as a comparative measure. Although the non-
GAAP measures and other industry metrics are not a measure of performance calculated in accordance with
applicable accounting standards, our Company’s management believes that it is useful to an investor in evaluating
us, as it is a widely used measure to evaluate operating performance of a company. For further details, see ‘Risk
Factors – Certain non-GAAP financial measures relating to our operations and financial performance have been
included in this Red Herring Prospectus. These non-GAAP financial measures are not measures of operating
performance or liquidity defined by Ind AS and may not be comparable” on page 66 and “Other Financial
Information” on page 404.

Industry and Market Data

Unless stated otherwise, industry and market data used in this Red Herring Prospectus has been obtained or
derived from the report titled “Industry Report on Flexible Workspaces Segment in India” dated June 25, 2025
(“CBRE Report”), which is exclusively prepared for the purpose of the Offer and issued by CBRE South Asia
Private Limited (“CBRE”) and is commissioned and paid for by our Company. CBRE was appointed by our
Company pursuant to engagement letter dated November 22, 2024. The Report is available on the website of our
Company at www.//[Link]/investor/, until the Bid / Offer Closing Date.

21
CBRE is an independent agency which has no relationship with our Company, our Promoters, any of our Directors
or Key Managerial Personnel or Senior Management Personnel or the Book Running Lead Managers, except in
relation to the ordinary course of our business.

For details of risks in relation to the CBRE Report, see “Risk Factors – Certain sections of this Red Herring
Prospectus disclose information from the CBRE Report which is a paid report and commissioned and paid for by
us exclusively in connection with the Issue and any reliance on such information for making an investment decision
in the Issue is subject to inherent risks.” on page 66.

Although the industry and market data used in this Red Herring Prospectus is reliable, industry sources and
publications may base their information on estimates and assumptions that may prove to be incorrect. The data
used in these sources may have been reclassified by us for the purposes of presentation. Data from these sources
may also not be comparable.

The extent to which the market and industry data presented in this Red Herring Prospectus is meaningful depends
upon the reader’s familiarity with and understanding of the methodologies used in compiling such data. There are
no standard data gathering methodologies in the industry in which the business of our Company is conducted, and
methodologies and assumptions may vary widely among different market and industry sources.

Such data involves risks, uncertainties and numerous assumptions and is subject to change based on various
factors, including those discussed in “Risk Factors” on page 38. Accordingly, investment decisions should not be
based solely on such information.

In accordance with the SEBI ICDR Regulations, the section “Basis for Offer Price” on page 140 includes
information relating to our peer group companies. Such information has been derived from publicly available
sources.

Disclaimer of CBRE

The CBRE Report is subject to the following disclaimer:

“CBRE South Asia Pvt. Ltd. (“CBRE”) has prepared the report titled “Industry Report on Flexible Workspaces
Segment in India” dated June 25, 2025 (“CBRE Report”). CBRE is not operating under a Financial Services
License when providing the CBRE Report, which does not constitute financial product advice. The CBRE Report
is not a recommendation to invest / disinvest in any offer or transaction and no part of the Industry Report should
be construed as an expert advice or investment advice or any form of investment banking within the meaning of
any law or regulation. Investors should consider obtaining independent advice from their financial, legal,
taxation, and other advisors before making any decision to invest in/with the Indiqube Spaces Limited.

Any reference to CBRE within the Offer Document must be read in conjunction with the full Industry report. The
Industry Report may not be reproduced in whole or in part without prior written approval of CBRE.”

Currency and Units of Presentation

All references to “Rupees” or “₹” or “Rs.” or “INR” are to Indian Rupees, the official currency of the Republic of
India. All references to “US$”, “U.S. Dollar”, “USD” or “U.S. Dollars” are to United States Dollars, the official
currency of the United States of America.

In this Red Herring Prospectus, our Company has presented certain numerical information. Except otherwise
stated, all figures have been expressed in millions. One million represents ‘0.1 crore’, ‘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, such figures appear in this Red Herring Prospectus expressed in such
denominations as provided in their respective sources.

Exchange Rates

This Red Herring Prospectus may contain conversions of certain other currency amounts into Indian Rupees that
have been presented solely to comply with the requirements of the SEBI ICDR Regulations. These conversions
should not be construed as a representation that such currency amounts could have been, or can be converted into
Indian Rupees, at any particular rate, or at all.

22
The exchange rates of certain currencies used in this Red Herring Prospectus into Indian Rupees for the periods
indicated are provided below:

Currency As on March 31, 2025 (₹) As on March 31, 2024 (₹) As on March 31, 2023 (₹)
1 USD 85.58 83.37 82.22
(Source: [Link])
Note: The exchange rates are rounded off to two decimal places and in event of a public holiday on the respective day, the previous Working
Day not being a public holiday has been considered

23
 FORWARD-LOOKING STATEMENTS

This Red Herring Prospectus contains certain “forward-looking statements”. These forward-looking statements
include statements which can generally be identified by words or phrases such as “aim”, “anticipate”, “believe”,
“expect”, “estimate”, “intend”, “likely to”, “objective”, “plan”, “propose”, “project”, “will”, “will continue”,
“seek to”, “will pursue”, or other words or phrases of similar import. Similarly, statements that describe our
Company’s strategies, objectives, plans or goals are also forward-looking statements.

These forward-looking statements, whether made by us or a third-party, are based on our current plans, estimates,
presumptions and expectations and actual results may differ materially from those suggested by such forward-
looking statements. All forward-looking statements are subject to risks, uncertainties and assumptions about us
that could cause actual results to differ materially from those contemplated by the relevant forward-looking
statement.

This may be due to risks or uncertainties or assumptions associated with the expectations with respect to, but not
limited to, regulatory changes pertaining to the industry in which our Company operates and our ability to respond
to them, our ability to successfully implement our strategy, 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 the
industry and incidence of any natural calamities and/or acts of violence. Important factors that could cause actual
results to differ materially from our Company’s expectations include, but are not limited to, the following:

1. For Fiscals 2025, 2024 and 2023, 88.84%, 91.82% and 93.18% of our revenue from operations, respectively,
was derived from our centers in Bengaluru, Pune and Chennai collectively. Any adverse developments
affecting our centers in these locations, could have an adverse effect on our business, results of operations
and financial condition.
2. Our business is sensitive to real estate market fluctuations and we have witnessed a decline in our occupancy
rate from 83.68% as of March 31, 2023 to 80.21% as of March 31, 2024; changes in commercial property
prices can significantly impact our leasing costs, which may adversely affect our profitability.
3. We have experienced losses in the last three Fiscals and we may continue to incur losses in the future which
could have an adverse effect on our business, results of operations and cash flows.
4. If we are unable to pay the lease rentals to our lessors, our business, results of operations and financial
condition may be adversely affected.
5. 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.
6. We do not own the properties where our centers are located. Any defect in the title and ownership of such
properties may result in our centers being shut down, result in relocation costs for us and termination of our
client agreements, which may adversely impact our business, results of operations and financial condition.
7. Our value-added services may not achieve desired growth and yield desired returns. Further, provision of
value-added services poses operational risks as it includes rendering services at high quality standards at our
centers. A failure to manage such risks could have an adverse impact on our business, results of operations,
cash flows and financial condition.
8. Our asset transformation and management solutions services are exposed to development and construction
risks, which may have an adverse impact on our business, results of operations, cash flows and financial
condition.
9. We are dependent upon third parties for supply of raw materials and effectuating interior enhancement. Any
defaults or delays by these third parties may have an adverse impact on our business, results of operations,
cash flows and financial condition.
10. While our business has grown rapidly in the past, we may not be successful in managing our growth
effectively, which could have an adverse effect on our business, results of operations, cash flows and financial
condition.

For a further discussion of factors that could cause our actual results to differ from our expectations, see “Risk
Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” on pages 38, 241, and 407, respectively. By their nature, certain market risk disclosures are only

24
estimates and could be materially different from what actually occurs in the future. As a result, actual future gains
or losses could materially differ from those that have been estimated and are not a guarantee of future performance.
Although the assumptions on which such forward-looking statements are based are reasonable, we cannot assure
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 as a guarantee of future performance.

Forward-looking statements reflect the current views of our Company as on the date of this Red Herring
Prospectus and are not a guarantee of future performance. These statements are based on the management’s belief
and assumptions, which in turn are based on currently available information. Although the assumptions upon
which these forward-looking statements are based are reasonable, any of these assumptions as well as statements
based on them could prove to be inaccurate. Neither our Company, the Promoter Selling Shareholders, our
Promoters, our Directors, the BRLMs, nor any of their respective affiliates have any obligation to update or
otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence
of underlying events, even if the underlying assumptions do not come to fruition.

In accordance with regulatory requirements, our Company will ensure that investors in India are informed of
material developments from the date of filing of this Red Herring Prospectus with the RoC until receipt of final
listing and trading approvals by the Stock Exchanges for this Offer. Each of the Promoter Selling Shareholders
shall ensure that they will keep our Company and the BRLMs informed of all developments specifically pertaining
to their respective portion of the Offered Shares and themselves, that may be material from the context of the Offer.
Only statements and undertakings which are specifically confirmed or undertaken by each Promoter Selling
Shareholder, as the case may be, in this Red Herring Prospectus shall be deemed to be statements and undertakings
made by such Promoter Selling Shareholder.

25
 SUMMARY OF THE OFFER DOCUMENT

This section is a general summary of certain disclosures included in this Red Herring Prospectus and is not
exhaustive, nor does it purport to contain a summary of all the disclosures in this Red Herring Prospectus or the
Red Herring Prospectus or the Prospectus when filed, or all details relevant to prospective investors. This
summary should be read in conjunction with, and is qualified in its entirety by, the more detailed information
appearing elsewhere in this Red Herring Prospectus, including the sections titled “Risk Factors”, “The Offer”,
“Capital Structure”, “Objects of the Offer”, “Industry Overview”, “Our Business”, “Outstanding Litigation and
Material Developments”, “Offer Procedure”, and “Description of Equity Shares and Terms of Articles of
Association”beginning on pages 38, 78, 97, 122, 159, 241, 437, 484 and 509, respectively of this Red Herring
Prospectus.

Summary of primary business of our Company

We are a managed workplace solutions company offering comprehensive, sustainable, and technology-driven
workplace solutions dedicated to transforming the traditional office experience. Our diverse solutions range from
providing large corporate offices (hubs) to small branch offices (spokes) for enterprises and transforming the
workplace experience of their employees by combining interiors, amenities and a host of value-added services.

Summary of industry in which our Company operates (Source: CBRE Report)

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.

Name of Promoters

Our Promoters are Rishi Das, Meghna Agarwal and Anshuman Das. For details, see “Our Promoters and
Promoter Group” on page 334.

Offer size

Offer of [●] equity shares of face value of ₹1 each (1) Up to [●] equity shares of face value of ₹1 each,
aggregating up to ₹7,000.00 million
of which:
Fresh Issue (1) Up to [●] equity shares of face value of ₹1 each,
aggregating up to ₹6,500.00 million
Offer for Sale(2) Up to [●] equity shares of face value of ₹1 each,
aggregating up to ₹500.00 million by the Promoter
Selling Shareholders
Employee Reservation Portion(3) Up to [●] equity shares of face value of ₹1 each,
aggregating up to ₹15.00 million
Net Offer Up to [●] equity shares of face value of ₹1 each,
aggregating up to ₹[●] million
Notes:
1
The Offer has been authorised by a resolution passed by our Board of Directors in their meeting held on December 18, 2024 which
was superseded by another resolution of our Board dated December 18, 2024. Our Shareholders authorised the Fresh Issue through a
special resolution passed in their EGM held on December 18, 2024 which was superseded by a special resolution in their EGM held
on December 23, 2024. The revised Offer has been taken on record through a resolution passed by our Board of Directors in their
meeting held on June 24, 2025.
2
Each of the Promoter Selling Shareholders have severally and not jointly consented to participate in the Offer for Sale. Each of the
Promoter Selling Shareholders have specifically confirmed that their respective portion of the Offered Shares, have been held by each
one of them for a period of at least one year prior to the filing of this Red Herring Prospectus with SEBI and are accordingly eligible
for being offered for sale in the Offer as required by the SEBI ICDR Regulations. Our Board of Directors have taken on record the
consents for participation in the Offer for Sale by each of the Promoter Selling Shareholders pursuant to its resolution dated December
18, 2024, and subsequently our Board of Directors have taken on record the revised consents for participation in the Offer for Sale by
each of the Promoter Selling Shareholders pursuant to its resolution dated June 24, 2025. For further details, see “The Offer” and
“Other Regulatory and Statutory Disclosures” on pages 78 and 455, respectively.
3
The Employee Reservation Portion shall not exceed 5% of our post-Offer paid-up Equity Share capital. 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. For further details,
see “Offer Structure” and “Offer Procedure” on pages 479 and 484.

26
The Offer and the Net Offer shall constitute [●]% and [●]% of the post-Offer paid up Equity Share capital of our
Company. For further details, please see “The Offer” and “Offer Structure” on pages 78 and 479, respectively.

Objects of the Offer

The Net Proceeds are proposed to be utilised towards the following objects:
(in ₹ million)
Objects Amount
Funding capital expenditure towards establishment of new centers 4,626.49
Repayment/pre-payment, in full or in part, of certain borrowings availed 930.35
by our Company
General corporate purposes* [●]
Total Net Proceeds [●]
*
To be finalised upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC. The amount utilised for
general corporate purposes shall not exceed 25.00% of the gross proceeds from the Fresh Issue.

For further details see “Objects of the Offer” on page 122.

Aggregate pre-Offer and post-Offer shareholding of Promoters, Promoter Group and Promoter Selling
Shareholder as a percentage of the paid-up equity share capital of our Company:

Pre-Offer Post-Offer
Number of Number of Percentage of
equity shares Percentage of equity shares paid-up
Sr. of face value paid-up equity of face value equity share
Name of Shareholder
No. of ₹1 each share capital of ₹1 each capital (%)on
held on a (%) on a fully held on a a fully diluted
fully diluted diluted basis# fully diluted basis#
basis basis
(A) Promoters
1. Rishi Das* 34,646,225 18.84 [●] [●]
2. Meghna Agarwal* 34,646,154 18.84 [●] [●]
3. Anshuman Das 46,242,229 25.15 [●] [●]
Total (A) 115,534,608 62.84 [●] [●]
(B) Promoter Group (excluding our Promoters)
1. Careernet Technologies Private Limited 9,467,282 5.15 [●] [●]
2. Hirepro Consulting Private Limited 3,949,162 2.15 [●] [●]
3. MMARS Trust 142,000 0.08 [●] [●]
4. SRI Family Trust 142,000 0.08 [●] [●]
5. A4 Family Trust 142,000 0.08 [●] [●]
Total (B) 13,842,444 7.53 [●] [●]
Total (A+B) 129,377,052 70.37 [●] [●]
*Also participating as a Promoter Selling Shareholder in the Offer.
#
The percentage of the Equity Share capital on a fully diluted basis has been calculated on the basis of total Equity Shares held by a
Shareholder and exercise of vested options under the ESOP 2022, as applicable.

27
Pre and post-Offer shareholding of Promoters, Promoter Group and additional top 10 Shareholders

Pre-Offer Post-Offer(2)
At the lower end of the Price At the upper end of
Band (₹[●])(1) the Price Band
(₹[●])(1)
Number
Number of
of Percentage
equity Percentage of
Number of equity of paid-up
Sr. Name of shares of paid-up equity
equity Percentage of shares equity
No. shareholder face value of share capital
shares of paid-up equity of face share
₹1 each held (%) on a fully
face value of share capital value of capital
on a fully diluted basis#
₹1 each held (%) on a fully ₹1 each (%) on a
diluted basis
on a fully diluted basis# held on fully
diluted basis a fully diluted
diluted basis#
basis
(A) Promoters
1. Rishi Das* 34,646,225 18.84 [●] [●] [●] [●]
2. Meghna 34,646,154 18.84 [●] [●] [●] [●]
Agarwal*
3. Anshuman 46,242,229 25.15
Das
Total (A) 115,534,608 62.84 [●] [●] [●] [●]
(B) Promoter Group (excluding Promoters)
1. Careernet 9,467,282 5.15 [●] [●] [●] [●]
Technologies
Private
Limited
2. Hirepro 3,949,162 2.15 [●] [●] [●] [●]
Consulting
Private
Limited
3. MMARS 142,000 0.08 [●] [●] [●] [●]
Trust
4. SRI Family 142,000 0.08
Trust
5. A4 Family 142,000 0.08
Trust
Total (B) 13,842,444 7.53 [●] [●] [●] [●]
(C) Top 10 Shareholders (excluding Promoters and Promoter Group)
1. Aravali 40,577,920 22.07 [●] [●] [●] [●]
Investment
Holdings
2. WestBridge 10,654,544 5.79 [●] [●] [●] [●]
AIF I
3. Ashish 1,804,209 0.98 [●] [●] [●] [●]
Gupta
4. Konark Trust 152,792 0.08 [●] [●] [●] [●]
5. MMPL Trust 12,354 0.01 [●] [●] [●] [●]
Total (C) 53,201,819 28.94 [●] [●] [●] [●]
Total 182,578,871 99.30 [●] [●] [●] [●]
(A+B+C)
^
Rounded off
#
The percentage of the Equity Share capital on a fully diluted basis has been calculated on the basis of total Equity Shares held by a
Shareholder and exercise of vested options under the ESOP 2022, as applicable.
(1)
Includes all options that have been exercised until the date of the Red Herring Prospectus and any transfers of Equity Shares by the
Shareholders after the date of the pre-Issue and Price Band advertisement until the date of the Red Herring Prospectus.
(2)
Based on the Offer Price of ₹[●] and subject to finalization of the Basis of Allotment.
*Also participating as a Promoter Selling Shareholder in the Offer.

For further details, see “Capital Structure – Equity shareholding of our Promoters and Promoter Group” on page
111.

28
Summary of Restated Financial Information

The following information has been derived from our Restated Financial Information for the last three Fiscals.
(in ₹ million, except per share data)
As at and for the Fiscal period ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Equity share capital 130.18 1.83 1.83
Instruments entirely equity in nature 71.69 10.10 -
Other equity (232.98) 1,294.40 (3,082.84)
Retained earnings (9,254.40) (7,843.94) (4,426.58)
Securities premium 3,038.21 3,228.15 1,308.43
Employee stock options outstanding account 225.22 152.20 35.31
Other reserves 5,757.99 5,757.99 -
Total borrowings 3,439.58 1,640.20 6,231.61
Revenue from operations 10,592.86 8,305.73 5,797.38
Total income 11,029.31 8,676.60 6,012.75
Loss after tax (1,396.17) (3,415.08) (1,981.09)
Basic and Diluted earnings per share (in Rs.) (7.65) (26.09) (15.28)
Net Worth*# (31.11) 1,306.33 (3,081.01)
Net asset value per Equity Share of face (0.24)
10.03 (23.77)
value of ₹1 each
*Net Worth represents total equity excluding share application money pending allotment.
# Refer reconciliation of non-GAAP Financial Measures table.
Notes:
i. Basic and Diluted earnings per share has been calculated in accordance with the Indian Accounting Standard 33 –“Earnings per
share”. For details about the computation of Basic and Diluted earnings per share, refer to Note 28 to the Restated Financial
Information on Page 345.
ii. Net Asset Value per Equity Share (in ₹) is computed as Net Worth at the end of the period/ year divided by weighted average number
of Equity shares, weighted average number of Compulsorily convertible preference shares and vested ESOPs outstanding at the end
of the period/ year number of equity shares has been adjusted for the impact of bonus issue.

For further details see “Financial Statements”, “Other Financial Information” and “Basis for Offer Price” on
pages 340, 404 and 140, respectively.

Qualifications of the Statutory Auditors and Predecessor Auditor which have not been given effect to in the
Restated Financial Information

Our Statutory Auditors and Predecessor Auditor have not made any qualifications that have not been given effect
to in the Restated Financial Information.

Summary of Outstanding Litigation

A summary of outstanding litigation proceedings involving our Company, our Directors and our Promoters as on
the date of this Red Herring Prospectus as disclosed in the section titled “Outstanding Litigation and Material
Developments” in terms of the SEBI ICDR Regulations have been set out below:

Disciplinary
Aggregate
actions by the
Statutory or Material amount
Criminal Tax SEBI or Stock
Name of Entity Regulatory Civil involved (₹
Proceedings Proceedings Exchange
Proceedings Litigation in
against our
million)@
Promoters
Company
By our Company 4 NA NA NA Nil 54.74
Against our 1 6* Nil Nil Nil 0.41
Company
Directors#
By our Directors 1 NA NA NA Nil Nil
Against our 3 4& 1 NA Nil 5.02
Directors
KMPs and SMPs
By our KMPs and 3 NA NA NA NA Nil
SMPs
Against our 2% NA 1 NA NA 2.57
KMPs and SMPs

29
 Disciplinary
Aggregate
actions by the
Statutory or Material amount
Criminal Tax SEBI or Stock
Name of Entity Regulatory Civil involved (₹
Proceedings Proceedings Exchange
Proceedings Litigation in
against our
million)@
Promoters
Promoters#
By our Promoters Nil NA NA NA Nil Nil
Against our 2 4& 1 Nil Nil 5.02
Promoters
*
Includes three direct tax cases and three indirect tax cases.
&
Includes four direct tax cases.
@
to the extent quantifiable.
#
Includes details of proceedings involving the Directors who are also Promoters.
%
Includes two cases involving our two KMPs, Rishi Das and Deepak Dadhich, as disclosed under “Outstanding Litigation and Material
Developments – Litigation involving our Directors – Criminal proceedings against our Directors” on page 439.

As on date of this Red Herring Prospectus, there are no outstanding litigations involving the Group Companies,
which may have a material impact on our Company.

For further details of the outstanding litigation proceedings, see “Outstanding Litigation and Material
Developments” beginning on page 437.

Risk Factors

A summary of the top 10 risk factors in relation to our Company is set forth below:

1. For Fiscals 2025, 2024 and 2023, 88.84%, 91.82% and 93.18% of our revenue from operations, respectively,
was derived from our centers in Bengaluru, Pune and Chennai collectively. Any adverse developments
affecting our centers in these locations, could have an adverse effect on our business, results of operations
and financial condition.
2. Our business is sensitive to real estate market fluctuations and we have witnessed a decline in our occupancy
rate from 83.68% as of March 31, 2023 to 80.21% as of March 31, 2024; changes in commercial property
prices can significantly impact our leasing costs, which may adversely affect our profitability.
3. We have experienced losses in the last three Fiscals and we may continue to incur losses in the future which
could have an adverse effect on our business, results of operations and cash flows.
4. If we are unable to pay the lease rentals to our lessors, our business, results of operations and financial
condition may be adversely affected.
5. 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.
6. We do not own the properties where our centers are located. Any defect in the title and ownership of such
properties may result in our centers being shut down, result in relocation costs for us and termination of our
client agreements, which may adversely impact our business, results of operations and financial condition.
7. Our value-added services may not achieve desired growth and yield desired returns. Further, provision of
value-added services poses operational risks as it includes rendering services at high quality standards at our
centers. A failure to manage such risks could have an adverse impact on our business, results of operations,
cash flows and financial condition.
8. Our asset transformation and management solutions services are exposed to development and construction
risks, which may have an adverse impact on our business, results of operations, cash flows and financial
condition.
9. We are dependent upon third parties for supply of raw materials and effectuating interior enhancement. Any
defaults or delays by these third parties may have an adverse impact on our business, results of operations,
cash flows and financial condition.
10. While our business has grown rapidly in the past, we may not be successful in managing our growth
effectively, which could have an adverse effect on our business, results of operations, cash flows and financial
condition.

Specific attention of Investors is invited to the section “Risk Factors” on page 38. Investors are advised to read
the risk factors carefully before taking an investment decision in the Offer.

30
Summary of commitments and contingent liabilities of our Company

The following is a summary table of our commitments and contingent liabilities as at March 31, 2025, in
accordance with the requirements under Ind AS 37, as derived from the Restated Financial Information:

Particulars As of March 31, 2025

Commitments
Estimated amount of contracts remaining to be executed on property, plant and 235.68
equipment and not provided for
Contingent liabilities
Indirect tax related matters 124.92

For further information on our contingent liabilities, see “Financial Statements – Restated Financial Information
– Note 32. Contingent liabilities and commitments” on page 392.

Summary of Related Party Transactions

A summary of related party transactions entered into by our Company with related parties for the Fiscals 2025,
2024 and 2023, as per Ind AS 24 – Related Party Disclosures and as reported in the Restated Financial Information
is set forth below:

(in ₹ million)

Percentage of Percentage of Percentage of

Fiscal revenue from Fiscal revenue from Fiscal revenue from
ended operations ended operations ended operations
Nature of
Related Party March for the Fiscal March for the Fiscal March for the Fiscal
Transaction
31, year ended 31, year ended 31, year ended
2025 March 31, 2024 March 31, 2023 March 31,
2025 (%) 2024 (%) 2023 (%)

Rishi Das - 25.00 0.30 - -

-
Anshuman
- - - - -
Das -
Careernet
Loans from Technologies
- - - - -
related parties Private -
Limited
Hirepro
Consulting
- - - - -
Private -
Limited
Rishi Das - - - 28.40 0.49
-
Anshuman
- - - 13.70 0.24
Das -
Hirepro
Loans repaid to Consulting
- - - 23.00 0.40
related parties Private -
Limited
Careernet
Technologies
- - - 15.00 0.26
Private -
Limited
Careernet
Performance
Technologies
deposit from - - - 15.00 0.26
Private -
related parties
Limited

31
 Percentage of Percentage of Percentage of
Fiscal revenue from Fiscal revenue from Fiscal revenue from
ended operations ended operations ended operations
Nature of
Related Party March for the Fiscal March for the Fiscal March for the Fiscal
Transaction
31, year ended 31, year ended 31, year ended
2025 March 31, 2024 March 31, 2023 March 31,
2025 (%) 2024 (%) 2023 (%)

Hirepro
Consulting
- - - 15.00 0.26
Private -
Limited
Careernet
Technologies
- - - 15.00 0.26
Private -
Performance
Limited
deposit repaid to
Hirepro
related parties
Consulting
- - - 15.00 0.26
Private -
Limited
Careernet
Security deposit Technologies
- - - 15.00 0.26
from related party Private -
Limited
Careernet
Security deposit
Technologies
received back - 7.68 0.09 - -
Private -
from related party
Limited
Careernet
Security deposit Technologies
0.03 - - 16.17 0.28
to related party Private 2.90
Limited
Careernet
Security deposit
Technologies
repaid to related - 11.89 0.14 28.48 0.49
Private -
party
Limited
Careernet
Technologies
Conversion of - - - - -
Private -
loans to share
Limited
application
Hirepro
money pending
Consulting
allotment - - - - -
Private -
Limited
Interest accrued Rishi Das 0.15 13.16 0.16 14.88 0.26
15.51
on loan from
Anshuman
related parties 0.11 12.15 0.15 14.12 0.24
Das 12.11
Careernet
Technologies
- - - 0.46 0.01
Interest accrued Private -
on performance Limited
deposit from Hirepro
related parties Consulting
- - - 0.66 0.01
Private -
Limited
Careernet
Technologies
Rent expenses 0.49 37.66 0.45 35.44 0.61
Private 52.34
Limited

32
 Percentage of Percentage of Percentage of
Fiscal revenue from Fiscal revenue from Fiscal revenue from
ended operations ended operations ended operations
Nature of
Related Party March for the Fiscal March for the Fiscal March for the Fiscal
Transaction
31, year ended 31, year ended 31, year ended
2025 March 31, 2024 March 31, 2023 March 31,
2025 (%) 2024 (%) 2023 (%)

Innoprop
Spaces Private 1.12 127.10 1.53 129.45 2.23
118.74
Limited
Innoprop
Spaces Private 0.00 0.44 0.01 1.04 0.02
0.45
Limited
Grub Group - - - 0.15 0.00
-
Pawan J Jain 0.00 - - - -
Reimbursement 0.05
of expenses Pranav
Ayanath 0.00 - - - -
0.00@
Kuttiyat
Meghna
0.00 0.06 0.00 1.41 0.02
Agrawal 0.23
Rishi Das 0.01 0.91 0.01 192.82 3.33
1.09
Careernet
Technologies
0.00 0.17 0.00 1.31 0.02
Private 0.16
Limited
Hirepro
Consulting
- - - 0.41 0.01
Private -
Purchase of Limited
Goods/ Services Innoprop
received Spaces Private 0.01 0.79 0.01 0.60 0.01
0.60
Limited
Million Minds
Management
0.00 - - - -
services 0.17
Limited
Grub Group 2.01 186.49 2.25 142.81 2.46
212.44
Careernet
Technologies
- - - 875.00 15.09
Issue of Equity Private -
Shares including Limited
securities Hirepro
premium Consulting
- - - 365.00 6.30
Private -
Limited
Innoprop
Spaces Private 0.48 43.63 0.53 36.30 0.63
51.21
Limited
Careernet
Sale of Goods/ Technologies
0.05 6.07 0.07 4.11 0.07
Services Private 4.81
provided Limited
Hirepro
Consulting
- - - - -
Private -
Limited

33
 Percentage of Percentage of Percentage of
Fiscal revenue from Fiscal revenue from Fiscal revenue from
ended operations ended operations ended operations
Nature of
Related Party March for the Fiscal March for the Fiscal March for the Fiscal
Transaction
31, year ended 31, year ended 31, year ended
2025 March 31, 2024 March 31, 2023 March 31,
2025 (%) 2024 (%) 2023 (%)

Grub Group 0.00 0.31 0.00 0.04 0.00

0.29
Careernet
Technologies
0.43 50.38 0.61 50.30 0.87
Private 45.73
Limited
Grub Group 0.01 0.62 0.01 - -
1.52
Hirepro
Rental income
Consulting
0.00 0.02 0.00 - -
Private 0.21
Limited
Hirepro
Technologies
0.00 0.02 0.00 - -
Private 0.21
Limited
Careernet
Technologies
0.04 2.47 0.03 5.02 0.09
Private 4.12
Limited
Professional Fees
Hirepro
Technologies
0.00 0.05 0.00 - -
Private 0.42
Limited
Short-term
employee 0.44 30.46 0.37 29.25 0.50
Key management 47.09
benefits
personnel
Post-
compensation
employment 0.11 3.90 0.05 0.13 0.00
11.29
benefits
Naveen 0.30 0.00 - - - -
Tewari
Key management
Rahul 0.35 0.00 - - - -
personnel sitting
Matthan
fee
Sachi 0.40 0.00 - - - -
Krishana
@
Since the amount is minimal, on conversion to million, it appears as 0.00.

For details of the related party transactions and as reported in the Restated Financial Information, see “Financial
Statements - Restated Financial Information – Note 31. Related party disclosures” on page 390.

Financing Arrangements

There have been no financing arrangements whereby our Promoters, members of the Promoter Group, our
Directors and their relatives (as defined in the Companies Act, 2013) have financed the purchase by any other
person of securities of our Company, other than in the normal course of business, if any, during a period of six
months immediately preceding the date of this Red Herring Prospectus.

34
Weighted average price at which the equity shares were acquired by our Promoters and the Promoter
Selling Shareholders in the one year preceding the date of this Red Herring Prospectus

Weighted average cost of

Sr. Number of equity shares
Name of persons acquisition# per equity share
No. acquired
(in ₹)*
(A) Promoters
1. Rishi Das^ 3,42,37,913 Nil
2. Meghna Agarwal^ 3,42,37,842 Nil
3. Anshuman Das 4,54,25,605 Nil
^ Also participating as a Promoter Selling Shareholder in the Offer.
* As certified by S K Patodia & Associates LLP, pursuant to their certificate dated July 17, 2025.
# Weighted average price has been arrived at by considering only the cost of shares allotted to the promoters on account of further issue,
bonus issue and transfers, i.e., cost paid by promoter for acquisition by way of subscription, bonus issue and acquisition from another
shareholder divided by the total number of equity shares acquired by the above transactions. The selling price of the shares transferred by
the respective promoters to others is not netted off while calculating the average cost of acquisition. However, while calculating the weighted
average price of the shares in the hands of the individual, the cost of shares were considered as the price paid to the transferor against such
acquisition of shares, where applicable.

Average Cost of Acquisition of Equity Shares held by our Promoters and the Promoter Selling
Shareholders

The average cost of acquisition per Equity Share for the Promoters and the Promoter Selling Shareholders as at
the date of this Red Herring Prospectus is set forth below:

Sr. Number of equity shares Average cost of acquisition#

Name of persons
No. acquired per equity share (in ₹)*
(A) Promoters
1. Rishi Das^ 34,646,225 Nil
2. Meghna Agarwal^ 34,646,154 Nil
3. Anshuman Das 46,242,229 Nil
^ Also participating as a Promoter Selling Shareholder in the Offer.
*
As certified by S K Patodia & Associates LLP, pursuant to their certificate dated July 17, 2025.
#
Average cost of acquisition has been arrived at by considering only the cost of shares allotted to the Promoters and the Promoter Selling
Shareholders on account of further issue and bonus issue, transfers, i.e., the cost paid by Promoter for acquisition by way of subscription,
bonus issue and acquisition from another shareholder divided by the total number of equity shares acquired by the above transactions. The
selling price of the shares transferred by the respective Promoters and Promoter Selling Shareholders to others has not been netted off while
calculating the average cost of acquisition.

Details of price at which specified securities were acquired by each of the Promoters, members of our
Promoter Group, the Promoter Selling Shareholders and Shareholders entitled to the right to nominate
directors or other rights in the last three years

Except as disclosed below, our Promoters, members of the Promoter Group, the Promoter Selling Shareholders,
and Shareholder(s) with nominee director rights or other rights have not acquired any Equity Shares, preference
shares or any other specified securities in the last three years preceding the date of this Red Herring Prospectus:

Nature of
specified Acquisition
Number of Face value per
securities price per Equity
Name of the Date of specified Equity Share/
acquired Share/
shareholders acquisition securities preference share
(Equity Shares/ preference
acquired (in ₹)
preference share (in ₹)
shares)
Promoters
Rishi Das# September 24, Equity Share 163,325 1.00 NA(1)
2024
December 6, Equity Share 34,298,250 1.00 NA(2)
2024
Meghna September 24, Equity Share 81,662 1.00 NA(1)
Agarwal# 2024
December 6, Equity Share 34,298,180 1.00 NA(2)
2024

35
 Nature of
specified Acquisition
Number of Face value per
securities price per Equity
Name of the Date of specified Equity Share/
acquired Share/
shareholders acquisition securities preference share
(Equity Shares/ preference
acquired (in ₹)
preference share (in ₹)
shares)
Anshuman Das December 6, Equity Share 45,730,930 1.00 NA(2)
2024
Promoter Group
Careernet December 6, Equity Share 9,333,940 1.00 NA(2)
Technologies 2024
Private Limited
Hirepro December 6, Equity Share 3,893,540 1.00 NA(2)
Consulting 2024
Private Limited
Ranjana Das December 6, Equity Share 2,000 1.00 NA(1)
2024
December 23, Equity Share 140,000 1.00 NA(1)
2024
MMARS Trust December 23, Equity Share 142,000 1.00 NA(1)
2024
SRI Family Trust December 23, Equity Share 142,000 1.00 NA(1)
2024
A4 Family Trust December 23, Equity Share 142,000 1.00 NA(1)
2024
Shareholders with nominee director rights
Aravali December 6, Series A CCPS^ 51,069,200 1.00 NA(3)
Investment 2024
Holdings December 6, Equity Shares 11,200 1.00 NA(2)
2024
WestBridge AIF December 6, Series B CCPS^ 9,153,904 1.00 NA(3)
I 2024
MMPL Trust December 6, Series B CCPS^ 10,614 1.00 NA(3)
2024
Konark Trust December 6, Series B CCPS^ 131,272 1.00 NA(3)
2024
Aravali May 16, 2025 Conversion of 40,566,560 1.00 22.18
Investment Series A CCPS
Holdings into Equity
Shares
WestBridge AIF May 16, 2025 Conversion of 1.00 92.42
I Series B CCPS
10,654,544
into Equity
Shares
MMPL Trust May 16, 2025 Conversion of 1.00 92.42
Series B CCPS
12,354
into Equity
Shares
Konark Trust May 16, 2025 Conversion of 1.00 92.42
Series B CCPS
152,792
into Equity
Shares
#
Also participating as a Promoter Selling Shareholder in the Offer.
*
As certified by S K Patodia & Associates LLP, pursuant to their certificate dated July 17, 2025.
(1)
Gift of shares.
(2)
Bonus issue of equity shares in the ratio 70:1 (i.e., 70 Equity Shares for every one equity share held) authorised by a resolution of our
Board dated December 6, 2024, and a resolution of our Shareholders dated December 6, 2024.
^(3)
Pursuant to a resolution of the Board dated December 6, 2024 and a resolution of the shareholders dated December 6, 2024, each CCPS
of the company of ₹10 was sub-divided into CCPS of ₹1 each and accordingly issued and paid up CCPS of the company was sub-divided from
855,792 Series A CCPS of ₹10 each to 8,557,920 Series A CCPS of ₹1 each, and 153,913 Series B CCPS of ₹10 each to 1,539,130 Series B
CCPS of ₹1 each.

36
Weighted average cost of acquisition of all Equity Shares transacted in the 3 years, 18 months and 1 year
preceding the date of this Red Herring Prospectus

Period Weighted average cost of Cap Price is ‘X’ times the Range of acquisition
acquisition (in ₹)* weighted average cost of price: lowest price –
acquisition highest price* (in ₹)
Last one year preceding the 10.39 [●] Nil – 321.66
date of this Red Herring
Prospectus
Last 18 months preceding 10.39 [●] Nil – 321.66
the date of this Red Herring
Prospectus
Last three years preceding 10.39 [●] Nil – 321.66
the date of this Red Herring
Prospectus
*
As certified by S K Patodia & Associates LLP, pursuant to their certificate dated July 17, 2025.

Details of pre-IPO placement

Our Company does not contemplate any issuance or placement of Equity Shares as a pre-IPO placement, from
the date of this Red Herring Prospectus till the listing of the Equity Shares.

Issue of equity shares for consideration other than cash or bonus issue in the last one year

Other than as disclosed in the section “Capital Structure - Offer of shares for consideration other than cash or by
way of bonus issue or out of revaluation reserves” on page 107, our Company has not issued any equity shares for
consideration other than cash or bonus issue in the one year preceding the date of this Red Herring Prospectus.

Split / Consolidation of Equity Shares or Preference Shares of our Company in the last one year

Our Company has not undertaken split or consolidation of its Equity Shares in the one year preceding the date of
this Red Herring Prospectus.

Except as disclosed below, our Company has not undertaken split or consolidation of its Preference Shares in the
one year preceding the date of this Red Herring Prospectus:

Pursuant to a resolution of our Board passed in their meeting held on December 6, 2024, and a resolution of our
Shareholders passed in their EGM held on December 6, 2024, each fully paid – up Series A CCPS of our Company
of face value ₹10 was split into 10 Series A CCPS of ₹1 each, and accordingly, the authorised share capital of
our Company was sub-divided from 900,000 Series A CCPS ₹10 each to 9,000,000 Series A CCPS of ₹1 each
and each fully paid – up Series B CCPS of our Company of face value ₹10 was split into 10 Series B CCPS of ₹1
each, and accordingly, the authorised share capital of our Company was sub-divided from 300,000 Series B CCPS
of ₹10 each to 3,000,000 Series B CCPS of ₹1 each. For more details, please see “Capital Structure – Preference
Share Capital history of our Company” on page 102.

Exemption from complying with any provisions of securities laws, if any, granted by SEBI

Our Company has not applied to SEBI for any exemption from complying with any provisions of securities laws,
as on the date of this Red Herring Prospectus.

37
 SECTION II: RISK FACTORS

An investment in equity shares involves a high degree of risk. Investors should carefully consider all the
information in this Red Herring Prospectus, including the risks and uncertainties described below, before making
an investment in our Equity Shares. The risks described below are not the only ones relevant to us or our Equity
Shares, the industry in which we operate or to India and other jurisdictions we operate in. Additional risks and
uncertainties, not currently known to us or that we currently do not deem material may also adversely affect our
business, results of operations, cash flows and financial condition. If any or a combination of the following risks,
or other risks that are not currently known or are not currently deemed material, actually occur, our business,
results of operations, cash flows and financial condition could be adversely affected, the price of our Equity Shares
could decline, and investors may lose all or part of their investment. In order to obtain a more detailed
understanding of our Company and our business, prospective investors should read this section in conjunction
with “Our Business”, “Industry Overview”, “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” and “Restated Financial Information” on pages 241, 159, 407 and 345 respectively, as
well as the other financial information contained in this Red Herring Prospectus. In making an investment
decision, prospective investors must rely on their own examination of us and our business and the terms of the
Offer including the merits and risks involved.

Prospective investors should consult their tax, financial and legal advisors about the particular consequences of
investing in the Offer. Unless specified or quantified in the relevant risk factors below, we are unable to quantify
the financial or other impact of any of the risks described in this section. Prospective investors in our Equity
Shares should pay particular attention to the fact that our Company is incorporated under the laws of India and
is subject to a legal and regulatory environment in India, which may differ in certain respects from that of other
countries.

This Red Herring Prospectus also contains certain forward-looking statements that involve risks, assumptions,
estimates and uncertainties. Our actual results could differ from those anticipated in these forward-looking
statements as a result of certain factors, including the considerations described below and elsewhere in this Red
Herring Prospectus. For further information, see “Forward-Looking Statements” on page 24. Unless otherwise
indicated, the financial information included herein is based on our Restated Financial Information included in
this Red Herring Prospectus. For further information, see “Restated Financial Information” on page 345.

We have included certain non-GAAP financial measures and other performance indicators relating to our
financial performance and business in this Red Herring Prospectus, each of which are supplemental measures of
our performance and liquidity and are not required by, or presented in accordance with the Ind AS, Indian GAAP,
IFRS or U.S. GAAP. Such measures and indicators are not defined under Ind AS, Indian GAAP, IFRS or U.S.
GAAP, and therefore, should not be viewed as substitutes for performance, liquidity or profitability measures
under Ind AS, Indian GAAP, IFRS or U.S. GAAP. In addition, such measures and indicators are not standardized
terms, and a direct comparison of these measures and indicators between companies may not be possible. Other
companies may calculate these measures and indicators differently from us, limiting their usefulness as a
comparative measure. Although such measures and indicators are not a measure of performance calculated in
accordance with applicable accounting standards, our Company’s management believes that they are useful to
an investor in evaluating us as they are widely used measures to evaluate a company’s operating performance.
For risks relating to non-GAAP measures, see “Risk Factors – Certain non-GAAP financial measures relating to
our operations and financial performance have been included in this Red Herring Prospectus. These non-GAAP
financial measures are not measures of operating performance or liquidity defined by Ind AS and may not be
comparable.” on page 66.

Unless the context requires otherwise, the financial information used in this section is derived from our Restated
Financial Information on page 345. Our fiscal year ends on March 31 of each year, and references to a particular
fiscal are to the twelve months ended March 31 of that year.

Unless otherwise indicated, industry and market data used in this section has been derived from industry
publications, in particular, the report titled “Industry Report on Flexible Workspaces Segment In India” dated
June 25, 2025 (the “CBRE Report”) prepared and issued by CBRE. The CBRE Report has been exclusively
commissioned and paid for by us pursuant to the engagement letter dated November 22, 2024 in connection with
the Offer. The data included herein includes excerpts from the CBRE Report and may have been re-ordered by us
for the purposes of presentation. A copy of the CBRE Report is available on the website of our Company at
www.//[Link]/investor/ and has also been included in “Material Contracts and Documents for Inspection
–Material Documents” on page 592. Unless otherwise indicated, financial, operational, industry and other

38
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. For further information, see “Risk Factors – Certain sections
of this Red Herring Prospectus disclose information from the CBRE Report which is a paid report and
commissioned and paid for by us exclusively in connection with the Issue and any reliance on such information
for making an investment decision in the Issue is subject to inherent risks.” on page 66.

INTERNAL RISK FACTORS

1. For Fiscals 2025, 2024 and 2023, 88.84%, 91.82% and 93.18% of our revenue from operations,
respectively, was derived from our centers in Bengaluru, Pune and Chennai collectively. Any adverse
developments affecting our centers in these locations, could have an adverse effect on our business, results
of operations and financial condition.

As of March 31, 2025, we have presence in 14 cities in India. The table below sets forth the city-wise
breakdown of centers as of the dates indicated.

As of March 31, As of March 31, As of March 31,

Location
2025 2024 2023
Bengaluru, Karnataka 62 51 45
Pune, Maharashtra 11 11 11
Chennai, Tamil Nadu 12 10 6
Gurugram, Haryana 4 3 1
Coimbatore, Tamil Nadu 3 2 1
Kochi, Kerala 3 1 -
Mumbai, Maharashtra 2 2 2
Hyderabad, Telangana 2 1 1
Madurai, Tamil Nadu 1 1 1
Vijayawada, Andhra Pradesh 1 1 -
Noida, Uttar Pradesh 1 1 1
Jaipur, Rajasthan 1 1 1
Kozhikode, Kerala 1 - -
Mohali, Punjab 1 - -
Total 105 85 70
Note: The total number of centers by city is calculated based on the lease commencement date of the centers.

Further, set forth below is the city-wise breakdown of our revenue from operations for the years indicated:

Fiscal 2025 Fiscal 2024 Fiscal 2023

Revenue % of Revenue % of Revenue % of
Location from Revenue from Revenue from Revenue
Operations from Operations from Operations from
(₹ million) Operations (₹ million) Operations (₹ million) Operations
6,671.02 62.98 5,532.32 66.61 4,436.77 76.53
Bengaluru, Karnataka
1,344.10 12.69 1,243.69 14.97 721.88 12.45
Pune, Maharashtra
1,395.60 13.17 850.07 10.23 243.60 4.20
Chennai, Tamil Nadu
431.46 4.07 226.30 2.72 108.00 1.86
Coimbatore, Tamil Nadu
160.00 1.51 116.44 1.40 51.01 0.88
Gurugram, Haryana
146.06 1.38 116.62 1.40 118.28 2.04
Mumbai, Maharashtra
146.22 1.38 90.72 1.09 62.96 1.09
Hyderabad, Telangana
60.11 0.57 51.41 0.62 17.18 0.30
Madurai, Tamil Nadu
59.56 0.56 41.98 0.51 36.49 0.63
Noida, Uttar Pradesh
36.54 0.34 36.13 0.43 1.20 0.02
Jaipur, Rajasthan

39
 Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue % of Revenue % of Revenue % of
Location from Revenue from Revenue from Revenue
Operations from Operations from Operations from
(₹ million) Operations (₹ million) Operations (₹ million) Operations
54.61 0.52 0.06 0.00 - -
Kochi, Kerala
Vijayawada, Andhra 55.91 0.53 - - - -
Pradesh
24.69 0.23 - - - -
Kozhikode, Kerala
6.97 0.07 - - - -
Mohali, Punjab
10,592.86 100.00 8,305.73 100.00 5,797.38 100.00
Revenue from operations

Our revenue from our operations in collectively Bengaluru, Pune and Chennai constituted 88.84%, 91.82%
and 93.18% of our total revenue from operations in Fiscals 2025, 2024 and 2023, respectively. As such, any
decrease in revenues from our centers in these cities, including due to increased competition or supply, or
reduction in demand, may have an adverse effect on our business, results of operations and financial
condition. We cannot assure you that current locations of our centers will continue to be attractive. Any
changes in demographic patterns may lead to a decline in development in the relevant location. Further, any
significant disruption, including due to social, political or economic factors or natural calamities or civil
disruptions, impacting these centers in Bengaluru, Pune or Chennai, may adversely affect business, results
of operations and financial condition. Changes in the policies of the state or local governments of the regions
where these centers are located, or the Government of India, could require us to incur significant capital
expenditure and change our business strategy. While we have not faced any such instances in the past three
Fiscals, we cannot assure you that such instances will not occur in the future and that we will be able to
address our reliance on these centers in the future.

2. Our business is sensitive to real estate market fluctuations and we have witnessed a decline in our
occupancy rate from 83.68% as of March 31, 2023 to 80.21% as of March 31, 2024; changes in commercial
property prices can significantly impact our leasing costs, which may adversely affect our profitability.

We strategically focus on leasing rather than owning properties. As such, our business is intrinsically linked
to the dynamics of the real estate market. Fluctuations in the real estate market can significantly impact our
financial performance and operational stability. When real estate prices rise, the cost of leasing or acquiring
new properties increases. This means higher operational expenses, which can erode our profit margins if we
are unable to pass these costs onto our clients. Moreover, higher property costs can deter expansion plans or
necessitate more capital investment, putting additional strain on our financial resources.
The table below sets forth our rental expenses and average escalation of rental expenses for the years
indicated.

Fiscal 2025 Fiscal 2024 Fiscal 2023

Particulars
(in ₹ million, unless otherwise stated)
Rental Expenses 5,020.12 3,819.66 3,012.36
Rental Expenses as a percentage of Total 45.52%
44.02% 50.10%
Income (%)
Average Escalation of Rental Expenses (%) 4.76% 4.66% 4.65%

The table below sets forth our occupancy rates as of the dates indicated.
As of March 31, As of March 31, As of March 31,
Particulars
2025 2024 2023
Occupancy (%) 85.12 80.21 83.68
Note: Occupancy % is calculated as occupied area/seats divided by rentable area/seats.

We witnessed a decline in our occupancy rate from 83.68% as of March 31, 2023 to 80.21% as of March 31,
2024. This was primarily because the increase in our occupied area was not commensurate with the increase
in our rentable area, leading to a decline in our occupancy rate.

40
 If we cannot secure favourable lease terms, it could limit our ability to expand our network of centers or
renew existing leases at competitive rates, directly affecting our growth and revenue potential. Our existing
landlords may choose our competitors over us for better commercial terms. Conversely, a downturn in the
real estate market can also pose risks to our business. Lower property values may lead to decreased demand
or increased vacancy rates, as businesses might be less willing to commit to new leases or long-term
agreements during economic uncertainty. This could result in reduced occupancy rates. While we have not
faced any instances of decline in our occupancy rates due to fluctuations in the real estate market or
significant increase in rental cost to effect the profitability of our Company during the past three Fiscals, we
cannot assure you that such instances will not occur in the future. Any such fluctuation in the real estate
market may adversely affect our business, results of operations and financial condition.

3. We have experienced losses in the last three Fiscals and we may continue to incur losses in the future
which could have an adverse effect on our business, results of operations and cash flows.

We have incurred losses in the past, as set forth below.

Fiscals
2025 2024 2023
Particulars Percentage Percentage
Percentage of
(₹ of total (₹ (₹ of total
total income
million) income million) million) income
(%)
(%) (%)
Total comprehensive loss
(1,410.46) (12.79) (3,417.36) (39.39) (1,978.97) (32.91)
for the year

Further, the table below sets forth our retained earnings, loss after tax and basic and diluted earnings per share
(“EPS”) for the years indicated:

Fiscal 2025 Fiscal 2024 Fiscal 2023

Particulars
(in ₹ million, unless otherwise stated)
Retained earnings (9,254.40) (7,843.94) (4,426.58)
Loss after Tax (1,396.17) (3,415.08) (1,981.09)
Basic and Diluted EPS (in ₹)* (7.65) (26.09) (15.28)
*
Basic and Diluted earnings per share have been calculated in accordance with the Indian Accounting Standard 33 –“Earnings per
share”. For details about the computation of Basic and Diluted earnings per share, refer to Note 28 to the Restated Financial Information
on page 345.

For further details, see “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” on page 407 and “Basis for Offer Price – Indiqube Spaces Limited” on page 145. We cannot
assure you that we will not incur losses in the future which may adversely affect our business, results of
operations, value of our Equity Shares, future financial performance and cash flows.

4. If we are unable to pay the lease rentals to our lessors, our business, results of operations and financial
condition may be adversely affected.

We are responsible for lease payments irrespective of whether we are able to secure client agreements for
such properties. The table below sets forth details in relation to our leased properties as of the dates indicated.

Particulars March 31, 2025 March 31, 2024 March 31, 2023
Active Stock (million sq. ft.)* 6.92 5.52 4.39
Number of lessors** 105 85 70
Lease commitment (₹ million)*** 8,435.60 6,177.80 5,340.36
Note:
*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.
** Based on number of centers.
*** Rental and common area maintenance for balance lock-in period payable on a monthly basis.

The table below sets forth our rental expenses and lease payments for the years indicated as follows.

41
 Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Rent 118.38 76.21 53.82
Payment of lease liabilities 5,020.12 3,819.66 3,012.36
Total 5,138.50 3,895.87 3,066.18

If we are unable to replace clients who may terminate their agreements with us, our cash flows and ability to
make payments under our agreements with lessors may be adversely affected. Our ability to terminate these
arrangements are also subject to specific terms. Some of these agreements contain penalties that are payable
in the event we terminate the arrangement during the lock-in period. In addition, in the event cost for real
estate decreases, we may not be able to lower our fixed monthly payments under our agreements with our
lessors at rates commensurate with the rates at which we would be expected to lower our fees charged from
our clients, which may also result in our lease expense exceeding our revenues. While we have not faced any
such instances in the past three Fiscals, including in relation to timely payment of lease rentals, our inability
to manage our lease expenses under these agreements may result in an increase in our total costs and adversely
affect our business, results of operations and financial condition.

5. 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. Such agreements which are (i) unregistered, may be declared legally
invalid/unenforceable or inadmissible as evidence in legal proceedings, (ii) if unstamped or insufficiently
stamped, may be declared inadmissible as evidence in a court in India and we may be required to pay the
stamp duty or the additional stamp duty and fines as per the relevant Stamp Acts in the concerned states.
Such payments could have an adverse effect on our business, results of operations, cash flows and financial
condition. In the event of any dispute arising out of such unstamped or inadequately stamped and/or
unregistered lease agreements, we may not be able to effectively enforce our leasehold rights arising out of
such agreements which may have a material adverse impact on our business.

22.40% of our active stock is unregistered as of March 31, 2025. As at March 31, 2025, some of our lease
agreements entered in the past have not been registered as required under the Registration Act, 1908 and not
stamped in accordance with the relevant state stamp duty legislation. Further, a majority of the significant
leases are short term in nature. Accordingly, delay in registration and stamping may attract additional charges
and costs. Further, despite our Company’s efforts to bear all the registration costs, there are landlords who in
some cities are unwilling to register lease deeds as a matter of practice followed in such cities. Therefore,
when the principal lease deed remains unregistered, the sub-lease deed also cannot be registered.
Additionally, the Registration and Seal of Revenue Department of Karnataka issued an order dated September
9, 2024, mandating that with effect from September 30, 2024, all the immovable properties under the
jurisdiction of all the wards of the Bruhat Bengaluru Mahanagara Palike can only obtain and register the
property documents through “e-Asti software” which is also integrated with the Cauvery-2 software of the
registration and stamps department. Therefore, the physical registration of documents has been discontinued.
We are in the process of adapting to registration of property documents through e-Asti and have made
applications in relation to the same. It is a time consuming process to switch to a new process altogether,
however, any delays or difficulties in adapting to this system may result in non-compliance with registration
regulations, potentially leading to legal penalties and fines. There can be no assurance that all our agreements
have been and will be registered in accordance with the requirements of the Registration Act, 1908 and that
appropriate stamp duty has been and will be paid in respect of all such agreements. While we strive to register
all our lease agreements, we cannot assure you that we may be able to register and appropriately pay stamp
duty due to reasons such as logistical or technical delays. 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 legal proceedings, involving the Company and its officials, requiring us to devote management and
financial resources in prosecution of such proceedings.

Further, in addition to inadmissibility and unenforceability of unregistered or unstamped/insufficiently

stamped lease agreements in a court of law which could result in the Company incurring financial liabilities
due to adverse judgments and may cause reputational damage to the Company, any person, which may include
the KMPs or other officials of the Company, who issues, endorses, transfers, signs or executes such lease

42
 agreements which are not duly stamped, shall be punishable with a fine which may extend to five hundred
rupees as per section 62 of the Stamp Act, 1899.

6. We do not own the properties where our centers are located. Any defect in the title and ownership of such
properties may result in our centers being shut down, result in relocation costs for us and termination of
our client agreements, which may adversely impact our business, results of operations and financial
condition.

We do not own the properties where our centers are located. There can be no assurance that the landlords
have, and will maintain, good title to the land and buildings/ properties where our centers are situated. In the
event that the landlords do not have or fail to maintain good title to such properties we reserve the right to
terminate the lease without payment of lock-in obligations. While we undertake diligence in relation to the
landlords title to their buildings/ properties, in the event that they do not have or fail to maintain good title
to the land and buildings/ properties in which our centers are situated, or if such properties become subject
to any disputes, we may be required to terminate our lease arrangements and relocate. While there are no
ongoing title related matters involving our 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. Further,
if the landlords fail to comply with requirements of applicable law with respect to ownership and use of such
property, or if such property is, or becomes subject to, any dispute, we may be required to terminate our
agreements in relation to such centers. Relocation for such centers may cause disruptions to our business
and may require significant expenditure. We cannot assure you that we will be able to find suitable premises
on commercially reasonable terms in a timely manner, or at all, and we may have to pay significantly higher
rent or incur additional expenses. Further, the operations of our clients may be adversely impacted resulting
in the termination of our client agreements.

In addition, landlords may also create a charge or collateral on the building property for the purposes of
purchasing or refinancing the purchase of the property. Our arrangements with these landlords provide for a
requirement to seek a non-objection certificate from us wherein we secure our lease-holding rights prior to
creation of such charge. There may be instances where landlords may create charge over these properties
without seeking our approval. As such, we may be required to seek appropriate redressal remedies, including
initiation of legal proceedings, which may subject us to additional costs and may divert our management’s
time and attention. If these landlords are unable to repay or refinance maturing indebtedness, their lenders
could declare a default, accelerate the related debt and repossess the property. Any re-possession in the future
could result in the termination of our agreements at these centers. Further, necessary permits, approvals and
licenses for our centers are generally obtained in the name of the landlords. We rely on the cooperation and
assistance of such landlords to apply for 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.
In the event any of our centers are deemed to be in default of any applicable law on this account, it may have
an adverse impact on our business, results of operations and financial condition. Such instances may lead to
indemnity claims disputes or legal proceedings between us and the landlord. We cannot assure you that we
can compel the landlord to act in accordance with the provisions of our agreements, or successfully claim
indemnity in case of any breach of their obligations to us.

While we have not faced any such instances in the past three Fiscals, we cannot assure you that such instances
will not occur in the future. Any such occurrences in the future may have an adverse impact on our business,
results of operations and financial condition.

7. Our value-added services may not achieve desired growth and yield desired returns. Further, provision of
value-added services poses operational risks as it includes rendering services at high quality standards at
our centers. A failure to manage such risks could have an adverse impact on our business, results of
operations, cash flows and financial condition.

We have an end-to-end solutions portfolio comprising a wide spectrum of bundled and decoupled workplace
solutions and value-added services (“VAS”). The table below sets forth our revenue from workspace leasing
and VAS for the years indicated:

Fiscal 2025 Fiscal 2024 Fiscal 2023

Particulars (₹ in (% of (₹ in (% of (₹ in (% of
million) revenue million) revenue million) revenue

43
 from from from
operations) operations) operations)
Workspace leasing* 9,264.96 87.46 7,415.84 89.29 5,152.40 88.87
VAS** 1,349.21 12.74 921.99 11.10 681.65 11.76
Note:
* Includes revenue from rentals, common area maintenance and electricity.
**Value added services which are incremental to the workspace leasing provided by us and comprise amenities, green initiatives,

designed interiors, B2B and B2C solutions ranging from facility management, sale of goods, asset maintenance and plantation to
catering, transportation services for the employees of our clients and technology applications, through contracts with clients occupying
the space within our centers or third-party clients.

We cannot assure you that the demand for our VAS in the future will continue to increase. Any decrease in
the demand for our VAS in the future could have an adverse impact on our business, results of operations,
cash flows and financial condition.

Further, in rendering VAS, we are required to adhere to statutory requirements and our internal standard
operating procedures with regard to health, safety and hygiene and in our interaction with 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 the employees of our clients. Similarly, cleaning and housekeeping
services include 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 believe we have adequate insurance coverage, we may be subject to substantial liabilities if we
fail to satisfy applicable safety or health standards or cause harm to individuals or entities in the course of
rendering our services, the impact of which may exceed the insurance coverage we maintain. Further, our
success in these verticals is dependent on our reputation for providing quality services, track record of safety
and performance, and our relationship with our clients. Adverse publicity resulting from an accident or other
hazardous incident could result in a negative perception of our services and the loss of existing or potential
clients.

While we have not faced any such instances in the past three Fiscals, failure to effectively implement our
corporate, crisis response, training and management policies and protocols to adequately address and manage
risks inherent in our business, or a failure to meet the requirements of our clients, could have an adverse
effect on our business, results of operations, cash flows and financial condition.

8. Our asset transformation and management solutions services are exposed to development and construction
risks, which may have an adverse impact on our business, results of operations, cash flows and financial
condition.

We offer asset transformation and management solutions, managing properties for both landlords and external
parties. The table below sets forth revenue generated by us from asset transformation and management
solutions and expenses incurred on development and construction in the years indicated.

Fiscal 2025 Fiscal 2024 Fiscal 2023

(% of (% of (% of
Particulars (₹ in revenue (₹ in revenue (₹ in revenue
million) from million) from million) from
operations) operations) operations)
Asset transformation and management 51.15 0.48 - - - -
solutions
Expenses incurred on development 33.89 0.32 - - - -
and construction

We specialize in enhancing the value of assets through strategic upgrades and efficient operations. Our
services include property maintenance, tenant management and facility optimization. As such, we generally
rely on the continued availability and satisfactory performance of unaffiliated third-party general contractors
to perform the renovation and upgradation. The efficiency and quality of the renovation and upgradation
depends on the performance of these third parties. The prices we pay for the labour or materials provided by
these third parties, or other construction and renovation related costs, could unexpectedly increase, which
could have an adverse effect on the viability of the projects we pursue. Skilled personnel and high-quality
materials may not continue to be available at reasonable rates in the markets in which we pursue our

44
 renovation and asset management services. Further, renovation and upgradation works are subject to the
hazards which can cause personal injury and loss of life, damage to or destruction of property, plant and
equipment, and environmental damage. In some cases, general contractors may use improper construction
practices or defective materials. Improper construction practices or defective materials can result in the need
to perform extensive repairs to these spaces, loss of revenue during the repairs and, potentially, personal
injury or death. We also can suffer damage to our reputation, and may be exposed to possible liability, if these
third parties fail to comply with applicable laws. While we have not faced any such instances in the past three
Fiscals, any such occurrences in the future may have an adverse impact on our business, results of operations,
cash flows and financial condition.

9. We are dependent upon third parties for supply of raw materials and effectuating interior enhancement.
Any defaults or delays by these third parties may have an adverse impact on our business, results of
operations, cash flows and financial condition.

We are dependent upon third parties for supply of raw materials for renovation and effectuating interior
enhancement. As such, supply chain disruptions pose a significant risk to our business. Our ability to deliver
customized workspaces relies heavily on the timely acquisition of essential supplies, including office
furniture, technology infrastructure, and maintenance services. Any interruptions in the supply chain,
whether due to delays, shortages, or increased costs, can adversely affect our ability to maintain and upgrade
such workspaces, which in turn impacts client satisfaction and occupancy rates. Such delays not only affect
our operational efficiency but can also result in financial losses due to extended periods of unoccupied space
or diminished client appeal. Additionally, increased costs for materials or services can lead to higher
operational expenses, which may not be fully recoverable through increased rental fees, squeezing our profit
margins. Moreover, ongoing supply chain issues can strain our financial condition by necessitating higher
capital expenditures to source alternative suppliers or expedite deliveries. These additional costs, coupled
with the potential for revenue losses due to operational disruptions, can impact our overall financial stability.
Prolonged supply chain challenges could also affect our strategic expansion plans, as securing and outfitting
new locations becomes more complex and costly.

While we have not faced any such instances of disruption in supply chain that materially impacted our
operations in the past three Fiscals, we cannot assure you that we will be able to effectively manage the supply
chain risks or successfully implement contingency strategies to minimize disruptions which could adversely
impact business, results of operations, cash flows and financial condition.

10. While our business has grown rapidly in the past, we may not be successful in managing our growth
effectively, which could have an adverse effect on our business, results of operations, cash flows and
financial condition.

We have experienced rapid growth in our business, including in the number of our operational seats, area
under management and in the size of our client base. Our revenue from operations has grown at a CAGR of
35.17%, from ₹ 5,797.38 million in Fiscal 2023 to ₹ 10,592.86 million in Fiscal 2025. The following table
sets forth certain of our operational and financial metrics as of/for the dates indicated.

As of/for the year As of/for the year

As of/for the year
Particulars ended March 31, ended March 31,
ended March 31, 2025
2024 2023
AUM in SBA# (million square feet)* 8.40 6.32 4.94
Number of Centers by AUM 115 92 74
Number of Clients 769 702 594
Occupancy (%)** 85.12 80.21 83.68
Revenue from Operations (₹ million) 10,592.86 8,305.73 5,797.38
*
Area under management is active stock plus area under LOI including area yet to be handed over (in SBA).
**
Occupancy % is calculated as occupied area/seats divided by rentable area/seats.
#
SBA or Super Built-up Area of a property is the total center area, which includes the carpet area, along with the terrace, balconies,
areas occupied by walls, and areas occupied by common/ shared construction.

Maintaining and 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 on an absolute basis as we continue to invest in additional centers, launch additional VAS, hire
additional employees and increase our marketing efforts. As we expand our network of centers, we may
discover that our internal processes are ineffective or inefficient. In particular, to manage our rapid growth,

45
 we will need to enhance our reporting systems and procedures and continue to improve our operational,
financial, management, sales and marketing and information technology infrastructure. Continued growth
could also strain our ability to maintain reliable service levels for our clients. Further, our historical growth
rates may not be indicative of future growth, and we cannot assure you that we will be able to maintain our
past growth rate or secure the same number of clients we have entered into arrangements with in the past.
Additionally, as we grow, the ability of our management to source sufficient reasonably priced opportunities
for new centers or to develop and launch additional solutions and VAS may become more limited. 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 an adverse effect on our business, results of
operations, cash flows and financial condition.

11. We may not be able to attract new clients, and our existing clients may prematurely terminate their
agreements with us, which could adversely affect our business, results of operations and financial
condition.

We principally generate revenues through the provision of flexible workspace solutions including value added
services. Accordingly, the amount of revenue generated is linked to the tenure of our booking with our clients.
The following table sets forth the number of clients by tenure and percentage of our occupied seats by tenure
for the years indicated.

As of
March 31, 2025 March 31, 2024 March 31, 2023
Percentage of Percentage of Percentage of
Tenure
Number of occupied Number of occupied Number of occupied
clients seats/square clients seats/square clients seats/square
feet feet feet
Less than 12 months 282 9.15 224 7.23 170 6.35
12 – 23 months 91 5.19 62 4.58 54 4.37
24 months or more 396 85.66 416 88.20 370 89.28

While the agreements with our clients typically have a weighted average lock-in period of 33 months, our
clients may terminate such agreements, 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 honor their contractual payment obligations and we may not be able to
successfully recover lease rentals due from such clients. The initiation and pursuit of legal remedies in this
regard may divert management time and attention and consume financial resources. See “Outstanding
Litigation and Other Material Developments” on page 437. We cannot assure you that these litigations will
be decided in our favour.

Further, 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 centers, VAS, change in preference of
prospective clients, economic slowdown, decrease in demand for plug and play workspace solutions and
advent of technology leading to reduction in human-resource.

The table below sets forth the number of clients who terminated their contracts with us or reduced their
occupied area along with the number of centres closed, in the years indicated.

Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023

Number of clients who terminated contracts 65 56 39

Number of clients who reduced their occupied area 9 23 10
Number of centres closed/ become inoperable 1 4 -

The table below sets forth details of our monthly churn for the years indicated:

Churn Fiscal 2025 Fiscal 2024 Fiscal 2023

Monthly Churn % (0.23) (0.09) 1.00

Note: Average monthly net churn rate is calculated as the occupied area terminated or contracted by the clients less the
occupied area expanded by the clients divided by the average monthly occupancy for the year.

46
 The table below sets out the number of clients as of the dates indicated and the growth in number of clients:

Year-on- Year-on-
As of March As of March As of March
Particulars year growth year growth
31, 2025 31, 2024 31, 2023
(%) (%)
Number of clients 769 9.54 702 18.18 594
Client retention rate (%) 100.23 - 100.09 - 99.00
Note: Client retention rate is calculated as the annual average of area terminated or reduced by the clients less the area
expanded by the clients divided by the average monthly occupancy for the year.

We cannot assure you that we will be able to maintain historic levels of business from our significant clients.
The loss of business from any of these clients due to any reason could adversely affect our business, results
of operations and financial condition. The following table sets forth the contribution to our revenue from
operations from our top 1, 5 and 10 clients for the years indicated:

Fiscal 2025 Fiscal 2024 Fiscal 2023

(% of (% of (% of
Clients (₹ in revenue (₹ in revenue (₹ in revenue
million) from million) from million) from
operations) operations) operations)
Top client 367.83 3.47 359.46 4.33 240.39 4.15
Top 5 clients 1,250.47 11.80 1,233.24 14.85 889.25 15.34
Top 10 clients 1,930.21 18.22 1,853.09 22.31 1,396.61 24.09
Total 3,548.51 33.50 3,445.78 41.49 2,526.24 43.58

While we have not faced any such instances that materially impacted our operations in the past 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 and financial condition. The loss of one or
more of our significant clients or a reduction in the amount of business or fees we obtain from them could
have an adverse effect on our business, results of operations and financial condition.

12. We rely on our client relationships, reputation and brand to grow our business. Any negative client
experience may adversely affect our brand reputation, impacting our ability to attract or retain clients and
consequently have an adverse effect on our business, results of operations, cash flows and financial
condition.

The quality of our workspace solutions and VAS delivered to our clients is critical to the success of our
business. This depends significantly on the effectiveness of our quality control systems and standard operating
procedures, which in turn, depend on the skills and experience of our personnel, the quality of our training
program, and our ability to ensure that such personnel adhere to our policies and guidelines. We also rely on
certain third parties to provide VAS to our clients, including, security, office management, and food and
beverage services to our clients. Any reduction in the quality of services rendered by us or third parties due
to reasons beyond our control, or allegations of defects, even when false, at any of our centers could result in
non-renewal and termination of agreements by our clients, reduction in the seat occupancy at the centers,
tarnishing the image of our brand, negative reviews and feedback from our clients and may cause clients to
choose the services of our competitors. Due to the branded nature of our business, any adverse publicity,
whether disseminated in India or elsewhere, may negatively affect our reputation and our business generally.
While we have not faced any such instances that materially impacted our operations in the past three Fiscals,
our inability to provide a satisfactory client experience in the future may adversely affect our business, results
of operations, cash flows and financial condition.

13. Any inability to expand our business into new regions and markets in India could adversely affect our
business, results of operations, cash flows and financial condition.

As we plan to expand our geographic footprint, and open new centers, we may be exposed to additional
challenges, including identifying and collaborating with local business partners with whom we may have no
previous business relations, obtaining necessary governmental approvals, successfully marketing our brand
and VAS 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

47
 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.

Further, the occupancy percentages of our centers with younger vintages may be lower than those with older
vintages. The following table sets forth details of the occupancy percentages of our centers by their vintages
from the launch date of the centers as of the dates indicated:

Operational As of March 31,

Center Vintage 2025 2024 2023
0 – 12 months from launch date 77.99 45.66 64.16
Over 12 months from launch date 86.50 90.06 93.50
Occupancy (%) 85.12 80.21 83.68
Note: Occupancy % is calculated as occupied area/seats divided by rentable area/seats.

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 solutions providers and large, national or international
companies but also the 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.

To address these challenges, we may have to make significant investments that may not yield desired results
or incur costs that we may not be able to recover. The sub-optimal performance of our new centers may
adversely affect our business, results of operations, cash flows and financial condition.

14. Any decline in our average revenue per square feet or average revenue per rentable seat could have an
adverse effect on our business, results of operations and financial condition.

We aim to enhance our average revenue per square feet through an integrated workspace solutions ecosystem.
For details see “Our Business – Our Strategies – Enhance Average Revenue Per Square Feet Through an
Integrated Workspace Solutions Ecosystem” on page 260. The table below sets forth city-wise average revenue
per square feet as of the dates indicated.

As of March 31, As of March 31, As of March 31,

Location 2025 2024 2023
(in ₹)
Bengaluru, Karnataka 123.21 123.12 117.61
Pune, Maharashtra 144.71 139.55 114.29
Chennai, Tamil Nadu 137.54 125.78 64.03
Coimbatore, Tamil Nadu 104.93 176.68 133.10
Hyderabad, Telangana 70.41 91.80 66.60
Noida, Uttar Pradesh 110.59 100.55 101.87
Gurugram, Haryana 104.12 131.97 127.50
Mumbai, Maharashtra 140.19 166.36 183.88
Jaipur, Rajasthan 139.54 139.02 102.55
Madurai, Tamil Nadu 122.28 105.85 74.81
Kochi, Kerala 41.57 0.44 -
Vijayawada, Andhra Pradesh 121.11 - -
Kozhikode, Kerala 103.43 - -
Mohali, Punjab 26.57 - -

The table below sets forth city-wise average revenue per rentable seat as of the dates indicated.

As of March 31, As of March 31, As of March 31,

Location 2025 2024 2023
(in ₹)
Bengaluru, Karnataka 5,544.64 5,540.25 5,292.59
Pune, Maharashtra 6,511.78 6,279.67 5,143.02
Chennai, Tamil Nadu 6,189.49 5,660.01 2,881.44
Coimbatore, Tamil Nadu 4,722.01 7,950.80 5,989.62
Hyderabad, Telangana 3,168.58 4,131.07 2,996.98

48
 As of March 31, As of March 31, As of March 31,
Location 2025 2024 2023
(in ₹)
Noida, Uttar Pradesh 4,976.60 4,524.68 4,584.07
Gurugram, Haryana 4,685.61 5,938.69 5,737.68
Mumbai, Maharashtra 6,308.49 7,486.18 8,274.64
Jaipur, Rajasthan 6,279.46 6,255.83 4,614.77
Madurai, Tamil Nadu 5,502.77 4,763.43 3,366.41
Kochi, Kerala 1,870.69 19.70 -
Vijayawada, Andhra Pradesh 5,449.78 - -
Kozhikode, Kerala 4,654.39 - -
Mohali, Punjab 1,195.51 - -

We cannot assure you that we will be able to retain or increase our average revenue per square feet and
average revenue per rentable seat. Any significant disruption or unforeseen events in the locations that we
operate in, or fluctuations in the real estate industry may lead to a decline in our average revenue per square
feet and average revenue per rentable seat. Any such occurrence may adversely affect business, results of
operations and financial condition.

15. We have incurred operating losses in the last three Fiscals and we may continue to incur operating losses
in the future which could have an adverse effect on our business, results of operations and cash flows.

We have incurred operating losses in the past, as set forth below.

Fiscal 2025 Fiscal 2024 Fiscal 2023

Particulars
(₹ million)
Loss before tax (A) (1,573.03) (3,848.23) (2,279.31)
Other income (B) 436.45 370.87 215.37
Operating loss (A-B) (2,009.48) (4,219.10) (2,494.68)

We cannot assure you that we will not incur operating losses in the future which may adversely affect our
business, results of operations, value of our Equity Shares, financial performance and cash flows.

16. Shifts in work culture, such as the rise of remote and hybrid working models, could alter the demand for
plug and play workspaces, which could adversely affect our business, results of operations, cash flows and
financial condition.

Shifts in the work culture, particularly the increasing prevalence of remote and hybrid working models, pose
a significant risk to our business operations and financial performance. As more companies, especially in the
technology sector, embrace flexible working arrangements, the demand for plug and play workspaces may
diminish, impacting our occupancy rates and revenue streams. The growing preference for remote working
can lead to a decreased need for physical office spaces, including our plug and play workspace solutions, as
businesses and employees opt for virtual collaboration tools and home offices. Additionally, the need to adapt
to these changes may require substantial investment in modifying our service offerings or developing new
value propositions to attract and retain clients, further straining our financial resources.

The evolving nature of work culture necessitates continuous monitoring and strategic adaptation to mitigate
these risks and ensure that we remain competitive and financially resilient in an increasingly remote-centric
business environment. We cannot assure you that we will be able to mitigate the adverse effects of remote
working trends on our business, results of operations, cash flows and financial condition.

17. The estimation of the cost for establishing proposed centers maybe incorrect due to various factors and it
may adversely affect our financial condition and the successful implementation of our expansion plans.

Our estimation of the cost for establishing new centers to be funded out of the Net Proceeds, as outlined in
the section “Objects of the Offer” on page 122, is based on various factors including: (i) valid and existing
quotations received from vendors on a per sq. ft. basis, for the purposes of fit-out costs; (ii) estimated average
size of the new centers to be established which are to be funded from the Net Proceeds; and (iii) our internal
estimates for rental amounts, specifications and item requirements based on our experience of setting-up
similar centers. While all quotations received from the aforementioned vendors are valid as on the date of

49
 this Red Herring Prospectus, we have not entered into any definitive agreements with any vendors for the
matters set out therein. Accordingly, there can be no assurance that the estimates received will not change at
the time of entering into definitive agreements with them, and consequently there can be no assurance that
we will enter into definitive agreements with the same vendors from whom we have received such estimates.
Therefore, we cannot assure you that we will be able to undertake such expansion of new centers within the
cost indicated by our estimate or that there will not be cost escalations or at all. Further, changes in regulatory
requirements, unforeseen site conditions, and other economic factors may impact the cost estimation of
establishment of new centers. Any significant deviation from our cost estimates may adversely affect our
financial condition and the successful implementation of our expansion plans. Consequently, there is a risk
that the actual costs incurred in establishing the proposed centers may exceed our current estimates, which
could have a material adverse effect on our business, results of operations, and financial performance.

18. We have incurred indebtedness and an inability to comply with repayment and other covenants in our
financing agreements could adversely affect our business, results of operations, cash flows and financial
condition.

We have entered into various financing arrangements with various lenders for short-term and long terms
facilities. As of May 31, 2025, our total outstanding borrowings amounted to ₹3,320.79 million. For further
information on the extent of our borrowings, see “Financial Indebtedness” on page 433. Our ability to pay
interest and repay the principal for our indebtedness is dependent upon our ability to generate sufficient cash
flows to service such debt. Any additional indebtedness we incur may have significant consequences,
including, requiring us to use a significant portion of our cash flow from operations and other available cash
to service our indebtedness, thereby reducing the funds available for other purposes, including capital
expenditure and reducing our flexibility in planning for or reacting to changes in our business, competition
pressures and market conditions.

Our financing arrangements include conditions that require us to obtain respective lenders’ consent prior to
carrying out certain activities and entering into certain transactions including altering our capital structure,
further issuance of any Equity Shares, encumbrance or disposal of immovable asset, shares and securities of
our Company or personal guarantors, declaring or paying any dividend for any year except out of profits of
the current year, effecting any scheme of amalgamation or reconstruction, changing the management and
dilution of Promoters’ shareholding, alteration in the constitutional documents and creation of security.
Failure to meet these conditions or obtain these consents could have significant consequences on our business
and operations. We have received all consents required from our lenders in connection with the Offer.

In terms of security, we are required to create a mortgage or exclusive charge over our current assets, movable
and immovable properties. We have obtained waiver from the banks for some of the covenants pertaining to
ratio such as debt equity ratio, total outside liabilities to tangible net worth on account of adoption of Ind AS
financials for Fiscal 2024. We may also be required to furnish additional security if required by our lenders.
Additionally, these financing agreements also require us to maintain certain financial ratios such as debt and
equity ratio, security ratio and security cover. Other than the waivers sought from our lenders in relation to
certain financial covenants pursuant to adoption of Ind AS financials for Fiscal 2024 as mentioned above,
while there has been no breach of such covenants or instances of defaults or delay in repayment of loans in
the past three Fiscals, we cannot assure you that we will be able to comply with these financial or other
covenants at all times or ensure timely payments of our debt obligations or that we will be able to obtain the
consent necessary to take the actions that we believe are required to operate and grow our business.

19. Our Registered and Corporate Office and our centers are located on leased premises. If the leases
agreements are terminated or not renewed on terms acceptable to us, it could adversely affect our business,
financial condition, results of operations, and cash flows.

Our Registered and Corporate Office, and our centers are located on premises that we operate on a lease. We
may not be able to renew or extend these agreements at commercially acceptable terms, or at all. Further, we
may be required to re-negotiate rent or other terms and conditions of such agreements. We may also be
required to vacate the premises at short notice as prescribed in the lease agreements, and we may not be able
to identify and obtain possession of an alternate location which are comparable in cost, size or location, in a
short period of time. Any regulatory non-compliance by the landlord or adverse development relating to the
landlords’ title or ownership rights to such properties, including the result of any non-compliance, may entail
disruptions in our operations, especially if we are forced to vacate the leased space following such

50
 developments. Further, if there is a failure in registration of any of such lease agreements, or if they are
inadequately stamped, we may not be able to enforce such agreements. Occurrence of any of the above events
may have an adverse effect on our business, financial condition, results of operations, and cash flows. We
may also face the risk of being evicted in the event that our landlords allege a breach on our part of any terms
under the lease agreements and there is no assurance that we will be able to identify suitable locations to re-
locate our operations.

20. We face significant competitive pressures in our business. Our inability to compete effectively would be
detrimental to our business and prospects for future growth.

The workspace solutions industry in India is highly competitive and we compete in both the organized and
unorganized sectors with large multinational and Indian companies, as well as regional and local companies
in each of the regions that we operate. For further details in relation to our competitors, see “Industry
Overview” and “Basis for Offer Price” on pages 159 and 140.

Our success is largely dependent upon our ability to compete across various parameters, such as seat rates
offered, quality of our centers, our brand recognition, our service levels, location of the property and the
quality and scope of our VAS. In addition, our competitors may significantly increase their advertising
expenses to promote their brand and centers, which may require us to similarly increase our advertising and
marketing expenses and change our pricing strategies, which may have an adverse effect on our business,
results of operations and financial condition. Set forth below are the business promotion expenses incurred
by us during the years indicated.

Fiscal 2025 Fiscal 2024 Fiscal 2023

Expenses (₹ in (% of total (₹ in (% of total (₹ in (% of total
million) expenses) million) expenses) million) expenses)
Business promotion 57.32 0.45 25.56 0.20 6.07 0.07

For details, see “Restated Financial Information – Annexure II – Restated Statement of Profit and Loss
(including other comprehensive income)” on page 346.

Some of our competitors may be larger than us or develop alliances to compete against us, have more financial
and other resources, have access to better lease terms than we do or have greater brand recognition than ours.
Some of the major workspace solutions providers may have certain competitive advantages over us due to
their global spread of operations, greater brand recognition and greater marketing networks. We cannot assure
you that new or existing competitors will not significantly lower rates or offer greater convenience, more
attractively priced VAS or significantly expand or improve facilities in the markets in which we operate.

While we work consistently to offset pricing pressures, we cannot assure you that we will be able to compete
successfully in the future against our existing or potential competitors or that our business and results of
operations will not be adversely affected by increased competition.

21. Our reliance on brokers for client referrals may adversely affect our business operations, financial
position, and cash flows.

We rely on brokers to refer clients to us. The table below sets forth the number of clients referred through
brokers and our brokerage expenses for the years indicated:

As of/ for the year As of/ for the As of/ for the
Particulars ended March 31, year ended year ended
2025 March 31, 2024 March 31, 2023
Number of unique clients* referred by brokers 98 87 87
Number of unique clients* referred by brokers as a 60.87
58.78 54.38
percentage of total unique clients (%)
Brokerage expenses (₹ million) 258.79 172.10 112.70
Total income (₹ million) 11,029.31 8,676.60 6,012.75
Brokerage expenses as a percentage of total income 2.35% 1.98% 1.87%
(%)
*
Unique clients refer to clients onboarded during the relevant year, and as counted once, irrespective of subsequent renewal/extension
of space.

51
 Our dependence on brokers exposes us to risks including the brokers’ inability to attract clients due to
increased competition, changes in market conditions, or other factors beyond our control. Any significant
disruption in our relationship with brokers or their failure to refer clients could lead to a decrease in our client
base, adversely affecting our revenue and profitability. Additionally, if brokers demand higher commissions
or if we are unable to negotiate favorable terms, our operating expenses may increase, further impacting our
financial performance. Any such occurrences may adversely affect our business operations, financial position,
and cash flow.

22. We have substantial capital expenditure and working capital requirements and may require additional
financing to meet those requirements, which could have an adverse effect on our business, results of
operations, cash flows and financial condition.

We have substantial capital expenditure and working capital requirements. The table below sets forth
additions to property, plant, equipment and intangible assets for respective years (capital expenditure).

Fiscal 2025 Fiscal 2024 Fiscal 2023

Particulars (% of (% of
(₹ in (₹ in (₹ in (% of total
total total
million) million) million) expenses)
expenses) expenses)
Leasehold improvements 1,445.15 11.47 1041.14 8.31 1075.02 12.96
Plant and machinery 532.31 4.22 393.69 3.14 377.19 4.55
Furnitures and fixtures 301.62 2.39 237.58 1.90 273.94 3.30
Computers 164.72 1.31 150.31 1.20 180.46 2.18
Office equipments 75.92 0.60 46.24 0.37 82.66 1.00
Vehicles - - 0.41 0.00 - -
Computer software 64.47 0.51 6.10 0.05 37.62 0.45
Trademarks and copyrights 0.19 0.00 0.02 0.00 0.21 0.00
Total * 2,584.38 20.51 1,875.49 14.97 2,027.10 24.44
*
Additions to property, plant, equipment and intangible assets for respective years.

The actual amount and timing of our future capital expenditure or working capital requirements may differ
from estimates due to, among other factors, unforeseen delays or cost overruns, unanticipated expenses,
regulatory changes, economic conditions, design changes, weather related delays, technological changes,
additional market developments and new opportunities in the industry.

Further, as we pursue our growth plan, we expect that we will have to raise additional funds by incurring
further indebtedness or issuing additional equity to meet our capital expenditures or working capital needs in
the future. Our sources of additional financing, in the event that we need to draw on them to meet our working
capital or capital expenditure needs, may include incurrence of debt, issuance of equity or debt securities or
a combination of both. Our ability to arrange financing and the costs of capital of such financing are dependent
on numerous factors, including general economic and capital market conditions, credit availability from
banks, investor confidence, the continued success of our operations and other laws that are conducive to our
raising capital in this manner. If we decide to raise additional funds through the incurrence of debt or issuance
of debt securities or a combination of both, our interest and debt repayment obligations will increase, which
could adversely affect our business, results of operations, cash flows and financial condition. We may also
become subject to restrictive covenants in our financing agreements, which could limit our ability to access
cash flows from operations and undertake certain types of transactions. Any issuance of equity to raise
additional funds, on the other hand, would result in a dilution of the ownership of existing shareholders and
our earnings per Equity Share.

The table below sets forth our operating expenses in relation to our working capital requirements for the years
indicated.

As of/ for the year As of/ for the As of/ for the
Particulars ended March 31, year ended year ended
2025 March 31, 2024 March 31, 2023
Operating expenses (₹ million) 8,788.94 6,762.61 5,036.61

Our working capital requirements may increase if the payment terms in our agreements with our clients
include reduced advance payments or longer payment schedules. These factors may result in increases in the
amount of our receivables and short-term borrowings. Continued increases in our working capital

52
 requirements or our inability to obtain financing at favorable terms, or at all may have an affect our business,
results of operations, cash flows and financial condition. For further details, see “Financial Indebtedness” on
page 433.

23. Our operations entail certain fixed expenses, and our inability to reduce such costs during periods of low
demand for our workspace solutions may have an adverse effect on our business, results of operations,
cash flows and financial condition.

Our operations entail certain fixed costs such as a portion of our lease expenses, common area maintenance,
security, housekeeping charges, facility management and valet parking expenses. Further, the agreements we
enter into with our lessors typically include agreed periodic increments at fixed rates. We may also have to
incur costs towards periodic re-designing, restructuring, refurbishing or repair of defects at our centers which
may not be commensurate to the increments built into our agreements with landlords. The table below sets
forth our fixed and variable expenses for the years indicated.

Fiscal 2025 Fiscal 2024 Fiscal 2023

Particulars
(in ₹ million, unless otherwise stated)
Fixed expenses 9,703.83 7,664.14 5,689.57
Variable expenses 2,898.51 4,860.67 2,602.48

Further, the workspace solutions industry may experience periodic changes in demand and supply, which we
may not be able to predict accurately. Consequently, we may be unable to reduce fixed expenses in a timely
manner, or at all, in response to a reduction in the demand for our solutions. Further, our centers may be
subject to an increase in operating and other expenses in the event of increases in property and other tax rates,
increase in utility costs due to increase in electricity or water supply charges, insurance costs, repairs and
maintenance and administrative expenses, which may adversely affect our business, results of operations,
cash flows and financial condition.

24. We depend on our senior management and qualified and skilled personnel, and if we are unable to recruit
and retain senior management, qualified and skilled personnel, our business, financial conditions, cash
flows and results of operations may be adversely affected.

Our Senior Management and Key Managerial Personnel have substantial experience and have contributed to
the growth of our business. For further details, see “Our Management” on page 305. Our future performance
would depend on the continued service of our Senior Management, Key Managerial Personnel, and qualified
and skilled personnel, and the loss of any senior employee and the inability to find an adequate replacement
may adversely affect our business, cash flows, financial condition, results of operations and prospects. While
there has been no instance in the past three Fiscals, where the resignation of any Senior Management or Key
Managerial Personnel had an adverse impact on our business, results of operations, cash flows or financial
conditions, we cannot assure you that such instance will not arise in the future. Our future success, among
other factors, will depend upon our ability to continue to attract, train and retain qualified personnel with
critical expertise, know-how and skills that are capable of helping us. We may therefore need to increase
compensation and other benefits in order to attract and retain personnel in the future, which may adversely
affect our business, financial conditions, cash flows and results of operations.

The market for qualified professionals is competitive and we may not continue to be successful in our efforts
to attract and retain qualified people. The following table sets forth the attrition rate in the years indicated:

As of/For the Year As of / For the Year As of / For the Year

Particulars Ended March 31, Ended March 31, Ended March 31,
2025 2024 2023
Number of Employees 689 612 498
Number of Employees Exited 154 92 154
Attrition Rate* (%) 23.67 16.58 35.40
*Attrition rate is calculated as overall exits including retired employees divided by average number of employees in the

relevant years.

Our inability to hire, train and retain a sufficient number of qualified personnel could impair the success of
our operations. This could have an adverse effect on our business, financial conditions, cash flows and results
of operations.

53
 25. Any decline in occupancy rates and inability to secure new tenants could adversely affect our business,
results of operations, and financial condition.

Our business operations and financial performance are significantly dependent on maintaining high
occupancy rates across our centers. As of March 31, 2025, our occupancy rate was 85.12%. The table below
sets forth our occupancy rates as of the dates indicated:

Particulars As of March 31, 2025 As of March 31, 2024 As of March 31, 2023
Occupancy (%) 85.12 80.21 83.68
Note: Occupancy % is calculated as occupied area/seats divided by rentable area/seats.

Any decline in occupancy rates can adversely affect our revenue and profitability. Our ability to maintain or
improve occupancy rates is subject to various factors, including the demand for flexible workspace solutions,
economic conditions, and competition. In the event of early cancellation or expiry of lease terms by our
clients, we may face challenges in finding new tenants to occupy the vacated spaces. This could result in
increased vacancy rates and reduced revenue from operations. Furthermore, our lease agreements with
clients typically include a lock-in period, post which clients may terminate their agreements. Although we
strive to secure long-term agreements, there is no assurance that clients will renew their leases upon expiry
or that we will be able to attract new clients on favorable terms.

Any inability to find new tenants promptly or secure favorable lease terms could lead to prolonged periods
of vacancy, adversely affecting our cash flows and financial condition. Additionally, increased competition
from other workspace solutions providers and traditional landlords may further impact our ability to maintain
high occupancy rates.

While we have not faced significant challenges in maintaining occupancy rates in the past three Fiscals, we
cannot assure you that we will be able to do so in the future. Any decline in occupancy rates or inability to
find new tenants may adversely affect our business, results of operations, and financial condition.

26. We have not yet identified the exact locations for establishing new centers for which the Net Proceeds
of the Offer are proposed to be utilised.

We propose to utilise the Net Proceeds for funding capital expenditure towards establishment of new centers.
For further details of the proposed objects of the Offer, see “Objects of the Offer” beginning on page 122.
We intend to establish our new centers in Bengaluru, Chennai, Pune and non-tier-I cities. While we have
identified the regions where the new centers will be established, however, we have not identified the exact
locations for establishing the new centers, as such identification depends on various factors, including inter
alia, rental prices for the proposed new centers in a specific locality, demographics, site quality,
unavailability of suitable locations, addressable market, demand and supply dynamics, lease rentals and
competition. Our estimated costs for establishing of the new centers are therefore based on: (i) valid and
existing quotations received from vendors on a per sq. ft. basis, for the purposes of fit-out costs; (ii) estimated
average size of the new centers to be established which are to be funded from the Net Proceeds; and (iii) our
internal estimates for rental amounts, specifications and item requirements based on our experience of
setting-up similar centers. For further details of these estimated costs and the methodology for computation,
see “Objects of the Offer – Details of the Objects – Funding capital expenditure towards establishment of
new centers” beginning on page 124.

27. We rely on contract labour for carrying out certain of our operations and we may be held responsible for
paying the wages of such workers, if the independent contractors through whom such workers are hired
default on their obligations, and such obligations could have an adverse effect on our results of operations,
cash flows and financial condition.

In order to retain flexibility and control costs, we appoint independent contractors who in turn engage on-site
contract labour for performance of certain of our operations. The table below sets forth details in relation to
independent contractors hired by us for the years indicated.

Year Number of Contractors Added Total Number of Contractors for

the Year

54
 Fiscal 2025 230 586
Fiscal 2024 173 356
Fiscal 2023 124 183

Although we do not engage these laborers directly, we may be held responsible for any wage payments to be
made to such laborers in the event of default by such independent contractor. Additionally, any non-
compliance with labour laws by these contractors, such as failure to pay wages, provide statutory benefits, or
adhere to safety regulations, could result in legal liabilities, penalties, and reputational damage for our
Company. While we have not faced any such instances in the past three Fiscals, any such occurrences in the
future may have an adverse impact on our business, results of operations, cash flows and financial condition.

28. Our Statutory Auditors and Predecessor Auditor have included certain emphasis of matter and other
matters under Companies (Auditor’s Report) Order, 2020 in their audit report for our Restated Financial
Information. We cannot assure you that similar emphasis of matter or other qualifications will not be
included in our financial statements in the future.

Our Statutory Auditors and Predecessor Auditor have included the following emphasis of matter in their audit
report which do not require any corrective adjustments in the Restated Financial Information.

“As at and for the year ended March 31, 2023:

Emphasis of matter – Basis of Preparation and Restriction on Distribution and Use

We draw attention to Note 2A to the financial statements, which describes the basis of preparation of these
special purpose Ind AS financial statements. As explained therein, these special purpose Ind AS financial
statements have been prepared by the Company in response to the requirements of the e-mail dated October
28, 2021 from Securities and Exchange Board of India (“SEBI”) to Association of Investment Bankers of
India, instructing lead managers to ensure that companies provide financial statements prepared in accordance
with Indian Accounting Standards (Ind-AS) for all the three years and stub period (hereinafter referred to as
the “the SEBI e-mail”) for submission to SEBI. Accordingly, the attached financial statements may not be
suitable for any other purpose and this report should not be used, referred to or distributed for any other
purpose, except for the use of current statutory auditors (Walker Chandiok & Co LLP) of the Company in
connection with their examination of the restated financial information in connection with the Company’s
proposed Initial Public Offer of equity shares. Our opinion is not modified in respect of this matter.”

We draw attention to clause 6 (b) of the examination report on the Restated Financial Information. As
explained therein, restated financial information does not contain any modifications requiring adjustments.
Moreover, those qualifications / observations relating to not maintaining the logs for the daily backup of
books of account and other relevant books and papers for the year ended March 31, 2023 and qualifications
in the Companies (Auditor’s Report) Order, 2020 issued by the Central Government of India in terms of sub
section (11) of Section 143 of the Act, which do not require any corrective adjustments in the Restated
Financial Information, have been disclosed in Part B of Annexure VI to the Restated Financial Information.

For details in relation to observations included by our statutory auditors in relation to certain reporting
requirements, see “Restated Financial Information – Annexure VI, Part B, S. No. C” on page 358 and see
“Restated Financial Information – Annexure VI, Part B, S. No. E” for the year ended March 31, 2024 and
March 31, 2025 on page 359 and for details in relation to observations included by our predecessor auditors
in relation to certain reporting requirements, see “Restated Financial Information – Annexure VI, Part B, S.
No. D” on pages 358 and 359, respectively. We cannot assure you that similar observations, emphasis of
matter or other qualifications will not be included in our financial statements in the future.

29. Our Company had filed a compounding application for violation of Section 96(1) of the Companies Act,
2013 and there may be instances of non-compliances with the MCA in the future.

Our Company was in violation of Section 96(1) of the Companies Act, 2013 for Fiscal 2020, by failing to
convene its annual general meeting within the prescribed timelines owing to a delay in finalising the financial
statements of our Company during the COVID-19 pandemic. The offence was made good by our Company
by convening the AGM on March 31, 2021. In furtherance to the non-compliance, our Company filed a
voluntary application for compounding dated August 5, 2024, before the Regional Director, Southeast

55
 Region, Hyderabad (“Regional Director”). The Regional Director by way of an interim order dated January
9, 2025, levied a compounding fee of ₹ 25,000 on our Company and ₹ 10,000 each on our Promoters, which
was paid on January 20, 2025. By way of its order dated January 27, 2025, the Regional Director noted the
remittance of the aforesaid compounding fee and disposed of the compounding application (“Order”).
Pursuant to the requirements of the Order, our Company has filed the Order with the Registrar of Companies
on January 28, 2025. The matter is currently closed. However, we cannot assure you that there may not be
any non-compliances with the MCA in the future. Further, our promoters may be directors in companies,
including our Group Companies and companies forming a part of the Promoter Group, that have similarly
inadvertently incurred violations of the Companies Act, 2013 and Applicable Laws, for which they may seek
to compound their offences. For instance, our Group Company and Promoter Group member, Careernet
Technologies Private Limited has filed form GNL-1 for compounding of offence related to delay in convening
of AGM for financial year 2022-23 for adopting the consolidated financial statements, in contravention of
section 96 of the Companies Act. The compounding application in relation to same was filed by Careernet
Technologies Private Limited, Rishi Das, Anshuman Das and Ranjana Das.

30. Our operations could be adversely affected by strikes or increased wage demands by our employees or any
other kind of disputes with our employees.

As of March 31, 2025, we had 689 total employees (including employees appointed on contractual basis)
across our operations. While our employees are not currently unionized, we cannot assure you that our
employees will not unionize in the future. Union organizing efforts or collective bargaining negotiations could
lead to strikes by our employees, which could have an adverse effect on our business, financial condition,
results of operations, cash flows and prospects. Furthermore, in the event that all or part of our employees are
represented by one or more labour union, we may face higher employee costs and increased risks of work
stoppages, slowdowns and/or strikes, which could have an adverse effect on our business, financial condition,
results of operations, cash flows and prospects.

Although we have not experienced any strikes or employee unrest in 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 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 an adverse effect on our business, financial condition, results of operations, cash
flows and prospects.

31. We are subject to government regulation in the jurisdictions in which we operate. Any non-compliance
with, or changes in, regulations applicable to us may adversely affect our business, results of operations,
cash flows and financial condition.

We are subject to a range of laws and regulations in the jurisdictions in which we operate, which impose
controls on our operations. Our landlords are also subject to similar laws and regulations in respect of their
ownership of the buildings within which we operate and manage our centers, and, to the extent they are unable
to comply with them, our business, results of operations, cash flows and financial condition may be adversely
impacted. Any accidents at our centers may result in personal injury or loss of life, substantial damage to or
destruction of property and equipment resulting in the suspension of operations. Any of the foregoing could
subject us to litigation, which may increase our expenses in the event we are found liable, and could adversely
affect our reputation. Additionally, the government or the relevant regulatory bodies may require us to shut
down our centers.

The adoption of stricter interpretations of existing laws, increased governmental enforcement of laws or other
developments in the future may require that we make additional capital expenditures, incur additional
expenses or take other actions in order to remain compliant and maintain our current operations. Further,

56
 complying with, and changes in, laws and regulations or terms of approval may increase our compliance costs
and adversely affect our business, prospects, results of operations, cash flows and financial condition.

We are also subject to the laws and regulations governing relationships with employees in such areas as
minimum wages and maximum working hours, overtime, working conditions, ring and termination of
employees, contract labour and work permits and maintenance of regulatory/ statutory records and making
periodic payments. There is a risk that we may inadvertently fail to comply with such regulations, which
could lead to enforced shutdowns and other sanctions imposed by the relevant authorities. Any losses that we
incur in this regard could have an adverse effect on our reputation, business, results of operations, cash flows
and financial condition. While we have not faced any such instances of non-compliance in the past three
Fiscals, we cannot assure you that such instances will not arise in the future.

32. We require certain licenses, permits and approvals in the ordinary course of business, and the failure to
obtain or retain them in a timely manner may adversely affect our business, results of operations, cash
flows and financial condition.

We are required to obtain certain approvals, registrations, permissions and licenses under various regulations,
guidelines, circulars and statutes regulated by the relevant authorities in India. For further information on the
nature of approvals and licenses required for our business and for information on the material approvals
applied for, see “Government and Other Approvals” on page 445. While we have obtained the material
approvals and licenses required for our operations, we have made applications to the appropriate authorities
for trade licenses for certain of our centers as well as applications for renewal of certain licenses and approvals
which have lapsed in the normal course. In addition, we may apply for additional licenses and approvals,
including the renewal of certain approvals which may expire from time to time, and approvals in the ordinary
course of business. Further, the obligation to maintain certain approvals and licenses, including fire NOC and
occupation certificate for our leased premises, lies with the respective lessors to our centers. A majority of
these approvals are granted for a limited duration and require renewal from time to time. These approvals,
licenses, registrations and permissions may be subject to numerous conditions. If we fail to obtain some or
all of these approvals or licenses, or renewals thereof, in a timely manner or at all, or if we fail to comply
with applicable conditions or it is claimed that we have breached any such conditions, our license or
permission for carrying on a particular activity may be suspended or cancelled and we may not be able to
carry on such activity, which could adversely affect our business, results of operations, cash flows and
financial condition. We have not faced any significant delays in obtaining regulatory approvals in the past.
We cannot assure you that such instance will not arise in the future. Further, while there has been no instance
in the past three Fiscals where our license was suspended or cancelled by any regulatory authority which
impacted our operations, we cannot assure you that such instance will not arise in the future. Any such
occurrence in the future may adversely affect our business, results of operations, cash flows and financial
condition.

33. We may not have adequate insurance and may be unable to secure additional insurance to cover all losses
we may incur in our business operations or otherwise.

Our operations carry inherent risks of damage to or destruction of property, and damage to the environment,
and are subject to risks such as fire, theft, flood, earthquakes, and terrorism. We maintain insurance coverage
in such amounts and against such risks which we believe are in accordance with industry practice, including
policies in relation to asset insurance, keyman insurance, health and term insurance, general insurance for
employees, building insurance, directors and officers insurance, commercial general liability insurance, and
electronic equipment insurance. However, such insurance may not be adequate to cover all losses or liabilities
that may arise from our operations, including when the loss suffered is not easily quantifiable and in the event
of severe damage to our reputation. Furthermore, we may not be able to secure any additional insurance
coverage on commercially reasonable terms or at all. The table below sets forth our total insurance coverage
as of the dates indicated:

Particulars March 31, 2025 March 31, 2024 March 31, 2023
Insured assets (₹ million) 6,477.14 4,943.69 3,923.19
Insurance coverage of total assets (%) 427.54 362.75 381.58

In addition, we may not be able to maintain insurance of the nature or at levels which we deem necessary or
adequate or at rates which we consider reasonable. The occurrence of an event for which we are not

57
 adequately or sufficiently insured or the successful assertion of one or more large claims against us that
exceed available insurance coverage, or changes in our insurance policies (including premium increases or
the imposition of large deductible or co-insurance requirements), could have an adverse effect on our
reputation, business and results of operations.

We cannot assure you that any claim under the insurance policies maintained by us will be honoured fully or
on time. Any payments we make to cover any losses, damages or liabilities or any delays we experience in
receiving appropriate payments from our insurers could have an adverse effect on our business, financial
condition, cash flows, and results of operations. While we have not faced any such instances in the past three
Fiscals, we cannot assure you that such instances will not arise in the future.

34. If we are unable to establish and maintain an effective internal controls and compliance system, our
business, results of operations, cash flows and financial condition could be adversely affected.

We are responsible for establishing and maintaining adequate internal measures commensurate with the size
and complexity of operations. Our internal audit functions make an evaluation of the adequacy and
effectiveness of internal systems on an ongoing basis so that our operations adhere to our policies, compliance
requirements and internal guidelines. We periodically test and update our internal processes and systems and
there have been no material instances of failure to maintain effective internal controls and compliance system
in the past three Fiscals. However, we are exposed to operational risks arising from the potential inadequacy
or failure of internal processes or systems, and our actions may not be sufficient to ensure effective internal
checks and balances in all circumstances.

As risks evolve and develop, internal controls must be reviewed on an ongoing basis. Maintaining such
internal controls requires human diligence and compliance and is therefore subject to lapses in judgment and
failures that result from human error. Any failure to comply with these internal controls could adversely affect
our business, results of operations, cash flows and financial condition.

35. We have experienced delay/ default in payment of statutory dues in the past, which may attract penalties
and in turn have an adverse impact on our financial condition.

We are required to make certain payments to various statutory authorities from time to time in the regular
course of its operations, including but not limited to payments pertaining to employee provident fund,
employee state insurance, income tax and excise duty. The table below sets forth the details of the statutory
dues paid by our Company in relation to our employees for the years indicated below:

As of/For the year ended March 31,

Nature of Payment
2025 2024 2023
Provident Fund (₹ million) 31.40 27.37 22.26
Number of employees for whom provident fund has been 830 692 639
paid
ESIC (₹ million) - - -
Number of employees for whom ESIC has been paid - - -
Tax Deducted at Source on salaries (“TDS”) (₹ million) 68.50 46.74 37.12
TDS on payments other than salaries (₹ million) 570.63 451.12 331.35
Number of employees for whom TDS has been paid 282 236 233

The table below provides the delays in payment of statutory dues by our Company during years indicated.

Nature of Payments
GST TDS Professional Tax Provident Fund Labour Welfare
Fiscal Fund
Number Amount Number Amount Number Amount Number Amount Number Amount
of (₹ in of (₹ in of (₹ in of (₹ in of (₹ in
instances million) instances million) instances million) instances million) instances million)
Delay
for
6.00 73.69 9.00 3.87 2.00 0.08 Nil Nil 2.00 0.00
Fiscal
2023

58
 Nature of Payments
GST TDS Professional Tax Provident Fund Labour Welfare
Fiscal Fund
Number Amount Number Amount Number Amount Number Amount Number Amount
of (₹ in of (₹ in of (₹ in of (₹ in of (₹ in
instances million) instances million) instances million) instances million) instances million)
Delay
for
6.00 123.14 7.00 2.78 Nil Nil Nil Nil Nil Nil
Fiscal
2024
Delay 1.00 0.62 6.00 3.04 Nil Nil Nil Nil Nil
for
Nil
Fiscal
2025

Further, the number of employees of our Company for which the provident fund was applicable, and the
relevant paid and unpaid dues is as follows:

Financial period Number of Total amounts Paid amounts (in ₹ Unpaid amounts (in
employees due (in ₹ million) million) ₹ million)
Fiscal 2025 830 31.40 31.40 Nil
Fiscal 2024 692 27.37 27.37 Nil
Fiscal 2023 639 22.26 22.26 Nil

While we have addressed the aforementioned delays by remitting the pending amounts to the respective
departments, and have effectuated internal controls such as use of appropriate software and mechanism to
identify the statutory liabilities and timely payment within the due dates to ensure non-occurrence of such
delays in future, we cannot assure you to that we will be able to pay our statutory dues in the future, including
due to reasons beyond our control. Any failure or delay in payment of such statutory dues may expose us to
statutory and regulatory action, as well as significant penalties, and may adversely impact our business, results
of operations, cash flows and financial condition.

36. Our Company, Promoters, Directors, KMPs and SMPs are involved in certain legal and regulatory
proceedings. Any adverse decision in such proceedings may have an adverse effect on our business,
financial condition, cash flows and results of operations.

There are outstanding legal and regulatory proceedings involving our Company, our Promoters, Directors,
KMPs and SMPs which are pending at different levels of adjudication before various courts, tribunals and
other authorities. Such proceedings could divert the management’s time and attention and consume financial
resources in their defence or prosecution. The amounts claimed in these proceedings have been disclosed to
the extent that such amounts are ascertainable and quantifiable and include amounts claimed jointly and
severally, as applicable. Any unfavourable decision in connection with such proceedings, individually or in
the aggregate, could adversely affect our reputation, continuity of our management, business, cash flows,
financial condition and results of operations.

The summary of such outstanding legal and regulatory proceedings is set out below:

Disciplinary
Aggregate
actions by the
Statutory or Material amount
Criminal Tax SEBI or Stock
Name of Entity Regulatory Civil involved (₹
Proceedings Proceedings Exchange
Proceedings Litigation in
against our
million)@
Promoters
Company
By our Company 4 NA NA NA Nil 54.74
Against our 1 6* Nil Nil Nil 0.41
Company
Directors#
By our Directors 1 NA NA NA Nil Nil
Against our 3 4& 1 NA Nil 5.02
Directors
KMPs and SMPs
By our KMPs and 3 NA NA NA NA Nil
SMPs

59
 Disciplinary
Aggregate
actions by the
Statutory or Material amount
Criminal Tax SEBI or Stock
Name of Entity Regulatory Civil involved (₹
Proceedings Proceedings Exchange
Proceedings Litigation in
against our
million)@
Promoters
Against our 2% NA 1 NA NA 2.57
KMPs and SMPs
Promoters#
By our Promoters Nil NA NA NA Nil Nil
Against our 2 4& 1 Nil Nil 5.02
Promoters
*
Includes three direct tax cases and three indirect tax cases.
&
Includes four direct tax cases.
@
to the extent quantifiable.
#
Includes details of proceedings involving the Directors who are also Promoters.
%
Includes two cases involving our two KMPs, Rishi Das and Deepak Dadhich, as disclosed under “Outstanding Litigation and Material
Developments – Litigation involving our Directors – Criminal proceedings against our Directors” on page 439.

We cannot assure you that any of these matters will be settled in favour of our Company, Promoters, KMPs,
SMPs respectively, or that no additional liability will arise out of these proceedings. An adverse outcome in
any of these proceedings may have an adverse effect on our business, financial position, prospects, cash flows,
results of operations and our reputation. For further information, see “Outstanding Litigation and Other
Material Developments” on page 437.

37. We have received complaints pursuant to filing of the DRHP which could impact the reputation of the
Company and deter potential investors to subscribe to the IPO.

We have received complaints pursuant to filing of the DRHP which could impact the reputation of the
Company and deter potential investors to subscribe to the IPO. The details of the complaints received
pursuant to filing of the DRHP are stated below:

Details of the Complaint received Complaint Response received Complaint received

Complaint from Suman Kumar received from the from Suman from Zerach Solar
Mishra ex-employee Kumar Mishra Private Limited
Date of receipt March 6, 2025 from March 12, 2025 March 30, 2025 June 12, 2025 from
SEBI and March 18, SEBI and June 19,
2025 from BSE Limited 2025 forwarded by
the BRLMs
Details of the Suman Kumar Mishra, Anonymous ex- Suman Kumar Zerach Solar Private
Complainant on behalf of Investor employee of the Mishra, on behalf of Limited
Forum of India Company Investor Forum of
India
Addressee of the Various officials Official of the Various officials Securities and
complaint including the Hon'ble Bombay Stock including SEBI Exchange Board of
Prime Minister of India, Exchange officials, the India and BRLMs
Finance Minister of BRLMs, stock
India, Finance exchange officials
Secretary, SEBI and the others
officials, the BRLMs,
stock exchange officials
and ICICI Bank
officials.
Status of the The response to this The response to this The response to this The response to this
complaint complaint was filed with complaint was filed complaint was complaint was
SEBI on March 24, 2025 by the BRLMs on submitted by the submitted by the
and with BSE Limited March 24, 2025 Company on April BRLMs on June 27,
on March 21, 2025 which included 22, 2025 which 2025.
which included para- para-wise included para-wise
wise explanations of the explanations of the explanations of the
allegations being allegations being allegations being
frivolous, baseless and frivolous, baseless frivolous, baseless
made without any and made without and made without
evidence whatsoever. any evidence any evidence
whatsoever. whatsoever.

60
38. We may be subject to employee misconduct, fraud, theft, employee negligence or similar incidents which
may adversely affect our business, results of operations, cash flows and financial condition.

Our business operations rely heavily on the integrity and professionalism of our employees. However, there
is a risk that employees may engage in misconduct, including but not limited to fraud, theft, embezzlement,
unauthorized activities, violation of company policies, or unethical behavior. Such misconduct could result
in significant financial losses, legal liabilities, and reputational damage. Additionally, employee misconduct
could lead to regulatory scrutiny, fines, and penalties, particularly if it involves non-compliance with industry
regulations or legal requirements. In the past, there have been an instance where one of the employee of our
Company was involved in a conspiracy to defraud and commit forgery against our Company. For further
information, see “Outstanding Litigation and Material Developments – Outstanding legal proceedings by our
Company” on page 438. There can be no assurance that we will not experience any such incidents in the
future, which could adversely affect our business, results of operations, cash flows and financial condition.

39. One of the sub-lease deed entered into by our Company with one of our client, for the property located at
Kaikondrahalli Village, Varthur Hobli, Banglore East, Bangalore has expired and has not been renewed
at the time of filing of this Red Herring Prospectus.

One of the sub-lease deeds dated October 25, 2021 entered into by our Company with one of our client, for
the property located at Kaikondrahalli Village, Varthur Hobli, Bangalore East, Bangalore admeasuring an
area of 14,000 square feet has expired and has not been renewed at the time of filing of this Red Herring
Prospectus. Additionally, there is no assurance that we will be able to renew the sub-lease deed on favourable
or at the same comparable commercial terms as earlier or at all. Such non-renewal of lease may adversely
affect our business as the client will be unable to carry out their business at such location and this may have
a material and adverse impact on the business of our Company. We generated ₹16.81 million, ₹16.02 million
and ₹15.27 million as revenue during Fiscals 2025, 2024 and 2023, respectively, from the said property. Non-
renewal of the lease deed will adversely affect our ability to generate further revenue from this property.
Since there is no renewed sub-lease deed in place, we will not be able to make legal claims of rent amount
and enforce the sub-lease deed in a court of law in case of non-payment of rent by our client. Therefore, this
may lead to dues which can never be recovered and we may receive an unfavourable judgment from the court
of law despite incurring costs on litigation, which will add on to the financial burden of the Company. Further,
this also leads to inflexibility to repurpose or reassign the space to another client who may be willing to pay
at the commercial terms which are acceptable to us. While we strive to renew all the lease deeds entered into
by our Company on a timely basis, we cannot assure you that such instances will not occur in the future.

40. We may be exposed to risks associated with our acquisition strategy in relation to high-demand lease
properties and the attractiveness of new centers.

Our acquisition strategy focuses on securing lease properties in high-demand micro-markets characterized by
robust infrastructure connectivity, utilizing a hub-and-spoke model to cater to both large enterprises and
smaller businesses. While this approach aims to capitalize on the demand for flexible workspace solutions, it
exposes us to several risks. High financial commitments, including significant lease payments and initial fit-
out costs, are based on the assumption that new centers will attract sufficient clients to achieve high occupancy
rates. However, there is no assurance that these centers will be attractive to potential clients or achieve desired
occupancy levels. If a new center is not attractive to potential clients, it could result in prolonged periods of
vacancy, increased operational costs, and reduced revenue from operations. Intense competition from other
workspace providers and traditional landlords in high-demand areas could limit our ability to attract clients.
Adverse economic conditions and shifts in client preferences towards remote or hybrid working models could
further reduce demand for physical office spaces. Operational challenges, such as delays in the fit-out process
and regulatory approvals, could affect the timely launch and attractiveness of new centers. Additionally, our
strategy involves leasing properties for 10 to 20 years and investing in upgrades, which, if not executed
effectively, could impact client satisfaction and occupancy rates. Our expansion into non-Tier I cities also
carries risks related to local market conditions and the ability to attract clients. While we have successfully
expanded our network in the past, we cannot assure that future acquisitions will be equally successful, and
any failure to attract clients or achieve desired occupancy levels may adversely affect our business, results of
operations, and financial condition.

41. We may not be successful in implementing and managing our expansion and growth strategy effectively.

61
 Our ability to manage our expansion effectively and execute our growth strategy predominantly depends on
our ability to grow our business and operations in India. The development of such future business could be
adversely affected by many factors, including general political and economic conditions in India, government
policies or strategies in respect of specific industries, prevailing interest rates, and labour costs, among others.
If we are unable to manage our growth effectively, we may not be able to take advantage of market
opportunities, execute our business strategies successfully or respond to competitive pressures. Additional
difficulties in executing our growth strategy, particularly in new geographical locations, may include, among
others, obtaining applicable regulatory approvals and other permits; managing local operational, capital
investment or sourcing regulatory requirements; managing fluctuations in the economy and financial markets,
as well as credit risks; and managing possible unfavourable labour conditions or employee strikes. We cannot
assure you that our growth and expansion strategy will continue to be successful or will continue to grow at
historical rates or that we will be able to execute our business plans efficiently in a cost-effective manner.

42. We may undertake acquisitions, investments, joint ventures or other strategic alliances, which may have
an adverse effect on our ability to manage our business, and such undertakings may be unsuccessful.

We may undertake acquisitions, investments, joint ventures or other strategic alliances to expand our business
operations. Any future acquisitions may expose us to new operational, regulatory, market and geographic
risks as well as risks associated with additional capital requirements as well as other considerable risks,
including:

• our inability to integrate new operations, personnel, solutions, and technologies;

• unforeseen or hidden liabilities, including exposure to lawsuits associated with newly acquired
companies;

• the diversion of resources from our existing businesses;

• failure to comply with laws and regulations as well as industry or technical standards of the
overseas markets into which we may expand;

• our inability to generate sufficient revenues to offset the costs and expenses of such acquisitions or
strategic investment; and

• potential loss of, or harm to employees or client relationships.

Any of these events could disrupt our ability to manage our business, which in turn could have an adverse
effect on our financial condition, cash flows and results of operations. Such risks could also result in our
failure to derive the intended benefits of the acquisitions, and we may be unable to recover our investment in
such initiatives.

43. Any failure to protect our intellectual property rights could adversely affect our competitive position,
business, financial condition and results of operation.

We have 36 registered trademarks including trademarks for classes 9, 16, 35, 36, 37, 38, 41, 42 and 43. For
further information, see “Our Business – Intellectual Property” on page 278 and “Government and Other
Approvals – Intellectual Property Rights” on page 448. The use of our registered trademarks or logos by third
parties could adversely affect our reputation, which could in turn adversely affect our business and results of
operations. The measures we take to protect our registered trademarks may not be adequate to prevent
unauthorized use of our registered trademarks by third parties.

62
 We have filed 38 applications under 13 classes for the registration. We cannot assure you that such registration
of our trademarks will be granted to us in a timely manner, or at all. As a result, we may not be able to prevent
infringement of our trademarks until such time that such registration is granted.

Additionally, we have two registered artistic work in India under the Copyright Act, 1957. Further, we have
made applications for registration of one ‘artistic work’ and one ‘computer software’ under the Copyright
Act, 1957.

Further, the defence of intellectual property suits and related legal and administrative proceedings can be both
costly and time-consuming and may significantly divert the efforts and resources of our technical and
management personnel. We may not achieve a favourable outcome in any such litigation. We cannot assure
you that such instances will not occur in the future.

44. We are exposed to risks associated with development and fit-out process of the spaces we occupy.

The development and fit-out process of the spaces we occupy involves several risks that could impact our
project timelines, costs, and overall quality, including, potential delays due to unforeseen construction
challenges, such as structural issues or supply chain disruptions affecting the availability of materials and
equipment. Additionally, there is a risk of cost overruns stemming from inaccurate initial estimates or changes
in project scope. Ensuring compliance with local building codes and regulations can also pose challenges,
potentially leading to further delays and additional costs. Furthermore, coordination with multiple contractors
and stakeholders increases the complexity of the project, heightening the risk of miscommunication and
errors.

45. If we inadvertently infringe on the intellectual property rights of others, our business and results of
operations may be adversely affected.

While we take care to ensure that we comply with the intellectual property rights of others, we cannot
determine with certainty as to whether we are infringing on any existing third-party intellectual property
rights, which may force us to alter our technologies, obtain licences or cease some of our operations. We may
also be susceptible to claims from third parties asserting infringement and other related claims. If claims or
actions are asserted against us, we may be subject to costly litigation or may be required to obtain a licence,
modify our existing technology or cease the use of such technology and design a new non-infringing
technology. Such licences or design modifications can be extremely costly. Further, necessary licences may
not be available to us on satisfactory terms, if at all. In addition, we may decide to settle a claim or action
against us, which settlement could be costly. We may also be liable for any past infringement. Any of the
foregoing could adversely affect our business, results of operations and financial condition. An inadvertent
breach or any misuse of intellectual property or proprietary data by any of our employees or sub-contractors
may expose us to expensive infringement claims and may diminish our goodwill and reputation, making it
difficult for us to operate our business and compete effectively. While we have not experienced any such
instances in the past three Fiscals, we cannot assure you that such instances will not occur in the future.

46. Technology failures could disrupt our operations and adversely affect our business operations and
financial performance.

Information technology systems are critical for our business. With more than 71,597 downloads, 63,107
active users, 81,490 monthly transaction volume and 563 smart devices deployed as of March 31, 2025,
MiQube, our community application assists us in providing a valuable employee and tenant experience. It is
facilitated by MiKiosk, our visitor management system. The table below sets forth addition to intangible
assets and intangible assets under development incurred by us for the years indicated (technological
expenditure).

Fiscal
Particulars 2025 2024 2023
(₹ in million, unless otherwise stated)
Computer software 64.47 6.10 37.62
Trademarks and copyrights 0.19 0.02 0.21
Intangible assets under development - 28.50 8.78
Total 64.66 34.62 46.61
As a percentage of total expenses (%) 0.51 0.28 0.56

63
 While there has been no instance in the past three Fiscals, where we experienced technology failure and the
same had an adverse impact on our business operations.

If we do not allocate and effectively manage the resources necessary to implement and sustain the proper IT
infrastructure, we could be subject to operational inefficiencies. Challenges relating to the revamping or
implementation of new IT structures can also subject us to certain errors, inefficiencies, and disruptions. Our
IT systems may also be vulnerable to a variety of interruptions due to events beyond our control, including,
but not limited to, natural disasters, terrorist attacks, telecommunications failures, computer viruses, hackers
and other security issues. Furthermore, some of our technological implementation may not result in the
expected efficiencies and benefits we anticipate, which could adversely affect our operations and financial
condition. While we have not faced any such instances in the past three Fiscals, we cannot assure you that
such instances will not arise in the future.

47. Failure to maintain confidential information of our clients could adversely affect our business, results of
operations, cash flows and financial condition or damage our reputation.

We are required to keep confidential certain details of our clients pursuant to the respective agreements with
such clients. In the event of any breach or alleged breach of our confidentiality arrangements with our clients,
legal proceedings may be initiated against us for breach of confidentiality obligations. Moreover, if our
clients’ confidential information is misappropriated by us or our employees, our clients may seek damages
and compensation from us. Assertions of misappropriation of confidential information or the intellectual
property of our clients against us, if successful, could have an adverse effect on our business, results of
operations, cash flows and financial condition. Even if such assertions against us are unsuccessful, they may
cause us to incur reputational harm and substantial cost. There have not been any such instances in the past
three Fiscals.

48. Our failure in maintaining our quality accreditations and certifications may negatively impact our brand
and reputation.

We have received a number of quality assurance certifications and accreditations for our centers, including
ISO and IGBC certifications such as ISO 41001:2018, ISO 45001:2018, ISO 45005: 2020, ISO 14001:2015,
and ISO 27001:2013, 27001:2022 Our failure in maintaining our quality accreditations and certifications may
negatively impact our brand and reputation. While we have not faced any instances in the past three Fiscals
where our accreditations or other certifications have been revoked or not renewed, if we are unable to renew
our accreditations or other certifications, our brand and reputation could be adversely affected. Any
significant damage to our reputation and/or brand caused by being denied such accreditations and
certifications could have an adverse effect on our ability to attract new and repeat clients and, as a result,
adversely affect our business, financial condition, results of operations or prospects.

49. One of our Promoter Group companies, Innoprop Spaces Private Limited, is involved in the similar line
of business as that of our Company.

One of our Promoter Group companies, Innoprop Spaces Private Limited is involved in a similar line of
business and our directors Rishi Das, Meghna Agarwal and Anshuman Das are also directors on board of
Innoprop Spaces Private Limited. Accordingly, there may be a potential conflict of interest with our business.
If any matter arises that we determine in our good faith judgment constitutes an actual conflict of interest, we
cannot assure you that such conflict of interest may be resolved in our best interest. While we have adopted
necessary procedures and practices as permitted by law to address any instances of conflict of interest, if and
when they may arise, we cannot assure you that these or other conflicts of interest will be resolved in an
impartial manner.

As a mitigation measure to minimize the conflict of interest, pursuant to one of the protective covenants being
the business exclusivity clause of the shareholders agreement dated April 18, 2018, it is agreed that the
Promoters, who are also the Directors of our Company, shall ensure that all opportunities for new projects
and businesses in relation to the existing business of our Company that are developed or sourced by, or offered
to, the Promoters, shall be referred exclusively to our Company. Further, to minimize the conflict of interest,
our Company has approved the policy on code of conduct for the board of directors (including independent

64
 directors) and senior management personnel on December 18, 2024, which shall come into force from the
date of listing of securities of our Company on recognised stock exchanges.

50. Some of our Promoters and Directors also serve on the boards of other companies and as key managerial
personnel of other companies, which may adversely affect their commitment and attention required for our
business and operations.

Some of our Promoters and Directors also serve on the boards of other companies and as key managerial
personnel of other companies. For details, see “Our Management” on page 305. This may divert their time,
commitment and attention required for our business and operations. We cannot assure you that our Promoters
and Directors will be able to provide adequate time and attention to our operations in the future, occurrence
of which may have an adverse effect on our business, results of operations, and financial condition.

51. Our Promoters have provided guarantees in connection with our borrowings. Our business, results of
operations, cash flows and financial condition may be adversely affected by the revocation of all or any of
the guarantees provided by them in connection with our borrowings.

Our Promoters, Rishi Das, Meghna Agarwal and Anshuman Das, have provided guarantees jointly and
severally for our borrowings, amounting to ₹2,877.64 million as of May 31, 2025. If any of these guarantees
are revoked, our lenders may require alternative guarantees or cancel such loans or facilities, entailing
repayment of amounts outstanding under such facilities. If we are unable to procure alternative guarantees
satisfactory to our lenders, we may need to seek alternative sources of capital, which may not be available to
us at commercially reasonable terms or at all, or to agree to more onerous terms under our financing
agreements, which may limit our operational flexibility. Accordingly, our business, results of operations, cash
flows and financial condition may be adversely affected by the revocation of all or any of the guarantees
provided by them in connection with our borrowings.

52. We have in the past entered into related party transactions and may continue to do so in the future.

We have entered into transactions with related parties in the past, including reimbursements being paid to our
Promoters, among others, and we may continue to enter into related party transactions in the future. All such
transactions have been conducted on an arm’s length basis, in accordance with the Companies Act and other
applicable regulations pertaining to the evaluation and approval of such transactions and all related party
transactions that we may enter into post-listing, will be subject to Board or Shareholder approval, as necessary
under the Companies Act, the SEBI Listing Regulations and other application laws. It is likely that we may
enter into additional related party transactions in the future. Such future related party transactions may
potentially involve conflicts of interest. The table below sets forth details of absolute sum of all related party
transactions and the percentage of such related party transactions to our revenue from operations in the years
indicated:

Fiscal 2025 Fiscal 2024 Fiscal 2023

Particulars
(₹ million, except percentages)
Absolute sum of all Related Party Transactions 584.76 561.43 2,100.46
Revenue from operations 10,592.86 8,305.73 5,797.38
Absolute sum of all Related Party Transactions as a Percentage 5.52
of Revenue from Operations (%) 6.76 36.23

For further information on our related party transactions, see “Summary of the Offer Document – Summary
of Related Party Transactions” on page 31.

53. We have issued Equity Shares during the preceding 12 months at prices that may be lower than the Offer
Price.

We have, in the 12 months preceding the filing of this Red Herring Prospectus, issued Equity Shares at prices
that may be lower than the Offer Price. See “Capital Structure – Notes to Capital Structure” on page 99. The
price at which our Company has issued the Equity Shares in the past is not indicative of the price at which
they will be issued or traded.

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54. Any downgrade in our credit ratings could increase our finance costs and adversely affect our business,
results of operations, financial condition and cash flows.

The cost and availability of capital depends in part on our short-term and long-term credit ratings. Credit
ratings reflect the opinions of rating agencies on our financial strength, operating performance, strategic
position and ability to meet our obligations. We have not faced any downgrading of our credit ratings during
last three Fiscals. Any downgrade in our credit ratings could weaken our relationships and negotiating power
with our lenders, increase the average cost of borrowing, and cause our lenders to impose additional terms
and conditions or charge higher premiums in respect of any financing or refinancing arrangements that we
enter into in the future. As of the date of this Red Herring Prospectus, we have credit ratings as per the
following table:

Instrument Rating Agency Rating Date

Total Bank Loan Facilities CRISIL CRISIL A/Stable March 22, 2023
Total Bank Loan Facilities CRISIL CRISIL A/Positive November 9, 2023
Total Bank Loan Facilities CRISIL CRISIL A+/Stable September 9, 2024

Any downgrade in our credit ratings could increase borrowing costs and adversely affect our business, results
of operations, financial condition and cash flows.

55. Our Promoters, Directors and key management personnel may have interests other than reimbursement
of expenses incurred and normal remuneration or benefits.

Our Promoters, Directors and key management personnel may be interested in our Company to the extent
of the Equity Shares and/or employee stock options held by them in our Company, and any dividends,
bonuses or other distributions on such Equity Shares. For further details on our shareholding, see “ Capital
Structure” on page 97 and “Our Management – Interest of Directors” on page 313.

56. Our Promoters and members of our Promoter Group will continue to hold a significant equity stake in our
Company after the Issue and their interests may differ from those of the other shareholders.

After the completion of the Issue, our Promoters along with the members of Promoter Group will continue to
collectively hold majority of the shareholding in our Company and will continue to exercise significant
influence over our business policies and affairs and all matters requiring Shareholders’ approval. This
concentration of ownership also may 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 these stockholders. The
interests of the Promoters as our controlling shareholders could conflict with our interests or the interests of
our other shareholders. We cannot assure you that the Promoters will act to resolve any conflicts of interest
in our favour and any such conflict may adversely affect our ability to execute our business strategy or to
operate our business. For further information in relation to the interests of our Promoters, please see “Our
Promoters and Promoter Group” and “Our Management” on pages 334 and 305, respectively.

57. Certain sections of this Red Herring Prospectus disclose information from the CBRE Report which is a
paid report and commissioned and paid for by us exclusively in connection with the Issue and any reliance
on such information for making an investment decision in the Issue is subject to inherent risks.

We have availed the services of an independent third-party research agency, CBRE, appointed by us pursuant
to an engagement letter dated November 22, 2024, to prepare an industry report titled “Industry Report on
Flexible Workspaces Segment In India” dated June 2025, for the purposes of inclusion of such information
in this Red Herring Prospectus to understand the industry in which we operate. The CBRE Report has been
commissioned by our Company exclusively in connection with the Issue for a fee. The CBRE Report is
subject to various limitations and based upon certain assumptions that are subjective in nature. Further the
commissioned report is not a recommendation to invest or divest in our Company. Prospective investors are
advised not to unduly rely on the commissioned report or extracts thereof as included in this Red Herring
Prospectus, when making their investment decisions.

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58. Certain non-GAAP financial measures relating to our operations and financial performance have been
included in this Red Herring Prospectus. These non-GAAP financial measures are not measures of
operating performance or liquidity defined by Ind AS and may not be comparable.

Certain non-GAAP financial measures relating to our operations and financial performance such as net asset
value per equity share, EBITDA, net debt, debt to equity ratio, capital employed, net worth, EBITDA
(operational), EBITDA (before loss on fair value of financial liabilities), EBITDA margin (before loss on fair
value of financial liabilities), cash EBIT, return on net worth, and return on capital employed have been
included in this Red Herring Prospectus. We compute and disclose such non-GAAP financial measures as we
consider such information to be useful measures of our business and financial performance.

These Non-GAAP Measures are not a measurement of our financial performance or liquidity under Ind AS
and 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. In addition, these are not standardised terms, hence a direct comparison of these Non-GAAP
Measures between companies may not be possible. Other companies may calculate these Non-GAAP
Measures differently from us, limiting its usefulness as a comparative measure. These non-GAAP financial
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.

59. Our funding requirements and proposed deployment of the Net Proceeds of the Offer have not been
appraised by a bank or a financial institution and if there are any delays or cost overruns, our business,
cash flows, financial condition and results of operations may be adversely affected.

We intend to use the Net Proceeds of the Fresh Issue for the purposes described in “Objects of the Offer” on
page 122. The objects of the Fresh Issue and deployment of funds have not been appraised by any external
agency or any bank or financial institution or any other independent agency. While a monitoring agency will
be appointed for monitoring utilization of the Net Proceeds, the proposed utilization of Net Proceeds is based
on our current business plan, management estimates, prevailing market conditions and other commercial
considerations, which are subject to change and may not be within the control of our management. Based on
the competitive nature of our industry, we may have to revise our business plan and/ or management estimates
from time to time and consequently our funding requirements may also change. Our internal management
estimates may exceed fair market value or the value that would have been determined by third party
appraisals, which may require us to reschedule or reallocate our project and capital expenditure and may have
an adverse impact on our business, financial condition, results of operations and cash flows.

Our Company, in accordance with the policies established by the Board from time to time, will have flexibility
to deploy the Net Proceeds. Further, pending utilization of Net Proceeds towards the Objects of the Offer, our
Company will have the flexibility to deploy the Net Proceeds and to deposit the Net Proceeds temporarily in
deposits with one or more scheduled commercial banks included in Second Schedule of Reserve Bank of
India Act, 1934, as may be approved by our Board or IPO Committee. Accordingly, prospective investors in
the Offer will need to rely upon our management’s judgment with respect to the use of Net Proceeds.

60. Any variation in the utilization of the Net Proceeds as disclosed in this Red Herring Prospectus shall be
subject to certain compliance requirements, including prior approval of the shareholders of our Company.

We propose to utilize the Net Proceeds towards funding capital expenditure towards establishment of new
centers, repayment/pre-payment, in full or in part, of certain borrowings availed by our Company and general
corporate purposes. For further details of the proposed objects of the Offer, see “Objects of the Offer”
beginning on page 122. Further, we cannot determine with any certainty if we would require the Net Proceeds
to meet any other expenditure or fund any exigencies arising out of the competitive environment, business
conditions, economic conditions or other factors beyond our control. In accordance with the Companies Act,
2013 and the SEBI ICDR Regulations, we cannot undertake variation in the utilization of the Net Proceeds
as disclosed in this Red Herring Prospectus without obtaining the approval of the Shareholders through a
special resolution. In the event of any such circumstances that require us to vary the disclosed utilization of

67
 the Net Proceeds, we may not be able to obtain the approval of the Shareholders in a timely manner, or at all.
Any delay or inability in obtaining such approval of the Shareholders may adversely affect our business or
operations. Further, our Promoters would be required to provide an exit opportunity to the shareholders of
our Company who do not agree with our proposal to modify the objects of the Offer, at a price and manner
as prescribed by SEBI.

Additionally, the requirement on Promoters to provide an exit opportunity to such dissenting shareholders of
our Company may deter our Promoters or controlling shareholders from agreeing to the variation of the
proposed utilization of the Net Proceeds, even if such variation is in the interest of our Company. Further, we
cannot assure you that our Promoters will have adequate resources at their disposal at all times to enable them
to provide an exit opportunity. In light of these factors, we may not be able to vary the objects of the Offer to
use any unutilized proceeds of the Fresh Issue, if any, even if such variation is in the interest of our Company.
This may restrict our ability to respond to any change in our business or financial condition by re-deploying
the unutilized portion of Net Proceeds, if any, which may adversely affect our business, financial conditions,
cash flows and results of operations.

61. Certain of our Directors are not directors of listed companies and hence lack of such adequate experience
to address complexities associated with listed companies could have an adverse impact on our business
and operations

Certain of our Directors are not directors on the boards of listed companies and hence lack adequate
experience to address complexities associated with listed companies. We cannot assure you that lack of such
adequate experience and uncertainty regarding their ability to effectively address the specific complexities
associated with being a listed company, may not have any adverse impact on our operations as a listed
company.

62. The Offer for Sale proceeds will not be available to our Company.

The Offer includes a Fresh Issue of [●] Equity Shares by our Company aggregating to ₹ 6,500.00 million and
an Offer for Sale of [●] Equity Shares by the Promoter Selling Shareholders aggregating to ₹500.00 million.
The proceeds from the Offer for Sale will be remitted to each of the Promoter Selling Shareholders in
proportion to their respective portion of the Offered Shares and our Company will not benefit from such
proceeds.

EXTERNAL RISK FACTORS

63. The determination of the Price Band is based on various factors and assumptions and the Offer Price,
price to earnings ratio and market capitalization to revenue multiple based on the Offer Price of our
Company, may not be indicative of the market price of our Company on listing or thereafter.

Our revenue from operations for Fiscal 2025 was ₹ 10,592.86 million and loss after tax for Fiscal 2025 was
₹ (1,396.17) million, respectively. The table below provides details of our price to earnings ratio and market
capitalization to revenue from operations at the upper end of the Price Band:

Particulars Price to Earnings Ratio Market Capitalization to Revenue

Fiscal 2025 [●] [●]
*
To be populated at Prospectus stage.

The determination of the Price Band is based on various factors and assumptions and will be determined by
our Company in consultation with the BRLMs. The relevant financial parameters based on which the Price
Band will be determined shall be disclosed in the advertisement that will be issued for the publication of the
Price Band. Further, the Offer Price of the Equity Shares is proposed to be determined on the basis of
assessment of market demand for the Equity Shares offered through the book-building process prescribed
under the SEBI ICDR Regulations, and certain quantitative and qualitative factors as set out in the section
“Basis for the Offer Price” on page 140 and the Offer Price, multiples and ratios may not be indicative of the
market price of our Company on listing or thereafter.

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 Prior to the Offer, there has been no public market for our Equity Shares, and an active trading market on the
Stock Exchanges may not develop or be sustained after the Offer. Listing does not guarantee that a market
for the Equity Shares will develop, or if developed, the liquidity of such market for the Equity Shares.

The market price of the Equity Shares may be subject to significant fluctuations in response to, among other
factors, variations in our operating results, market conditions specific to the pump industry we operate in,
developments relating to India, announcements by third parties or governmental entities of significant claims
or proceedings against us, volatility in the securities markets in India and other jurisdictions, 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. As a result, 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. Further, the market price of the
Equity Shares may decline below the Offer Price. We cannot assure you that you will be able to sell your
Equity Shares at or above the Offer Price.

64. Changing laws, rules and regulations in India could lead to new compliance requirements that are
uncertain.

Our business, financial performance, cash flow and results of operations could be adversely affected by
unfavourable changes in or interpretations of existing, or the promulgation of new, laws, rules and regulations
applicable to us and our business. Our business, cash flows, results of operations and prospects may be
adversely impacted, to the extent that we are unable to suitably respond to and comply with any such changes
in applicable law and policy. The regulatory and policy environment in which we operate are evolving and
are subject to change. The GoI may implement new laws or other regulations and policies that could affect
our business in general, which could lead to new compliance requirements, including requiring us to obtain
approvals and licenses from the Government and other regulatory bodies, or impose onerous requirements.

We are subject to laws and government regulations, including in relation to safety, health, environmental
protection and labour. For instance, the GoI has recently introduced the Code on Social Security, 2020
(“Social Security Code”); the Occupational Safety, Health and Working Conditions Code, 2020; the
Industrial Relations Code, 2020 and the Code on Wages, 2019, which consolidate, subsume and replace
numerous existing central labour legislations (collectively, the “Labour Codes”). Certain portions of the
Code on Wages, 2019 and Code on Social Security, 2020, have come into force upon notification dated
December 18, 2020 and May 3, 2023, respectively, by the Ministry of Labour and Employment. The
remaining provisions of these codes shall become effective as and when notified by the Government of India.
While the rules for implementation under these codes have not been notified, we are yet to determine the
impact of all or some such laws on our business and operations which may restrict our ability to grow our
business in the future and increase our expenses. For instance, under the Social Security Code, a new concept
of deemed remuneration has been introduced, such that where an employee receives more than half (or such
other percentage as may be notified by the Central Government) of their total remuneration in the form of
allowances and other amounts that are not included within the definition of wages under the Social Security
Code, the excess amount received shall be deemed as remuneration and accordingly be added to wages for
the purposes of the Social Security Code and the compulsory contribution to be made towards the employees’
provident fund.

Additionally, the Government of India announced the Union Budget for the Fiscal 2026 on February 1, 2025.
Following this, the Finance Bill 2025 was enacted by the Parliament of India and received the President’s
assent on March 29, 2025, becoming the Finance Act, 2025, effective April 1, 2025. Further, a bill was
introduced in the Lok Sabha on February 13, 2025 to consolidate and amend the laws relating to income-tax,
via the Income-tax Act, 2025. There is no certainty on the impact of the tax laws or other regulations, which
may adversely affect our business, financial condition, results of operations and cash flows or on the industry
in which we operate. We are yet to determine the impact of all or some such laws on our business and
operations, which may restrict our ability to grow our business in the future.

The Digital Personal Data Protection Act, 2023 (“DPDP Act”) which has received the assent of the President
on August 11, 2023, provides for personal data protection and privacy of individuals, regulates cross border
data transfer, and provides several exemptions for personal data processing by the Government. It also
provides for the establishment of a Data Protection Board of India for taking remedial actions and imposing
penalties for breach of the provisions of the DPDP Act. It imposes restrictions and obligations on data

69
 fiduciaries, resulting from dealing with personal data and further, provides for levy of penalties for breach of
obligations prescribed under the DPDP Act.

Further, on July 1, 2024, the Government implemented The Bharatiya Nyaya Sanhita, 2023, Bharatiya Nagrik
Suraksha Sanhita, 2023 and Bhartiya Sakshya Adhiniyam, 2023, which have replaced the Indian Penal Code,
1860, Code of Criminal Procedure, 1973 and the Indian Evidence Act, 1872, respectively.

Uncertainty in the applicability, interpretation or implementation of any amendment to, or change in,
governing law, regulation or policy in the jurisdictions in which we operate, 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. 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, cash flows, financial condition and prospects.
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 financial conditions, cash flows and results of operations.

65. Natural or man-made disasters, fires, epidemics, pandemics, acts of war, terrorist attacks, civil unrest and
other events could materially and adversely affect our business.

Natural disasters (such as typhoons, flooding and earthquakes), epidemics, pandemics and man-made
disasters, including acts of war, terrorist attacks and other events such as political instability, including strikes,
demonstrations, protests, marches or other types of civil disorder, many of which are beyond our control, may
lead to economic instability, including in India or globally, which may in turn adversely affect our business,
financial condition, cash flows and results of operations. Our operations may be adversely affected by fires,
natural disasters and/or severe weather, which can result in damage to our property or inventory and generally
reduce our productivity and may require us to evacuate personnel and suspend operations. 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 COVID-19. As a result,
any future outbreak of a contagious disease could have an adverse effect on our business and the trading price
of the Equity Shares.

66. A downgrade in ratings of India and other jurisdictions we operate in may affect the trading price of the
Equity Shares.

Our borrowing costs and our access to the debt capital markets depend significantly on the credit ratings of
India. Any further adverse revisions to credit ratings for India and other jurisdictions we operate in by
international rating agencies may adversely impact our ability to raise additional financing. This could have
an adverse effect on our ability to fund our growth on favorable terms and consequently adversely affect our
business and financial performance and the price of the Equity Shares.

67. We may be affected by competition laws in India, the adverse application or interpretation of which could
adversely affect our business.

The Competition Act, 2002, of India, as amended (“Competition Act”), regulates practices having an
appreciable adverse effect on competition in the relevant market in India (“AAEC”). Under the Competition
Act, any formal or informal arrangement, understanding or action in concert, which causes or is likely to

70
 cause an AAEC is considered void and may result in the imposition of substantial penalties. Further, any
agreement among competitors which directly or indirectly involves the determination of purchase or sale
prices, limits or controls production, supply, markets, technical development, investment or the provision of
services or shares the market or source of production or provision of services in any manner, including by
way of allocation of geographical area or number of consumers in the relevant market or directly or indirectly
results in bid-rigging or collusive bidding is presumed to have an AAEC and is considered void. The
Competition Act also prohibits abuse of a dominant position by any enterprise. If it is proved that the
contravention committed by a company took place with the consent or connivance or is attributable to any
neglect on the part of, any director, manager, secretary or other officer of such company, that person shall be
also guilty of the contravention and may be punished.

Further, the CCI has extra-territorial powers and can investigate any agreements, abusive conduct or
combination occurring outside India if such agreement, conduct or combination has an AAEC 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. In the event we pursue an acquisition in the future, we may be
affected, directly or indirectly, by the application or interpretation of any provision of the Competition Act,
or any enforcement proceedings initiated by the CCI, or any adverse publicity that may be generated due to
scrutiny or prosecution by the CCI or if any prohibition or substantial penalties are levied under the
Competition Act, it would adversely affect our business, results of operations, cash flows and prospects. The
manner in which the Competition Act and the CCI affect the business environment in India may also
adversely affect our business, financial condition, cash flows and results of operations.

On April 11, 2023, the Competition (Amendment) Bill 2023 received the assent of the President of India to
become the Competition (Amendment) Act, 2023 (the “Competition Amendment Act”), amending the
Competition Act. The Competition Amendment Act amends the Competition Act and give the CCI additional
powers to prevent practices that harm competition and the interests of consumers. The Competition
Amendment Act, inter alia, modifies the scope of certain factors used to determine AAEC, reduces the overall
time limit for the assessment of combinations by the CCI from 210 days to 150 days and empowers the CCI
to impose penalties based on the global turnover of entities, for anti-competitive agreements and abuse of
dominant position. Subsequently, the Competition Commission of India (Combinations) Regulations, 2024
was introduced by the CCI with effect from September 10, 2024, providing for a more stringent legal
framework for regulating mergers and acquisitions, with a specific focus on major transactions in the digital
domain.

68. Financial and political instability in other countries may cause increased volatility in Indian financial
markets.

The Indian market and the Indian economy are influenced by economic and market conditions in other
countries, including conditions in the United States of America, Europe and certain emerging economies in
Asia. In particular, the ongoing military conflicts between Russia and Ukraine could result in increased
volatility in, or damage to, the worldwide financial markets and economy. Increased economic volatility and
trade restrictions could result in increased volatility in the markets for certain securities and commodities and
may cause inflation. Any worldwide financial instability including possibility of default in the US debt market
may cause increased volatility in the Indian financial markets and, directly or indirectly, adversely affect the
Indian economy and financial sector and us. Although economic conditions are different in each country,
investors’ reactions to developments in one country can have adverse effects on the securities of companies
in other countries, including India. A loss of investor confidence in the financial systems of other emerging
markets may cause increased volatility in Indian financial markets and, indirectly, in the Indian economy in
general. Concerns related to a trade war between large economies may lead to increased risk aversion and
volatility in global capital markets and consequently have an impact on the Indian economy.

In addition, China is one of India’s major trading partners and there are rising concerns of a possible
slowdown in the Chinese economy as well as a strained relationship with India, which could have an adverse
impact on the trade relations between the two countries. In response to such developments, legislators and
financial regulators in the United States and other jurisdictions, including India, implemented a number of
policy measures designed to add stability to the financial markets. However, the overall long-term effect of
these and other legislative and regulatory efforts on the global financial markets is uncertain, and they may
not have the intended stabilising effects.

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69. The Indian tax regime has undergone substantial changes which could adversely affect our business and
the trading price of the Equity Shares.

Any change in Indian tax laws could have an effect on our operations. The Government of India has
implemented two major reforms in Indian tax laws, namely the Goods and Services Tax (“GST”), and
provisions relating to general anti-avoidance rules (“GAAR”). The indirect tax regime in India has undergone
a complete overhaul. The indirect taxes on goods and services, such as central excise duty, service tax, central
sales tax, state value added tax, surcharge and excise have been replaced by GST with effect from July 1,
2017. The GST regime continues to be subject to amendments and its interpretation by the relevant regulatory
authorities is constantly evolving. GAAR became effective from April 1, 2017. The tax consequences of the
GAAR provisions being applied to an arrangement may result in, among others, a denial of tax benefit to us
and our business. In the absence of any substantial precedents on the subject, the application of these
provisions is subjective. If the GAAR provisions are made applicable to us, it may have an adverse tax impact
on us. Further, if the tax costs associated with certain of our transactions are greater than anticipated because
of a particular tax risk materializing on account of new tax regulations and policies, it could affect our
profitability from such transactions.

Earlier, distribution of dividends by a domestic company was subject to Dividend Distribution Tax (“DDT”),
in the hands of the company at an effective rate of 20.56% (inclusive of applicable surcharge and cess). Such
dividends were generally exempt from tax in the hands of the shareholders. However, the GoI has amended
the Income-tax Act, 1961 (“IT Act”) to abolish the DDT regime. Accordingly, any dividend distribution by
a domestic company is subject to tax in the hands of the investor at the applicable rate. Additionally, we are
required to withhold tax on such dividends distributed at the applicable rate.

The Government of India announced the union budget for Fiscal 2025, following which the Finance Bill,
2024 (“Finance Bill”) was introduced in the Lok Sabha on February 1, 2024. Subsequently, the Finance Bill
received the assent from the President of India and became the Finance Act, 2024, with effect from April 1,
2024 (“Finance Act”), which has introduced various amendments to taxation laws in India. These include
changes such as rationalization of tax on capital gains for listed securities and other capital assets, and changes
to the tax rates for long term and short-term capital gains for both residents and non-residents, among others.
Investors are advised to consult their own tax advisors and to carefully consider the potential tax consequences
of owning, investing or trading in the Equity Shares. There is no certainty on the impact that the Finance Act
may have on our business and operations or on the industry in which we operate. 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 affect the viability of our current business or
restrict our ability to grow our business in the future.

We cannot predict whether any new tax laws or regulations impacting our services will be enacted, what the
nature and impact of the specific terms of any such laws or regulations will be or whether if at all, any laws
or regulations would have an adverse effect on our business. Further, any adverse order passed by the
appellate authorities/ tribunals/ courts would have an effect on our profitability. In addition, we are subject to
tax related inquiries and claims.

70. Significant differences exist between Ind AS and other accounting principles, such as U.S. GAAP and
IFRS, which investors may be more familiar with and may consider material to their assessment of our
financial condition.

Our Restated Financial Information included in this Red Herring Prospectus is prepared and presented in
accordance with Ind AS and restated in accordance with requirements of the Companies Act, SEBI ICDR
Regulations and the Guidance Note on “Reports in Company Prospectuses (Revised 2019)” issued by ICAI.
We have not attempted to quantify the impact of U.S. GAAP, IFRS or any other system of accounting
principles on the financial data included in this Red Herring Prospectus, nor do we provide a reconciliation
of our financial statements to those of U.S. GAAP, IFRS or any other accounting principles. 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. If our financial statements were to be prepared in accordance
with such other accounting principles, our results of operations, cash flows and financial position may be
substantially different. Prospective investors should review the accounting policies applied in the preparation
of our financial statements, and consult their own professional advisers for an understanding of the differences

72
 between these accounting principles and those with which they may be more familiar. Any reliance by persons
not familiar with Indian accounting practices on the financial disclosures presented in this Red Herring
Prospectus should be limited accordingly.

71. 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 Stock Exchanges in order to enhance market integrity and safeguard interest of investors, have been
introducing various enhanced pre-emptive surveillance measures such as reduction in price band, periodic
call auction and transfer of securities to trade for trade segment from time to time. The main objective of
these measures is to alert and advice investors to be extra cautious while dealing in these securities and advice
market participants to carry out necessary due diligence while dealing in these securities. Accordingly, SEBI
and Stock Exchanges have provided for (a) GSM on securities where such trading price of such securities
does not commensurate with financial health and fundamentals such as earnings, book value, fixed assets,
net-worth, price per equity multiple and market capitalization; and (b) ASM on securities with surveillance
concerns based on objective parameters such as price and volume variation and volatility.

On listing, we may be subject to general market conditions which may include significant price and volume
fluctuations. The price of our Equity Shares may also fluctuate after the Offer due to several factors such as
volatility in the Indian and global securities market, our profitability and performance, performance of our
competitors, changes in the estimates of our performance or any other political or economic factor. The
occurrence of any of the abovementioned factors may trigger the parameters identified by SEBI and the Stock
Exchanges for placing securities under the GSM or ASM framework such as net worth and net fixed assets
of securities, high low variation in securities, client concentration and close to close price variation.

In the event our Equity Shares are covered under such pre-emptive surveillance measures implemented by
SEBI and the Stock Exchanges, we may be subject to certain additional restrictions in relation to trading of
our Equity Shares such as limiting trading frequency (for example, trading either allowed once in a week or
a month) or freezing of price on upper side of trading which may have an adverse effect on the market price
of our Equity Shares or may in general cause disruptions in the development of an active market for and
trading of our Equity Shares.

72. Our Company may not be able to pay dividends in the future. Our ability to pay dividends in the future will
depend upon our future earnings, financial condition, profit after tax available for distribution, cash flows,
working capital requirements and capital expenditure and the terms of our financing arrangements.

Any dividends to be declared and paid in the future are required to be recommended by our Company’s Board
of Directors and approved by its Shareholders, at their discretion, subject to the provisions of the Articles of
Association and applicable law, including the Companies Act. Our Company’s ability to pay dividends in the
future will depend upon our future results of operations, financial condition, profit after tax available for
distribution, cash flows, sufficient profitability, working capital requirements and capital expenditure
requirements. 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
generate sufficient revenues to cover our operating expenses and, as such, pay dividends to our Company’s
shareholders in future consistent with our past practices, or at all. We have not declared any dividends on the
shares during the past three Fiscals and from April 1, 2025, until the date of this Red Herring Prospectus. For
information pertaining to dividend policy, see “Dividend Policy” on page 339.

73. The Equity Shares have never been publicly traded and the Offer may not result in an active or liquid
market for the Equity Shares. Further, the price of the Equity Shares may be volatile, and the investors
may be unable to resell the Equity Shares at or above the Offer Price, or at all.

Prior to the Offer, there has been no public market for the Equity Shares, and an active trading market on the
stock exchanges may not develop or be sustained after the Offer. Listing and quotation does not guarantee
that a market for the Equity Shares will develop, or if developed, the liquidity of such market for the Equity
Shares. Our Equity Shares are expected to trade on NSE and BSE after the Offer, but there can be no assurance

73
 that active trading in our Equity Shares will develop after the Offer, or if such trading develops that it will
continue. Investors may not be able to sell our Equity Shares at the quoted price if there is no active trading
in our Equity Shares. There has been significant volatility in the Indian stock markets in the recent past, and
the trading price of our Equity Shares after the Offer could fluctuate significantly as a result of market
volatility or due to various internal or external risks, including but not limited to those described in this Red
Herring Prospectus. The market price of our Equity Shares may be influenced by many factors, some of which
are beyond our control, including, among others:

• the failure of security analysts to cover the Equity Shares after the Offer, or changes in the estimates of
our performance by analysts;

• the activities of competitors and suppliers;

• future sales of the Equity Shares by us or our Shareholders;

• investor perception of us and the industry in which we operate;

• changes in accounting standards, policies, guidance, interpretations of principles;

• our quarterly or annual earnings or those of our competitors;

• developments affecting fiscal, industrial or environmental regulations; and

• the public’s reaction to our press releases and adverse media reports.

A decrease in the market price of our Equity Shares could cause you to lose some or all of your investment.

74. Investors may be subject to Indian taxes arising out of income arising on the 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. A securities transaction tax (“STT”) is levied on
equity shares sold on an Indian stock exchange. Any capital gains exceeding ₹100,000, realized on the sale
of listed equity shares on a recognised stock exchange, held for more than 12 months may be subject to long-
term capital gains tax in India at the rate of 10% (plus applicable surcharge and cess). This beneficial provision
is, inter alia, subject to payment of STT. Further any capital gains realised on the sale of listed equity shares
of an Indian company, held for more than 12 months, which are sold using any platform other than a
recognized stock exchange and on which no STT has been paid, will be subject to long term capital gains tax
in India at the rate of 10% (plus applicable surcharge and cess), without indexation benefits.

Further, any gain realized on the sale of our Equity Shares held for a period of 12 months or less immediately
preceding the date of transfer, will be subject to short-term capital gains tax in India at the rate of 15% (plus
applicable surcharge and cess), subject to STT being paid at the time of sale of such shares. Otherwise, such
gains will be taxed at the applicable rates.

More recently, the Government of India announced the Union Budget for Fiscal 2025 (“Budget”), pursuant
to which the Finance Bill 2024, which has been introduced in the Lok Sabha, has proposed various
amendments. According to the Finance Bill 2024, inter alia, capital gains arising from transfer of long-term
capital assets and short-term capital assets on or after July 23, 2024 would be taxed at the rate of 12.5% and
20%, respectively. The Finance Bill was enacted into law after having received presidential assent on August
16, 2024.

Capital gains arising from the sale of the Equity Shares will not be chargeable to tax in India in cases where
relief from such taxation in India is provided under a treaty between India and the country of which the seller

74
 is resident read with the Multilateral Instrument, if and to the extent applicable, and the seller is entitled to
avail benefits thereunder. Generally, Indian tax treaties do not limit India’s ability to impose tax on capital
gains. As a result, residents of other countries may be liable for tax in India as well as in their own jurisdiction
on a gain realised upon the sale of the Equity Shares. We 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.

75. Investors will not be able to sell immediately on an Indian stock exchange any of the Equity Shares they
purchase in the Offer.

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
with the Equity Shares within one working day of the date on which the Basis of Allotment is approved by
the Stock Exchanges. The Allotment and transfer 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 the listing of the Equity Shares on the Stock Exchanges. Any failure
or delay in obtaining the approval or otherwise any delay in commencing 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.

76. Any future issuance of Equity Shares, or convertible securities or other equity linked instruments by us
may dilute your shareholding and sale of Equity Shares by shareholders with significant shareholding
may adversely affect the trading price of the Equity Shares.

We may be required to finance our growth through future equity offerings. Any future equity issuances by
us, including a primary offering of Equity Shares, convertible securities or securities linked to Equity Shares
including through exercise of employee stock options, may lead to the dilution of investors’ shareholdings in
our Company. Any future equity issuances by us or sales of our Equity Shares by our shareholders may
adversely affect the trading price of the Equity Shares, which may lead to other adverse consequences
including difficulty in raising capital through offering of our Equity Shares or incurring additional debt. Any
disposal of Equity Shares by our major 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 adversely affect the trading price of the Equity Shares, which may lead to other adverse consequences
including difficulty in raising capital through offering of the Equity Shares or incurring additional debt. There
can be no assurance that we will not issue Equity Shares, convertible securities or securities linked to Equity
Shares or that our Shareholders will not dispose of, pledge or encumber their Equity Shares in the future. Any
future issuances could also dilute the value of your investment in the Equity Shares. In addition, any
perception by investors that such issuances or sales might occur may also affect the market price of our Equity
Shares.

77. 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 certain restrictions), if they comply with the pricing guidelines and
reporting requirements specified by the RBI. If the transfer of shares, which are sought to be transferred, is
not in compliance with such pricing guidelines or reporting requirements or falls under any of the exceptions
referred to above, then a prior approval of the RBI will be 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. As provided in the foreign exchange controls currently in effect in India, the RBI has provided
that the price at which the Equity Shares are transferred be calculated in accordance with internationally
accepted pricing methodology for the valuation of shares at an arm’s length basis, and a higher (or lower, as

75
 applicable) price per share may not be permitted. We cannot assure investors that any required approval from
the RBI or any other Indian government agency can be obtained on any particular terms, or at all. Further,
due to possible delays in obtaining requisite approvals, investors in the Equity Shares may be prevented from
realizing gains during periods of price increase or limiting losses during periods of price decline.

The Equity Shares will be quoted in Indian Rupees on the Stock Exchanges. Any dividends in respect of the
Equity Shares will be paid in Indian Rupees and subsequently converted into appropriate foreign currency
for repatriation. 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.

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 Non-debt Rules, all investments under the
foreign direct investment route by entities of a country or where the beneficial owner of the Equity Shares is
situated in or is a citizen of any such country, can only be made through the Government approval route, as
prescribed in the Consolidated FDI Policy dated October 15, 2020 and the FEMA Rules. While the term
“beneficial owner” is defined under the Prevention of Money-Laundering (Maintenance of Records) Rules,
2005 and the General Financial Rules, 2017, neither the foreign direct investment policy nor the FEMA Rules
provide a definition of the term “beneficial owner”. The interpretation of “beneficial owner” and enforcement
of this regulatory change involves certain uncertainties, which may have an adverse effect on our ability to
raise foreign capital. Further, there is uncertainty regarding the timeline within which the said approval from
the GoI may be obtained, if at all.

We cannot assure investors that any required approval from the RBI or any other governmental agency can
be obtained on any particular terms or at all. For further information, see “Restrictions on Foreign Ownership
of Indian Securities” on page 507.

78. QIBs and Non-Institutional Bidders are not permitted to withdraw or lower their Bids (in terms of quantity
of Equity Shares or the Bid Amount) at any stage after the submission of their Bid, and Retail Individual
Bidders are not permitted to withdraw their Bids after closure of the Bid/ Offer Closing Date.

Pursuant to the SEBI ICDR Regulations, QIBs and Non-Institutional Bidders 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. Retail Individual Bidders can revise
their Bids during the Bid/ Offer Period and withdraw their Bids until the Bid/ Offer Closing Date. While we
are 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,
within three Working Days from the Bid/ Offer Closing Date or such other period as may be prescribed by
the SEBI, events affecting the investors’ 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 operations, cash flows or financial condition may arise between the date of submission of the Bid and
Allotment.

Retail Individual Bidders 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 three Working Days from the Bid /
Offer Closing Date, events affecting the Bidders’ decision to invest in the Equity Shares, including material
adverse changes in international or national monetary policy, financial, political or economic conditions, our
business, results of operations, cash flows or financial condition may arise between the date of submission of
the Bid and Allotment. We may complete the Allotment of the Equity Shares even if such events occur, and
such events may limit the Investors’ ability to sell the Equity Shares Allotted pursuant to the Offer or cause
the trading price of the Equity Shares to decline on listing.

79. Investors may be restricted in their ability to exercise pre-emptive rights under Indian law and thereby may
suffer future dilution of their ownership position.

Under the Companies Act, a company having share capital and incorporated in India must offer its holders of
equity shares pre-emptive rights to subscribe and pay for a proportionate number of shares to maintain their

76
 existing ownership percentages before the issuance of any new equity shares, unless the pre-emptive rights
have been waived by adoption of a special resolution by holders of three-fourths of the equity shares voting
on such resolution.

However, if the law of the jurisdiction the investors are in, does not permit them to exercise their pre-emptive
rights without our Company filing an offering document or registration statement with the applicable
authority in such jurisdiction, the investors will be unable to exercise their pre-emptive rights unless our
Company makes such a filing. If we elect not to file a registration statement, the new securities may be issued
to a custodian, who may sell the securities for the investor’s benefit. The value such custodian receives on
the sale of such securities and the related transaction costs cannot be predicted. In addition, to the extent that
the investors are unable to exercise pre-emptive rights granted in respect of the Equity Shares held by them,
their proportional interest in our Company would be reduced.

80. Rights of shareholders of companies under Indian law 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 challenges in asserting their rights as shareholder of our Company than
as a shareholder of an entity in another jurisdiction.

81. The requirements of being a publicly listed company may strain our resources.

We are not a publicly listed company and have not, historically, been subjected to the increased scrutiny of
our affairs by shareholders, regulators and the public at large that is associated with being a listed company.
As a listed company, we will incur significant legal, accounting, corporate governance and other expenses
that we did not incur as an unlisted company. We will be subject to the SEBI Listing Regulations, which will,
among other things, require us to file audited annual and unaudited quarterly reports with respect to our
business and financial condition. If we experience any delays, we may fail to satisfy our reporting obligations
and/or we may not be able to readily determine and accordingly report any changes in our results of operations
as promptly as other listed companies. Further, as a publicly listed company, we will need to maintain and
improve the effectiveness of our disclosure controls and procedures and internal control over financial
reporting, including keeping adequate records of daily transactions. In order to maintain and improve the
effectiveness of our disclosure controls and procedures and internal control over financial reporting,
significant resources and management attention will be required. As a result, our management’s attention
may be diverted from our business concerns, which may adversely affect our business, prospects, results of
operations, cash flows and financial condition. In addition, we may need to hire additional legal and
accounting staff with appropriate experience and technical accounting knowledge, but we cannot assure you
that we will be able to do so in a timely and efficient manner.

82. 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.

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 SECTION III: INTRODUCTION

THE OFFER

The following table summarises the details of the Offer:

Equity Shares offered

Offer of equity shares of face value ₹1 each (1) Up to [●] equity shares of face value ₹1 each, aggregating up
to ₹7,000.00 million
of which:
Fresh Issue(1)(4) Up to [●] equity shares of face value ₹1 each, aggregating up
to ₹6,500.00 million
Offer for Sale(2) Up to [●] equity shares of face value ₹1 each, aggregating up
to ₹500.00 million
Including
Employee Reservation Portion(7)(8) Up to [●] equity shares of face value ₹1 each, aggregating up
to ₹15.00 million
Accordingly,
The Net Offer Up to [●] equity shares of face value ₹1 each, aggregating up
to ₹[●] million
The Net Offer comprises of:
A) QIB Portion(3)(4)(6) Not less than [●] equity shares of face value ₹1 each,
aggregating up to ₹[●] million
of which:
a. Anchor Investor Portion Up to [●] equity shares of face value ₹1 each
b. Net QIB Portion (assuming Anchor Investor Up to [●] equity shares of face value ₹1 each
Portion is fully subscribed)
of which:
(a) Mutual Fund Portion (5% of the Net QIB Up to [●] equity shares of face value ₹1 each
Portion) (5)
(b) Balance for all QIBs including Mutual Funds Up to [●] equity shares of face value ₹1 each
B) Non-Institutional Portion(4)(6) Not more than [●] equity shares of face value ₹1 each,
aggregating up to ₹[●] million
of which:
One-third of the Non-Institutional Portion available for Up to [●] equity shares of face value ₹1 each
allocation to Bidders with an application size of more than
₹0.20 million and up to ₹1.00 million
Two-third of the Non-Institutional Portion available for Up to [●] equity shares of face value ₹1 each
allocation to Bidders with an application size of more than
₹1.00 million
C) Retail Portion(4)(6) Not more than [●] equity shares of face value ₹1 each,
aggregating up to ₹[●] million

Pre and post Offer Equity Shares

Equity Shares outstanding prior to the Offer (as at the date 130,183,612 equity shares of face value ₹1 each
of this Red Herring Prospectus) (prior to conversion of the
CCPS)
Equity Shares outstanding after conversion of CCPS ^ 182,578,871(1) equity shares of face value ₹1 each
Equity Shares outstanding after the Offer [●] equity shares of face value ₹1 each

Utilisation of Net Proceeds See “Objects of the Offer” on page 122 for information about
the use of proceeds from the Fresh Issue. Our Company will not
receive any proceeds from the Offer for Sale

Notes:

^As on the date of the red herring prospectus, Series A CCPS of face value of ₹ 1 each and Series B CCPS of face value of ₹ 1 each will be
converted to equity shares of face value of ₹ 1 each in the ratios of 1:0.68 and 1:1, respectively. For further details, refer to “Capital Structure
– Terms of Conversion of Preference Shares”.
(1)
60,761,232 Series A CCPS have been converted to 41,467,436 Equity Shares and 10,927,823 Series B CCPS have been converted to
10,927,823 Equity Shares.
(2)
The Offer has been authorised by a resolution passed by our Board of Directors in their meeting held on December 18, 2024 which
was superseded by another resolution of our Board dated December 18, 2024. Our Shareholders authorised the Fresh Issue vide a
special resolution passed in their EGM held on December 18, 2024 which was superseded by a special resolution in their EGM held

78
 on December 23, 2024. The revised Offer has been taken on record through a resolution passed by our Board of Directors in their
meeting held on June 24, 2025.
(3)
Each of the Promoter Selling Shareholders, severally and not jointly, confirms that their respective portion of the Offered Shares are
eligible for being offered for sale in terms of Regulation 8 of the SEBI ICDR Regulations. Each of the Promoter Selling Shareholders
severally and not jointly, has consented to participate in the Offer for Sale to the extent of their respective portion of the Offered Shares.
The details of their respective Offered Shares are as follows:

Sr. Name of the Promoter Selling Date of the consent letter to participate
Offered Shares
No. Shareholder in the Offer for Sale
1. Rishi Das Up to [●] equity shares of face value ₹ 1 June 19, 2025 and December 18, 2024
each aggregating to ₹ 250.00 million
2. Meghna Agarwal Up to [●] equity shares of face value ₹ 1 June 19, 2025 and December 18, 2024
each aggregating to ₹ 250.00 million

Our Board of Directors have taken on record the consents for participation in the Offer for Sale by each of the Promoter Selling
Shareholders pursuant to its resolution dated December 18, 2024 and subsequently our Board of Directors have taken on record the
revised consents for participation in the Offer for Sale by each of the Promoter Selling Shareholders pursuant to its resolution dated
June 24, 2025. For further details, see “The Offer” and “Other Regulatory and Statutory Disclosures” on pages 78 and 455,
respectively.

(4)
Our Company may, in consultation with the Book Running Lead Managers, allocate up to 60% of the QIB Portion to Anchor Investors
on a discretionary basis in accordance with the SEBI ICDR Regulations. One-third of the Anchor Investor Portion shall be reserved
for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation
Price. In the event of under-subscription in the Anchor Investor Portion, the remaining Equity Shares shall be added to the QIB Portion.
5% of the QIB Portion (excluding the Anchor Investor Portion) shall be available for allocation on a proportionate basis to Mutual
Funds only, and the remainder of the QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders (other
than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above the Offer Price. However, if 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 QIB Portion and allocated proportionately to the QIB Bidders (other than Anchor Investors) in
proportion to their Bids. For further details, see “Offer Procedure” on page 484.

(5)
Subject to valid Bids being received at or above the Offer Price, undersubscription in any portion except the QIB Portion, would be
allowed to be met with spill over from any other category, or combination of categories, as applicable, at the discretion of our Company,
in consultation with the BRLMs and the Designated Stock Exchange, subject to applicable law. In the event of under-subscription in
the Offer, subject to receiving minimum subscription for 90% of the Fresh Issue and compliance with Rule 19(2)(b) of the SCRR, the
Allotment for the balance valid Bids will be made proportionately towards Fresh Issue and the Offered Shares.

(6)
Subject to valid Bids being received at, or above, the Offer Price.

(7)
Allocation to Bidders in all categories, except Anchor Investors, if any, Non-Institutional Investors and Retail Individual Investors,
shall be made on a proportionate basis subject to valid Bids received at or above the Offer Price. The allocation to each Retail
Individual Investor shall not be less than the minimum Bid Lot, subject to availability of Equity Shares in the Retail Portion and the
remaining available Equity Shares, if any, shall be allocated on a proportionate basis. Allocation to Anchor Investors shall be on a
discretionary basis. For details, see “Offer Procedure” on page 484. The allocation to each Non-Institutional Investor shall not be less
than the minimum Non-Institutional Investor application size, subject to availability of Equity Shares in the Non-Institutional Portion
and the remaining available Equity Shares, if any, shall be allocated on a proportionate basis in accordance with the conditions
specified in this regard in Schedule XIII of the SEBI ICDR Regulations. Further, (a) 1/3rd of the portion available to Non-Institutional
Investors shall be reserved for applicants with application size of more than ₹0.20 million and up to ₹1.00 million and (b) 2/3 rd of the
portion available to Non-Institutional Investors shall be reserved for applicants with application size of more than ₹1.00 million.
Provided that the unsubscribed portion in either of the sub-categories specified in clauses (a) or (b), may be allocated to applicants in
the other sub-category of Non-Institutional Investors.

(8)
Subject to valid bids being received at or above the Offer Price, under-subscription, if any, in any category, except in the QIB Portion,
would be allowed to be met with spill-over from any other category or combination of categories of Bidders at the discretion of our
Company, in consultation with the Book Running Lead Managers, and the Designated Stock Exchange, subject to applicable laws. 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 up to ₹0.50 million), shall be added to the Net Offer.
In case of under-subscription in the Net Offer, spill-over to the extent of such under-subscription shall be permitted from the Employee
Reservation Portion. The Employee Reservation Portion shall not exceed 5% of our post-Offer paid-up Equity Share capital. Further,
an Eligible Employee Bidding in the Employee Reservation Portion can also Bid under the Retail Portion in the Net Offer and such
Bids will not be treated as multiple Bids. For further details, see “Offer Structure” on page 479.

(9)
Our Company, in consultation with the BRLMs, may offer an Employee Discount of up to [●]% to the Offer Price (equivalent of ₹[●]
per Equity Share), which shall be announced at least two Working Days prior to the Bid/Offer Opening Date.

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For details in relation to the terms of the Offer, see “Terms of the Offer” on page 471. For details, including in
relation to grounds for rejection of Bids, refer to “Offer Structure” and “Offer Procedure” on pages 479 and 484,
respectively.

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 SUMMARY OF FINANCIAL INFORMATION

The following tables provide the summary of financial information of our Company derived from the Restated
Financial Information for the Financial Years ended March 31, 2025, March 31, 2024 and March 31, 2023. The
summary financial information presented below should be read in conjunction with the Restated Financial
Information, the notes thereto, and “Financial Statements” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” on pages 340 and 407, respectively.

[Remainder of this page has been intentionally left blank.]

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Summary of Restated Statement of Assets and Liabilities
(All amounts in Rs. millions, except share data and per share data, and unless otherwise stated)

As at As at As at
31 March 2025 31 March 2024 31 March 2023
ASSETS
Non - current assets
Property, plant and equipment 6,477.13 4,943.69 3,923.19
Capital work-in-progress 1,142.87 736.21 211.31
Right-of-use assets 32,995.55 25,876.31 21,500.37
Intangible assets 75.70 29.04 40.66
Intangible assets under development - 56.97 28.47
Financial assets
(i) Investments - 9.65 9.65
(ii) Other financial assets 1,916.96 1,506.01 1,293.11
Deferred tax assets (net) 1,264.13 1,005.68 487.40
Other tax assets (net) 196.80 132.98 405.85
Other non - current assets 681.22 710.04 693.26
Total non-current assets 44,750.36 35,006.58 28,593.27
Current assets
Financial assets
(i) Trade receivables 787.47 592.87 332.13
(ii) Cash and cash equivalents 59.44 3.71 104.42
(iii) Bank balances other than (ii) above 0.87 0.82 0.19
(iv) Other financial assets 175.37 209.56 202.92
Other current assets 1,077.72 865.59 460.24
Total current assets 2,100.87 1,672.55 1,099.90
Total assets 46,851.23 36,679.13 29,693.17

EQUITY AND LIABILITIES

Equity
Equity share capital 130.18 1.83 1.83
Instruments entirely equity in nature 71.69 10.10 -
Other equity (232.98) 1,294.40 (3,082.84)
Total equity (31.11) 1,306.33 (3,081.01)
Non-current liabilities
Financial liabilities
(i) Borrowings 2,224.68 1,001.45 5,739.54
(ii) Lease liabilities 34,218.00 26,248.99 21,170.54
(iii) Other financial liabilities 1,990.15 1,671.36 1,394.39
Provisions 114.22 70.41 47.84
Other non-current liabilities 259.10 168.38 141.39
Total non-current liabilities 38,806.15 29,160.59 28,493.70
Current liabilities
Financial liabilities
(i) Borrowings 1,214.90 638.75 492.07
(ii) Lease liabilities 3,220.22 2,596.95 1,855.97
(iii) Trade payables
-Total outstanding dues of micro enterprises and small 187.06 193.55 97.48
enterprises
-Total outstanding dues of creditors other than micro 356.60 248.64 174.14
enterprises and small enterprises
(iv) Other financial liabilities 2,724.34 2,257.04 1,477.99
Other current liabilities 349.23 260.29 172.95
Provisions 23.84 16.99 9.88
Total current liabilities 8,076.19 6,212.21 4,280.48
Total liabilities 46,882.34 35,372.80 32,774.18
Total equity and liabilities 46,851.23 36,679.13 29,693.17

82
Summary of Restated Statement of Profit and Loss (including other comprehensive income)
(All amounts in Rs. millions, except share data and per share data, and unless otherwise stated)

For the year ended For the year ended For the year ended
31 March 2025 31 March 2024 31 March 2023
Income
Revenue from operations 10,592.86 8,305.73 5,797.38
Other income 436.45 370.87 215.37
Total income 11,029.31 8,676.60 6,012.75

Expenses
Purchases of traded goods 519.53 389.76 289.49
Employee benefits expense 758.26 637.68 435.29
Finance costs 3,303.51 2,560.02 1,880.08
Depreciation and amortisation expense 4,871.39 3,922.43 2,981.50
Other expenses 3,149.65 5,014.93 2,705.70
Total expenses 12,602.34 12,524.82 8,292.06

Loss before tax (1,573.03) (3,848.22) (2,279.31)

Tax expense
-Current tax 76.77 84.20 -
-Deferred tax (253.63) (517.34) (298.22)
Total tax expense (176.86) (433.14) (298.22)
Loss after tax (1,396.17) (3,415.08) (1,981.09)

Other comprehensive (loss) / income

Items that will not be reclassified subsequently to profit or loss
Re-measurement gains / (loss) on defined benefit plans (19.10) (3.22) 2.86
Income tax effect on above 4.81 0.94 (0.74)
Total other comprehensive (loss) / income , net of tax (14.29) (2.28) 2.12

Total comprehensive loss for the year (1,410.46) (3,417.36) (1,978.97)

Earnings per equity share [Face value of share Re.1 each

(31 March 2024 Re. 1 each); (31 March 2023 Re. 1
each)]:

Basic and Diluted (in Rs.) * (7.65) (26.09) (15.28)

* adjusted for effect of bonus shares and share split.

83
Summary of Restated Statement of Cash Flows
(All amounts in Rs. millions, except share data and per share data, and unless otherwise stated)

For the year ended For the year ended For the year ended
Particulars
31 March 2025 31 March 2024 31 March 2023
Cash flow from operating activities
Loss before tax (1,573.03) (3,848.22) (2,279.31)
Adjustments for:
Depreciation and amortisation expense 4,871.39 3,922.43 2,981.50
Allowance for doubtful advances and deposits 5.43 6.39 22.04
Allowance for expected credit losses 3.88 0.39 48.78
Impairment loss on property, plant and equipment - 20.84 -
Property, plant and equipment written off 17.06 41.65 -
Finance costs 267.95 182.76 105.52
Interest expense on lease liabilities 2,810.40 2,211.95 1,692.79
Interest expense on security deposits received 225.16 165.31 81.76
Equity settled share based payments 73.02 116.89 35.31
Interest income on unwinding of fair valuation of security deposits (119.68) (99.30) (61.99)
Interest income on unwinding of fair valuation of lease receivables (21.31) (32.10) (36.68)
Gain on sale of investments (net) (0.72) (0.15) (7.60)
Gain on termination of lease (28.78) (49.20) -
Interest income on fixed deposits (6.45) (5.01) (0.92)
Interest income on income tax refund (6.25) (14.82) (18.79)
Income on amortisation of deferred income (232.42) (170.05) (87.97)
Loss on fair valuation of financial liabilities - 2,689.53 1,122.49
Reversal of provision for impairment of Property, plant and equipment (20.84) - -
Operating cash flow before working capital changes 6,264.81 5,139.29 3,596.93

Changes in working capital

Change in trade receivables (198.50) (261.61) (136.67)
Change in other financial assets (694.31) (305.35) (551.36)
Change in other assets (315.18) (434.10) (471.98)
Change in trade payables 83.96 170.57 34.98
Change in other financial liabilities 665.49 598.60 683.63
Change in other liabilities 412.99 284.45 161.20
Change in provisions 31.56 26.45 11.86
Cash generated from operations 6,250.82 5,218.29 3,328.59
Income taxes refund / (paid) (net) (134.34) 203.49 (89.70)
Net cash generated from operating activities 6,116.48 5,421.78 3,238.89

Cash flow from investing activities

Purchase of property, plant and equipment, capital work-in-progress, intangible assets
(2,527.00) (1,835.44) (1,688.80)
under development and capital advances
Proceeds from sale of investments in equity instruments 10.37 - -
Initial direct cost on leases capitalized under right-of-use assets (49.09) (62.65) (30.72)
Proceeds from sale of property plant and equipment 5.51 4.63 -
Investment in term deposit (35.81) (38.45) (47.08)
Interest income received 6.45 5.01 0.92
Proceeds from sale of investments in mutual funds - - 28.89
Net cash used in investing activities (2,589.57) (1,926.90) (1,736.79)

Cash flow from financing activities

Proceeds from non-current borrowings 1,755.04 780.39 856.04
Repayment of non-current borrowings (368.36) (425.81) (482.34)
Proceeds from short-term borrowings (net) 499.56 - -
Payment of lease liabilities (including interest) (5,020.12) (3,819.66) (3,012.36)
Proceeds from issue of equity shares - - 248.00
Proceeds from issue of preference shares - - 1,009.99
Finance costs paid (240.98) (182.76) (112.16)
Net cash used in financing activities (3,374.86) (3,647.84) (1,492.83)

Net increase / (decrease) in cash and cash equivalents 152.05 (152.96) 9.27
Cash and cash equivalents at the beginning of the year (325.81) (172.85) (182.12)
(Bank Overdraft) / Cash and cash equivalents at the end of the year (173.76) (325.81) (172.85)

Note:
Components of cash and cash equivalents
Cash in hand 0.37 0.46 0.49
Balances with banks 59.07 3.25 103.93
Cash and cash equivalents as per balance sheet 59.44 3.71 104.42
Bank overdraft used for cash management purpose (233.20) (329.52) (277.27)
Cash and cash equivalents as per statement of cashflow (173.76) (325.81) (172.85)

84
Summary of Restated Statement of Cash Flows (continued)
(All amounts in Rs. millions, except share data and per share data, and unless otherwise stated)

Non-cash financing and investing activities

For the year ended For the year ended For the year ended
Particulars
31 March 2025 31 March 2024 31 March 2023

Investment in equity shares of unlisted company - - 9.65

Acquisition of right-of-use assets 11,302.49 7,700.04 6,615.95
Proceeds from issue of equity shares - - 992.00

Changes in liabilities arising from financing activities

Reconciliation between opening and closing balances in the balance sheet for liabilities arising from financing activities:
Opening balance Non-cash Closing balance
Particulars Cash flows
01 April 2024 movement March 31, 2025
Non-current Borrowings (including current maturities of non-current borrowings)*
1,310.68 1,386.68 9.46 2,706.82

Short-term borrowings* - 499.56 - 499.56

Lease liability 28,845.94 (5,020.12) 13,612.40 37,438.22
Total liabilities from financing activities 30,156.62 (3,133.88) 13,621.86 40,644.60
Note : Non-cash movement includes finance charges on lease along with additions and deletions made during the year.

Opening balance Non-cash Closing balance

Particulars Cash flows
01 April 2023 movement March 31, 2024
Non-current Borrowings (including current maturities of non-current borrowings)*
5,954.34 354.58 (4,998.24) 1,310.68

Lease liability 23,026.51 (3,819.66) 9,639.09 28,845.94

Total liabilities from financing activities 28,980.85 (3,465.08) 4,640.85 30,156.62
Note : Non-cash movement includes finance charges on lease along with additions and deletions made during the year.

Opening balance Non-cash Closing balance

Particulars Cash flows
1 April 2022 movement March 31, 2023
Non-current Borrowings (including current maturities of non-current borrowings*
3,446.80 373.70 2,133.84 5,954.34

Lease liability 17,967.49 (3,012.36) 8,071.38 23,026.51

Total liabilities from financing activities 21,414.29 (2,638.66) 10,205.22 28,980.85
Note : Non-cash movement includes finance charges on lease along with additions and deletions made during the year.

* Excludes bank overdraft

85
 GENERAL INFORMATION

Our Company was incorporated as “Innovent Spaces Private Limited”, a private limited company under the
Companies Act, 2013 on January 14, 2015, and was granted the certificate of incorporation by the Registrar of
Companies, Kanpur. The registered office of our Company was shifted from the state of Uttar Pradesh to the
state of Karnataka pursuant to a special resolution passed by our Shareholders on October 16, 2018. The
alteration with respect to the place of the registered office was confirmed by the order of the Regional Director,
Bengaluru on November 21, 2019 and a fresh certificate of incorporation was issued by the RoC on March 19,
2020. Subsequently, the name of our Company was changed to “Indiqube Spaces Private Limited” and a fresh
certificate of incorporation dated November 8, 2024 was issued by the RoC. Pursuant to the conversion of our
Company into a public limited company, a special resolution was passed by our Shareholders at the EGM on
November 16, 2024, the name of our Company was changed to “Indiqube Spaces Limited”, and the RoC issued
a fresh certificate of incorporation on December 17, 2024. For further details, see “History and Certain
Corporate Matters” on page 287.

Registered and Corporate Office of our Company

The address and certain other details of our Registered and Corporate Office are as follows:

Indiqube Spaces Limited (Formerly known as Indiqube Spaces Private Limited, Innovent Spaces Private
Limited)
Plot # 53, Careernet Campus
Kariyammanna Agrahara Road
Devarabisanahalli, Outer Ring Road
Bengaluru – 560 103
Karnataka, India

Except as disclosed below, there has been no change in the Registered and Corporate Office of our Company
since the date of incorporation:

Date of change Details of change in the Registered Office Reasons for change
March 19, 2020 From #200, Charan Lal Chowk, Gorakhpur – 273001, Uttar To carry on the business of the
Pradesh, India to Plot # 53, Careernet Campus, Company more economically,
Kariyammanna Agrahara Road, Devarabisanahalli, Outer efficiently and conveniently.
Ring Road, Bengaluru – 560 103, Karnataka, India,
pursuant to the resolutions passed by the Board, and the
Shareholders on October 15, 2018 and October 16, 2018
respectively. Consequently, a certificate of registration of
regional director order for change of state was issued by the
RoC on March 19, 2020.

Company Registration Number and Corporate Identity Number

The registration number and corporate identity number of our Company are as follows:

a. Company Registration number: 133523

b. Corporate identity number: U45400KA2015PLC133523

The Registrar of Companies

Our Company is registered with the Registrar of Companies, Karnataka at Bengaluru which is situated at the
following address:

‘E’ Wing, 2nd Floor

Kendriya Sadana
Koramangala
Bengaluru – 560 034
Karnataka, India

Board of Directors

86
The following table sets out the brief details of our Board as on the date of this Red Herring Prospectus:

Name Designation DIN Address

Rishi Das Chairman, 00420103 Villa # 267, Adarsh Palm Retreat, Devarabisanahalli,
Executive Director Bellandur, Bengaluru – 560 103, Karnataka, India.
and Chief
Executive Officer
Meghna Chief Operating 06944181 Villa # 267, Adarsh Palm Retreat, Devarabisanahalli,
Agarwal Officer and Bellandur, Bengaluru – 560 103, Karnataka, India.
Executive Director

Anshuman Das Non-Executive 00420772 Villa # 268, Adarsh Palm Retreat, Bellandur, Bengaluru –
Director 560 103, Karnataka, India.

Sandeep Non-Executive 00040491 Villa # 106 Adarsh Palm Retreat, Devarabisanahalli,

Singhal* Nominee Director outer ring road, Bellandur, Bengaluru - 560 103, Karnataka,
India.

Avalur Independent 00013305 # 101-102, Rainbow Residency, Sarjapur road, wipro

Gopalaratnam Director corporate office, Junnasandra, Junnnasandra Carmelaram,
Muralikrishnan Bengaluru – 560 035, Karnataka, India.

Rahul Matthan Independent 01573723 # 22/1, Langford Gardens, Museum Road, Bengaluru north,
Director Bengaluru – 560 025, Karnataka, India.
Naveen Tewari Independent 00677638 #113, Adarsh Palm Retreat, Sarjapur, outer ring road, next
Director to intel corporation, Bellandur, Bengaluru – 560 103,
Karnataka, India.
Sachi Krishana Independent 10828969 #174, Lane 8, Outer Ring Road, Adarsh Palm Retreat Villas,
Director Devarabisanahalli, Bellandur, Bengaluru – 560 103,
Karnataka, India.
*Nominee of WestBridge

For further details of our Board of Directors, see “Our Management” on page 305.

Company Secretary and Compliance Officer

Pranav AK is the Company Secretary and Compliance Officer of our Company. His contact details are as follows:

Plot # 53, Careernet Campus

Kariyammanna Agrahara Road
Devarabisanahalli
Outer Ring Road
Bengaluru – 560 103
Karnataka, India
Tel.: +91 99000 92210
E-mail: [Link]@[Link]

Book Running Lead Managers

ICICI Securities Limited JM Financial Limited

ICICI Venture House 7th Floor, Cnergy
Appasaheb Marathe Marg Appasaheb Marathe Marg
Prabhadevi Prabhadevi
Mumbai – 400 025 Mumbai – 400 025
Maharashtra, India Maharashtra, India
Tel: +91 22 6807 7100 Tel: (+91 22) 6630 3030
E-mail: [Link]@[Link] E-mail: [Link]@[Link]
Investor Grievance ID: Investor Grievance ID: [Link]@[Link]
customercare@[Link] Website: [Link]
Website: [Link] Contact Person: Prachee Dhuri
Contact Person: Ashik Joisar/Rahul Sharma SEBI Registration No.: INM000010361
SEBI Registration No.: INM000011179

87
Statement of inter-se allocation of responsibilities among the BRLMs

The responsibilities and coordination by the BRLMs for various activities in the Offer are as follows:

Sr. No Activities Responsibility Coordination

1. Capital structuring, due diligence of Company including its operations BRLMs ICICI
/ management / business plans / legal etc., drafting and design of the Securities
Draft Red Herring Prospectus, this Red Herring Prospectus and the Limited
Prospectus. Ensure compliance and completion of prescribed
formalities with the Stock Exchanges, SEBI and RoC including
finalization of Red Herring Prospectus, Prospectus, Offer Agreement,
Underwriting Agreements and RoC filing.
2. Drafting and approval of all statutory advertisements BRLMs ICICI
Securities
Limited
3. Audiovisual presentation of disclosures made in offer document at BRLMs ICICI
relevant stages of the IPO Securities
Limited
4. Drafting and approval of all publicity material other than statutory BRLMs JM Financial
advertisements as mentioned in point 2 above, corporate advertising Limited
and brochures and filing of media compliance report
5. Appointment of intermediaries, Registrar to the Offer, advertising BRLMs ICICI
agency, printer (including coordination of all agreements) Securities
Limited
6. Appointment of all other intermediaries, including Sponsor Bank, BRLMs JM Financial
Monitoring Agency, etc. (including coordination of all agreements) Limited

7. Preparation of road show presentation and FAQs BRLMs JM Financial

Limited
8. International institutional marketing of the Offer, which will cover, inter BRLMs JM Financial
alia: Limited
• Marketing strategy
• Finalising the list and division of international investors for one-to-
one meetings
• Finalising international road show and investor meeting schedules
9. Domestic institutional marketing of the Offer, which will cover, inter alia: BRLMs ICICI
• Marketing strategy Securities
• Finalising the list and division of domestic investors for one-to-one Limited
meetings
• Finalising domestic road show and investor meeting schedules
10. Non-institutional marketing of the Offer, which will cover, inter-alia: BRLMs ICICI
• Finalising media, marketing, public relations strategy and Securities
Formulating strategies for marketing to Non –Institutional Investors Limited
11. Retail marketing of the Offer, which will cover, inter-alia: BRLMs JM Financial
• Finalising media, marketing, public relations strategy and publicity Limited
budget, frequently asked questions at retail road shows
• Finalising brokerage, collection centres
• Finalising centres for holding conferences for brokers etc.
• Follow-up on distribution of publicity and Offer material including
form, Red Herring Prospectus/ Prospectus and deciding on the
quantum of the Offer material
12. Coordination with Stock Exchanges for book building software, BRLMs JM Financial
bidding terminals, mock trading, anchor coordination, anchor CAN and Limited
intimation of anchor allocation and submission of letters to regulators
post completion of anchor allocation
13. Managing the book and finalization of pricing in consultation with BRLMs ICICI
Company Securities
Limited

88
 Sr. No Activities Responsibility Coordination
14. Post-Offer activities – management of escrow accounts, finalisation of BRLMs JM Financial
the basis of allotment based on technical rejections, post Offer Limited
stationery, essential follow-up steps including follow-up with bankers
to the Offer and Self Certified Syndicate Banks and coordination with
various agencies connected with the post-offer activity such as registrar
to the offer, bankers to the offer, Self-Certified Syndicate Banks, etc.,
listing of instruments, demat credit and refunds/ unblocking of monies,
announcement of allocation and dispatch of refunds to Bidders, etc.,
payment of the applicable STT on behalf of Selling Shareholders,
coordination for investor complaints related to the Offer, including
responsibility for underwriting arrangements, submission of final post
issue report

Legal counsel to our Company and the Promoter Selling Shareholders as to Indian Law

Khaitan & Co
Embassy Quest
3rd Floor, 45/1 Magrath Road
Bengaluru – 560 025
Karnataka, India
Tel: +91 80 4339 7000
Contact Person: Thomas George
E-mail: [Link]@[Link]

Registrar to the Offer

MUFG Intime India Private Limited (Formerly known as Link Intime India Private Limited)
C-101, 247 Park
LBS Marg, Vikhroli (West)
Mumbai – 400 083
Maharashtra, India
Investor Grievance Email: [Link]@[Link]
Website: [Link]
Contact Person: Shanti Gopalkrishnan
E-mail: [Link]@[Link]
Tel.: +91 81081 14949
SEBI Registration No.: INR000004058

Banker(s) to the Offer

Escrow Collection Bank

ICICI Bank Limited

Capital Market Division, 163
5th Floor, HT Parekh Marg
Backbay Reclamation
Churchgate, Mumbai – 400 020
Maharashtra, India
Tel: +9122 - 68052182
E-mail: ipocmg@[Link]
Website: [Link]
Contact Person: Varun Badai
SEBI Registration No.: INBI00000004

Public Offer Account Bank

Axis Bank Limited

Axis House, 6th Floor
C-2, Wadia International Centre

89
Pandurang Budhkar Marg
Worli, Mumbai - 400 025
Maharashtra, India
Tel: +9122 24253672
E-mail: naina@[Link]
Website: [Link]
Contact Person: Naina
SEBI Registration No.: INBI00000017

Refund Bank

ICICI Bank Limited

Capital Market Division, 163

5th Floor, HT Parekh Marg
Backbay Reclamation
Churchgate, Mumbai – 400 020
Maharashtra, India
Tel: +9122 - 68052182
E-mail: ipocmg@[Link]
Website: [Link]
Contact Person: Mr. Varun Badai
SEBI Registration No.: INBI00000004

Sponsor Bank(s)

Axis Bank Limited

Axis House, 6th Floor
C-2, Wadia International Centre
Pandurang Budhkar Marg
Worli, Mumbai - 400 025
Maharashtra, India
Tel: +9122 24253672
E-mail: naina@[Link]
Website: [Link]
Contact Person: Naina
SEBI Registration No.: INBI00000017

ICICI Bank Limited

Capital Market Division, 163
5th Floor, HT Parekh Marg
Backbay Reclamation
Churchgate, Mumbai – 400 020
Maharashtra, India
Tel: +9122 - 68052182
E-mail: ipocmg@[Link]
Website: [Link]
Contact Person: Mr. Varun Badai
SEBI Registration No.: INBI00000004

Syndicate Members

JM Financial Services Limited

Ground Floor, 2, 3 & 4, Kamanwala Chambers
Sir P.M. Road, Fort
Mumbai - 400 001
Maharashtra, India
Tel: +9122 - 6136 3400
E-mail: [Link]@[Link] / [Link]@[Link]
Website: [Link]
Contact person: T N Kumar / Sona Verghese

90
SEBI Registration No.: INZ000195834

Designated Intermediaries

Self-Certified Syndicate Banks

The list of SCSBs notified by SEBI for the ASBA process is available at
[Link] 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 a UPI Bidder), not bidding through Syndicate/Sub Syndicate or through a Registered Broker, RTA or
CDP may submit the Bid cum Application Forms, is available at
[Link] and for a list of the
Designated SCSB Branches with which a UPI Bidder may submit the Bid cum Application Forms, is available at
[Link] or at such other websites as
may be prescribed by SEBI from time to time.

SCSBs and mobile applications enabled for UPI Mechanism

In accordance with SEBI RTA Master Circular, SEBI ICDR Master Circular, SEBI Circular No.
SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019 and SEBI Circular No.
SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, and SEBI Circular No.
SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022 (to the extent not rescinded by the SEBI ICDR Master
Circular in relation to the SEBI ICDR Regulations), UPI Bidders may apply through the SCSBs and mobile
applications using the UPI handles specified on the website of the SEBI
([Link] and
([Link] respectively, as
updated from time to time. A list of SCSBs and mobile applications, which are live for applying in public issues
using UPI mechanism is available on
[Link] and
[Link] respectively. A list
of SCSBs and mobile applications, which are live for applying in public issues using UPI mechanism is provided
as ‘Annexure A’ for the SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 (to the
extent not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations).

Syndicate SCSB Branches

In relation to Bids (other than Bids by Anchor Investors and RIIs) submitted to a member of the Syndicate, the
list of branches of the SCSBs at the Specified Locations named by the respective SCSBs to receive deposits of
Bid cum Application Forms from the members of the Syndicate is available on the website of the SEBI at
[Link] as updated from time to
time or any such other website as may be prescribed by SEBI from time to time. For more information on such
branches collecting Bid cum Application Forms from the Syndicate at Specified Locations, see the website of the
SEBI at [Link] 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 email address, is provided on the websites of the
Stock Exchanges at [Link] and [Link], as updated from time to time.

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 email address, is provided on the websites of SEBI at
[Link] and the Stock
Exchanges at [Link]/Static/Markets/PublicIssues/[Link]? And
[Link]/products/content/equities/ipos/asba_procedures.htm, respectively, as updated from time to
time.

91
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
[Link]/Static/Markets/PublicIssues/[Link]? and at [Link]
services/initial-public-offerings-asba-procedures, respectively, as updated from time to time.

Statutory Auditors to our Company

Walker Chandiok & Co LLP, Chartered Accountants

5th Floor, No. 65/2, Block “A”
Bagmane Tridib
Bagmane Tech Park
C V Raman Nagar
Bengaluru – 560093, Karnataka, India.
Name: Lokesh Khemka
E-mail: [Link]@[Link]
Tel.: +91 98830 10911
Firm registration number: 001076N/N500013
Peer review number: 020566

Changes in auditors

Except as stated below, there has been no change in the statutory auditors of our Company during the three years
immediately preceding the date of this Red Herring Prospectus.

Particulars Date of change Reason for change

B S R & Co. LLP, Chartered May 1, 2024 Resignation by B S R & Co. LLP,
Accountants Chartered Accountants as statutory
Embassy Golf Links Business Park auditors as the proposed audit fees did
Pebble Beach, B Block, 3rd floor, Off not commensurate with the time and
Intermediate Ring Road, Bengaluru – efforts involved in carrying out the
560 071, Karnataka, India. audit.
Tel: (+91 80) 4682 3000
E-mail: pkjain@[Link]
Firm Registration Number:
101248W/W-100022
Peer Review Number: 014196
Walker Chandiok & Co. LLP, May 31, 2024 Appointment as the Statutory Auditors
Chartered Accountants to fill casual vacancy upon resignation
5th Floor, No. 65/2, Block “A”, by B S R & Co. LLP, Chartered
Bagmane Tridib, Bagmane Tech Park, Accountants.
C V Raman Nagar, Bengaluru – 560
093, Karnataka, India.
E-mail:
[Link]@[Link]
Firm Registration Number:
001076N/N500013
Peer Review Number: 020566

Experts

Except as stated below, our Company has not obtained any expert opinions:

Our Company has received the written consent dated July 17, 2025 from Walker Chandiok & Co LLP, Chartered
Accountants, holding a valid peer review certificate from ICAI, to include their name as required under section
26(1) of the Companies Act, 2013 read with SEBI ICDR Regulations, in this Red Herring Prospectus and as an
“Expert” as defined under section 2(38) of the Companies Act, 2013 to the extent and in their capacity as our
Statutory Auditor, and in respect of their (i) examination report dated June 24, 2025 on our Restated Financial
Information; and (ii) their report dated June 24, 2025 on the statement of possible special tax benefits available to

92
the Company and its Shareholders, in this Red Herring Prospectus and such consent has not been withdrawn as
on the date of this Red Herring Prospectus.

Our Company has received the written consent dated July 17, 2025 from B S R & Co. LLP, Chartered
Accountants, holding a valid peer review certificate from ICAI, to include their name as required under section
26(1) of the Companies Act, 2013 read with SEBI ICDR Regulations, in this Red Herring Prospectus and as an
“Experts” as defined under section 2(38) of the Companies Act, 2013 to the extent applicable and in their capacity
as our Predecessor Auditor, and in respect of their examination report dated June 24, 2025 on our Restated
Financial Information for the year ended March 31, 2023 and such consent has not been withdrawn as on the date
of this Red Herring Prospectus.

Our Company has received a written consent dated July 17, 2025 from S K Patodia & Associates LLP, holding a
valid peer review certificate from ICAI, to include their name as required under Section 26(5) of the Companies
Act 2013 read with SEBI ICDR Regulations in this Red Herring Prospectus and as an “Expert” as defined under
Section 2(38) of Companies Act 2013 in respect of the certificates issued by them in their capacity as an
independent chartered accountant to our Company and such consent has not been withdrawn as on the date of this
Red Herring Prospectus.

Our Company has received a written consent dated December 19, 2024 from Raseek Ashok Bhagat of Raseek
Bhagat and Associates, as chartered architect to include their name as required under Section 26(5) of the
Companies Act, 2013, read with SEBI ICDR Regulations, in this Red Herring Prospectus and as an “Expert” as
defined under Section 2(38) of the Companies Act, 2013, to the extent and in their capacity as independent
chartered architect, in respect of their certificate dated July 17, 2025 and such consent has not been withdrawn as
on the date of this Red Herring Prospectus.

Our Company has received a written consent dated July 17, 2025 from Pradeesh P L (TRUMARX), as intellectual
property consultant to include their name as required under Section 26(5) of the Companies Act, 2013, read with
SEBI ICDR Regulations, in this Red Herring Prospectus and as an “Expert” as defined under Section 2(38) of the
Companies Act, 2013, to the extent and in their capacity as independent intellectual property consultant, in respect
of their certificate dated July 17, 2025 on our intellectual property and such consent has not been withdrawn as
on the date of this Red Herring Prospectus.

Bankers to our Company

State Bank of India

Commercial Branch
Bengaluru – 560 001
Karnataka, India.
Tel: 080 – 2594 3348
Contact Person: Ravinder Naik Boda
Website: [Link]
Email ID: rm5.sbi04196@[Link]

Axis Bank
Corporate Banking Branch
Nitesh Timesquare Level 3
No. 8, MG Road
Bengaluru – 560 001
Karnataka, India.
Tel: 080 – 6804 7277
Contact Person: Rajendra M L
Website: [Link]
Email ID: [Link]@[Link]

Grading of the Offer

No credit agency registered with SEBI has been appointed for obtaining grading for the Offer.

Appraising Entity

93
No appraising entity has been appointed in relation to the Offer. For further information, see “Risk Factors – Our
funding requirements and proposed deployment of the Net Proceeds of the Offer have not been appraised by a
bank or a financial institution and if there are any delays or cost overruns, our business, cash flows, financial
condition and results of operations may be adversely affected.” on page 67.

Monitoring Agency

Our Company has in compliance with Regulation 41 of the SEBI ICDR Regulations, appointed CRISIL Ratings
Limited as a monitoring agency for monitoring the utilization of the Gross Proceeds from the Fresh Issue prior to
the filing of the Red Herring Prospectus. For details in relation to the proposed utilisation of the Gross Proceeds,
see the section titled “Objects of the Offer” on page 122. The details of the Monitoring Agency are as follows:

CRISIL Ratings Limited

Lightbridge IT Park,
Saki Vihar Road, Andheri East,
Mumbai – 400 072
Maharashtra, India
Tel: +9122 – 6137 3000
Website: [Link]/ratings
Contact Person: Shounak Chakravarty
Email: crisilratingdesk@[Link]
SEBI Registration No.: IN/CRA/001/1999

Credit Rating

As the Offer is of Equity Shares, credit rating is not required.

Debenture Trustee

As the Offer is of Equity Shares, the appointment of 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’s online portal at
[Link] as required under Regulation 25(8) of the SEBI ICDR Regulations and in accordance
with SEBI ICDR Master Circular.

It was also filed with SEBI at the following address:

Securities and Exchange Board of India

Corporation Finance Department
Division of Issues and Listing
SEBI Bhavan, Plot No. C4 A, ‘G’ Block
Bandra Kurla Complex, Bandra (E)
Mumbai – 400 051
Maharashtra, India

A copy of this Red Herring Prospectus, along with the material contracts and documents required to be filed under
Section 32 of the Companies Act, 2013 would be filed with the RoC and a copy of the Prospectus to be filed under
Section 26 of the Companies Act, 2013 would be filed with the RoC at its office and through the electronic portal
of MCA at [Link]

Book Building Process

94
Book building, in the context of the Offer, refers to the process of collection of Bids from investors on the basis
of this Red Herring Prospectus and the Bid cum Application Forms. The Price Band will be decided by our
Company, in consultation with the BRLMs, and if not disclosed in the Red Herring Prospectus, will be advertised
in all editions of the Financial Express, an English national daily newspaper and all editions of Jansatta, a Hindi
national daily newspaper and Bangalore edition of Vishwavani, a Kannada daily newspaper (Kannada being the
regional language of Karnataka, where our Registered and Corporate Office is located), at least two Working Days
prior to the Bid/Offer Opening Date and shall be 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 BRLMs, after the Bid/Offer Closing Date.

All Bidders, other than Anchor Investors, shall only participate through the ASBA process by providing the details
of their respective ASBA Account in which the corresponding Bid Amount will be blocked by the SCSBs. UPI
Bidders shall participate through the ASBA process using the UPI Mechanism. Pursuant to SEBI ICDR Master
Circular read with SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022 (to the extent not
rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations), individuals Bidding as
NIIs with an application size of 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 are not permitted to participate
in the Offer through the ASBA process.

In accordance with the SEBI ICDR Regulations, QIBs and Non-Institutional Investors are 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. Retail Individual Investors subject to the Bid Amount being up to ₹0.20 million, and Eligible Employees
Bidding in the Employee Reservation Portion can revise their Bids during the Bid/ Offer Period and withdraw
their Bids until the Bid/ Offer Closing Date. Further, Anchor Investors cannot withdraw their Bids after the Anchor
Investor Bidding Date. Allocation to QIBs (other than Anchor Investors) will be on a proportionate basis while
allocation to Anchor Investors will be on a discretionary basis. For further details, see “Terms of the Offer” and
“Offer Procedure” beginning on pages 471 and 484, respectively.

The Book Building Process and the Bidding process are subject to change from time to time, and the
Bidders are 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 within three Working Days of the Bid/Offer Closing Date or
such other time as prescribed under applicable law.

For further details on the method and procedure for Bidding, an illustration of the Book Building Process and the
price discovery process see “Offer Procedure” and “Terms of the Offer” beginning on pages 484 and 471,
respectively.

Underwriting Agreement

After determination of the Offer Price and allocation of Equity Shares and prior to the filing of the Prospectus
with the RoC, our Company and the Promoter Selling Shareholders will enter into an Underwriting Agreement
with the Underwriters for the Equity Shares proposed to be offered through the Offer. The extent of underwriting
obligations and the Bids to be underwritten by each Underwriter shall be as per the Underwriting Agreement.
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 [●]. The Underwriters have indicated their intention to underwrite the
following number of Equity Shares:

(The Underwriting Agreement, by and amongst the Company, the Promoter Selling Shareholders and the
Underwriters, has not been executed as on the date of this Red Herring Prospectus and will be executed prior to
the filing of the Prospectus with the RoC. This portion has been intentionally left blank and will be filled in before
filing of the Prospectus with the RoC)

95
 Amount
Name, address, telephone and email of the Indicative number of Equity Shares to
Underwritten
Underwriters be Underwritten
(₹ in million)
[●] [●] [●]
[●] [●] [●]

The abovementioned underwriting commitment is indicative and will be finalized after determination of the Offer
Price and Basis of Allotment and will be subject to the provisions of Regulation 40(2) of the SEBI ICDR
Regulations.

In the opinion of our Board of Directors (based on representations made to our Company by the Underwriters),
the resources of the 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 read with
the SEBI Merchant Bankers Regulations or registered as brokers with the Stock Exchange(s). Our Board, at its
meeting held on [●], 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.
Notwithstanding the above table, the Underwriters shall be severally responsible for ensuring payment with
respect to Equity Shares allocated to investors procured by them in accordance with the Underwriting Agreement.

96
 CAPITAL STRUCTURE

The Equity Share capital and Preference Share capital of our Company as on the date of this Red Herring
Prospectus is as set forth below:
(in ₹, except share data or indicated otherwise)
Aggregate value at Offer
Particulars Aggregate value at face value
Price*
A AUTHORIZED SHARE CAPITAL
325,000,000 shares 325,000,000 -
Comprising: -
250,000,000 Equity Shares of face value of ₹1 each 250,000,000 -
62,500,000 0.001% Series A Compulsorily 62,500,000 -
Convertible Preference Shares of face value of ₹1
each
12,500,000 0.001% Series B Compulsorily 12,500,000 -
Convertible Preference Shares of face value of ₹1
each

B ISSUED, SUBSCRIBED AND PAID-UP CAPITAL BEFORE THE OFFER

182,578,871 Equity Shares(4) of face value of ₹ 1 182,578,871 -
each

C PRESENT OFFER IN TERMS OF THIS RED HERRING PROSPECTUS

Offer of up to [●] Equity Shares of face value of ₹1 [●] [●]
each aggregating up to ₹7,000.00 million(1)
comprising of:
Fresh Issue of up to [●] Equity Shares of face value [●] [●]
of ₹1 each aggregating up to ₹ 6,500.00 million
Offer for Sale of up to [●] Equity Shares of face [●] [●]
value of ₹1 each by the Promoter Selling
Shareholders aggregating up to ₹500.00 million
(1)(2)(3)

Employee Reservation Portion of up to [●] Equity [●] [●]

Shares aggregating up to ₹15.00 million(3)

E ISSUED, SUBSCRIBED AND PAID-UP CAPITAL AFTER THE OFFER

[●] Equity Shares of face value of ₹ 1 each* [●] [●]

F SECURITIES PREMIUM
Before the Offer 3,057,505,000.98
After the Offer* [●]
*
To be updated upon finalization of the Offer Price.
(1)
The Offer has been authorized by a resolution of our Board dated December 18, 2024 which was superseded by another resolution of
our Board dated December 23, 2024. Our Shareholders vide a special resolution passed in their EGM held on December 18, 2024 which
was superseded by a special resolution in their EGM held on December 23, 2024. The revised Offer has been taken on record through
a resolution passed by our Board of Directors in their meeting held on June 24, 2025. Further, each of the Promoter Selling
Shareholders, severally and not jointly, have consented to participate in the Offer for Sale pursuant to their respective consent letters
and our Board has taken on record such consents of each of the Promoter Selling Shareholders by a resolution dated December 18,
2024 and subsequently our Board of Directors have taken on record the revised consents for participation in the Offer for Sale by each
of the Promoter Selling Shareholders pursuant to its resolution dated June 24, [Link] details on the authorisation of each of the
Promoter Selling Shareholders in relation to their respective portion of the Offered Shares, see “Other Regulatory and Statutory
Disclosures” on page 455.
(2)
Each of the Promoter Selling Shareholders, severally and not jointly, confirms that the Equity Shares being offered by it are eligible for
being offered for sale pursuant to the Offer in terms of Regulation 8 of the SEBI ICDR Regulations. For further details of consents
received for the Offer, see “Other Regulatory and Statutory Disclosures” on page 455. In accordance with Regulation 8A of the SEBI
ICDR Regulations: (i) the number of Equity Shares offered for sale by selling shareholders holding, individually or with persons acting
in concert, more than 20% of pre-Offer shareholding of our Company (on a fully- diluted basis), shall not exceed more than 50% of
their respective pre-Offer shareholding (on a fully- diluted basis) and (ii) the number of Equity Shares offered for sale by selling
shareholders holding, individually or with persons acting in concert, less than 20% of pre-Offer shareholding of our Company (on a
fully- diluted basis), shall not exceed more than 10% of the pre-Offer shareholding of our Company (on a fully- diluted basis).
(3)
Eligible Employees bidding in the Employee Reservation Portion must ensure that the maximum Bid Amount does not exceed ₹0.50
million (net of the Employee Discount). However, the initial Allotment to an Eligible Employee in the Employee Reservation Portion
shall not exceed ₹0.20 million (net of the Employee Discount). Only in the event of an under-subscription in the Employee Reservation
Portion post the initial Allotment, such unsubscribed portion may be Allotted on a proportionate basis to Eligible Employees Bidding in
the Employee Reservation Portion, for a value in excess of ₹0.20 million (net of the Employee Discount), subject to the total Allotment
to an Eligible Employee not exceeding ₹0.50 million (net of the Employee Discount). Our Company may, in consultation with the Book

97
 Running Lead Managers, offer a discount of up to 10% to the Offer Price (equivalent of ₹[●] per Equity Share) to Eligible Employees
Bidding in the Employee Reservation Portion, subject to necessary approvals as may be required, and which shall be announced at least
two Working Days prior to the Bid / Offer Opening Date.
(4)
60,761,232 Series A CCPS has been converted to 41,467,436 Equity Shares and 10,927,823 Series B CCPS has been converted to
10,927,823 Equity Shares.

98
Notes to the Capital Structure

1. Equity Share Capital history of our Company

The following tables set forth the history of the Equity Share capital of our Company:

Primary issuances of Equity Shares

Face
Number of value
Cumulative Cumulative paid-
Date of equity per Issue price per Nature of Nature of
Details of allottees number of equity up equity share
allotment shares equity equity share (₹) consideration allotment
shares capital (₹)
allotted share
(₹)
January 15, 10,000 10 10 Cash Initial subscription Equity 10,000 100,000
2015 to the MoA^ Name of allottee shares
allotted
Rishi Das 3,750
Sanjay Mishra 2,500
Anshuman Das 3,750
Pursuant to a resolution of our Board passed in their meeting held on April 3, 2018, and a resolution of our Shareholders passed in their EGM held on April 3, 2018, each fully paid – up equity
share of our Company of face value ₹10 was split into 10 equity shares of ₹1 each, and accordingly, the authorised share capital of our Company was sub-divided from 100,000 Equity shares
of ₹10 each to 1,000,000 Equity shares of ₹1 each and the paid up Equity Share capital of our Company was sub-divided from 10,000 Equity shares of ₹10 each to 100,000 Equity shares of ₹1
each.
June 5, 2018 5 1 17,196.90 Cash Rights issue(1) Equity 100,005 100,005
Name of allottee Shares
allotted
Aravali Investment 5
Holdings
June 13, 2018 5 1 17,196.90 Cash Rights issue(2) Equity 100,010 100,010
Name of allottee Shares
allotted
Aravali Investment 5
Holdings
February 21, 2,778 1 25,195.96* Other than Conversion of loan Equity 102,788 102,788
2019 cash given by the Name of allottee Shares
directors to our allotted
Company into Rishi Das 1,389
Equity Shares Anshuman Das 1,389

99
 Face
Number of value
Cumulative Cumulative paid-
Date of equity per Issue price per Nature of Nature of
Details of allottees number of equity up equity share
allotment shares equity equity share (₹) consideration allotment
shares capital (₹)
allotted share
(₹)
September 1,541,820 1 NA NA Bonus issue(3) Equity 1,644,608 1,644,608
14, 2019 Name of allottee Shares
allotted
Rishi Das 616,635
Anshuman Das 765,585
Meghna Agarwal 148,950
Ashish Gupta 10,500
Aravali Investment 150
Holdings
April 4, 2022 151,171 1 6,562.09* Other than Private placement Equity 1,795,779 1,795,779
cash (adjustment of loan Name of allottee Shares
given by Careernet allotted
Technologies Careernet 106,673
Private Limited and Technologies Private
Hirepro Consulting Limited
Private Limited) Hirepro Consulting 44,498
Private Limited
June 6, 2022 37,793 1 6,562.09 Cash Private placement Equity 1,833,572 1,833,572
Name of allottee Shares
allotted
Careernet 26,669
Technologies Private
Limited
Hirepro Consulting 11,124
Private Limited
December 6, 128,350,040 1 NA NA Bonus issue(4) Equity 130,183,612 130,183,612
2024 Name of allottee Shares
allotted
Rishi Das 34,298,250
Anshuman Das 45,730,930
Meghna Agarwal 34,298,180
Ashish Gupta 784,000
Aravali Investment
11,200
Holdings

100
 Face
Number of value
Cumulative Cumulative paid-
Date of equity per Issue price per Nature of Nature of
Details of allottees number of equity up equity share
allotment shares equity equity share (₹) consideration allotment
shares capital (₹)
allotted share
(₹)
Careernet
Technologies Private 9,333,940
Limited
Hirepro Consulting
3,893,540
Private Limited
May 16, 2025 41,467,436 1 25,195.96(5) Cash(5) Conversion of Equity 171,651,048 171,651,048
Series A CCPS Name of allottee Shares
capital allotted
Aravali Investment
40,566,560
Holdings
Ashish Gupta 900,876
May 16, 2025 10,927,823 1 6,562.09 (6) Cash(6) Conversion of Equity 182,578,871 182,578,871
Series B CCPS Name of allottee Shares
capital allotted
Ashish Gupta 108,133
WestBridge AIF I 10,654,544
Konark Trust 152,792
MMPL Trust 12,354
^
The date of subscription to the Memorandum of Association is January 14, 2015. Our Company obtained the certificate of incorporation from the RoC on January 14, 2015. The allotment of equity shares pursuant to
the initial subscription was taken on record by our Board on January 15, 2015.
* No cash payment was made on the allotment of the Equity Shares as it was an adjustment against the loan provided to our Company.
(1)
Rights issue of equity shares authorised by a resolution of our Board dated April 3, 2018 and a resolution of our Shareholders dated April 3, 2018. However, the existing shareholders of our Company renounced
their right in favour of Aravali Investment holdings.
(2)
Rights issue of equity shares authorised by a resolution of our Board dated April 3, 2018 and a resolution of our Shareholders dated April 3, 2018. However, the existing shareholders of our Company renounced
their right in favour of Aravali Investment holdings.
(3)
Bonus issue of equity shares in the ratio 15:1 (i.e., 15 Equity Shares for every one equity share held) authorised by a resolution of our Board dated February 21, 2019 and a resolution of our Shareholders dated
March 8, 2019.
(4)
Bonus issue of equity shares in the ratio 70:1 (i.e., 70 Equity Shares for every one equity share held) authorised by a resolution of our Board dated December 6, 2024 and a resolution of our Shareholders dated
December 6, 2024.
(5)
Consideration was received by the Company at the time of allotment of the Series A CCPS. For details of terms of conversion, see “ – Terms of conversion of preference shares” on page 105.
(6)
Consideration was received by the Company at the time of allotment of the Series B CCPS. For details of terms of conversion, see “ – Terms of conversion of preference shares” on page 105.

101
2. Preference Share capital history of our Company

Set forth below is the history of the Series A CCPS capital of our Company:

Face
Number of value Issue price Cumulative Cumulative
Series A per per Series Nature of Nature of number of paid-up Series
Date of allotment Details of allottees
CCPS Series A A CCPS consideration allotment Series A A CCPS
allotted CCPS (₹) CCPS capital (₹)
(₹)
June 5, 2018 17,440 10 17,196.90 Cash Rights issue(1) Series A 17,440 174,400
Name of allottee CCPS
allotted
Aravali Investment 17,440
Holdings
June 13, 2018 17,440 10 17,196.90 Cash Rights issue(2) Series A 34,880 348,800
Name of allottee CCPS
allotted
Aravali Investment 17,440
Holdings
October 31, 2018 17,445 10 17,196.90 Cash Preferential Series A 52,325 5,23,250
allotment Name of allottee CCPS
allotted
Aravali Investment 17,445
Holdings

February 21, 2019 1,162 10 17,211.70(3) Cash(3) Conversion of Series A 53,487 534,870
unsecured Name of allottee CCPS
compulsorily allotted
convertible Ashish Gupta 1,162
debentures into
Series A CCPS(3)
September 14, 2019 802,305 10 NA NA Bonus issue(4) Series A 855,792 8,557,920
Name of allottee CCPS
allotted
Aravali Investment 784,875
Holdings
Ashish Gupta 17,430

102
 Face
Number of value Issue price Cumulative Cumulative
Series A per per Series Nature of Nature of number of paid-up Series
Date of allotment Details of allottees
CCPS Series A A CCPS consideration allotment Series A A CCPS
allotted CCPS (₹) CCPS capital (₹)
(₹)
Pursuant to a resolution of our Board passed in their meeting held on December 6, 2024, and a resolution of our Shareholders passed in their EGM held on December 6, 2024, each fully paid
– up Series A CCPS of our Company of face value ₹10 was split into 10 Series A CCPS of ₹1 each, and accordingly, the authorised share capital of our Company was sub-divided from
900,000 Series A CCPS ₹10 each to 9,000,000 Series A CCPS of ₹1 each and the paid up Series A CCPS capital of our Company was sub-divided from 855,792 Series A CCPS of ₹10 each
to 8,557,920 Series A CCPS of ₹1 each.
December 6, 2024 52,203,312 1 NA NA Bonus issue(5) Series A 60,761,232 60,761,232
Name of allottee CCPS
allotted
Aravali Investment
51,069,200
Holdings
Ashish Gupta 1,134,112
May 16, 2025 (60,761,232) 1 NA NA Conversion of NA (6) NIL NIL
Series A CCPS
capital
(1)
Rights issue of Series A CCPS authorised by a resolution of our Board dated April 3, 2018 and a resolution of our Shareholders dated April 3, 2018. However, the existing shareholders of our Company renounced
their right in favour of Aravali Investment holdings.
(2)
Rights issue of Series A CCPS authorised by a resolution of our Board dated April 3, 2018 and a resolution of our Shareholders dated April 3, 2018. However, the existing shareholders of our Company renounced
their right in favour of Aravali Investment holdings.
(3)
Ashish Gupta was allotted 200,000 unsecured compulsorily convertible debentures of ₹100 each pursuant to the resolution of our Board dated September 11, 2017. Consideration was received by the Company at
the time of allotment of the 200,000 unsecured compulsorily convertible debentures.
(4)
Bonus issue of equity shares in the ratio 15:1 (i.e., 15 Series A CCPS for every one Series A CCPS held) authorised by a resolution of our Board dated February 21, 2019 and a resolution of our Shareholders dated
March 8, 2019.
(5)
Bonus issue of Series A CCPS in the ratio 10:61 (i.e., 61 Series A CCPS for every ten Series A CCPS held) authorised by a resolution of our Board dated December 6, 2024 and a resolution of our Shareholders
dated December 6, 2024.
(6)
For names of allottees of Equity Shares pursuant to conversion of CCPS, see “– Notes to the Capital Structure - Equity Share capital history of our Company” on page 99.

103
Set forth below is the history of the Series B CCPS of our Company:

Face value Issue price Cumulative Cumulative

Date of Number of Series per of per of Nature of number of paid-up of Series
Nature of allotment Details of allottees^
allotment B CCPS allotted Series B Series B consideration Series B B CCPS capital
CCPS (₹) CCPS (₹) CCPS (₹)
April 4, 121,911 10 6,562.09 Cash Private Placement Series B 121,911 1,219,110
2022 Name of allottee CCPS
allotted
Konark Trust 1,721
MMPL Trust 139
WestBridge AIF I 120,051
June 6, 2022 30,479 10 6,562.09 Cash Private Placement Series B 152,390 1,523,900
Name of allottee CCPS
allotted
Konark Trust 431
MMPL Trust 35
WestBridge AIF I 30,013
June 10, 1,523 10 6,562.09 Cash Private Placement Series B 153,913 1,539,130
2022 Name of allottee CCPS
allotted
Ashish Gupta 1,523
Pursuant to a resolution of our Board passed in their meeting held on December 6, 2024, and a resolution of our Shareholders passed in their EGM held on December 6, 2024, each fully paid –
up Series B CCPS of our Company of face value ₹10 was split into 10 Series B CCPS of ₹1 each, and accordingly, the authorised share capital of our Company was sub-divided from 300,000
Series B CCPS of ₹10 each to 3,000,000 Series B CCPS of ₹1 each and the paid up Series B CCPS capital of our Company was sub-divided from 153,913 Series B CCPS of ₹10 each to
1,539,130 Series B CCPS of ₹1 each.
December 6, 9,388,693 1 NA NA Bonus issue(1) Series B 10,927,823 10,927,823
2024 Name of allottee CCPS
allotted
Ashish Gupta 92,903
WestBridge AIF I 9,153,904
Konark Trust 131,272
MMPL Trust 10,614
May 16, (10,927,823) 1 NA NA Conversion of Series NA(2) NIL NIL
2025 B CCPS capital
^ Konark Trust is represented by and acting through its trustee, Sandeep Singhal, (ii) MMPL Trust is represented by and acting through its trustee, Mountain Managers Private Limited and (iii) WestBridge AIF I is
represented by and acting through its trustee, Catalyst Trusteeship Limited
(i)
Bonus issue of Series B CCPS in the ratio 10:61 (i.e., 61 Series B CCPS for every ten Series B CCPS held) authorised by a resolution of our Board dated December 6, 2024 and a resolution of our Shareholders
dated December 6, 2024.
(ii)
For names of allottees of Equity Shares pursuant to conversion of CCPS, see “– Notes to the Capital Structure - Equity Share capital history of our Company” on page 99.

104
3. Terms of Conversion of Preference Shares

Set forth below are details of the Series A CCPS of our Company:

Name of the Shareholder Date of acquisition Number of Series A Conversion Ratio Number of Equity Acquisition price per Estimated price per
CCPS allotted Shares to be allotted Series A CCPS (₹) Equity Shares (based on
conversion)
Aravali Investment Holdings June 5, 2018 17,440# 1:0.682465 11,902 17,196.90 25,195.96
Aravali Investment Holdings June 13, 2018 17,440# 1:0.682465 11,902 17,196.90 25,195.96
Aravali Investment Holdings October 31, 2018 17,445# 1:0.682465 11,906 17,196.90 25,195.96
Ashish Gupta February 21, 2019 1,162# 1:0.682465 793 17,211.70 25,195.96
Aravali Investment Holdings September 14, 2019 784,875# 1:0.682465 535,650 NA NA
Ashish Gupta 17,430# 1:0.682465 11,895 NA
Ashish Gupta December 6, 2024 1,134,112 1:0.682465 773,992 NA NA
Aravali Investment Holdings 51,069,200 1:0.682465 34,852,942 NA
# Pursuant to a resolution of our Board passed in their meeting held on December 6, 2024, and a resolution of our Shareholders passed in their EGM held on December 6, 2024, each fully paid – up Series A CCPS of
our Company of face value ₹10 was split into 10 Series A CCPS of ₹1 each, and accordingly, the authorised share capital of our Company was sub-divided from 900,000 Series A CCPS ₹10 each to 9,000,000 Series A
CCPS of ₹1 each and the paid up Series A CCPS capital of our Company was sub-divided from 855,792 Series A CCPS of ₹10 each to 8,557,920 Series A CCPS of ₹1 each.

Set forth below are details of the Series B CCPS of our Company:

Name of the Shareholder Date of acquisition Number of Series B Conversion Ratio Number of Equity Acquisition price per Estimated price per
CCPS allotted Shares to be allotted Series B CCPS (₹) Equity Shares (based on
conversion)
Konark Trust April 4, 2022 1,721* 1:1 1,721 6,562.09 6,562.09
MMPL Trust 139* 1:1 139 6,562.09
WestBridge AIF I 120,051* 1:1 120,051 6,562.09
Konark Trust June 6, 2022 431* 1:1 431 6,562.09 6,562.09
MMPL Trust 35* 1:1 35 6,562.09
WestBridge AIF I 30,013* 1:1 30,013 6,562.09
Ashish Gupta June 10, 2022 1,523* 1:1 1,523 6,562.09 6,562.09
Ashish Gupta December 6, 2024 92,903 1:1 92,903 NA 6562.09
WestBridge AIF I 9,153,904 1:1 9,153,904 6562.09
Konark Trust 131,272 1:1 131,272 6562.09
MMPL Trust 10,614 1:1 10,614 6562.09
* Pursuant to a resolution of our Board passed in their meeting held on December 6, 2024, and a resolution of our Shareholders passed in their EGM held on December 6, 2024, each fully paid – up Series B CCPS of
our Company of face value ₹10 was split into 10 Series B CCPS of ₹1 each, and accordingly, the authorised share capital of our Company was sub-divided from 300,000 Series B CCPS of ₹10 each to 3,000,000 Series
B CCPS of ₹1 each and the paid up Series B CCPS capital of our Company was sub-divided from 153,913 Series B CCPS of ₹10 each to 1,539,130 Series B CCPS of ₹1 each.

105
Set forth below are the key terms of the Series A CCPS and Series B CCPS of our Company:
Particulars Series A CCPS Series B CCPS
Dividend Cumulative preferential dividend rate of 0.001% per annum Cumulative preferential dividend rate of 0.001% per annum
Conversion The holders of the Series A CCPS may convert the Series A CCPS into The holders of the Series B CCPS may convert the Series B CCPS into
Equity Shares any time, at the conversion price then in effect, upon the Equity Shares any time, at the conversion price then in effect, upon the
earlier of (a) one day prior to the expiry of 20 years from the date of earlier of (a) one day prior to the expiry of 20 years from the date of
allotment of the Series A CCPS; or (b) in connection with the Offer, prior allotment of the Series B CCPS; or (b) in connection with the Offer, prior
to filing of the Red Herring Prospectus with the RoC, or such other date to filing of the Red Herring Prospectus with the RoC, or such other date
as may be prescribed by SEBI as may be prescribed by SEBI
Conversion ratio 1:0.68 1:1
Voting rights The holders of Series A CCPS shall be entitled to received notice of and The holders of Series B CCPS shall be entitled to received notice of and
vote on all matters that are submitted to the vote of the Shareholders of vote on all matters that are submitted to the vote of the Shareholders of
the Company and, will be entitled to such voting rights on an as if the Company and, will be entitled to such voting rights on an as if
converted basis, as may be permissible under applicable law converted basis, as may be permissible under applicable law

106
4. Offer of shares for consideration other than cash or by way of bonus issue or out of revaluation
reserves

(a) Our Company has not issued any Equity Shares or Preference Shares out of revaluation reserves since its
incorporation.

(b) Except as stated below, our Company has not issued any Equity Shares or Preference Shares for consideration
other than cash or by way of bonus issue, as on the date of this Red Herring Prospectus:

Details of Equity Shares issued by our Company for consideration other than cash or by way of a bonus issue, as
on the date of this Red Herring Prospectus:

Face Issue price

Number of value per Equity Benefits
Date of Equity per Share (₹) Reason for accrued to
Names of allottees
allotment Shares Equity allotment our
allotted Share Company
(₹)
February 2,778 1 25,195.96* Conversion of - Equity
21, 2019 loan given by Name of allottee shares
the directors to allotted
our Company Rishi Das 1,389
into Equity Anshuman Das 1,389
Shares
September 1,541,820 1 NA Bonus issue(1) - Equity shares
Name of allottee
14, 2019 allotted
Rishi Das 616,635
Anshuman Das 765,585
Meghna Agarwal 148,950
Ashish Gupta 10,500
Aravali Investment 150
Holdings
April 4, 151,171 1 6,562.09* Private - Equity shares
Name of allottee
2022 placement allotted
(adjustment of Careernet Technologies 106,673
loan given by Private Limited
Careernet Hirepro Consulting 44,498
Technologies Private Limited
Private
Limited and
Hirepro
Consulting
Private
Limited)
December 128,350,040 1 NA Bonus issue(2) - Equity shares
Name of allottee
6, 2024 allotted
Rishi Das 34,298,250
Anshuman Das 45,730,930
Meghna Agarwal 34,298,180
Ashish Gupta 784,000
Aravali Investment
11,200
Holdings
Careernet Technologies
9,333,940
Private Limited
Hirepro Consulting
3,893,540
Private Limited
* No cash payment was made on the allotment of the Equity Shares as it was an adjustment against the loan provided to our Company.
(1)
Bonus issue of equity shares in the ratio 15:1 (i.e., 15 equity shares for every one equity share held) authorised by a resolution of our
Board dated February 21, 2019 and a resolution of our Shareholders dated March 8, 2019.
(2)
Bonus issue of equity shares in the ratio 70:1 (i.e., 70 Equity Shares for every one equity share held) authorised by a resolution of our
Board dated December 6, 2024 and a resolution of our Shareholders dated December 6, 2024.

107
Details of Preference Shares issued by our Company for consideration other than cash or by way of a bonus issue,
as on the date of this Red Herring Prospectus:

Number of of Face value Issue price

Benefits
Date of Series A per Series per Series Reason for
accrued to our Names of allottees
allotment CCPS A CCPS (₹) A CCPS allotment
Company
allotted (₹)
September 802,305 10 NA Bonus issue(1) - Series B
14, 2019 Name of allottee CCPS
allotted
Aravali 784,875
Investment
Holdings
Ashish Gupta 17,430
December 6, 52,203,312 1 NA Bonus issue(2) - Series A
2024 Name of allottee CCPS
allotted
Aravali
Investment 51,069,200
Holdings
Ashish Gupta 1,134,112
(1)
Bonus issue of Series A CCPS in the ratio 15:1 (i.e., 15 Series A CCPS for every one Series A CCPS held) authorised by a resolution
of our Board dated February 21, 2019 and a resolution of our Shareholders dated March 8, 2019
(2)
Bonus issue of Series A CCPS in the ratio 10:61 (i.e., 61 Series A CCPS for every ten Series A CCPS held) authorised by a resolution
of our Board dated December 6, 2024 and a resolution of our Shareholders dated December 6, 2024.

Number of of Face value Issue price

Benefits
Date ofSeries B per Series per Series Reason for
accrued to our Names of allottees
allotmentCCPS B CCPS (₹) B CCPS allotment
Company
allotted (₹)
December 6, 9,388,693 1 NA Bonus issue(1) - Series B
Name of
2024 CCPS
allottee
allotted
Ashish Gupta 92,903
WestBridge AIF
9,153,904
I
Konark Trust 131,272
(1)
Bonus issue of Series B CCPS in the ratio 10:61 (i.e., 61 Series B CCPS for every ten Series B CCPS held) authorised by a resolution
of our Board dated December 6, 2024 and a resolution of our Shareholders dated December 6, 2024.

5. Offer of shares at a price lower than the Offer Price in the last year

The Offer Price shall be determined in compliance with the SEBI ICDR Regulations after the Bid/ Offer Closing
Date. Except as disclosed in “ - Notes to the Capital Structure” on page 99 above, our Company has not issued
any Equity Shares or Preference Shares at a price that may be lower than the Offer Price during the last one year.

6. Offer of Equity Shares pursuant to schemes of arrangement

Our Company has not allotted any Equity Shares or Preference Shares in terms of any scheme of arrangement
approved under sections 391-394 of the Companies Act, 1956 or sections 230-234 of the Companies Act, 2013.

7. Build-up of Promoters’ shareholding, Minimum Promoter’s Contribution and lock-in

As on date of this Red Herring Prospectus, our Promoters, Rishi Das, Meghna Agarwal and Anshuman Das
holding in aggregate, 115,534,608 Equity Shares, which constitute 62.84% of issued, subscribed and paid-up pre-
offer Equity Share Capital of our Company, calculated on fully diluted basis.

All the Equity Shares held by our Promoters were fully paid-up on the respective dates of allotment/ acquisition
of such Equity Shares.

108
 Build-up of the shareholding of our Promoters in our Company

The details regarding the build-up of shareholding of Rishi Das in our Company since incorporation is set forth
in the table below:

Percentage Percentage
Face Transfer
Date of Number of of the pre- of the
Value price/
transfer/ Equity Offer post- Offer
Nature of Nature of per issue
allotment Shares capital on capital on
transaction consideration Equity price per
of Equity allotted/ a fully a fully
Share Equity
Shares transferred diluted diluted
(₹) Share (₹)
basis (%)# basis (%)*#
January 3,750 Initial Cash 10 10 0.02 [●]
15, 2015 subscription to
the MoA

March 31, 1,250 Transfer of Cash 10 14,000 0.01 [●]

2017 shares from
Sanjay Mishra
Pursuant to a resolution of our Board passed in their meeting held on April 3, 2018, and a resolution of our Shareholders
passed in their EGM held on April 3, 2018, each fully paid – up equity share of our Company of face value ₹10 was split
into 10 equity shares of ₹1 each, and accordingly, the authorised share capital of our Company was sub-divided from
100,000 Equity shares of ₹10 each to 1,000,000 Equity shares of ₹1 each and the paid up Equity Share capital of our
Company was sub-divided from 10,000 Equity shares of ₹10 each to 100,000 Equity shares of ₹1 each.
April 3, (10,000) Transfer of Cash 1 1 0.01 [●]
2018 shares to
Meghna
Agarwal
(280) Transfer of Cash 1 350 Negligible [●]
shares to Ashish
Gupta
February 1,389 Conversion of Other than 1 25,195.96 Negligible [●]
21, 2019 loan given by the cash
directors to our
Company into
Equity Shares
September 616,635 Bonus issue NA 1 NA 0.34 [●]
14, 2019
March 28, (249,432) Gift of shares to NA 1 NA 0.14 [●]
2022 Meghna
Agarwal
September (81,662) Gift of shares to NA 1 NA 0.04 [●]
24, 2024 Meghna
Agarwal
September 163,325 Gift of shares NA 1 NA 0.09 [●]
24, 2024 from Anshuman
Das
December 34,298,250 Bonus issue NA 1 NA 18.65 [●]
6, 2024
December (142,000) Gift of shares to NA 1 NA 0.08 [●]
23, 2024 MMARS Trust
Total 34,646,225 18.84
*
Subject to finalisation of the Basis of Allotment.
#
The percentage of the Equity Share capital on a fully diluted basis has been calculated on the basis of total Equity Shares held by a
Shareholder and exercise of vested options under the ESOP 2022, as applicable.

The details regarding the build-up of shareholding of Meghna Agrawal in our Company since incorporation is set
forth in the table below:

109
 Percentage Percentage
Face Transfer
Date of Number of of the pre- of the
Value price/
transfer/ Equity Offer post- Offer
Nature of Nature of per issue
allotment Shares capital on capital on
transaction consideration Equity price per
of Equity allotted/ a fully a fully
Share Equity
Shares transferred diluted diluted
(₹) Share (₹)
basis (%)# basis (%)*#
April 3, 10,000 Transfer of Cash 1 1 0.01 [●]
2018 shares from
Rishi Das
April 3, (70) Transfer of Cash 1 350 Negligible [●]
2018 shares to Ashish
Gupta
September 148,950 Bonus shares NA 1 NA 0.08 [●]
14, 2019
March 28, 249,432 Gift of shares NA 1 NA 0.14 [●]
2022 from Rishi Das
September 81,662 Gift of shares NA 1 NA 0.04 [●]
24, 2024 from Rishi Das
December 34,298,180 Bonus issue NA 1 NA 18.65 [●]
6, 2024
December (142,000) Gift of shares to NA 1 NA 0.08 [●]
23, 2024 SRI Family
Trust
Total 34,646,154 18.84
*
Subject to finalisation of the Basis of Allotment.
#
The percentage of the Equity Share capital on a fully diluted basis has been calculated on the basis of total Equity Shares held by a
Shareholder and exercise of vested options under the ESOP 2022, as applicable.

The details regarding the build-up of shareholding of Anshuman Das in our Company since incorporation is set
forth in the table below:

Percentage Percentage
Face Transfer
Date of Number of of the pre- of the
Value price/
transfer/ Equity Offer post- Offer
Nature of Nature of per issue
allotment Shares capital on capital on
transaction consideration Equity price per
of Equity allotted/ a fully a fully
Share Equity
Shares transferred diluted diluted
(₹) Share (₹)
basis (%)# basis (%)*#
January 3,750 Initial Cash 10 10 0.02 [●]
15, 2015 subscription to
the MoA

March 31, 1,250 Transfer of Cash 10 14,000 0.01 [●]

2017 shares from
Sanjay Mishra
Pursuant to a resolution of our Board passed in their meeting held on April 3, 2018, and a resolution of our Shareholders
passed in their EGM held on April 3, 2018, each fully paid – up equity share of our Company of face value ₹10 was split
into 10 equity shares of ₹1 each, and accordingly, the authorised share capital of our Company was sub-divided from
100,000 Equity shares of ₹10 each to 1,000,000 Equity shares of ₹1 each and the paid up Equity Share capital of our
Company was sub-divided from 10,000 Equity shares of ₹10 each to 100,000 Equity shares of ₹1 each.
April, 3, (350) Transfer of Cash 1 350 Negligible [●]
2018 shares to Ashish
Gupta
February 1,389 Conversion of Other than 1 25,195.96 Negligible [●]
21, 2019 loan given by the cash
directors to our
Company into
Equity Shares
September 765,585 Bonus issue NA 1 NA 0.42 [●]
14, 2019
September (163,325) Gift of shares to NA 1 NA 0.09 [●]
24, 2024 Rishi Das
December 45,730,930 Bonus issue NA 1 NA 24.87 [●]
6, 2024

110
 Percentage Percentage
Face Transfer
Date of Number of of the pre- of the
Value price/
transfer/ Equity Offer post- Offer
Nature of Nature of per issue
allotment Shares capital on capital on
transaction consideration Equity price per
of Equity allotted/ a fully a fully
Share Equity
Shares transferred diluted diluted
(₹) Share (₹)
basis (%)# basis (%)*#
December (2,000) Gift of shares to NA 1 NA Negligible [●]
6, 2024 Ranjana Das
December (140,000) Gift of shares to NA 1 NA 0.08 [●]
23, 2024 Ranjana Das
Total 46,242,229 25.15
*
Subject to finalisation of the Basis of Allotment.
#
The percentage of the Equity Share capital on a fully diluted basis has been calculated on the basis of total Equity Shares held by a
Shareholder and exercise of vested options under the ESOP 2022, as applicable.

8. Details of pledge of Equity Shares held by our Promoters

As on date of this Red Herring Prospectus, none of the Equity Shares held by our Promoters are pledged.

9. Secondary transfers by members of Promoter Group (holding Equity Shares in our Company as on
the date of this Red Herring Prospectus) and the Promoter Selling Shareholders

For details in relation to secondary transfers of Equity Shares of our Company by the Promoters since
incorporation, see “ - Build-up of the shareholding of our Promoters in our Company” on page 109.

For details in relation to secondary transfers of Equity Shares of our Company by the Promoter Selling
Shareholders since incorporation, see “Build-up of the shareholding of our Promoters in our Company – Rishi
Das” and “Build-up of the shareholding of our Promoters in our Company – The details regarding the build-up
of shareholding of Meghna Agrawal in our Company since incorporation is set forth in the table below:” on page
109.

As on the date of this Red Herring Prospectus secondary transfers of Equity Shares of our Company by members
of our Promoter Group (holding Equity Shares in our Company as on the date of this Red Herring Prospectus)
since incorporation are disclosed below

Date of Number of Details of Details of Nature Face Transfer Nature of Percentage

transfer of equity transferor transferee(s) of value price consideration Percentage of of the
equity shares transfer per per the pre- Offer post- Offer
shares transferred equity equity capital on a capital on
share share (₹) fully diluted a fully
(₹) basis (%)# diluted
basis (%)*#
December 6, 2,000 Anshuman Ranjana Das Gift 1 NA NA Negligible [●]
2024 Das
December 140,000 Anshuman Ranjana Das Gift 1 NA NA 0.08 [●]
23, 2024 Das
December 142,000 Ranjana A4 Family Gift 1 NA NA 0.08 [●]
23, 2024 Das Trust
December 142,000 Rishi Das SRI Family Gift 1 NA NA 0.08 [●]
23, 2024 Trust
December 142,000 Meghna MMARS Gift 1 NA NA 0.08 [●]
23, 2024 Agarwal Trust
*
Subject to finalisation of the Basis of Allotment.
#
The percentage of the Equity Share capital on a fully diluted basis has been calculated on the basis of total Equity Shares held by a
Shareholder and exercise of vested options under the ESOP 2022, as applicable.

10. Equity shareholding of our Promoters and Promoter Group

Set forth below is the shareholding of our Promoters and Promoter Group, in our Company as on the date of this
Red Herring Prospectus:

111
 Pre-Offer Post-Offer*
Number of Percentage of
Sr. Name of Number of Equity Percentage of Equity
Equity Shares of Equity Share on
No. shareholder Shares of face Share capital on fully
face value of ₹ 1 fully diluted basis
value of ₹ 1 each diluted basis (%)#
each (%)#
(A) Promoters
Rishi Das 34,646,225 18.84 [●] [●]
Meghna Agarwal 34,646,154 18.84 [●] [●]
Anshuman Das 46,242,229 25.15 [●] [●]
Total (A) 115,534,608 62.84 [●] [●]
(B) Promoter Group
Careernet 9,467,282 5.15 [●] [●]
Technologies
Private Limited
Hirepro 3,949,162 2.15 [●] [●]
Consulting Private
Limited
MMARS Trust 142,000 0.08 [●] [●]
SRI Family Trust 142,000 0.08 [●] [●]
A4 Family Trust 142,000 0.08 [●] [●]
Total (B) 13,842,444 7.53 [●] [●]
Total (A + B) 129,377,052 70.37 [●] [●]
* Subject to finalisation of Basis of Allotment
#
The percentage of the Equity Share capital on a fully diluted basis has been calculated on the basis of total Equity Shares held by a
Shareholder and exercise of vested options under the ESOP 2022, as applicable.

Except as disclosed above, as on the date of this Red Herring Prospectus, none of the Promoter Group members
hold any Equity Shares in our Company. For further details, see “Our Promoters and Promoter Group” on page
334.

11. Details of Promoters’ contribution and lock-in for three years

(a) Pursuant to Regulations 14 and 16(1) 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 promoters’ contribution from the date of Allotment or any other period
as may be prescribed under applicable law (“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, or such other period as prescribed under the
SEBI ICDR Regulations, from the date of Allotment as Promoters’ Contribution are set forth in the table
below:

Offer/ Date up to
Date of No. of Percentage of
acquisition which the
Name of allotment No. of Face Equity the post-
Nature of price per Equity
the of the Equity value Shares Offer paid-
transaction Equity * Shares are
Promoter Equity Shares (₹) locked- up capital
Share subject to
Shares in* (%)
(₹) lock-in*
[●] [●] [●] [●] [●] [●] [●] [●] [●]
[●] [●] [●] [●] [●] [●] [●] [●] [●]
Total [●] [●]
*
Subject to finalisation of Basis of Allotment.

(c) Our Promoters have given their consent to include such number of Equity Shares held by them 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 Red Herring Prospectus until the
expiry of the lock-in period specified above, or for such other time as required under SEBI ICDR
Regulations, except as may be permitted, in accordance with the SEBI ICDR Regulations.

112
 (d) Our Company undertakes that the Equity Shares that shall be 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 from the date of the Draft Red Herring Prospectus (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 unrealized 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 from the date of the Draft Red Herring Prospectus 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 one or more partnership firms 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 the Draft Red Herring Prospectus pursuant to conversion
from a partnership firm or limited liability partnership;

(iv) The Equity Shares forming part of the Promoters’ Contribution are not subject to any pledge with
any creditor or any other encumbrance; and

(v) All the Equity Shares held by our Promoters are in dematerialised form as on the date of this Red
Herring Prospectus.

12. Details of Equity Shares locked- in for six months

In addition to the lock-in requirements prescribed in “- Details of Promoter’s Contribution and lock-in for three
years” on page 112, in terms of Regulation 17 of the SEBI ICDR Regulations, the entire pre-Offer Equity Share
capital of our Company will be locked-in for a period of six months from the date of Allotment except for (i) the
Promoters’ Contribution which shall be locked for a period of three years as detailed above and Promoter’s
shareholding in excess of 20% of the post-Offer Equity Share capital of our Company, which will be locked-in
for one year as detailed above; (ii) any Equity Shares offered by the Promoter Selling Shareholders pursuant to
the Offer for Sale and (ii) any Equity Shares allotted to eligible employees of our Company, whether currently
employees or not (or such persons as permitted under the SEBI SBEB Regulations or the ESOP Scheme) pursuant
to the ESOP Scheme and (iv) any Equity Shares held by a VCF or Category I AIF or Category II AIF or foreign
venture capital investors (as defined under the SEBI (Foreign Venture Capital Investor) Regulations, 2009)
(“FVCI”), as applicable, provided that (a) such Equity Shares shall be locked in for a period of at least six months
prescribed under the SEBI ICDR Regulations from the date of purchase by such shareholders and (b) such VCF
or AIF of category I or category II or a FVCI holds, individually or with persons acting in concert, less than 20%
of pre-Offer Equity Share capital of our Company (on a fully diluted basis).

As on the date of this Red Herring Prospectus, none of our Equity Shares are held by any VCF or Category I AIF
or Category II AIF or FVCI, except for WestBridge AIF I who holds 10,654,544 Equity Shares.

Any unsubscribed portion of the Offered Shares would also be locked-in as required under the SEBI ICDR
Regulations.

13. Lock-in of Equity Shares Allotted to Anchor Investors

Any Equity Shares Allotted to Anchor Investors in the Anchor Investor Portion shall be locked in the following
manner: There shall be a lock-in of 90 days on 50% of the Equity Shares Allotted to the Anchor Investors from
the date of Allotment, and a lock-in of 30 days on the remaining 50% of the Equity Shares Allotted to the Anchor
Investors from the date of Allotment.

14. Recording on non-transferability of Equity Shares locked-in

113
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.

15. 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..

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 to 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.

[The remainder of this page has been left intentionally blank]

114
 16. Shareholding Pattern of our Company

The table below presents the shareholding pattern of our Company as on the date of this Red Herring Prospectus.

Shareholdin Shareholding, Number of

g as a % of as a % Number of Equity Shares
Number of Voting Rights held in Number of
total assuming full Locked in pledged or
Number each class of securities shares
Number Total number of conversion of Equity Shares otherwise Number of
of shares (IX) Underlying
Number of of Partly number of Equity convertible (XII) encumbered Equity
Number underlyin Outstandin
Categ Category of fully paid paid-up Equity Shares securities (as a (XIII) Shares held
of g g
ory Shareholder up Equity Equity Shares held (calculated Number of Voting Rights percentage of in
Sharehol Depositor convertible
(I) (II) Shares held Shares (VII) as per diluted share As a % As a % dematerialize
ders (III) y Total as securities
(IV) held =(IV)+(V)+ SCRR, capital) of total of total d form
Receipts Class eg: Class a % of (including Numb Numb
(V) (VI) 1957) (XI)= Equity Shares (XIV)
(VI) Equity eg: Total (A+B+ Warrants) er (a) er (a)
(VIII) As a (VII)+(X) As a Shares held
Shares Others C) (X)
% of % of held (b) (b)
(A+B+C2) (A+B+C2)
(A) Promoter and 8 129,377,05 - - 129,377,05 70.86% 129,377, - 129,37 70.86% - 70.86% - - - - 129,377,052
Promoter 2 2 052 7,052
Group
(B) Public - - - - - - - - - - - - - - - - -
(C) Non Promoter- 5 53,201,819 - - 53,201,819 29.14% 53,201,8 - 53,201, 29.14% - 29.14% - - - - 53,201,819
Non Public 19 819
(C1) Shares - - - - - - - - - - - - - - - - -
underlying
DRs
(C2) Shares held by - - - - - - - - - - - - - - - - -
Employee
Trusts
Total 13 182,578,87 - - 182,578,871 100% 182,578, - 182,578, 100% - 100% - - - - 182,578,871
1 871 871

115
17. Other details of Shareholding of our Company

(a) As on the date of the filing of this Red Herring Prospectus, our Company has 13 Shareholders.

(b) Set forth below is a list of Shareholders holding 1% or more of the paid-up Equity Share capital of our
Company, as on the date of this Red Herring Prospectus on a fully diluted basis:

Percentage of the
pre-Offer Equity
Sr. No. Name of the Shareholder No. of Equity Shares of face value of ₹ 1 each
Share capital on a
fully diluted basis
(%)*
1. Anshuman Das 46,242,229 25.15

2. Aravali Investment Holdings 40,577,920 22.07

3. Rishi Das 34,646,225 18.84

4. Meghna Agarwal 34,646,154 18.84

5. WestBridge AIF I 10,654,544 5.79

6. Careernet Technologies 9,467,282 5.15

Private Limited
7. Hirepro Consulting Private 3,949,162 2.15
Limited
Total 180,183,516 98.00
*
The percentage of the Equity Share capital on a fully diluted basis has been calculated on the basis of total Equity Shares held by
a Shareholder and exercise of vested options under the ESOP 2022, as applicable.

(c) Set forth below is a list of Shareholders holding 1% or more of the paid-up Equity Share capital of our
Company, as of 10 days prior to the date of this Red Herring Prospectus:

Percentage of the
pre-Offer Equity
Sr. No. Name of the Shareholder No. of Equity Shares of face value of ₹ 1 each
Share capital on a
fully diluted basis
(%)*
1. Anshuman Das 46,242,229 25.15

2. Aravali Investment Holdings 40,577,920 22.07

3. Rishi Das 34,646,225 18.84

4. Meghna Agarwal 34,646,154 18.84

5. WestBridge AIF I 10,654,544 5.79

6. Careernet Technologies 9,467,282 5.15

Private Limited
7. Hirepro Consulting Private 3,949,162 2.15
Limited
Total 180,183,516 98.00
*
The percentage of the Equity Share capital on a fully diluted basis has been calculated on the basis of total Equity Shares held by a
Shareholder and exercise of vested options under the ESOP 2022, as applicable.

(d) Set forth below is a list of Shareholders holding 1% or more of the paid-up Equity Share capital of our
Company, as of one year prior to the date of this Red Herring Prospectus:

116
 Percentage of
No. of Equity
No. of Series B No. of Equity the pre-Offer
Sr. Name of the Shares of No. of Series A
CCPS Shares of face Equity Share
No. Shareholder face value of CCPS
value of ₹ 1 each capital on a
₹ 1 each
fully diluted
basis (%)*
1. Anshuman Das 816,624 - - 816,624 31.64
Aravali 160 837,200 - 160 22.15
2. Investment
Holdings
3. Rishi Das 408,312 - - 408,312 15.82
Meghna 408,312 - - 408,312 15.82
4.
Agarwal
WestBridge - - 150,064 - 5.81
5.
AIF I
Careernet 133,342 - - 133,342 5.17
6. Technologies
Private Limited
Hirepro 55,622 - - 55,622 2.16
7. Consulting
Private Limited
Total 1,822,372 837,200 150,064 2,543,796 98.57
* The percentage of the Equity Share capital on a fully diluted basis has been calculated on the basis of total Equity Shares held
by a Shareholder and such number of Equity Shares which will result upon conversion of outstanding CCPS assuming conversion
of Series A CCPS of face value of ₹ 1 each and Series B CCPS of face value of ₹ 1 each will be converted to equity shares of face
value of ₹ 1 each in the ratios of 1:0.682465 and 1:1, respectively. and exercise of vested options under the ESOP 2022, as
applicable. For the details of terms of Conversion of Preference Shares please see, Capital Structure - Terms of Conversion of
Preference Shares on page 105.

(e) Set forth below is a list of Shareholders holding 1% or more of the paid-up Equity Share capital of our
Company, as of two years prior to the date of this Red Herring Prospectus:

Percentage of
No. of Equity
No. of Series B No. of Equity the pre-Offer
Sr. Name of the Shares of No. of Series A
CCPS Shares of face Equity Share
No. Shareholder face value of CCPS
value of ₹ 1 each capital on a
₹ 1 each
post conversion fully diluted
basis (%)*
1. Anshuman Das 816,624 - - 816,624 31.76
Aravali 160 837,200 - 571,520 22.22
2. Investment
Holdings
3. Rishi Das 408,312 - - 408,312 15.88
Meghna 408,312 - - 408,312 15.88
4.
Agarwal
WestBridge - - 150,064 150,064 5.84
5.
AIF I
Careernet 133,342 - - 133,342 5.19
6. Technologies
Private Limited
Hirepro 55,622 - - 55,622 2.16
7. Consulting
Private Limited
Total 1,822,372 837,200 150,064 2,543,796 98.92
*
The percentage of the Equity Share capital on a fully diluted basis has been calculated on the basis of total Equity Shares held by
a Shareholder and such number of Equity Shares which will result upon conversion of outstanding CCPS assuming conversion of
Series A CCPS of face value of ₹ 1 each and Series B CCPS of face value of ₹ 1 each will be converted to equity shares of face
value of ₹ 1 each in the ratios of 1:0.682465 and 1:1, respectively. and exercise of vested options under the ESOP 2022, as
applicable. For the details of terms of Conversion of Preference Shares please see, Capital Structure - Terms of Conversion of
Preference Shares on page 105.

18. 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 Red Herring Prospectus.

117
19. Except for the Equity Shares to be allotted pursuant to (i) the Offer, and (ii) the allotment of Equity Shares
pursuant to exercise of options granted under the ESOP 2022, our Company presently does not intend or
propose 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 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 bonus issue of Equity Shares or on a rights basis or by way of further public
issue of Equity Shares or qualified institutions placements or otherwise.

20. Except for the outstanding stock options granted pursuant to the ESOP 2022, there are no 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 Red Herring Prospectus.

21. As on date of this Draft Red Herring Prospectus, there are no outstanding stock appreciation rights granted
to employees pursuant to any stock appreciation right scheme.

22. As on the date of this Red Herring Prospectus, except for Rishi Das, Meghna Agarwal and Anshuman Das,
none of our other Directors or Key Managerial Personnel or Senior Management Personnel hold any Equity
Shares or Preference Shares of our Company. For further details, please see “Our Management –
Shareholding of Directors in our Company” on page 313.

23. None of the members of the Promoter Group, the Promoters or the Directors and their relatives have
purchased or sold any securities of our Company during the period of six months immediately preceding the
date of this Red Herring Prospectus.

24. There have been no financing arrangements whereby our Promoters, members of the Promoter Group, our
Directors and their respective relatives have financed the purchase by any other person of securities of our
Company during a period of six months immediately preceding the date of this Red Herring Prospectus.

25. Our Company, the Directors and the BRLMs have no existing buyback arrangements and / or any other
similar arrangements for the purchase of Equity Shares.

26. All Equity Shares issued 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 Red Herring Prospectus.

27. As on the date of this Red Herring Prospectus, none of the BRLMs or their respective associates (determined
as per the definition of ‘associate company’ under the Companies Act, 2013 and as per definition of the term
‘associate’ under the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992) hold
any Equity Shares of our Company.

28. The BRLMs and their affiliates may engage in the transactions with and perform services for our Company
in the ordinary course of business or may in the future engage in commercial banking and investment banking
transactions with our Company for which they may in the future receive customary compensation.

29. None of the Promoters or other members of our Promoter Group will participate in the Offer except to the
extent of their participation in the Offer for Sale.

30. Except for the Equity Shares to be allotted pursuant to (i) allotment of Equity Shares pursuant to exercise of
options granted under the ESOP 2022, and (ii) 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 Red Herring Prospectus with SEBI until the Equity Shares are
listed on the Stock Exchanges pursuant to the Offer or all application monies have been refunded, or the
application moneys are unblocked in the ASBA Accounts on account of non-listing, under-subscription etc.,
as the case may be.

118
31. The BRLMs and any associates of the BRLMs, or Syndicate Members, or any person related to the promoter/
promoter group, cannot apply in the Offer under the Anchor Investor Portion, except for Mutual Funds
sponsored by 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 associate of the Book Running Lead
Managers or a FPI (other than individuals, corporate bodies and family offices) which are associates of the
BRLMs or pension funds sponsored by entities which are associates of the BRLMs.

32. Our Company shall ensure that any transaction in the Equity Shares by our Promoters and our Promoter
Group during the period between the date of filing this Red Herring Prospectus and the date of closure of the
Offer shall be reported to the Stock Exchanges within 24 hours of such transaction.

33. No person connected with the Offer, including, but not limited to, the BRLMs, the members of the Syndicate,
our Company, our Directors, our Promoter, members of our Promoter Group or Group Companies, 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.

34. At any given time, there shall be only one denomination of the Equity Shares, unless otherwise permitted by
law.

35. Our Company is in compliance with the Companies Act, 2013 with respect to issuance of securities since the
date of incorporation of our Company till the date of filing of this Red Herring Prospectus.

Employee stock option

(a) ESOP 2022

Our Company, pursuant to the resolutions passed by our Board in its meeting dated July 26, 2022 and our
Shareholders in its meeting dated August 1, 2022, adopted ESOP 2022. The ESOP 2022 was further amended
pursuant to the resolutions passed by our Board in its meeting dated November 15, 2024 and our Shareholders in
its meeting dated November 16, 2024. The ESOP 2022 is in compliance with the SEBI SBEB & SE Regulations.

As on the date of this Red Herring Prospectus, under ESOP 2022, out of the total 40,61,200 options, 32,94,400
options have been granted (including an aggregate of 1,47,893 lapsed options), 12,79,420 options have vested and
no options have been exercised. These options have been granted in compliance with the relevant provisions of
the Companies Act, 2013 and only to the employees of our Company.

The following table sets forth the particulars of the ESOP 2022, including options granted as on the date of this
Red Herring Prospectus.

Particulars Details
Fiscal 2023 Fiscal 2024 Fiscal 2025 From April 1, 2025
until the date of this
RHP
Total options outstanding as at the Nil 2,649,365 2,580,282 3,135,502
beginning of the period
Total options granted 2,678,830 Nil 615,570 Nil
Exercise price of options in ₹ (as on the 1.00 1.00 1.00 1.00
date of grant options)
Options forfeited/lapsed/cancelled 29,465 69,083 60,350 7,100
Variation of terms of options Nil
Money realized by exercise of options in Nil Nil Nil Nil
₹
Total number of options outstanding in 2,649,365 2,580,282 3,135,502 3,128,402
force
Total options vested (excluding the Nil 6,47,094 1,279,420 1,279,420
options that have been exercised)
Options exercised
Nil

119
 Particulars Details
Fiscal 2023 Fiscal 2024 Fiscal 2025 From April 1, 2025
until the date of this
RHP
The total number of Equity Shares that 2,649,365 2,580,282 3,135,502 3,128,402
would arise as a result of full exercise of
granted options
Employee wise details of options
granted to:
(i) Key managerial personnel and
Senior Management Personnel

Deepak Dadhich 1,186,765 Nil Nil Nil

Pawan J Jain 1,27,800 Nil Nil Nil
Vishal Mathad 49,700 Nil 28,400 Nil
Vikas Kumar Agrawal 42,600 Nil 35,500 Nil
Dinesh Jayaraj 53,250 Nil 17,750 Nil
Bhavna Srivastava 28,400 Nil 14,200 Nil
Ajay Anbu 71,000 Nil 7,100 Nil
Abhishek Chaudhary 56,800 Nil 21,300 Nil
Vamsi Krishna Chatrathi 63,900 Nil 14,200 Nil
Ramit Rajinder Bhardwaj 1,06,500 Nil Nil Nil
Anshul Mathur 1,06,500 Nil Nil Nil
Venkatesh Kumar M 71,000 Nil 7,100 Nil
Priyanth Dhanaraj K Nil Nil 21,300 Nil
(ii) Any other employee who receives As set forth in Note 1 below
a grant in any one year of options
amounting to 5% or more of the
options granted during the year

(iii) Identified employees who were Nil

granted options during any one
year equal to or exceeding 1% of
the issued capital (excluding
outstanding warrants and
conversions) of Company at the
time of grant

Diluted earnings per share pursuant to (15.28) (26.09) (7.65) NA

the issue of Equity Shares on exercise of
options in accordance with the
applicable accounting standard on
‘Earnings Per Share’ (₹)
Where our Company has calculated the Yes
employee compensation cost using 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 Black-Scholes method
the method and significant assumptions
used to estimate the fair value of options
granted during the year, including
weighted average information, namely,
risk-free interest rate, expected life,
expected volatility, expected dividends,
and the price of the underlying share in
the market at the time of grant of option
Impact on the profits and on the earnings ₹3,530,953,4.48 ₹116,892,869.17 ₹73,015,926.78 NA
per share of the last three years if the
accounting policies specified in the

120
 Particulars Details
Fiscal 2023 Fiscal 2024 Fiscal 2025 From April 1, 2025
until the date of this
RHP
SEBI SBEB SE Regulations had been
followed, in respect of options granted
in the last three years
Intention of key managerial personnel, Nil
senior management and whole-time
directors who are holders of Equity
Shares allotted on exercise of options to
sell their shares within three months
after the listing of Equity Shares
pursuant to the Offer
Intention to sell Equity Shares arising Nil
out of the ESOP 2022 within three
months after the listing of Equity Shares
by directors, senior managerial
personnel 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 1

Details of any other employee other than a Key Managerial Personnel and Senior Management Personnel who
receives a grant in any one year of options amounting to 5% or more of the options granted during the year.

Names of Employees Fiscal 2023 Fiscal 2024 Fiscal 2025 From April 1, 2025 until the date of this RHP
Nil

121
 OBJECTS OF THE OFFER

The Offer comprises of a Fresh Issue of [●] Equity Shares, aggregating to ₹6,500.00 million by our Company and
Offer for Sale of [●] Equity Shares aggregating to ₹500.00 million, subject to finalization of Basis of Allotment.
For details, see “Summary of the Offer Document” and “The Offer” on pages 26 and 78, respectively.

Offer for Sale

Each of the Promoter Selling Shareholders will be entitled to their respective portion of the proceeds of the Offer
for Sale in proportion of the Equity Shares offered by the respective Promoter Selling Shareholders after deducting
their proportion of Offer expenses and relevant taxes thereon. Our Company will not receive any proceeds from
the Offer for Sale and the proceeds received from the Offer for Sale will not form part of the Net Proceeds. For
further details of the Offer for Sale, see “Other Regulatory and Statutory Disclosures” on page 455.

Name of Selling Type Number of Shares offered/amount

Shareholder (₹ Million)
Rishi Das Promoter Selling Shareholder [●] Equity Shares of face value ₹1 each
aggregating up to ₹250.00 million
Meghna Agarwal Promoter Selling Shareholder [●] Equity Shares of face value ₹1 each
aggregating up to ₹250.00 million

Object of the Fresh Issue

Our Company proposes to utilize the Net Proceeds towards funding the following objects (collectively, the
“Objects”):

1. Funding capital expenditure towards establishment of new centers;

2. Repayment/pre-payment, in full or in part, of certain borrowings availed by our Company; and
3. General corporate purposes.

In addition, we expect to achieve the benefit of listing of the Equity Shares on the Stock Exchanges, enhancement
of our Company’s visibility and brand name amongst our existing and potential customers and creation of a public
market for the Equity Shares in India.

The main objects clause and objects incidental and ancillary to the main objects clause as set out in the
Memorandum of Association enables our Company: (i) to undertake our existing business activities; and (ii) to
undertake the proposed activities to be funded from the Net Proceeds for which the funds are being raised by us
in the Fresh Issue.

Net Proceeds

After deducting the Offer related expenses from the Gross Proceeds, we estimate the net proceeds of the Fresh
Issue to be ₹ [●] million (“Net Proceeds”). The details of the Net Proceeds of the Offer are summarized in the
table below:
(in ₹ million)
S. No. Particulars Estimated Amount
1. Gross Proceeds of the Fresh Issue Up to 6,500.00
2. Less: Offer Expenses in relation to the Fresh Issue [●](1)
3. Net Proceeds [●](2)
(1)
See ‘- Offer related Expenses’ on page 136.
(2)
Subject to the finalisation of the Basis of Allotment.

Utilisation of Net Proceeds

The Net Proceeds are proposed to be utilised in accordance with the details provided in the table below:

Particulars Amount (in ₹ million)

Funding capital expenditure towards establishment of new centers 4,626.49
Repayment/pre-payment, in full or in part, of certain borrowings availed 930.35
by our Company
General corporate purposes (1) [●]
Total Net Proceeds(1) [●]
122
(1)
To be finalised upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC. The amount utilised for
general corporate purposes shall not exceed 25% of the Gross Proceeds.

Proposed schedule of implementation and deployment of Net Proceeds

We propose to deploy the Net Proceeds for the aforesaid purposes in accordance with the estimated schedule of
implementation and deployment of funds as set forth in the table below:
(₹ in million)
Amount to be Amount to be Amount to be Amount to be
Amount to
deployed from deployed from deployed from deployed from
S. be funded
Particulars the Net the Net the Net the Net
No. from Net
Proceeds in Proceeds in Proceeds in Proceeds in
Proceeds
Fiscal 2025 Fiscal 2026 Fiscal 2027 Fiscal 2028
1. Funding capital 4,626.49 - 1,944.03 1,868.68 813.78
expenditure towards
establishment of new
centers
2. Repayment/pre- 930.35 - 930.35 - -
payment, in full or in
part, of certain
borrowings availed by
our Company
3. General corporate [●] [●] [●] [●] [●]
purposes(1)
Total Net Proceeds(1) [●] [●] [●] [●] [●]
(1)
To be finalised upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC. The amount utilised
for general corporate purposes shall not exceed 25% of the Gross Proceeds.

The above-stated fund requirements, deployment of the funds and the intended use of the Net Proceeds as
described in this Red Herring Prospectus are based on our current business plan, management estimates, current
and valid quotations from vendors, market conditions and other external commercial and technical factors.
However, such fund requirements and deployment of funds have not been appraised by any bank, financial
institution or any other independent agency. For further details, see “Risk Factors – Our funding requirements
and proposed deployment of the Net Proceeds of the Offer have not been appraised by a bank or a financial
institution and if there are any delays or cost overruns, our business, cash flows, financial condition and results
of operations may be adversely affected.” on page 67.

We may have to revise our funding requirements and deployment on account of a variety of factors such as our
financial and market condition, our business and growth strategies, our ability to identify and implement inorganic
growth initiatives (including investments and acquisitions), competitive landscape, general factors affecting our
results of operations, financial condition and access to capital and other external factors such as changes in the
business environment or regulatory climate and interest or exchange rate fluctuations, which may not be within
the control of our management. This may entail rescheduling the proposed utilization of the Net Proceeds and
changing the allocation of funds from its planned allocation at the discretion of our management, subject to
compliance with applicable law.

In case of variations/increase in the actual utilization of funds earmarked for the purposes set forth above,
increased fund requirements for a particular purpose may be financed by our internal accruals, additional equity
and/or debt arrangements, as required. In case the actual utilization towards any of the Objects is lower than the
proposed deployment, such balance will be used for funding other existing Objects, if necessary and/or towards
general corporate purposes to the extent that the total amount to be utilized towards general corporate purposes
does not exceed 25% of the Gross Proceeds in accordance with the SEBI ICDR Regulations.

Further, our Company may decide to accelerate the estimated Objects ahead of the schedule specified above.
However, in the event that estimated utilization out of the Net Proceeds in a scheduled Fiscal being not undertaken
in its entirety, the remaining Net Proceeds shall be utilized in subsequent Fiscals, as may be decided by our
Company, in accordance with applicable laws. Any such change in our plans may require rescheduling of our
expenditure programs and increasing or decreasing expenditure for a particular object vis-à-vis the utilization of
Net Proceeds.

Further, in case of a shortfall in raising requisite capital from the Net Proceeds towards meeting the objects or any
increase in the actual utilisation of funds earmarked for the Objects, our Company may explore a range of options
including utilizing our internal accruals and/or seeking additional debt from existing and future lenders. We
123
believe that such alternate arrangements would be available to fund any such shortfalls.

Means of finance

The fund requirements for the Objects above are proposed to be entirely funded from the Net Proceeds and internal
accruals. Accordingly, we confirm that there are no requirements to make firm arrangements of finance through
verifiable means towards at least 75% of the stated means of finance, in addition to the Net Proceeds, under
Regulation 7(1)(e) and Paragraph 9(C)(1) of Part A of Schedule VI of the SEBI ICDR Regulations.

Details of the Objects

1. Funding capital expenditure towards establishment of new centers

We are a managed workplace solutions company offering a comprehensive, sustainable, technology-driven

workplace solutions dedicated to transforming the traditional office experience.

As on March 31, 2025, we have active stock of 105 centers, where:

i. we have entered into binding lease / operating arrangements with our space owners;
ii. we have paid the security deposit to the space owners; and
iii. our clients can lease the seats at these centers.

across 14 cities in India, aggregating to 6.92 million sq. ft. As on March 31, 2025, we have 769 clients to whom
we provide our flexible workspace solutions with their own unique propositions, branding, audience and purpose.

Further, we have 10 centers with area of aggregating to 1.48 million sq. ft. for which letters of intent are executed
but are yet to be handed over to client. These 10 centers are located in the following cities: (i) Chennai; (ii)
Kozhikode; and (iii) Bangalore.

Details of our area under management (“AUM”)* as on March 31, 2025 are as follows:

As on March 31, 2025

Particulars
Super built-up area (“SBA”) (in millions sq. ft.) Number of centers
Active stock** 6.92 105
Centers yet to be handed over*** 1.48 10
Total AUM 8.40 115
*
AUM is active stock plus area under LOI including area yet to be handed over (in SBA).
**
Active stock means the rentable SBA plus SBA under fitout.
***
Yet to be handed over centers are such where we have signed LOIs (Letter of Intent) /ATL (Agreement to Lease) and which are yet to be
handed over to us by the respective landlords.

We derived revenue from operations amounting to ₹ 5,797.38 million, ₹ 8,305.73 million and ₹10,592.86 million
during the Fiscals 2023, 2024 and 2025, respectively.

The number of operational centers, along with the location wise occupied area on which fit outs cost were incurred,
the lease rentals earned and occupancy in the last three Fiscals are as follows:

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 Fiscal 2023 Fiscal 2024 Fiscal 2025
Occupied
area (in Occupied Occupied
million area (in area (in
Lease Lease
square Fit-outs Lease million Fit-outs million Fit-outs
rental rental
City feet) on cost (in rental Occupancy square feet) cost (in Occupancy square feet) cost (in Occupancy
earned earned
which ₹ earned (in ₹ (in %) on which ₹ (in %) on which ₹ (in %)
(in ₹ (in ₹
fit-out million) million) fit-out costs million) fit-out costs million)
million) million)
costs were were
were incurred incurred
incurred
Bengaluru 0.65 856.53 3,882.96 87.15 0.39 638.77 4,864.06 84.23 0.42 506.71 5,787.19 85.57
Chennai 0.13 214.84 227.07 61.11 0.21 309.46 789.04 65.02 0.16 195.31 1,164.21 84.01
Coimbatore 0.06 96.07 99.12 100.00 0.03 48.20 201.69 95.38 0.14 246.63 346.40 91.42
Gurugram 0.03 23.72 48.85 61.70 0.02 28.63 108.94 64.02 0.03 52.16 154.94 59.72
Hyderabad 0.03 53.66 60.85 75.60 0.00 3.70 83.88 76.47 0.08 75.89 137.67 87.13
Jaipur 0.01 19.09 1.08 72.38 0.00 2.31 35.03 90.71 0.00 0.00 35.16 100
Kochi - - 0.00 - 0.01 8.56 0.06 49.37 0.07 111.54 51.88 75.47
Madurai 0.02 22.54 13.74 47.68 0.01 11.78 46.67 70.82 0.01 8.92 53.92 89.40
Mumbai 0.05 65.55 110.80 61.33 0.00 1.68 111.53 59.70 0.01 22.48 141.51 76.54
Noida 0.00 0.16 35.45 93.97 - - 34.99 87.07 0.00 0.00 38.47 80.45
Pune 0.23 298.20 672.48 86.44 0.10 158.57 1,139.95 78.87 0.06 79.34 1,250.93 85.69
Vijayawada - - 0.00 - - - 0.00 - 0.04 9.83 50.86 100
Kozhikode - - - - - - - - 0.02 32.83 24.51 100
Mohali - - - - - - - - 0.02 9.99 5.43 100
Total 1.21 1,650.36 5,152.40 83.68 0.78 1,211.67 7,415.84 80.21 1.06 1,351.63 9,264.97 85.12

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Flexible workspace solutions are becoming an integral part of the modern work culture, catering to varied working
styles and introducing flexibility to the commercial office market. The demand for flexible workspaces has been
fueled further by an increasing focus on flexibility, capital efficiency, cost optimization, hybrid/distributed
working and employee well-being amongst other things by end-users. The flexible workspace stock in India
currently stands over 96 Mn sq. ft. as of Q1 CY 2025. Bengaluru currently is both the largest commercial office
and flexible workspace market of India accounting for around 30% of the total flexible workspace stock amongst
Tier 1 cities. While hubs like Bengaluru, Pune, Hyderabad, Gurgaon and Mumbai continue to be popular markets
for flexible workspace operators, markets like Noida & Chennai have also gained traction in response to the end-
user interest. (Source: CBRE Report).

In order to support our growth, we intend to leverage our experience and expand our operations by opening new
centers in India. We intend to cover 1.29 million square feet, 1.24 million square feet and 0.54 million square feet
through new centers in Fiscal 2026, 2027 and 2028, respectively. We propose to utilize an estimated amount of ₹
1,944.03 million during Fiscal 2026, ₹ 1,868.68 million during Fiscal 2027 and ₹ 813.78 million during Fiscal
2028 from the Net Proceeds towards establishment of such new centers. Depending on business needs,
commercial terms and conditions and any other factors, as may be determined by the Board, our Company shall
have the flexibility to utilize Net Proceeds towards the aforementioned intended objects in different proportion,
subject to the overall utilization of ₹ 4,626.49 million towards capital expenditure.

The fit-out expenditure for the new centers in next three Fiscals, i.e., until Fiscal 2028 are proposed to be funded
from the Net Proceeds, as aforementioned and incase the fit-out expenditure exceeds the Net Proceeds then the
same will be borne by our Company’s internal accruals.

Details of the proposed new centers are as follows:

AUM (In million sq. ft.)

City
Fiscal 2026 Fiscal 2027 Fiscal 2028 Total
Bangalore 0.77 0.71 0.31 1.79
Chennai 0.48 0.18 0.08 0.74
Pune 0.02 0.11 0.05 0.18
Non-tier-I cities* 0.02 0.24 0.10 0.36
Total 1.29 1.24 0.54 3.07
*
any tier-II or tier-III city of India except the tier-I cities, namely, Bengaluru, Pune, Mumbai, Delhi, Gurugram, Kolkata, Chennai, Noida and
Hyderabad.

Our Board by way of its resolution dated December 18, 2024, has approved the proposal to set up these new
centers. The establishment of the new centers is proposed to be undertaken entirely from the Net Proceeds of the
Fresh Issue.

The following table sets forth the details of fit outs of our centers in the last three Fiscals:

Particulars Fiscal 2023 Fiscal 2024 Fiscal 2025

Capital expenditure (in ₹ million) 1,650.36 1,211.67 1,351.63

Area addition (in million [Link].) 1.21 0.78 1.06

The details of the total estimated costs to be incurred for establishing new center are as follows:

(in ₹ million)
Particulars Aggregate cost
Fit-out costs 4,626.49
Total 4,626.49

Our fit-out costs primarily include: (i) civil and interior hard costs towards masonry / plastering works, flooring
works, partition works, mill works, ceiling works and doors / window works; (ii) toilet costs towards masonry /
plastering works, flooring works, partition works, ceiling works and doors / window works; (iii) soft costs towards
carpets, modular furniture, chairs and loose furniture; (iv) services costs towards plumbing works, fire-fighting
works, heating, ventilation and air-conditioning (HVAC) works, electrical works, electrical light fixtures and
decorative lights; (v) security / networking costs towards networking systems, AV system, fire alarm, access and
CCTV and UPS system; and (vi) equipment and operational items costs for IT, graphics, external signage and
126
operation equipment.

Methodology for computation

The identification of a new center depends on various factors including the size of such center and the region in
which such center is located. The size of our centers varies across regions and is dependent on various factors
such as availability of suitable locations, addressable market, demand and supply dynamics, lease rentals and
competition within a given region or across regions.

We intend to establish our new centers in Bengaluru, Chennai, Pune and other tier-II cities. While we have
identified the broad regions where the new centers will be established, we have not identified the exact locations
for establishing the new centers, as such identification depends on various factors, including inter alia, rental
prices for the proposed new centers in a specific locality, demographics, site quality, unavailability of suitable
locations, addressable market, demand and supply dynamics, lease rentals and competition.

Our estimated costs for establishing of the new centers are therefore based on: (i) valid and existing quotations
received from the below-mentioned vendors on a per sq. ft. basis, for the purposes of fit-out costs; (ii) estimated
average size of the new centers to be established which are to be funded from the Net Proceeds; and (iii) our
internal estimates for rental amounts, specifications and item requirements based on our experience of setting-up
similar centers.

A detailed breakdown of these estimated costs, and the methodology for computation, is as follows:

Fit-out costs

A detailed breakdown of the estimated capital expenditure for the components involved in the fit-out costs for
each center per square feet is as follows:

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 Average estimated
S.
Particulars Components include fit-out cost (in ₹ per Vendor / Supplier Date of quotation Validity of quotation
No.
sq. ft.)
1. Hard cost – civil and interior Masonry / plastering works 57 ARNK Interiors November 11, 2024 November 10, 2025
Flooring works 23 ARNK Interiors November 11, 2024 November 10, 2025
Partition works 245 ARNK Interiors November 11, 2024 November 10, 2025
Mill works 13 ARNK Interiors November 11, 2024 November 10, 2025
Ceiling works 40 ARNK Interiors November 11, 2024 November 10, 2025
Doors / window works 114 ARNK Interiors November 11, 2024 November 10, 2025
2. Toilet cost Masonry / plastering works 21 ARNK Interiors November 11, 2024 November 10, 2025
Flooring works 16 ARNK Interiors November 11, 2024 November 10, 2025
Partition works 23 ARNK Interiors November 11, 2024 November 10, 2025
Ceiling works 9 ARNK Interiors November 11, 2024 November 10, 2025
Doors / window works 7 ARNK Interiors November 11, 2024 November 10, 2025
3. Soft cost Carpets 76 Adora Carpet Splendor Private November 8, 2024 November 7, 2025
Limited
Modular furniture 90 Gokule's Modular Industries November 11, 2024 November 10, 2025
Private Limited
Chairs 60 Gokule's Modular Industries November 11, 2024 November 10, 2025
Private Limited
Loose furniture 15 Gokule's Modular Industries November 11, 2024 November 10, 2025
Private Limited
4. Services cost Plumbing works 3 ARNK Interiors November 11, 2024 November 10, 2025
Fire-fighting works 29 Ambiga Fire Tech Private November 11, 2024 November 10, 2025
Limited
HVAC supply 115 Ind Air Con Engineers Private November 11, 2024 November 10, 2025
Limited
HVAC installation 105 Ind Air Con Engineers Private November 11, 2024 November 10, 2025
Limited
Electrical works 126 Marts Electricals Private November 11, 2024 November 10, 2025
Limited
Decorative lights 9 Marts Electricals Private November 11, 2024 November 10, 2025
Limited
Electrical light fixtures 24 Marts Electricals Private November 11, 2024 November 10, 2025
Limited
5. Security / networking cost Networking 51 Nikitha Network Solutions November 8, 2024 November 7, 2025
AV system 21 Nikitha Network Solutions November 8, 2024 November 7, 2025
Fire alarm 24 Ambiga Fire Tech Private November 11, 2024 November 10, 2025
Limited
Access & CCTV 16 Nikitha Network Solutions November 8, 2024 November 7, 2025
UPS system 47 Fuji Electric India Private November 14, 2024 November 13, 2025
Limited
Equipment and operational IT BOM 84 Nikitha Network Solutions November 8, 2024 November 7, 2025

128
 6. items Graphics 9 Nakoda Furnishings November 11, 2024 November 10, 2025
External signage 16 Nakoda Furnishings November 11, 2024 November 10, 2025
Operation equipment 19 Bansi Office Solutions Private November 8, 2024 November 7, 2025
limited
Total 1,507
As certified by Raseek Bhagat and Associates, independent chartered architect, pursuant to their certificate dated December 24, 2024.

The details of fit outs cost incurred for our operational centers in the last three Fiscals are as follows:

Fiscal 2023 Fiscal 2024 Fiscal 2025

Occupied area (in Occupied area (in Occupied area (in

Particulars million square feet) Fit-outs cost (in ₹ million square feet) Fit-outs cost (in ₹ million square feet) Fit-outs cost (in ₹
on which fit-out million) on which fit-out million) on which fit-out million)
costs were incurred costs were incurred costs were incurred

Fit-outs cost
i. Computer and accessories 149.71 97.43 1.05 85.62
ii. Furniture and fixtures 227.27 153.99 171.65
iii. Leasehold building 1.21 891.87 0.78 674.84 774.70
iv. Office equipment 68.58 29.27 46.64
v. Plant and machinery 312.93 255.44 273.03
Total 1.21 1,650.36 0.78 1,211.67 1.05 1,351.64

The details of the area acquired in opening new centers in the last three Fiscals are as follows:

Particulars Fiscal 2023 Fiscal 2024 Fiscal 2025

Area acquired in opening new centers (in million square feet)* 0.91 1.38 2.08
*
also includes area addition in existing centers

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All quotations received from the aforementioned vendors are valid as on the date of this Red Herring Prospectus. We
have not entered into any definitive agreements with any vendors for the matters set out above. Accordingly, there
can be no assurance that the estimates received will not change at the time of entering into definitive agreements with
them, and consequently there can be no assurance that we will enter into definitive agreements with the same vendors
from whom we have received such estimates. If there is any increase in the fit-out costs, the additional costs shall be
paid by us from our internal accruals.

Our Company will not purchase any second-hand equipment as part of the above stated spend on fit-out costs.

Government approvals

In relation to this proposed Object, we are required to obtain certain approvals and/or licenses, which are routine in
nature, from certain governmental or local authorities, which include registration of our centers under the shops and
establishments legislations of the states where they are located, FSSAI registration certificates, trade licenses, and no-
objection certificates from the pollution control boards of the respective state governments, as applicable. We will
apply for such approvals for our new centers, as applicable, in the ordinary course and in accordance with applicable
laws. For details of laws applicable and approvals required for the new centers, see “Key Regulations and Policies in
India” and “Government and Other Approvals” on pages 281 and 445.

2. Repayment/pre-payment, in full or in part, of certain borrowings availed by our Company

We avail a majority of our fund-based and non-fund-based facilities in the ordinary course of business from various
banks, financial institutions and other entities. The borrowing arrangements entered into by us include, inter alia, term
loans and working capital loans. For further information on the financial indebtedness of our Company, see “Financial
Indebtedness” on page 433. As of May 31, 2025, we had total borrowings of ₹3,320.79 million. As on the date of this
Red Herring Prospectus, 28.02% of term loan outstanding is proposed to be repaid from fresh proceeds vis-a-vis total
term loan outstanding by our Company.

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 also be funded out of the
Net Proceeds. Given the nature of the borrowings and the terms of repayment or prepayment, the aggregate outstanding
amounts under the borrowings may vary from time to time and we may, in accordance with the relevant repayment
schedule, repay or refinance some of the existing borrowings prior to Allotment or avail of additional credit facilities.

Further, the outstanding amounts under these borrowings as well as the sanctioned limits are dependent on several
factors and may vary with our business cycle with multiple intermediate repayments, drawdowns and enhancement of
sanctioned limits. Accordingly, our Company may utilise the Net Proceeds for repayment/prepayment or redemption
of any such refinanced facilities (including any prepayment fees or penalties thereon) or any additional facilities
obtained by our Company. However, the aggregate amount to be utilised from the Net Proceeds towards prepayment,
repayment or redemption of borrowings (including refinanced or additional facilities availed, if any), in part or full,
will not exceed ₹ 1,000.00 million. In light of the above, at the time of filing the Red Herring Prospectus, the table
below shall be suitably updated to reflect the revised amounts or loans, as the case may be. We believe that such
repayment, prepayment or redemption will help reduce our outstanding indebtedness and debt servicing costs and
enable utilization of the internal accruals for further investment towards business growth and expansion. In addition,
we believe that repayment/prepayment of the loans will add to the profitability of our Company due to reduced finance
cost and also the improvement in the debt-to-equity ratio of our Company is intended to enable us to raise further
resources in the future to fund potential business development opportunities and plans to grow and expand our business
in the future.

For the purposes of the Offer, our Company has obtained necessary consent from its lenders, as is respectively required
under the relevant facility documentation for undertaking activities in relation to this Offer and for the deployment of
the Net Proceeds towards the objects set out in this section, to the extent such consent was required.

The selection of borrowings proposed to be prepaid, repaid or redeemed amongst our borrowing arrangements availed
will be based on various factors, including (i) commercial considerations including, among others, the amount of the
loan outstanding, rate of interest/redemption premium and the remaining tenor of the loan, (ii) any conditions attached

130
to the borrowings restricting our ability to prepay/ repay the borrowings and time taken to fulfil, or obtain waivers for
fulfilment of such conditions, (iii) cost of the borrowing, including applicable interest rates, (iv) receipt of consents
for prepayment from the respective lenders and terms and conditions of such consents and waivers, (v) levy of any
prepayment penalties/premium and the quantum thereof and other related costs, and (vi) nature and/or repayment
schedule of borrowings. The amounts proposed to be prepaid and/or repaid against each borrowing facility below is
indicative and our Company may utilize the Net Proceeds to prepay and/or repay the facilities disclosed below in
accordance with commercial considerations, including amounts outstanding at the time of prepayment and/or
repayment. Pursuant to the terms of the borrowing arrangements, prepayment of certain indebtedness may attract
prepayment charges as prescribed by the respective lender. Payment of additional interest, prepayment penalty or
premium, if any, and other related costs shall be made by us out of the internal accruals or out of the Net Proceeds as
may be decided by our Company. We will approach the relevant lenders after completion of this Offer for
repayment/prepayment of the borrowings.

131
The details of the outstanding borrowings availed by our Company, proposed for repayment, prepayment or redemption, in full or in part, from the Net Proceeds are set forth
below:
(₹ in million)
Interest
Date of last
Sanctioned Amount drawn Amount rate/coupon Repayment
Sr. Name of the Nature of Purpose of loan availed approved/ Prepayment
amount down as at May outstanding as rate (per schedule/
No. lender(1) loan as per loan agreement revised (2) Penalty
(in ₹ million) 31, 2025 at May 31, 2025 annum) repayment date
sanction letter
(%)
1. Axis Bank Term loan Capex expansion 230.00 June 15, 2022 230.00 99.68 3 Months Principal to be Pre-payment in
Limited MCLR + repaid in 60 equal full or in part, the
2. Axis Bank Term loan Capex expansion 520.00 June 15, 2022 520.00 242.69 0.30% i.e. monthly lender will be
Limited 9.60% instalments as per entitled to
3. Axis Bank Term loan Capital expenditure on 250.00 March 17, 2023 250.00 141.66 tranche drawdown prepayment
Limited interior, fitouts and commencing at the premium of 2% on
preoperative expense for end of one month the amount repaid,
the buildings planned to be from the date of first except in cases
occupied drawdown of each where the
4. Axis Bank Term loan Capital expenditure on 250.00 March 17, 2023 250.00 145.83 tranche and interest prepayment is
Limited interior, fitouts and pre shall be served on made pursuant to
operative expense for the monthly basis as written
buildings planned to be applicable. instructions of
occupied Axis Bank.
5. Axis Bank Term loan Capital expenditure on 250.00 March 17, 2023 250.00 150.48
Limited interior, fitouts and pre
operative expense for the
buildings planned to be
occupied
6. Axis Bank Term loan For reimbursement of 180.00 September 21, 180.00 150.00 Principal to be
Limited capital expenditure incurred 2024 repaid in 48 equal
by our Company during monthly
August 2023 to August instalments from
2024 the date of first
disbursement and
interest shall be
served on monthly
basis as applicable.
Total 1,680.00 1680.00 930.35
(1)
In accordance with Clause 9(A)(2)(b) of Part A of Schedule VI of the SEBI ICDR Regulations which requires a certificate from the Statutory Auditor/Independent Chartered Accountant certifying the utilization of
loan for the purpose availed, our Independent Chartered Accountant has confirmed that the loans have been utilized for the purpose for which they were availed upto March 31, 2023 and our Statutory Auditor has
confirmed that the loans have been utilized for the purpose for which they were availed from April 1, 2023 to May 31, 2025 pursuant to a certificate dated July 17, 2025 and July 17, 2025, respectively.
(2)
As on May 31, 2025.
(3)
Majority of the Net Proceeds will be utilised for capital expenditure and accordingly the minimum promoter contribution will be locked-in for a period of three years. For details, please see “Capital Structure –
Details of Promoters’ Contribution and lock-in for three years.” on page 112.

132
The above table has been certified by the Statutory Auditor and independent chartered accountant, S K Patodia & Associates LLP, pursuant to their certificate dated July 17, 2025 and July 17, 2025 respectively

The details of city-wise fit-out costs incurred from the borrowings availed by our Company as of May 31, 2025 are set forth below:

City-wise details
Sr. Purpose of loan availed Sanctioned amount (in ₹ Amount outstanding as at
Name of the lender Nature of loan Cost incurred (in ₹
No. as per loan agreement million) May 31, 2025 Name of the city
million)
1. Axis Bank Limited Term loan Capex expansion 230.00 99.68 Bangalore 160.78
Mumbai 21.10
Chennai 18.95
Pune 16.19
Hyderabad 5.25
Coimbatore 3.75
Noida 3.71
Gurugram 0.27
2. Axis Bank Limited Term loan Capex expansion 520.00 242.69 Bangalore 238.53
Pune 135.13
Coimbatore 44.66
Chennai 43.63
Gurugram 22.53
Hyderabad 16.59
Madurai 14.90
Mumbai 2.90
Jaipur 1.08
Noida 0.05
3. Axis Bank Limited Term loan Capital expenditure on 750.00 437.98 Bangalore 346.96
interior, fitouts and Chennai 184.22
preoperative expense for Pune 104.76
the buildings planned to Coimbatore 34.67
be occupied Gurugram 30.28
Jaipur 25.55
Hyderabad 16.68
Madurai 6.1
Noida 0.42
Mumbai 0.34
Vijayawada 0.02
4. Axis Bank Limited Term loan For reimbursement of 180.00 150.00 Bangalore 142.84
capital expenditure Chennai 31.30
incurred by our Company Coimbatore 0.40
during August 2023 to Hyderabad 3.69
August 2024 Kochi 0.01

133
 Madurai 0.77
Pune 0.99
Total 1,680.00 930.35 1,680.00

The summary of the aggregate borrowings of the Company for the last three Fiscals is set forth below:
(in ₹ millions)
As on March 31, 2023 As on March 31, 2024 As on March 31, 2025
Name of the Nature of
lender facility Fund based / Non fund Sanctioned Outstanding Sanctioned Outstanding Sanctioned Outstanding
based amount amount amount amount amount amount
Secured
6.10 1.03 - - - -
29.60 19.12 29.60 7.29 - -
230.00 199.34 230.00 153.34 230.00 107.34
520.00 468.00 520.00 364.01 520.00 260.02
250.00 113.92 250.00 200.00 250.00 150.00
Term loan Fund based 250.00 154.17
- - 250.00 204.17
Axis Bank - - 250.00 208.82 250.00 158.82
- - - - 180.00 157.50
- - - - 150.00 131.25
- - - - 150.00 137.50
280.00 277.27 - - 350.00 233.20
Fund based
Cash credit - - 329.52 100.00 77.45
450.00*
Non fund based - - 78.00
2.36 1.88 2.36 0.96 2.36 0.96
HDFC Bank Term loan Fund based
4.79 2.96 4.79 - 4.79 -
State Bank of 993.21 1,000.00 993.21
Term loan Fund based (Fitout) - - -
India
State Bank of 299.11 560.00 299.11
Term loan Fund based (Solar) - - -
India
Total secured facilities (A) 1,322.85 1,083.52 1,968.75 1,548.06 3,997.15 2,860.53
Unsecured
Rishi Das Fund based 78.42 78.42 103.42 103.42 103.42 103.42
Anshuman Das Fund based 80.75 80.75 80.75 80.75 80.75 80.75
Total unsecured facilities (B) 159.17 159.17 184.17 184.17 184.17 184.17
Total borrowings (A+B) 1,482.02 1,242.69 2,170.92 1,732.23 4,181.32 3,044.70
*
Bank guarantee is the sub-limit of the cash credit limit.

134
In addition to the above, we may, from time to time, enter into further borrowing arrangements and draw down
funds thereunder. In such cases or in case any of the above loans are prepaid, repaid (earlier or scheduled),
refinanced or further drawn-down prior to the completion of the Offer, we may utilize Net Proceeds towards
prepayment, repayment or redemption (earlier or scheduled) of such additional indebtedness availed by us, details
of which shall be provided in the Red Herring Prospectus.

3. General corporate purposes

Our Company proposes to deploy the balance Net Proceeds aggregating to ₹ [●] million towards general corporate
purposes and business requirements of our Company as approved by the Board, subject to such amount not
exceeding 25% of the Gross Proceeds, in compliance with the SEBI ICDR Regulations. The general corporate
purposes for which our Company proposes to utilise Net Proceeds include, but are not restricted to, the following:

(i) meeting ongoing general corporate expenses, exigencies and contingencies;

(ii) marketing, advertising expenditures and business development expenses;
(iii) payment of salaries and allowances, administration, insurance, repair & maintenance, payment of taxes,
duties and meeting expenses incurred by our Company in the ordinary course of business; and
(iv) any other purpose as may be approved by the Board or duly appointed committee from time to time, subject
to compliance with the Companies Act.

The allocation or quantum of utilisation of funds towards the specific purposes described above will be determined
by our Board, based on our business requirements and other relevant considerations, from time to time.

The quantum of utilisation of funds towards each of the above purposes will be determined by our Board or a duly
constituted committee thereof from time to time, subject to compliance with applicable law and based on the
amount available under this head and the business requirements of our Company, from time to time. Our
Company’s management shall have flexibility in utilising surplus amounts, if any. In the event that we are unable
to utilise the entire amount that we have currently estimated for use out of Net Proceeds in a Fiscal, we will utilise
such unutilised amount(s) in the subsequent Fiscals.

Bridge Financing

Our Company has not raised any bridge loans from any bank or financial institution as on the date of this Red
Herring Prospectus, which are proposed to be repaid from the Net Proceeds.

Monitoring of Utilisation of Funds

In terms of Regulation 41 of the SEBI ICDR Regulations, our Company has appointed a SEBI registered credit
rating agency, namely CRISIL Ratings Limited, as the monitoring agency for monitoring the utilisation of Gross
Proceeds, prior to filing of the Red Herring Prospectus, as our size of the Offer exceeds ₹1,000.00 million. Our
Audit Committee and the Monitoring Agency will monitor the utilisation of the Gross Proceeds. Our Company
undertakes to place the report(s) of the Monitoring Agency on receipt before the Audit Committee without any
delay. Our Company will disclose the utilisation of the Gross Proceeds, including interim use under a separate
head in our balance sheet for such periods as required under the SEBI ICDR Regulations, the SEBI Listing
Regulations and any other applicable laws or regulations, clearly specifying the purposes for which the Gross
Proceeds have been utilised if any, of such currently unutilised Gross Proceeds. Our Company will also, in its
balance sheet for the applicable Fiscals, provide details, if any, in relation to all such Gross Proceeds that have not
been utilised, if any, of such currently unutilised Net Proceeds.

Pursuant to Regulation 18(3) and Regulation 32(3) of the SEBI Listing Regulations, our Company shall, on a
quarterly basis, disclose to the Audit Committee the uses and applications of the Gross Proceeds. On an annual
basis, our Company shall prepare a statement of funds utilised for purposes other than those stated in this Red
Herring Prospectus and place it before the Audit Committee and make other disclosures as may be required until
such time as the Gross Proceeds remain unutilised. Such disclosure shall be made only until such time that all the
Gross Proceeds have been utilised in full. The statement shall be certified by the statutory auditor of our Company.
Furthermore, in accordance with Regulation 32(1) of the SEBI Listing Regulations, our Company shall furnish to
the Stock Exchanges on a quarterly basis, a statement indicating (i) deviations, if any, in the actual utilisation of
the proceeds of the Fresh Issue from the objects of the Fresh Issue as stated above; and (ii) details of category
wise variations in the actual utilisation of the proceeds of the Fresh Issue from the objects of the Fresh Issue as
stated above. This information will also be published in newspapers simultaneously with the interim or annual

135
financial results and explanation for such variation (if any) will be included in our director’s report, after placing
the same before the Audit Committee. We will disclose the utilisation of the Gross Proceeds under a separate head
along with details in our balance sheet(s) until such time as the Gross Proceeds remain unutilised clearly specifying
the purpose for which such Gross Proceeds have been utilised. Our Company will indicate investments, if any, of
unutilised Gross Proceeds in the balance sheet of our Company for the relevant Fiscals subsequent to receipt of
listing and trading approvals from the Stock Exchanges.

Offer related Expenses

The total expenses of the Offer are estimated to be approximately ₹ [●] million.

The expenses of this Offer include, 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 (i) the listing fees, stamp duty payable on issue of Equity Shares pursuant to Fresh Issue, expenses for
any product or corporate advertisements consistent with past practice of our Company and audit fees of statutory
auditors (to the extent not attributable to the Offer), which shall be solely borne by our Company; and (ii) fees
and expenses for legal counsel to the Promoter Selling Shareholders, if any, which shall be solely borne by the
respective Promoter Selling Shareholders, all costs, fees and expenses with respect to the Offer (including all
applicable taxes except securities transaction tax, which shall be solely borne by the respective Promoter Selling
Shareholder), shall be shared by our Company and the Promoter Selling Shareholders, on a pro rata basis, in
proportion to the number of Equity Shares issued and Allotted by our Company through the Fresh Issue and sold
by each of the Promoter Selling Shareholders through the Offer for Sale, in accordance with applicable law
including section 28(3) of Companies Act, 2013. All the expenses relating to the Offer shall be paid by our
Company in the first instance and upon commencement of listing and trading of the Equity Shares on the Stock
Exchanges pursuant to the Offer, each Promoter Selling Shareholder agrees that it shall, severally and not jointly,
reimburse our Company for any expenses in relation to the Offer paid by our Company on behalf of the respective
Promoter Selling Shareholder and each Selling Shareholder authorises our Company to deduct from the proceeds
of the Offer for Sale from the Offer, expenses of the Offer required to be borne by such Promoter Selling
Shareholder in proportion to the Offered Shares. Further, our Company and the Promoter 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 as follows:

(in ₹ million, unless stated otherwise)
As a % of the total As a % of
S. Estimated
Activity * estimated Offer the total
No expenses
expenses(1) Offer size
1. Fees payable to the BRLMs and commissions including [●] [●] [●]
underwriting commission, brokerage and selling commission,
as applicable
2. Commission/ processing fee for SCSBs and Bankers to the [●] [●] [●]
Issue and fees payable to the Sponsor Banks for Bids made by
UPI Bidders. Brokerage, selling commission and bidding
charges for Members of the Syndicate, Registered Brokers,
RTAs and CDPs (2)(3)(4)(5)(6)(7)
3. Fees payable to the Registrar to the Offer [●] [●] [●]
4. Fees payable to advisors and consultants to the Issue:
(i) Listing fees, SEBI filing fees, upload fees, BSE and NSE [●] [●] [●]
processing fees, book building software fees, NSDL and
CDSL fees and other regulatory expenses

(ii) Printing and stationery expenses [●] [●] [●]

(iii) Advertising and marketing expenses [●] [●] [●]

136
 As a % of the total As a % of
S. Estimated
Activity estimated Offer the total
No expenses*
expenses(1) Offer size
(iv) Fees payable to the legal counsel [●] [●] [●]

(v) Fees payable to the other advisors to the Offer# [●] [●] [●]

(vi) Miscellaneous [●] [●] [●]

Total estimated Offer expenses [●] [●] [●]

*
To be incorporated in the Prospectus after finalisation of the Offer Price. Offer expenses are estimates and are subject to change. Offer
expenses include goods and services tax, where applicable.
#
The other advisors to the Offer include Statutory Auditors, practicing company secretary, intellectual property consultant, independent
chartered accountant, and industry agency.
(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* 0.25% of the Amount Allotted (Exclusive of applicable taxes)
Portion for Non-Institutional Bidders* 0.13% 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.

No processing fees shall be payable by our Company 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 Eligible ₹8 per valid application (Exclusive of applicable taxes)
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 ₹8 (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* 0.25% of the Amount Allotted (Exclusive of applicable taxes)
Portion for Non-Institutional Bidders* 0.13% 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 ₹8 (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 (Exclusive UPI Bids) which are procured by the Syndicate/sub-
Syndicate/Registered Broker/RTAs/ CDPs and submitted to SCSBs for blocking and uploading would be ₹ 8 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
137
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 and Eligible ₹8 per valid application (Exclusive of applicable taxes)
Employees

Uploading charges/ Processing fees for applications made by RIBs using the UPI Mechanism would be as under:

Members of the Syndicate / RTAs / CDPs / ₹ 8 per valid application (Exclusive of applicable taxes)
Registered Brokers*
Sponsor Bank(s) Axis Bank Limited - Nil charges upto 11,50,000 application forms (UPI mandates) and from
11,50,001 application forms (UPI mandates) ₹ 6.5/- 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.

ICICI Bank Limited - Nil charges upto 4,00,000 application forms (UPI mandates) and from
4,00,001 application forms (UPI mandates) ₹ 6.5/- 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.

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 SEBI Circular No: SEBI/HO/CFD/DIL2/P/CIR/2021/570
dated June 2, 2021 read with SEBI Circular No: SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 and such payment of
processing fees to the SCSBs shall be made in compliance with SEBI Circular No: SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022
and SEBI Circular No. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022.

Interim use of Net Proceeds

The Net 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 may be approved by our Board or the
IPO Committee, and that no lien of any nature shall be created on the Net Proceeds.

In accordance with Section 27 of the Companies Act, 2013, our Company confirms that it shall not use the Net
Proceeds for buying, trading or otherwise dealing in shares of any other listed company or for any investment in
the equity markets.

Other Confirmations

Except to the extent of any proceeds received pursuant to the sale of Offered Shares proposed to be sold in the
Offer by each of the Promoter Selling Shareholders, none of our Promoter or members of the Promoter Group,
Directors or Key Managerial Personnel or Senior Management or Group Companies will receive any portion of
the proceeds from the Offer. There is no existing or anticipated interest of such individuals and entities in the
objects of the Offer as set out above.

Variation in Objects

In accordance with Sections 13(8) and 27 of the Companies Act, 2013 and the applicable rules, and the SEBI
ICDR Regulations, our Company shall not vary the objects of the Fresh Issue without our Company being
authorised to do so by the Shareholders by way of a special resolution. In addition, the notice issued to the

138
Shareholders in relation to the passing of such special resolution (“Notice”) shall specify the prescribed details as
required under the Companies Act, 2013. The Notice shall simultaneously be published in the newspapers, one in
English and one in Kannada, the vernacular language of the jurisdiction where our Registered Office is situated.
Pursuant to Section 13(8) of the Companies Act, 2013, our Promoters will be required to provide an exit
opportunity to such Shareholders who do not agree to the proposal, to vary the objects, subject to the provisions
of the Companies Act, 2013 and in accordance with such terms and conditions, including in respect of proving of
the Equity Shares, in accordance with the Companies Act, 2013 and the SEBI ICDR Regulations.

139
 BASIS FOR OFFER PRICE

The Price Band, Floor Price and Offer Price will be determined by our Company in consultation with the BRLMs,
on the basis of assessment of market demand for the Equity Shares offered through the Book Building Process
and on the basis of the quantitative and qualitative factors described below. The face value of the Equity Shares
is ₹1 each and the Offer Price is [●] times the face value of the Equity Shares at the lower end of the Price Band
and [●] times the face value of the Equity Shares at the higher end of the Price Band. Investors should also refer
to “Our Business”, “Risk Factors”, “Restated Financial Information” and “Management’s Discussion and
Analysis of Financial Position and Results of Operations” on pages 241, 38, 345 and 407, respectively, to have
an informed view before making an investment decision.

Qualitative factors

Some of the qualitative factors and our strengths which form the basis for computing the Offer Price are:

1. One of the Leading Players in the Large and Growing Flexible Workspace Market in India.
2. Acquisition Strategy with a Focus on Value Creation and Demand-Driven Locations.
3. Prudent Business Management Practices with Strong Operational Metrics.
4. Capital Efficient Model with Resilience and Comprehensive Risk Mitigation.
5. Experienced Leadership and Prominent Investor Base
6. Focussed on Fostering an Ecosystem of Green Buildings.

For further details, see “Our Business – Our Strengths” on page 252.

Quantitative factors

The information presented below relating to our Company is based on the Restated Financial Information. For
further information, see “Financial Information” on page 340.

Some of the quantitative factors which may form the basis for calculating the Offer Price are as follows:

I. Basic and diluted earnings per share (“EPS”)

Fiscal Basic EPS (₹) Diluted EPS (₹) Weight

March 31, 2025 as per the Restated Financial Information (7.65) (7.65) 3
March 31, 2024 as per the Restated Financial Information (26.09) (26.09) 2
March 31, 2023 as per the Restated Financial Information (15.28) (15.28) 1
Weighted Average (15.07) (15.07)
Notes:
1) Basic earnings per share (₹) = Net loss for the year attributable to equity shareholders / Weighted average number of equity shares in
calculating basic EPS
2) Diluted earnings per share (₹) = Net loss for the year attributable to equity shareholders / Weighted average number of equity shares
in calculating diluted EPS
3) Basic and diluted earnings per equity share: Basic and diluted earnings per equity share are computed in accordance with Indian
Accounting Standard 33 notified under the Companies (Indian Accounting Standards) Rules of 2015 (as amended)
4) Weighted Average Number of Equity Shares is the number of equity shares outstanding at the beginning of the year adjusted by the
number of equity shares issued during the year multiplied by the time weighting factor.
5) As at March 31, 2025, March 31, 2024 and March 31, 2023, there are potential equity shares. As these are anti-dilutive, they are ignored
in the calculation of restated diluted earnings per share, and accordingly, the restated diluted earnings per share is the same as restated
basic earnings per share.
6) For details about the computation of Basic and Diluted earnings per share, refer to Note 28 to the Restated Financial Information on
Page 381.

II. Price/Earning (“P/E”) ratio in relation to Price Band of ₹ [●] to ₹ [●] per Equity Share:

P/E at the lower end of the P/E at the higher end of

Particulars Price Band the Price Band
(number of times)* (number of times)*
Based on basic EPS for Fiscal 2025 as per the Restated [●] [●]
Financial Information
Based on diluted EPS for Fiscal 2025 as per the Restated [●] [●]
Financial Information
*
To be updated upon finalisation of the Price Band.

140
 III. Industry Peer Group P/E ratio

Industry P/E Industry P/E

Particulars
(based on basic) (based on diluted EPS)
Highest 66.12 66.66
Lowest 66.12 66.66
Average 66.12 66.66
Source: All the financial information for listed industry peers mentioned above is on consolidated basis and is sourced from the financial
results/annual reports/quarterly financials of the respective company for the year ended March 31, 2025.
*
The industry highest and lowest has been considered from the listed industry peer excluding the industry peer which has reported losses for
Financial Year 2024-25. The average/industry composite has been calculated as per the arithmetic average P/E of the industry peer excluding
the industry peer which has reported losses for Financial Year 2024-25.
P/E Ratio for the listed industry peer has been computed on the basis of the closing market price as on July 16, 2025 of equity shares derived
from the website of BSE, divided by the EPS for the Financial Year ended March 31, 2025, and derived from the consolidated financial results
published on the Company’s website.

IV. Return on Net Worth (“RoNW”)

Financial Year ended RoNW (%) Weight

March 31, 2025 NA** 3
March 31, 2024 (261.43) 2
March 31, 2023 NA** 1
Weighted Average NA -
**
Cannot be calculated as the net worth is negative.
Notes:
[Link] on net worth (Net Worth represents total equity excluding share application money pending allotment) is calculated as loss after tax
for the period/year divided by net worth.
[Link] 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 amortization each as applicable for the Company on restated basis.

V. Net asset value per Equity Share (face value of ₹ 1 each)

Restated Net Asset Value per Equity Share as per the Restated Financial Information:
(₹)
Particulars Net Asset Value per Equity Share
As on March 31, 2025 (0.24)
After the Offer
(i) Floor Price [●]*
(ii) Cap Price [●]*
(iii) Offer Price [●]#
Notes: Net Asset Value per equity share is calculated as net assets at the end of the period/year divided by total weighted average numbers of
equity shares outstanding at the end of the period/year post bonus share issue. For computation of weighted average number of equity shares,
please refer, “Note 28 to the Restated Financial Information” on page 381.
*
To be finalized at the time of Price Band.
#
To be finalized at the time of Allotment.

VI. Comparison with Listed Industry Peers

Restated earnings /
Market
Closing (loss) per share (₹) Net
Face cap on Total NAV
Name of price on for continuing and worth (in RoNW
Consolidated/ value (₹ July 16, income (₹ per P/E
the July 16, discontinued ₹ (%)
Standalone per 2025 (₹ (in ₹ share)
company 2025 (₹) operations million)
share) million) million)
on BSE Fiscal 2025
on BSE
Basic Diluted
Indiqube Standalone 1.00 NA NA 11,029.3 (7.65) (7.65) (0.24) NA (31.11) NA**
Spaces 1
Limited
(formerly
known as

141
 Restated earnings /
Market
Closing (loss) per share (₹) Net
Face cap on Total NAV
Name of price on for continuing and worth (in RoNW
Consolidated/ value (₹ July 16, income (₹ per P/E
the July 16, discontinued ₹ (%)
Standalone per 2025 (₹ (in ₹ share)
company 2025 (₹) operations million)
share) million) million)
on BSE Fiscal 2025
on BSE
Basic Diluted
Indiqube
Spaces
Private
Limited,
Innovent
Spaces
Private
Limited)
Listed peer
Awfis Consolidated 10 644.65 45,960.0 12,607.4 9.75 9.67 64.71 66.66* 4,592.19 14.78%
Space 0 6
Solutions
Limited
Source: All the financial information for listed industry peers mentioned above is on a consolidated basis (unless otherwise available only on standalone
basis) and is sourced/derived from the financial statements of the respective company for the year ended March 31, 2025 submitted to stock exchanges.
**
Cannot be calculated as the net worth is negative
*
Based on diluted EPS.

VII. Key financial and operational performance indicators (“KPIs”)

In evaluating our business, we consider and use certain KPIs 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 Financial Information. We use these KPIs to evaluate our financial and operating
performance. These KPIs have limitations as analytical tools. Further, these KPIs may differ from the similar
information used by other companies and hence their comparability may be limited. Therefore, these metrics
should not be considered in isolation or construed as an alternative to Ind AS measures of performance or as an
indicator of our operating performance, liquidity 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 ongoing operating results and
trends and in comparing our financial results with other companies in our industry because it provides consistency
and comparability with past financial performance, when taken collectively with financial measures prepared in
accordance with Ind AS.

Investors are encouraged to review the Ind AS financial measures and to not rely on any single financial or
operational metric to evaluate our business.

The KPIs disclosed below have been approved by a resolution of our Audit Committee dated July 17, 2025 and
certified by the Chief Financial Officer on behalf of the management of our Company by way of certificate dated
July 17, 2025, and the members of the Audit Committee have verified the details of all KPIs pertaining to the
Company. Further, the Audit Committee has taken on record that other than the KPIs set out below, our Company
has not disclosed any other KPIs to investors at any point of time during the three years period prior to the date of
filing of this Red Herring Prospectus. Further, the KPIs herein have been certified by S K Patodia & Associates
LLP, Chartered Accountants, by their certificate dated July 17, 2025. The KPIs disclosed in the table below have
been selected in accordance with standard set out in the SEBI circular titled “Industry Standards on Key
Performance Indicators (“KPIs”) Disclosures in the draft Offer Document and Offer Document” dated February
28, 2025.

The KPIs of our Company have been disclosed in the sections “Our Business” and “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” starting on pages 241 and 407, respectively. We
have described and defined the KPIs, as applicable, in the section “Definitions and Abbreviations” on page 5.

Our Company confirms that it shall continue to disclose all the KPIs included in this section on a periodic basis,
at least once in a year (or any lesser period as determined by the Board of our Company), for a duration of one
year after the date of listing of the Equity Shares on the Stock Exchange or such other duration as may be required
under the SEBI ICDR Regulations.

142
Set forth below are KPIs which have been used historically by our Company to understand and analyse the
business performance, which in result, help us in analyzing the growth of various verticals in comparison to our
listed peers, and other relevant and material KPIs of the business of the Company that have a bearing for arriving
at the Basis for the Offer Price. The Audit Committee has confirmed that the KPIs pertaining to our Company that
have been disclosed to earlier investors at any point of time during the three years period prior to the date of filing
this Red Herring Prospectus have been disclosed in this section and have been subject to verification and
certification by S K Patodia & Associates LLP pursuant to certificate dated July 17, 2025:

Indiqube Spaces Limited

Financial Parameters

Sr.
Particulars Units Fiscal 2025 Fiscal 2024 Fiscal 2023
No.
1 Total income ₹ 11,029.31 8,676.60 6,012.75

2 Revenue from operations ₹ 10,592.86 8,305.73 5,797.38

3 Loss before tax ₹ (1,573.03) (3,848.22) (2,279.31)

4 Loss before tax margin % (14.26) (44.35) (37.91)
5 Loss after tax ₹ (1,396.17) (3,415.08) (1,981.09)
6 Loss after tax margin % (12.66) (39.36) (32.95)
7 EBITDA ₹ 6,601.87 2,634.23 2,582.27
8 EBITDA (Operational) ₹ 6,165.42 2,263.36 2,366.90
9 EBITDA margin (Operational) % 58.20 27.25 40.83
10 Cash EBIT ₹ 1,145.30 1,133.23 477.03
11 Cash EBIT margin % 10.81 13.64 8.23
12 Brokerage expenses to Revenue from operations % 2.44 2.07 1.94
13 Net debt ₹ 3,379.27 1,635.67 6,127.00
14 Capital employed ₹ 3,348.16 2,942.00 3,045.99
15 Return on Capital Employed % 34.21 38.52 15.66
Notes
1. Total income means sum of revenue from operations and other income for the period.
2. Revenue from operations means revenue from rental income, margin revenue on finance lease, electricity charges, maintenance charges,
sale of goods and other ancillary services for the period.
3. Loss before tax means loss for the period before tax.
4. Loss before tax margin is calculated as loss before tax divided by total income.
5. Loss after tax means loss for the period after tax.
6. Loss after tax margin is calculated as loss after tax divided by total income.
7. EBITDA is calculated as loss after tax plus tax expense, finance cost, depreciation and amortisation expense for the period.
8. EBITDA (Operational) is calculated as EBITDA less other income for the period.
9. EBITDA margin (Operational) is calculated as EBITDA (Operational) divided by revenue from operations.
10. Cash EBIT is calculated as EBITDA (before loss on fair value of financial liabilities) less payment of lease liabilities (including interest).
11. Cash EBIT margin is calculated as cash EBIT divided by revenue from operations.
12. Brokerage expense to revenue from operations is calculated as brokerage expenses divided by revenue from operations.
13. Net debt is calculated as total borrowings minus cash and cash equivalents and bank balances other than cash and cash equivalents for
the period.
14. Capital employed is calculated as total equity plus net debt.
15. Return on capital employed (%) is calculated as Cash EBIT divided by capital employed.

Operating Parameters

Sr.
Particulars Units Fiscal 2025 Fiscal 2024 Fiscal 2023
No.
Million
1 Active stock 6.92 5.52 4.39
square feet

2 Number of seats (under active stock) Number 153,830 122,766 97,537

3 Centres (under active stock) Number 105 85 70

143
 4 Cities (under active stock) Number 14 12 10
5 Rentable seats Number 139,183 118,530 94,410
Million
6 Rentable area 6.26 5.33 4.25
square feet

7 Occupied seats Number 118,467 95,076 79,002

Million
8 Occupied area 5.33 4.28 3.56
square feet
9 Occupancy % 85.12 80.21 83.68
10 Steady state occupancy % 86.50 90.06 93.50
11 Revenue - Multi-centre clients % 44.01 40.43 35.16

12 Average Monthly Net churn rate % (0.23) (0.09) 1.00

Notes
1. Active stock means the rentable SBA plus SBA under fitout.
2. Number of seats under active stock means the maximum number of seats available across active stock.
3. Centres under active stock refers to the total number of individual centres with rentable area plus area of centres under fitout.
4. Cities under active stock indicates the total number of cities in which we have geographic presence through rentable area plus area of centres
under fitout.
5. Rentable seats refers to the seats across our centres where (i) we are receiving rent from clients or (ii) could potentially receive rent from
clients.
6. Rentable area refers to the SBA across our centres where (i) we are receiving rent from clients or (ii) could potentially receive rent from
clients.
7. Occupied seats means the total number of seats contracted with our clients in our rentable area.
8. Occupied area means the total SBA contracted with our clients.
9. Occupancy % is calculated as occupied area/seats divided by rentable area/seats.
10. Occupancy of the centres which are more than 12 months old is considered as steady state occupancy.
11. Clients which have occupied space in more than one centres are considered as multi centre clients.
12. Average monthly net churn rate is calculated as the occupied area terminated or contracted by the clients less the occupied area expanded
by the clients divided by the average monthly occupancy for the year/period.

Explanation for the KPI metrics

A list of our KPIs along with a brief explanation of the relevance of the KPIs to our business operations are set
forth below. All such KPIs have been defined consistently and precisely in “Definitions and Abbreviations” on
page 5.

Sr. No. KPI Explanation

1. Total income Total income is the income of the business and helps assess the overall performance
of our Company.
2. Revenue from Revenue from operations is used by the management to track the revenue profile of
operations the business and in turn helps assess the overall financial performance of our
company and size of our business.

3. Loss before tax It is an indicator of the overall profitability and financial performance of our business
before taxes.
4. Loss before tax margin Loss before tax margin is calculated as loss before tax divided by total income.
(%)
5. Loss after tax It is an indicator of the overall profitability and financial performance of our business
after taxes.
6. Loss after tax margin Loss after tax margin is calculated as loss after tax divided by total income.
(%)
7. EBITDA EBITDA stands for earnings before interest, taxes, depreciation and amortisation
which provides information regarding company's profitability and financial
performance.
8. EBITDA (Operational) EBITDA (operational) provides information regarding the operational efficiency of
the business.
9. EBITDA margin EBITDA margin is EBITDA (operational) divided by revenue from operations.
(Operational) (%)
10. Cash EBIT Cash EBIT represents earnings before interest and tax, adjusted for lease rental
payments.
11. Cash EBIT margin (%) Cash EBIT margin is calculated as cash EBIT divided by revenue from operations.

144
 12. Brokerage expenses to Brokerage expenses to revenue represents the proportion of brokerage costs incurred
revenue from operations against revenue from operations.
(%)
13. Net debt Net debt indicates the amount borrowed by the company, net of cash and bank
balances.
14. Capital employed It indicates to the amount of capital investment a business uses to operate and
provides an indication of how a company is investing its money.
15. Return on Capital ROCE provides how efficiently our Company generates earnings from the capital
Employed (ROCE%) employed in the business.
16. Active Stock (msf) Active stock refers to the rentable SBA plus SBA under fitout.
17. Number of seats (under Number of seats under active stock indicates the maximum number of seats that are
active stock) available across active stock.
18. Centres (under active Centres under active stock refers to the total number of individual centres with
stock) rentable area plus area of centres under fitout.
19. Cities (under active Cities under active stock indicates the total number of cities in which we have
stock) geographic presence through rentable area plus area of centres under fitout.
20. Rentable seats Rentable seats refers to the seats across our centres where we are receiving rent from
clients or could potentially receive rent from clients.
21. Rentable area (msf) Rentable area refers to the SBA across our centres where we are receiving rent from
clients or could potentially receive rent from clients.

22. Occupied seats Occupied seats indicates the total number of seats contracted with our clients in our
rentable area.
23. Occupied area (msf) Occupied area indicates the total SBA contracted with our clients.

24. Occupancy (%) Occupancy percentage measures the percentage of area/seats that is contracted in our
rentable area and is calculated as total occupied area/seats divided by total rentable
area/seats.
25. Steady state occupancy This indicates occupancy of the centres which are more than 12 months old.
(%)
26. Revenue - Multi-centre This refers to the clients that have occupied space in more than one centres are
clients (%) considered as multi centre clients.
27. Average Monthly Net This indicates the area vacated by the clients as adjusted by expansion and
churn rate (%) contraction of the area against occupied area at the beginning of the year.

Comparison of the KPI metrics of our Company and our listed peers

Indiqube Spaces Limited

Financial Parameters

Sr.
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
No.
1 Total income 11,029.31 8,676.60 6,012.75
2 Revenue from operations 10,592.86 8,305.73 5,797.38
3 Loss before tax (1,573.03) (3,848.22) (2,279.31)
4 Loss before tax margin (%) (14.26) (44.35) (37.91)
5 Loss after tax (1,396.17) (3,415.08) (1,981.09)
6 Loss after tax margin (%) (12.66) (39.36) (32.95)
7 EBITDA 6,601.87 2,634.23 2,582.27
8 EBITDA (Operational) 6,165.42 2,263.36 2,366.90
9 EBITDA margin (Operational) (%) 58.20 27.25 40.83
10 Cash EBIT 1,145.30 1,133.23 477.03
11 Cash EBIT margin (%) 10.81 13.64 8.23
Brokerage expenses to Revenue from operations
12 2.44 2.07 1.94
(%)
13 Net debt 3,379.27 1,635.67 6,127.00
14 Capital employed 3,348.16 2,942.00 3,045.99
15 Return on Capital Employed (%) 34.21 38.52 15.66
Notes
145
1. Total income means sum of revenue from operations and other income for the period.
2. Revenue from operations means revenue from rental income, margin revenue on finance lease, electricity charges, maintenance charges,
sale of goods and other ancillary services for the period.
3. Loss before tax means loss for the period before tax.
4. Loss before tax margin is calculated as loss before tax divided by total income.
5. Loss after tax means loss for the period after tax.
6. Loss after tax margin is calculated as loss after tax divided by total income.
7. EBITDA is calculated as loss after tax plus tax expense, finance cost, depreciation and amortisation expense for the period.
8. EBITDA (Operational) is calculated as EBITDA less other income for the period.
9. EBITDA margin (Operational) is calculated as EBITDA (Operational) divided by revenue from operations.
10. Cash EBIT is calculated as EBITDA (before loss on fair value of financial liabilities) less payment of lease liabilities (including interest).
11. Cash EBIT margin is calculated as cash EBIT divided by revenue from operations.
12. Brokerage expense to revenue from operations is calculated as brokerage expenses divided by revenue from operations.
13. Net debt is calculated as total borrowings minus cash and cash equivalents and bank balances other than cash and cash equivalents for
the period.
14. Capital employed is calculated as total equity plus net debt.
15. Return on capital employed (%) is calculated as Cash EBIT divided by capital employed.

Operating Parameters

Sr.
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
No.
1 Active stock (msf) 6.92 5.52 4.39

2 Number of seats (under active stock) 1,53,830 1,22,766 97,537

3 Centres (under active stock) 105 85 70

4 Cities (under active stock) 14 12 10

5 Rentable seats 1,39,183 1,18,530 94,410

6 Rentable area (msf) 6.26 5.33 4.25

7 Occupied seats 1,18,467 95,076 79,002

8 Occupied area (msf) 5.33 4.28 3.56

9 Occupancy (%) 85.12 80.21 83.68

10 Steady state occupancy (%) 86.50 90.06 93.50

11 Revenue - Multi-centre clients (%) 44.01 40.43 35.16

12 Average Monthly Net churn rate (%) (0.23) (0.09) 1.00

Notes
1. Active stock means the rentable SBA plus SBA under fitout.
2. Number of seats under active stock means the maximum number of seats available across active stock.
3. Centres under active stock refers to the total number of individual centres with rentable area plus area of centres under fitout.
4. Cities under active stock indicates the total number of cities in which we have geographic presence through rentable area plus area of
centres under fitout.
5. Rentable seats refers to the seats across our centres where (i) we are receiving rent from clients or (ii) could potentially receive rent from
clients.
6. Rentable area refers to the SBA across our centres where (i) we are receiving rent from clients or (ii) could potentially receive rent from
clients.
7. Occupied seats means the total number of seats contracted with our clients in our rentable area.
8. Occupied area means the total SBA contracted with our clients.
9. Occupancy % is calculated as occupied area/seats divided by rentable area/seats.
10. Occupancy of the centres which are more than 12 months old is considered as steady state occupancy.
11. Clients which have occupied space in more than one centres are considered as multi centre clients.
12. Average monthly net churn rate is calculated as the occupied area terminated or contracted by the clients less the occupied area expanded
by the clients divided by the average monthly occupancy for the year/period.

Awfis Space Solutions Limited

Financial Parameters

146
 Sr.
Particulars Fiscal 25 Fiscal 2024 Fiscal 2023
No.
1 Total income 12,607.46 8,748.03 5,657.87

2 Revenue from operations 12,075.35 8,488.19 5,452.82

3 Profit/Loss before tax 687.60 (175.67) (466.37)

4 Profit/Loss before tax margin (%) 5.45 (2.01) (8.24)

5 Profit/Loss after tax 678.70 (175.67) (466.37)

6 Profit/Loss after tax margin (%) 5.38 (2.01) (8.24)

7 EBITDA 4,555.89* 2,713.94 1,760.63

8 EBITDA (Operational) 4,023.78* 2,454.10 1,555.58

9 EBITDA margin (Operational) (%) 33.32 28.91 28.53

10 Cash EBIT 1,561.57* 709.03 156.49

11 Cash EBIT margin (%) 12.93 8.35 2.87

12 Brokerage expenses to Revenue from operations (%) NA 1.58 2.38

13 Net Debt (583.12) (251.53) (262.26)

14 Capital employed 4,009.07 2,262.78 1,431.38

15 Return on Capital Employed (%) 38.95 31.33 10.93

* EBITDA, EBITDA (Operational) and Cash EBIT does not include exceptional items

Operational Parameters

Sr.
Particulars Fiscal 25 Fiscal 2024 Fiscal 2023
No.
1 Active Stock (msf) 7.80 5.60 3.50

2 Number of seats (under active stock) 1,52,572 110,540 68,203

3 Centres (under active stock) 230 181 119

4 Cities (under active stock) 18 17 16

5 Rentable seats 1,34,121 95,030 NA

6 Rentable area (msf) 6.90 4.80 NA

7 Occupied seats 1,11,378 78,483 51,140

8 Occupied area (msf) NA NA NA

9 Occupancy % 73.00 71.00 74.98

10 Steady state occupancy (%) 84.00 84.00 83.30

11 Revenue - Multi-center clients (%) 40.00 36.00 NA

12 Average Monthly Net churn rate (%) NA 1.20 1.34

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 Source: All the financial and operational information for the listed industry peer mentioned above is on a consolidated basis and is
sourced/derived from the financial statements, prospectus and investor presentations of the company for the years ended March 31, 2023,
March 31, 2024 and March 31, 2025 submitted to stock exchanges, their website and at the listing of the Initial Public Offering (IPO) with
SEBI.
NA refers to parameter for Awfis Space Solutions Limited not available as the parameter is not disclosed.

VIII. Weighted average cost of acquisition, floor price and cap price

A. Price per share of our Company (as adjusted for corporate actions, including bonus issuance) based on
primary issuances of Equity Shares or convertible securities during the 18 months preceding the date
of this Red Herring 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:

The details of the Equity Shares, excluding shares issued under the employee stock option plan of the Company,
during the 18 months preceding the date of this certificate, where such issuance is equal to or more than 5% of
the fully diluted paid-up share capital of the Company (calculated on the pre-Offer capital before such
transaction(s) and excluding employee stock option granted but not vested), in a single transaction or multiple
transactions combined together over a span of rolling 30 days are as follows:

Date of Name of Number Face Issue Nature of Nature of Total

Allotment Allotee of shares value price per Allotment Consideration Consideration
transacted (₹) Equity (in ₹ million)
Share (₹)
Conversion
Aravali of Series A
May 16,
Investment 40,566,560 1 22.18 CCPS into NA 899.83
2025
Holdings Equity
Shares
Conversion
of Series A
May 16, Ashish
900,876 1 22.20 CCPS into NA 20.00
2025 Gupta
Equity
Shares
Total 41,467,436 919.83
Weighted average cost of acquisition (Total consideration/ Total number of 22.18
Equity Shares transacted)

B. Price per share of our Company (as adjusted for corporate actions, including bonus issuance) based on
primary issuances of Equity Shares or convertible securities (excluding gifts) involving our Promoters,
Promoter Group members during the 18 months preceding the date of this Red Herring Prospectus,
where such issuance 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 transactions), 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 Preference Shares, where the
Shareholder(s) having the right to nominate Director(s) on our Board, are a party to the transaction, during
the 18 months preceding the date of this Red Herring 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), in a single transaction or multiple transactions combined together over a
span of rolling 30 days.

C. Last five primary or secondary transactions of Specified Securities within the last three years

Since there are transactions to report under (A) and (B) above, therefore, information on price per
equity share for the last five secondary transactions (secondary transactions the Promoter (also the
Promoter Selling Shareholder), or Promoter Selling Shareholders or other Shareholder(s) having the
right to nominate director(s) to the Board of the Company, are a party to the transaction, not older

148
 than three years prior to the date of the Red Herring Prospectus irrespective of the size of transactions
does not require disclosure.

D. The Floor Price is [●]* times and the Cap Price is [●]* times the weighted average cost of acquisition at
which the Equity Shares were issued by the Company, or acquired or sold by the Promoter (also the
Promoter Selling Shareholder), Promoter Selling Shareholders or other shareholders with the right to
nominate directors on the board are disclosed below:

Weighted average
cost of acquisition Floor price in Cap price in
Past transactions
per Equity Share (in ₹[●]1 ₹[●]1
₹)
Weighted average cost of acquisition for last 18 months 22.18 [●] times [●] times
for primary / new issue of shares (equity/convertible
securities), excluding shares issued under an employee
stock option plan/employee stock option scheme and
issuance of bonus shares, during the 18 months preceding
the date of filing of this Red Herring Prospectus, where
such issuance 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 days2
Weighted average cost of acquisition for last 18 months NA [●] times [●] times
for secondary sale / acquisition of shares
(equity/convertible securities), where promoter /
promoter group entities or shareholder(s) having the right
to nominate director(s) in our Board are a party to the
transaction (excluding gifts), during the 18 months
preceding the date of filing of this Red Herring
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 days2
Note: Pursuant to the certificate dated July 17, 2025, issued by S K Patodia & Associates LLP, Chartered Accountants.
1.
Details have been left intentionally blank as the Floor Price and Cap Price are not available as on date.
2.
Not Applicable as there are no such transactions.

Detailed explanation for Offer Price/Cap Price being [●] price of weighted average cost of acquisition of
primary issuance price/secondary transaction price of Equity Shares (as set out above) along with our
Company’s key financial and operational metrics and financial ratios Fiscals 2025, 2024 and 2023.

[●]*
*
To be included on finalisation of Price Band

Explanation for Offer Price/Cap Price being [●] price of weighted average cost of acquisition of primary
issuance price/secondary transaction price of Equity Shares (as set out above) in view of the external factors
which may have influenced the pricing of the Offer.

[●]*
*
To be included on finalisation of Price Band

The Offer price is [●] times of the face value of the Equity Shares

The Offer Price of ₹ [●] has been determined by our Company in consultation with the BRLMs, on the basis of
market demand from investors for Equity Shares through the Book Building Process.

149
Investors should read the abovementioned information along with “Risk Factors”, “Our Business”,
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Financial
Statements” on pages 38, 241, 407 and 340, respectively, to have a more informed view.

150
 STATEMENT OF SPECIAL TAX BENEFITS

The Board of Directors, Walker Chandiok & Co LLP

Indiqube Spaces Limited 5th Floor, 65/2, Block “A”,
(Formerly known as Indiqube Spaces Private Limited, Bagmane Tridib, Bagmane
Innovent Spaces Private Limited) Tech Park, CV Raman
Plot No. 53, Ground Floor, CareerNet Campus Nagar, Bengaluru 560093
Kariyammana, Agrahara Road Karnataka, India
Devarabisanahalli, Outer Ring Road
Bengaluru, Karnataka 560103D T +91 80 4243 0700
F +91 80 4126 1228

24 June 2025

Subject: Statement of special tax benefits ('the Statement') available to Indiqube Spaces Limited (formerly
known as Indiqube Spaces Private Limited, Innovent Spaces Private Limited) ('the Company') and its
shareholders prepared in accordance with the requirement under Schedule VI –Part A - Clause (9) (L) of
Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018
('the SEBI ICDR Regulations')

This report is issued in accordance with the Engagement Letter dated 15 October 2024.

We hereby report that the enclosed Annexure II and III prepared by the Company, initialled by us for
identification purpose, states the special tax benefits available to the Company and its shareholders, under direct
and indirect taxes (together 'the Tax Laws'), presently in force in India as on the date of this letter, which are
defined in Annexure I. These special tax benefits are dependent on the Company and its shareholders fulfilling
the conditions prescribed under the relevant provisions of the Tax Laws. Hence, the ability of the Company and
its shareholders to derive these special tax benefits is dependent upon their fulfilling such conditions, which is
based on business imperatives the Company may face in the future and accordingly, the Company and its
shareholders may or may not choose to fulfil.

The benefits discussed in the enclosed Annexures II and III cover the special tax benefits available to the
Company and its shareholders and do not cover any general tax benefits available to the Company and its
shareholders. Further, the preparation of the enclosed Annexure II and III and its contents, which is to be
included in the Red Herring Prospectus and the Prospectus, is the responsibility of the Management of the
Company and has been approved by the Board of Directors of the Company at its meeting held on 23 December
2024. We were informed that the 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. Further, the benefits discussed in
the Annexures II and III are not exhaustive. In view of the individual nature of the tax consequences and
the changing tax laws, each investor is advised to consult his or her own tax consultant with respect to the specific
tax implications arising out of their participation in the proposed initial public offering of equity shares of the
Company (the “Proposed Offer”) 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 special tax benefits, which an investor
can avail. Neither we are suggesting nor advising the investors to invest money based on the Statement.

We conducted our examination in accordance with the “Guidance Note on Reports or Certificates for Special
Purposes (Revised 2016)” (the 'Guidance Note') issued by the Institute of Chartered Accountants of India. The
Guidance Note requires that we comply with ethical requirements of the Code of Ethics issued by the Institute of
Charted Accountants of India.

We have complied with the relevant applicable requirements of the Standard on Quality Control ('SQC') 1, Quality
Control for Firms that perform Audits and Reviews of Historical Financial information, and Other Assurance and
Related Services Engagements.

We do not express any opinion or provide any assurance as to whether:

1 the Company and its shareholders will continue to obtain these special tax benefits in future; or
2 the conditions prescribed for availing the special tax benefits where applicable, have been/would be met with.

151
The contents of the enclosed Annexures are based on the information, explanation and representations obtained
from the Company, and on the basis of our understanding of the business activities and operations of the Company.

Our views expressed herein are based on the facts and assumptions indicated to us. 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 the Tax Laws 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. We shall not be liable to the Company for any
claims, liabilities or expenses relating to this assignment except to the extent of fees relating to this assignment,
as finally judicially determined to have resulted primarily from bad faith or intentional misconduct. We will not
be liable to the Company and any other person in respect of this Statement, except as per applicable law.

This report is addressed to and is provided to enable the Board of Directors of the Company to include this report
in the Red Herring Prospectus and the Prospectus, prepared in connection with the Offering to be filed by the
Company with the Securities and Exchange Board of India and the concerned stock exchanges where the equity
shares of the Company are proposed to be listed. It is not to be used, referred to or distributed for any other purpose
without our prior written consent.

For Walker Chandiok & Co LLP

Chartered Accountants
Firm Registration No. 001076N/N500013

Narendra Kumar Burad

Partner
Membership No.: 068408

UDIN: 25068408BOMLRZ5542

Bengaluru
24 June 2025

152
 Annexure I
List of Direct and Indirect Tax Laws ("Tax Laws")

[Link] Details of tax laws

Direct Tax Laws:
1. The Income-tax Act,1961 and Income-tax Rules, 1962 (read with Income Tax Rules, circulars,
notifications) as amended by the Finance Act, 2025.
Indirect Tax Laws:
2. The Central Goods and Services Tax Act, 2017, read with the corresponding rules and regulations
3. The Integrated Goods and Services Tax Act, 2017, read with the corresponding rules and regulations
4. The Applicable State Goods and Services Tax Act, 2017, read with the corresponding rules and
regulations
5. The Customs Act, 1962, read with the corresponding rules and regulations
6. The Customs Tariff Act, 1975, read with the corresponding rules and regulations
7. The Foreign Trade (Development and Regulation) Act, 1992 (read with Foreign Trade Policy 2023,
read with the corresponding rules and regulations

For and on behalf of Board of Directors of

Indiqube Spaces Limited (formerly known as Indiqube Spaces Private Limited, Innovent Spaces Private
Limited)

Rishi Das
Designation

Bengaluru
24 June 2025

153
 Annexure - II

Statement of Special Tax Benefits available to Indiqube Spaces Limited (formerly known as Indiqube Spaces
Private Limited, Innovent Spaces Private Limited) ('the Company') and its Shareholders under the applicable
tax Laws in India – The Income-tax Act, 1961 (herein after referred to as "the Act")

Outlined below are the special tax benefits available to the Company and its Shareholders under the Income-tax
Act, 1961 as amended by the Finance Act,2025 (herein after referred to as ‘the Act’) read along with applicable
Income-tax Rules and Circulars and Notifications issued thereunder (hereafter referred to as 'Income Tax
Regulations') (collectively referred as "Income Tax Laws"). These special tax benefits are dependent on the
Company or its shareholders fulfilling the conditions prescribed under the relevant Income Tax Laws.
A. Special tax benefits available to the Company

1. Lower corporate tax rate on income of domestic companies – Section 115BAA of the Act

With effect from Assessment year 2020-21 relevant to Financial Year 2019-20 a company has an option to
pay income tax on its total income at a concessional tax rate of 25.168% (22% Plus surcharge of 10% and
cess of 4%) under section 115BAA of the Act, provided the Company complies with the conditions
prescribed under section 115BAA of the Act.
The following deductions/ exemptions shall not be allowed to the company opting for low tax rates u/s
115BAA of the Act:
i. Deduction under the provisions of Section 10AA of the Act (deduction for units in Special Economic
Zone);
ii. Deduction under clause (iia) of sub-section (1) of Section 32 of the Act (Additional depreciation);
iii. Deduction under Section 32AD, Section 33AB or Section 33ABA of the Act (Investment allowance in
backward areas, Investment deposit account, site restoration fund);
iv. Deduction under sub-clause (ii) or sub-clause (iia) or sub-clause (iii) of sub-section (1) or sub-section
(2AA) or subsection (2AB) of Section 35 of the Act (Expenditure on scientific research);
v. Deduction under Section 35AD or Section 35CCC of the Act (Deduction for specified business,
agricultural extension project);
vi. Deduction under Section 35CCD of the Act (Expenditure on skill development);
vii. Deduction under any provisions of Chapter VI-A of the Act other than the provisions of section 80JJAA
or Section 80M of the Act;
viii. Deduction under Section 80LA of the Act other than deduction applicable to a Unit in the International
Financial Services Centre, as referred to in sub-section (1A) of section 80LA of the Act;
ix. Set off of any loss carried forward or depreciation from any earlier assessment year(s), if such loss or
depreciation is attributable to any of the deductions referred from clause (i) to (viii) above; and
x. Set off of any loss or allowance for unabsorbed depreciation deemed so under section 72A of the Act,
if such loss or depreciation is attributable to any of the deductions referred from clause (i) to (viii)
above.

Further, the provisions of Section 115JB of the Act i.e., Minimum Alternate Tax (‘MAT’) shall not apply
where a company has opted to pay tax under Section 115BAA of the Act, as specified under sub-section (5A)
of Section 115JB of the Act. Additionally, the company will not be entitled to utilize any brought forward
MAT credit, if any.

Such option under Section 115BAA once exercised shall apply to all subsequent assessment years and to
avail benefit of Section 115BAA of the Act, Form 10-IC is required to be electronically filed before filing
the Income-tax return for the year in which such option is exercised.
2. Deduction in respect of employment of new employees – Section 80JJAA of the Act
In accordance with and subject to fulfilment of conditions as laid out u/s 80JJAA of the Act, a company shall
be allowed deduction of an amount equal to 30% of additional employee cost incurred in the course of
business in a previous year, for three consecutive years including the year in which such additional employee
cost is incurred.
154
 Additional employee cost means the total emoluments paid or payable to additional employees employed in
the previous year through an account payee cheque or account payee bank draft or by use of electronic
clearing system through a bank account or through such other electronic mode as may be prescribed. These
employees should have total salary not more than Rs. 25,000/- per month and should also be a member of a
recognized provident fund. In addition, company availing the deduction is required to submit the prescribed
form with the Income-tax authorities within the specified due date.

3. Deduction in respect of inter-corporate dividends – Section 80M of the Act

As per the provisions of Section 80M of the Act, if the Company is in receipt of dividend from any other
domestic company or a foreign company or a business trust, in a previous year, it will be allowed to claim a
deduction of amount equal to the said dividend, not exceeding the amount of dividend distributed by the
company on or before one month prior to due date of furnishing the income-tax return under Section 139(1)
of the Act for the relevant previous year.
B. Special tax benefits available to the Shareholders of the Company

1. Taxation of dividend
Dividend income earned by the Shareholders would be taxable in their hands at the applicable tax rates,
surcharge, and cess. Further, in case of domestic corporate shareholder, deduction under Section 80M of the
Act would be available as discussed above. The shareholders would be entitled to take credit of the any Tax
Deducted at Source on Dividend, by the Company.

2. Taxation of Capital Gains

• Tax on Long-term Capital Gain (LTCG) – Section 112A

As per provisions of Section 112A of the Act, long-term capital gains arising from the transfer of listed
equity shares on or after 23 July 2024 on which securities transaction tax ("STT") is paid at the time of
acquisition and transfer and fulfilment of other prescribed conditions (including Notification No.
60/2018/[Link].370142/9/2017-TPL dated 1 October 2018), shall be taxed at 12.5% (plus applicable
surcharge and cess) on such capital gains exceeding INR 1,25,000/- in a financial year.
• Tax on Short-term Capital Gain (STCG) – Section 111A
As per provisions of Section 111A of the Act, short-term capital gains arising from the transfer of equity
shares of a Company through a recognised stock exchange on or after 23 rd July 2024 which is subject to
STT at the time of sale shall be taxed at the rate of 20% (plus applicable Surcharge and cess).
3. Taxation in case of non-resident shareholders
Taxation of long term and short-term capital gain is similar to that of taxation in hands of resident share
holder except of the followings.
• The first proviso to Section 48 of the Act entitles a non-resident to factor in the effects of exchange rate
fluctuation while computing the capital gains in the manner prescribed in the Income tax regulations,
where the shares are purchased in foreign currency. Further, as per the third proviso to Section 48 of the
Act, the benefits of first proviso i.e., effects of exchange rate fluctuation to Non-resident is not available
in case of long-term capital gain on sale of listed equity shares or a unit of an equity-oriented fund or a
unit of a business trust u/s 112A of the Act.

• Section 90(2) of the Act entitles a non-resident shareholder to be governed by the beneficial provisions
under the Double Taxation Avoidance Agreement ("DTAA"), if any, executed between India and the
country of resident of the shareholder, in accordance with and subject to fulfilment of conditions as laid
out in the section.

• Any income by way of capital gains/ dividends accruing to non-residents may be subject to withholding
tax per the provisions of the Act or under the relevant DTAA, whichever is beneficial. The non-resident
shareholders may be able to avail credit of any taxes paid in India, in their respective country of residence,
subject to local laws of that country.

4. Capping on surcharge rate:

155
 The surcharge payable by shareholders who are individuals, Hindu Undivided Family, Association of
Persons, Body of Individuals, whether incorporated or not and every artificial juridical person, ranges from
0% to 37% based on their respective total income and subject to provisions of 115BAC of the Act. However,
the surcharge on dividend and capital gains would be restricted to 15%, irrespective of the quantum of
dividend and capital gains.

Notes:

1. These special tax benefits are dependent on the Company or its shareholders fulfilling the conditions
prescribed under the relevant provisions of the Act. Hence, the ability of the Company or its shareholders to
derive the tax benefits is dependent upon fulfilling such conditions, which based on the business imperatives,
the Company or its shareholders may or may not choose to fulfil.

2. The special tax benefits discussed in the statement are not exhaustive and is only intended to provide general
information to the investors and hence, is neither designed nor intended to be a substitute for professional
tax advice. In view of the individual nature of the tax consequences and the changing tax laws, each investor
is advised to consult his or her or their own tax consultant with respect to the specific tax implications arising
out of their participation in the issue.
3. The Statement has been prepared on the basis that the shares of the Company are proposed to be listed on a
recognized stock exchange in India.

4. The Statement is prepared on the basis of information available with the Management of the Company and
there is no assurance that:

i. the Company or its shareholders will continue to obtain these benefits in future;
ii. the conditions prescribed for availing the benefits have been/ would be met with; and

iii. the revenue authorities/courts will concur with the view expressed herein.

5. This Statement covers only certain relevant direct tax law benefits and does not cover any indirect tax law
benefits or benefit under any other law.
6. In respect of non-resident shareholders, the tax rates and consequent taxation will be further subject to any
benefits available under the relevant Double Tax Avoidance Agreement(s), if any, between India and the
country in which the non-resident has fiscal domicile.

7. The above views are based on the existing provisions of law and its interpretation, which are subject to
change from time to time. We do not assume responsibility to update the views consequent to such changes.

8. The above Statement of Special Tax Benefits sets out the provisions of law 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.

9. No assurance is provided that the revenue authorities/ courts will concur with the views expressed herein.

156
 Annexure III

STATEMENT OF SPECIAL TAX BENEFITS AVAILABLE TO THE COMPANY AND ITS

SHAREHOLDERS UNDER THE APPLICABLE INDIRECT TAX REGULATIONS IN INDIA

Benefits available to M/s. Indiqube Spaces Limited (formerly known as Indiqube Spaces Private Limited,
Innovent Spaces Private Limited) ('the Company'), and the shareholders of the Company under the Central
Goods and Services Tax Act, 2017, Integrated Goods and Services Tax Act, 2017, respective State Goods and
Services Tax Act, 2017, Customs Act, 1962, Customs Tariff Act, 1975 as amended read with the rules and
regulations under each of these statutes, the Foreign Trade (Development and Regulation) Act, 1992 (read with
Foreign Trade Policy 2023 (collectively referred to as “Indirect Tax Regulations”) read with Rules, Circulars and
Notifications are as under:

A. Special tax benefits available to the Company under the Indirect Tax Regulations in India

1. Benefits under the Central Goods and Services Tax Act, 2017, respective State Goods and Services Tax
Act, 2017, Integrated Goods and Services Tax Act, 2017 (read with relevant Rules prescribed
thereunder)

Under the Goods and Services Tax (“GST”) regime, all supplies of goods and services made to SEZ unit for
authorized operations are classified as Zero-rated supplies. The Company can affect zero-rated supplies under
with-payment or under Bond/ Letter of Undertaking (LUT) without payment of GST.

Hence, the Company has availed the benefit of supply of services under Bond/ Letter of Undertaking (LUT)
without payment of GST.

B. Special tax benefits available to the Shareholders of the Company

There are no special tax benefits available to shareholders for investing in the shares of the Company.

(This space is left blank intentionally)

157
Notes:

1. The special tax benefits are dependent on the Company or its shareholders fulfilling the conditions prescribed
under the relevant provisions of the Indirect Tax Regulations. Hence, the ability of the Company or its
shareholders to derive the tax benefits is dependent upon fulfilling such conditions, which based on the
business imperatives, the Company or its shareholders may or may not choose to fulfil.

2. The special tax benefits discussed in the Statement are not exhaustive and is only intended to provide general
information to the investors and hence, is neither designed nor intended to be a substitute for a professional
tax advice. In view of the individual nature of the tax consequences and the changing tax laws, each investor
is advised to consult his or her own tax consultant with respect to the specific tax implications.

3. The Statement has been prepared on the basis that the shares of the Company are to be listed on a recognized
stock exchange in India and the Company will be issuing equity shares.

4. The Statement is prepared on the basis of information available with the Management of the Company and
there is no assurance that:

i. The Company or its shareholders will continue to obtain these benefits in future
ii. The conditions prescribed for availing the benefits have been/ would be met with; and
iii. The revenue authorities / courts will concur with the view expressed herein.

5. The above views are basis the provisions of law, their interpretation and applicability as on date, which may
be subject to change from time to time.

6. 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.

For and on behalf of Board of Directors of

Indiqube Spaces Limited
(formerly known as Indiqube Spaces Private Limited, Innovent Spaces Private Limited)

Rishi Das
Designation

Bengaluru
24 June 2025

158
 SECTION IV: ABOUT OUR COMPANY

INDUSTRY OVERVIEW

Unless otherwise indicated, industry and market data used in this section has been derived from industry
publications, in particular, the report titled “Industry Report on Flexible Workspaces Segment In India” dated
June 2025 (the “CBRE Report”) prepared and issued by CBRE. The CBRE Report has been exclusively
commissioned and paid for by us pursuant to the engagement letter dated November 22, 2024 in connection with
the Offer. CBRE is an independent agency which has no relationship with our Company, our Promoters, any of
our Directors or Key Managerial Personnel or Senior Management Personnel or the Book Running Lead
Managers, except in relation to the ordinary course of our business. A copy of the CBRE Report is available on
the website of our Company at www.//[Link]/investor/ and has also been included in “Material Contracts
and Documents for Inspection –Material Documents in relation to the Offer” on page 592. For further
information, see “Risk Factors – Certain sections of this Red Herring Prospectus disclose information from the
CBRE Report which is a paid report and commissioned and paid for by us exclusively in connection with the Issue
and any reliance on such information for making an investment decision in the Issue is subject to inherent risks”
on page 66. Also see, “Certain Conventions, Presentation of Financial, Industry and Market Data and Currency
of Presentation – Industry and Market Data” on page 21.

Overview of Commercial Real Estate & Flexible Workspace Sector in APAC

Asia Pacific (APAC) Economy Overview

Asia-Pacific (APAC) region1 contributes approximately 35% of the world’s GDP (Gross Domestic Product) and
56% to the world’s population in CY2024. (Source: IMF, Data Mapper, April 2025) 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 inflation (average consumer prices) at 4.3% in CY2024, a decrease from 4.8% inflation in
CY2023. This decline is driven by reducing commodity prices and rising domestic demand surpassing pre-
pandemic levels. (Source: IMF, Data Mapper, April 2025)

As per the IMF, the Asia Pacific region’s GDP is projected to grow by 3.9% in CY2025, outpacing the projected
world growth rate of 3.3%. India is forecast to grow by 6.2% in CY2025 driven by continued investment and
growing private consumption. (Source – IMF Data Mapper, World Economic Outlook, April 2025) The positive
outlook is based on sustained growth of the Services Sector (including the expansion of Global Capability Centres
(GCC)), and an expected strengthening of the manufacturing sector, supported by Government initiatives.2
(Source: World Bank, India Development Update: India’s Trade Opportunities in a Changing Global Context,
September 2024)

As per the IMF, India’s GDP growth rate is forecast to outpace the growth of Emerging Asia 3, as highlighted
below:

1
APAC Region includes Australia, New Zealand, Japan, Hong Kong SAR, Korea, Taiwan Province of China, Singapore, Bangladesh, Brunei
Darussalam, Cambodia, China (People’s Republic of), India, Indonesia, Lao PDR, Malaysia, Myanmar, Mongolia, Nepal, Philippines, Sri
Lanka, Thailand, Vietnam and pacific island countries – Fiji, Kiribati, Marshall Islands, Micronesia, Nauru, Palau, Papua New Guinea,
Samoa, Solomon Islands, Tonga, Tuvalu, Vanuatu (Source – IMF, Regional economic Outlook – Asia and Pacific)
2
The PM Gati Shakti master plan to enhance logistics infrastructure, the Trade Infrastructure for Exports Scheme, and increased tax efficiency
and rationalized tax rates to improve the business environment
3
As per IMF analysis, emerging Asia includes – China, India, Philippines, Indonesia, Malaysia, Thailand, and Vietnam
159
 Emerging Asian Economies - GDP Growth Rates (%)
9.2

7.1
6.5

6.3
6.2

6.1
5.8
5.7
5.5

5.5
5.4

5.3
5.2

5.1

5.1
5.0

5.0

5.0
5.0
4.7
4.7

4.6
4.5

4.5
4.1
4.0
4.0

4.0

4.0
3.9
3.8
3.6

3.5
3.3

3.0
2.8
2.5
2.0

1.8
1.6

Malaysia
India

China

Vietnam

Emerging Asia
Thailand

World
Indonesia
Philippines

Asia and Pacific

2023 2024 2025F 2026F

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 the working
population are facilitating the growth in hiring across the 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)
Average Software Engineer Compensation by Market in USD (2024)

SF Bay Area
New York Metro
Seattle
Boston
Sydney
Paris
Melbourne
Tokyo
Singapore
London
Shanghai
Beijing
Guangzhou
Shenzhen
Hong Kong SAR
Seoul
Bengaluru Base Salary (USD)
Delhi-Gurugram Additional Benefits*
Mumbai
$0 $50,000 $1,00,000 $1,50,000 $2,00,000

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

160
Capitalizing on labour cost arbitrage and availability of talent pool, India remains the global leader in offshoring
with an estimated 5.4 Mn people employed directly through technology-related industries, forecast to contribute
approximately 57-58% share in the global sourcing market in FY2025 as compared to a 55% share in FY2019.
(Source: NASSCOM)

The infrastructure and business environments across key locations in the APAC region position it 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

Supported by rising demand and supply completion, the APAC region had an overall net addition in stock of
approximately 295.3 Mn sq. ft from CY2018 to H1 CY2024. The total recorded office stock in APAC has grown
at a CAGR of 5.4% during the period CY2018 – H1 CY2024.
APAC - Total Grade A Office Stock (CY2018 - H1 CY2024)

1,800
Area (Mn sq. ft.)

1,064 1,112 1,149 1,176

1,200 881 942 1,006

600

-
2018

2019

2020

2021

2022

2023

H1 2024
Source: CBRE as of H1 CY2024
Note: The overall commercial office stock for APAC shown includes only Grade A4 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 Cities5

Total Office Stock (as of H1 CY2024)

Tokyo is amongst the leading markets with a grade A office stock of 284.9 Mn sq. ft. Indian cities such as
Bengaluru, MMR, and Hyderabad are amongst the leading markets after Tokyo in APAC 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.

4
Good quality office developments with NFA normally >1,00,000 sq ft; modern with high quality finishes; flexible layout; large floor plate
(normally >5,000 sq ft); spacious, well decorated lobbies and circulation areas, effective central air-conditioning; good lift services zoned
for passengers and goods deliveries; professional management; parking facilities normally available.
5
To illustrate the key nuances of flexible workspace activity in the APAC region, four prominent cities, namely Seoul, Tokyo, Singapore, and
Manila have been chosen for consideration below based on:
a) Absolute quantum of flexible workspace stock depicting the market size.
b) Nature of the economy; and
c) Similarities with the Indian office market.
161
 Select Global Cities - Total Office Stock (Mn sq. ft.) as of H1 CY2024
284.9

156.4
104.0 89.3
65.5 63.1 62.0 56.2 55.2 46.5 33.8 18.8 12.8

Seoul
Tokyo

Pune

Manila

Delhi
Hyderabad

Gurgaon

Singapore

Noida
Bengaluru

Chennai

Kolkata
Mumbai

Source: CBRE as of H1 CY2024

Notes: (1) For office stock in India, total office stock represents the total completed space (occupied and vacant)
in the market at the end of the quarter/year across Grade A developments only.
(2) For office stock outside India, Seoul includes only Grade A office stock; the remaining regions – Tokyo,
Manila, and Singapore include total stock across all grades
(3) All the above-mentioned office stock figures are in Net Floor Area (NFA); Net floor area includes the whole
space inclusive of common corridors, server rooms, shared amenity areas, etc.

The key office locations in India have witnessed increased interest from occupiers, indicating a growing demand
for quality office spaces. The increasing preference for quality office spaces highlights the evolving expectations
of occupiers and India’s ability to meet those demands.

Cumulative Office Absorption (CY2018 – H1 CY2024)

A growing economy, domestic consumption, relatively affordable rentals and growing demand from domestic
and Multinational Corporations (MNCs) globally have been 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 in terms of absorption, 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
Chennai

Delhi
Pune
Hyderabad

Gurgaon

Noida

Singapore
Bengaluru

Seoul
Tokyo

Mumbai

Kolkata

Source: CBRE
Note: (1) The cumulative absorption figures are in Net Floor Area (NFA) including Grade A stock across all cities
except – Tokyo, Seoul, and Singapore; 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
Backed by demand from domestic firms and multinational corporations, leasing activity in India remained robust,
with absorption for Bengaluru as the highest amongst comparable regions, followed by Hyderabad as of H1
CY2024. In Tokyo, ongoing flight to quality and expansion by domestic occupiers in existing buildings supported
the leasing activity.
Changing Occupier Preferences
Amid growing awareness of the issue of wellness in the office and the need for collaboration and personal
relationships, along with the limitations of working from home such as the unavailability of internet connections,
constraints on household space and risk of data theft, many organizations have experienced a strategic shift from

162
working from home to hybrid or completely in-office models. This has resulted in an increase in demand for high-
quality spaces in the 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.
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. As per CBRE’s 2024 Asia Pacific Office Occupier Survey33, occupiers'
building preferences are skewed towards accessibility and convenience. Key features like public transportation,
sustainability features and onsite F&B are the top three considerations among occupiers seeking to upgrade their
office portfolios.
Prime assets in core locations continue to outperform; Environmental, Social and Governance (ESG) performance
are increasingly sought after. As a result, leasing demand is expected to be concentrated in top-quality assets in
core locations providing direct access to amenities and public transportation along with buildings with ESG
credentials. (Source - CBRE Research, Investing in Asia Pacific Real Estate: Investment Strategies – Structural
vs. Cyclical; August 2024)

Most Sought after Building Features, July 2024

Public transportation access 79%
Sustainable building features and operations 45%
Car parking 34%
Physical
Shared meeting space 24%
Flexible office space 11%
Electric vehicle charging station 8%
Onsite F&B 67%
Access to retail amenities/shopping centres 41%
Building amenity space 27%
Human Outdoor amenities/terrace 16%
Indoor air quality 12%
Fitness facilities 7%
Daycare 7%
Connected Technologies/building apps 9%
Digital Touchless Technologies 1%

Source: CBRE Research, 2024 Asia Pacific Office Occupier Survey; September 2024
Note: Multiple options were allowed; the Survey was conducted between June 6, 2024, and July 12, 2024, ~ No.
of respondents for the above is 128
Flexible Workspace as a Segment in Office: CBRE’s 2024 Asia Pacific Office Occupier Survey 33 also indicates
that more occupiers have incorporated or plan to integrate flexible office space into their portfolios. Over 25%
of respondents stated that the flexible workspace comprises more than 10% of their portfolio. However, this
proportion is expected to increase to 39% over the next three years.6 At an Asia Pacific Level, the survey indicates
that smaller firms (with a number of staff less than 1,000) may allocate 36% of their offices to flex space for key
reasons such as availability of prime location, access to shared amenities, and ease of managing fluctuations in
headcount. (Source - CBRE Research, 2024 Asia Pacific Office Occupier Survey; September 2024)

Use of Flexible workspace over the next three years by company size
(No. of staff)

Small < 1,000 36%

Large (10,000+) 28%
Medium (1,000 - 5,000) 25%
Medium Large (5,000 - 10,000) 12%

Source: CBRE Research, 2024 Asia Pacific Office Occupier Survey, September 2024
Note: The survey was conducted between June 6, 2024, and July 12, 2024, ~ No. of respondents for the above is
71

6
N – 71, some respondents selected unsure as the option
163
Flexible Workspaces – Asia Pacific (“APAC”) Overview:

The flexible workspaces7 market in the APAC region continued to display stable growth in the last few years. The
Asia Pacific flexible workspaces market has remained steady, with the total volume of flexible space in the region
reaching approximately 122 - 124 Mn sq. ft. as of 30th June 2024.
APAC - Total Flexible Workspace Stock (CY2019 - H1 CY2024)
150.0
122 - 124
120.0 114 - 116
102 - 104
Area (Mn sq. ft.)

95 - 97
85 - 87
90.0 78 - 80

60.0

30.0

-
2019

2020

2021

2022

2023

H1 2024
Source: CBRE, H1 CY2024
Note – Flexible Workspaces includes serviced offices and co-working space located in both office and non-office
space; for India – Flexible Workspaces includes Flexible workspace centres located in both office and non-office
space. The stock number above includes total stock across all grades; the stock includes 19 Asia Pacific markets:
Beijing, Shanghai, Shenzhen, Guangzhou, Hong Kong SAR, Taipei, Seoul, Tokyo, Singapore, HCMC, Hanoi,
Bangkok, Manila Makati and Fort Bonifacio, Sydney, Melbourne and Auckland and Indian markets – Bengaluru,
Chennai, Delhi, Gurgaon, Noida, Hyderabad, Kolkata, Mumbai and Pune.

Major industry sectors driving demand for flexible workspace include technology and finance followed by the
business services sector.

Tenant Sector Absorption - Flexible Office Space in Asia Pacific* (for H1 CY 2024)

Technology
Others 25%
30%

Life Sciences Business Services

6% 12%

Retail Finance
9% 18%

Source: CBRE, H1 CY2024

Note: The % highlighted above is based on enterprise customer contracts in H1 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

7
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.
164
and logistics, Healthcare and life science, Resource, Education, Public/extraterritorial organizations, Industrial,
Hotels, restaurants & Leisure and consumer products

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 in terms of quantum of flexible
workspace stock, 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.

Select Major APAC Cities - Total Flexible Workspace Stock (Mn sq. ft.)
22.0 - 24.0
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
Hyderabad

Noida
Pune

Delhi
Gurgaon

Seoul

Singapore
Bengaluru

Kolkata
Tokyo

Chennai

Manila
Mumbai

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. in Tier 1
cities as of H1 CY2024 (across the top 9 cities – Bengaluru, Mumbai, Hyderabad, Pune, Chennai, Kolkata, Delhi,
Gurgaon & Noida)

As highlighted in subsequent sections, favorable demographics, availability of quality talent pool and relative
competitive cost for talent 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-efficient operations. This may
also support the existing demand for flexible workspace solutions.

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). India is forecast to
record a GDP of approximately USD 4.18 trillion (FY2026F8). For FY2024, India had a Gross Domestic Product
(GDP) growth rate of 9.2% compared to the world’s growth of 3.5%, demonstrating a strong economic rebound
post-COVID-19. This growth is driven by increasing domestic demand and employment surpassing pre-pandemic
levels, rising service exports and the country’s digital and Government infrastructure. India’s economy is
projected to grow by 6.5% in FY2025. (Source: IMF, April 2025)

India is forecast to become the third-largest economy in the next 3 - 4 years with a projected GDP of USD 5.58
trillion in CY2028, surpassing Germany with forecast GDP of USD 5.25 trillion for CY2028. (Source: IMF Data
Mapper, April 2025)
8
FY2026 – Fiscal Year 2026 ~ 1st April 2025 to 31st March 2026. While FY2026F refers to the forecast for April 2025 to March 2026
165
 India GDP Size and Growth (FY2008 - FY2027F)

5,000 9.7% 12%

9.2%
4,500 8.5% 8.3% 10%
7.7% 7.9% 7.4% 8.0% 6.8% 6.5%
7.6%
4,000 6.4% 6.5% 6.2% 6.3% 8%
5.2% 5.5%
3,500 3.9% 6%
3,000 4%
USD bn

2,500 3.1%
2%
2,000 0%
1,500 -2%
1,000 -4%
500 -6%
-5.8%
0 -8%

FY2026F

FY2027F
FY2012
FY2008

FY2009

FY2010

FY2011

FY2013

FY2014

FY2015

FY2016

FY2017

FY2018

FY2019

FY2020

FY2021

FY2022

FY2023

FY2024

FY2025
GDP (USD bn) Growth Rate (%)
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)

Major World Economies - GDP Growth Rates (%)

9.2
6.5
6.3
6.2

5.4
5.0

4.4
4.1
4.1
4.0
4.0

3.5
3.4

3.3
3.2

3.0
2.9
2.8

2.8
2.1

2.1
2.0
2.0

2.0
1.9
1.8

1.8
1.7
1.6

1.6
1.5

1.5
1.5
1.5

1.5
1.4

1.4
1.2
1.1

1.1
1.1
1.0
0.9

0.6

0.6
0.6
0.4

0.1
India China Brazil Russia Australia Singapore USA EU Canada UK Japan World
2023 2024 2025F 2026F

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)

Despite geopolitical tensions, ongoing conflicts, and trade policy risks that continue to pose significant challenges
to global economic stability, India displayed steady economic growth, (Source: Economic Survey, 2024-25,
Department of Economic Affairs, January 2025)
Further, the World Bank forecasts the Indian economy to grow in the medium term, assuming gradual
improvements in the global environment, no major external shocks, and a positive boost from recently adopted
policies. The positive outlook is based on sustained growth of the Services Sector (including the expansion of
Global Capability Centres (GCC)), and an expected strengthening of the manufacturing sector, supported by
Government initiatives.9(Source: World Bank, India Development Update: India’s Trade Opportunities in a
Changing Global Context, September 2024)
However, its important to note, there are currently numerous geopolitical tensions across the world, the outcomes
of which are uncertain, with a potential of rapid escalation which could produce a significant impact on global
trade and economies. Further, trade tariffs have recently been implemented between major global economies, and
there is uncertainty on how future tariffs may eventuate. These factors have created significant risk to global
economic conditions. How these events may impact the Indian economy is unknown, and there is an increased
uncertainty to forecasts.

9
The PM Gati Shakti master plan to enhance logistics infrastructure, the Trade Infrastructure for Exports Scheme, and increased tax efficiency
and rationalized tax rates to improve the business environment.
166
Key Economic Indicators of India
Inflation Environment - Inflation has increased in most of the Western economies post-COVID-19, primarily
due to the disruption in global supply chains, supply-demand imbalances post-pandemic and rising geopolitical
conflicts. Retail inflation in India has followed a steady downward path over the past three financial years, falling
from 6.7% in FY2023 to 5.4% in FY2024, and further to 4.7% in FY2025. (Source: IMF Data Mapper, October
2024; Ministry of Finance, April 2025). RBI forecast inflation to be 4.0% in 2025-26 with quarterly estimates at
3.6% in Q1, 3.9% in Q2, 3.8% in Q3, ands 4.4% in Q4. (Source: Press release, RBI Issues April 2025 Policy
Update, April 2025).
Major World Economies - Inflation

9.3
8.4

7.3

6.6
6.3
5.9

5.7
5.6
5.5
5.4

5.3

4.8
4.7

4.6
4.4
4.3

4.3
4.2
4.1

4.1

3.9

3.6
3.5

3.3
3.2

3.1
3.0
3.0

2.7
2.6
2.5

2.5

2.5
2.4

2.4

2.4

2.4
2.2
2.1

2.1
2.0

1.7
1.5
1.3
0.6
0.2
0.2
0.0

India China Brazil Russia Australia Singapore USA EU Canada UK Japan World
2023 2024 2025F 2026F

Source: IMF estimates, Data Mapper, 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)
Interest Rates Environment - The RBI increased the repo rate (Repurchasing option rate) to 250 bps (in phases)
from 4.0% in January 2022 to 6.5% in February 2023 as a measure to curb rising inflation. The Monetary Policy
Committee, following an in-depth evaluation of the changing macro-economic and financial conditions, along
with the economic forecast, has decided to lower the policy repo rate by 50 basis points, adjusting it from 6.50%
to 6% as of April 9, 2025. (Source: RBI Bulletin, May 2025) This was further reduced by 50 basis points to 5.5%
as of 6th June 2025, in consideration of softened inflation rates over the last six months. (Source: RBI, Monetary
Policy Update, June 2025) The reverse repo rate continues to be stable at 3.35% from April 2023 to March 2025.
(Source: RBI Bulletin, May 2025)
Depreciation of Indian Currency against US Dollar - India’s foreign exchange reserves recorded a figure of
USD 696.6 billion, as of 6th June 2025. (Source: RBI, June 2025) Following a significant contraction due to the
COVID-19 pandemic, the Indian economy has exhibited recovery. The demand for services, domestic
consumption, investments in public infrastructure, and technological advancements continued to fuel India's
economic growth. (Source: World Bank, India Development Update: India’s Trade Opportunities in a Changing
Global Context, September 2024) The graph below illustrates the CAGR depreciation of the local currency of
various countries against the USD.
Source: Bilateral Exchange Rates,10 January 2025
Depreciation against USD
75.0% 66.7%
(CAGR - CY2015 - CY2024)
50.0%
32.0%
25.0%
5.0%
0.0% 0.0% 1.2% 1.5% 1.6% 1.8% 1.9% 2.2% 2.5% 3.0% 3.0% 3.3%
0.0%
-1.5%
-25.0%
Australia

Mexico

Argentina
India
China

Korea

Russia

Turkiye
Japan
United Kingdom

Saudi Arabia

Indonesia

South Africa

Brazil
European Union
Canada

Key Demographic Indicators

10
Bank for International Settlements (2025), Bilateral exchange rates, BIS WS_XRU 1.0 (data set), [Link]
(accessed on 28 January 2025).
167
India’s Population - India's population grew from 1.26 billion people in 2011 to 1.44 billion in 2024, a CAGR
of 1.06% over the period, and is now 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. (Source: UNFPA)

Urbanization - The share of the urban population in India grew from 31% in 2012 to 36% in 2023 and is forecast
to increase to approximately 40% or 600 million people by 2036. (Source: World Bank Open Data)
India's Population and Urbanization Rate
1.6 35% 36% 40%
31%
Total Population (in bn)

35%
28%

Urbanization Rate
1.2 26% 30%
23%
20% 25%
18%
0.8 20%
1.41 1.43
1.26 15%
1.08
0.4 0.85 10%
0.68
0.55
0.40 5%
0.0 0%
1961 1971 1981 1991 2001 2011 2021 2023

Source: World Bank – Data as of July 2025, IMF Estimates, April 2025

Availability of Skilled Workforce - India has one of the largest higher education systems in the world and is
ranked second in terms of higher education11 network. (Source: Ministry of Education, Study in India) India had
approximately 265 million students across 1.5 million schools and 11.31 million graduates in 2022. The total
number of those enrolled in higher education increased to nearly 43.3 million in 2022 from 34.2 million in 2015,
growing at a CAGR of 3.4% during the period. (Source: Ministry of Education, AISHE 2021-2022)

According to NASSCOM, in FY2023 India had one of the world’s largest annual supply of Science, Technology,
Engineering & Management (STEM) graduates at over 2.5 million. Based on the availability of technology-skilled
workforce, India is ranked 2nd globally as per the 2023 AT Kearney Global Locations Service Index. (Source:
NASSCOM, Strategic Review 2024)

Gross Enrolment ratio - India has an estimated gross enrolment ratio (GER) 12 of 28.4% for higher education as
of 2022. The National Education Policy implemented in 2020 has been designed to give a boost to GER with a
target of 50% GER by 2035. (Source: All India Survey on Higher Education, 2021-2022) The forecast GER is
anticipated to increase the availability of the talent pool in India.

India's Gross Enrolment Ratio (GER) - Historical & Expected

0.6 50.0%
Gross Enrolment
Ratio (in %)

0.4
24.9% 25.6% 27.3% 28.4%
24.6%
0.2

0.0
FY2018 2019 2020 2021 2022 2035F
Source: All India Survey on Higher Education, 2021-2022

Growing per capita income in India - India’s per capita income has witnessed growth over the past few years.
The per capita Gross National Income in India grew from INR 1,17,131 in FY2017 to INR 2,12,981 in FY2024.

11
The term ‘higher education’ with respect to India denotes the tertiary level education that is imparted after 12 years of schooling (10 years
of primary education and 2 years of secondary education).
12
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.
168
(Source: National Accounts Statistics 2025, Ministry of Statistics and Programme Implementation, May 2025)
Further, per capita income in India is estimated to grow to INR 2,31,711 by FY2025 (Source: Second Advance
Estimates of Gross Domestic Product for 2024-25, Ministry of Statistics and Programme Implementation,
February 2025)

Per Capita Gross National Income in India at current prices (in INR)

2,31,711
2,12,981
1,91,773
1,70,392
1,48,475

1,44,512
1,40,899
1,28,655
1,17,131

FY2025F
FY2017

FY2018

FY2019

FY2020

FY2021

FY2022

FY2023

FY2024
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

Growing income levels in India have led to an increase in the number of millionaires across the country.
Approximately 326,400 individuals were classified as millionaires (USD 1 Mn+) as of December 2023, an 85%
increase over the past decade. Mumbai and Delhi rank among the top 10 wealthiest cities in the BRICS 13 nations
for 2024.14 (Source: World Health, Henley & Partners, December 2023)

The household individual consumption expenditure (at current prices) in India has grown from INR 85.7 trillion
in FY2016 to INR 190.7 trillion in FY2024, growing at a CAGR of 10.5% during the period. (Source: Ministry
of Statistics and Programme Implementation, May 2025) India’s per capita private final consumption
expenditure15 (at current prices) has increased from INR 49,738 in FY2016 to INR 71,016 in FY2024. (Source:
Second Advance Estimates of Annual GDP for 2024-25, Ministry of Statistics and Programme Implementation,
February 2025)

13
BRICS nations includes Brazil, Russia, India, China & South Africa
14
Mumbai has an estimated 58,800 millionaires while Delhi has approximately 31,000 millionaires.
15
Private final consumption expenditure (PFCE) includes final consumption expenditure of (a) households and (b) non-profit institutions
serving households (NPISH) like temples, gurdwaras. The final consumption expenditure of households relates to outlays on new durable as
well as non‑durable goods (except land) and on services.
169
 Split of Household Individual Consumption Expenditure,
FY2024

Others, 18%

Food and
Beverages, 32%
Household
Education, 8% Individual
Consumption
Expenditure
INR 190.7 trillion
Health, 6%

Clothing and
footwear, 5%
Transport, 16%
Housing & household
maintenance, 15%

Source: Ministry of Statistics and Programme Implementation, May 2025

Note – The data is measured at current prices; Others include expenditure incurred on categories such as
Communication, Recreation and Culture, Restaurants and Hotels and Miscellaneous goods and services.

The increase in income levels and disposable income is reshaping Indian consumer behaviour, as individuals now
have the means to indulge in aspirational shopping, experiences, and purchases beyond necessities. Household
Individual Consumption Expenditure incurred on Transport, Recreation and Culture, Restaurants and Hotels have
grown at a CAGR of 12.5%, 10.5% and 12.3% respectively during the period FY2016 to FY2024. (Source:
Ministry of Statistics and Programme Implementation, May 2025) This highlights a shift in the spending behaviour
of Indian Households. With the increase in consumption expenditure across key segments such as F&B, Clothing,
Transport, and Hotels supported by rising income levels, the Indian consumer tends to spend more on quality,
variety, and convenience coupled with more experiential offerings. Capitalizing on the changing consumer
behaviour, India has seen the emergence of international luxury brands established in the Indian market.

Labor Force Participation Rate and Employment

Key indicators such as India's worker population ratio, and labour force participation rate 16 have shown a positive
trajectory over the past 6 years. This has been supported by key Government initiatives such as Atmanirbhar
Bharat Abhiyan17, Product Linked Incentive scheme18, Start-up India19, and Skill India Mission20, which have
been implemented to support job creation and creating a supportive environment for Small & Medium Enterprises
SMEs/Startups.

The net payroll additions to the EPFO have grown from 6.11 million in FY2019 to 12.98 million in FY2025,
highlighting the growth in hiring across organized sectors encompassing IT, Engineering & Manufacturing,
Education, Banking, Financial Services and Insurance (BFSI) amongst others. (Source: Ministry of Labour and
Employment, Employees' Provident Fund Organisation, May 2025) The increase in jobs and labour force
participation rate has coincided with an overall decrease in unemployment rate from 6.0% in 2017- 201821 to 3.2%
in 2023-20248. Youth participation in the labour force22 has also increased, the unemployment rate in the younger

16
Labour force participation rate (LFPR): LFPR is defined as the percentage of persons in the labour force in the population (Source: Annual
Report Periodic Labour Force Survey, Ministry of Statistic and Programme Implementation, September 2024)
17
Launched on 12 May 2020, with an C and its citizens independent and self-reliant in all senses by focusing on five pillars of Aatma Nirbhar
Bharat – Economy, Infrastructure, System, Vibrant Demography and Demand
18
A scheme launched to enhance India’s manufacturing capabilities, increase in capital expenditure, and to promote worker welfare and
attract investments in key sectors, bring economies of size and scale in the manufacturing sector and generate employment.
19
Launched on 16th January 2016, it is a flagship initiative of the Government of India, intended to catalyse startup culture and build a strong
and inclusive ecosystem for innovation and entrepreneurship in India.
20
Includes skill training initiatives.
21
The survey period of PLFS surveys is from 1 st July to 30th June of next year.
22
Approximately 2/3rd of the new subscribers in EPFO payroll have been from the 18-28 years age group.
170
population (youth aged 15-29 years) has declined from 17.8% in 2017-2018 to 10.2% in 2022-20238. (Source:
The Indian Economy Review – January 2024, Economy 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, Ministry of Statistics
and Programme Implementation, September 2024, Directorate of General Employment
Note – The survey period of PLFS surveys is from 1st July to 30th June of next year.
As per the Reserve Bank of India’s latest KLEMS23 Data, employment in the country has grown at a CAGR of
5.2% over the period FY2018 – FY2024, from 475 Mn in FY2018 to 643 Mn in FY2024. (Source: Ministry of
Labour & Employment, Press Release, July 2024) This growth is supported by an increase in employment in the
services sector from 141 Mn in FY2013 to 201 Mn in FY2023, highlighting the sector’s growth and a favourable
shift towards white-collar jobs (Source: RBI, KLEMS employment Database, July 2024). This is supported by
next generation industries across key sectors such as Information Technology, Sustainability, Healthcare, and
Automobiles amongst others.

Services Sector

The Services Sector24 continues to be one of the key contributors to India's growth, accounting for approximately
55 per cent of the total Gross Value Added25 in FY25. (Source: Second Advance Estimates on Annual GDP 2024-
25, Ministry of Statistics and Programme Implementation). Supported by growth in business activity in the Service
Sector26 and increase in people employed within the sector, the Services Sector has outperformed GDP growth
over the same period.

23
The KLEMS (K: Capital, L: Labour, E: Energy, M: Materials and S: Services) database published by Reserve Bank of India's (RBI) provides
employment estimates at all India level including public and private sectors.
24
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)
25
Gross value added at basic prices is defined as output valued at basic prices less intermediate consumption valued at purchasers' prices.
26
In March 2024, services PMI increased to 61.2. (Source: Press Release, Ministry of Finance, 22 nd July 2024)
171
Source: Ministry of Commerce and Industry, April 2024, Ministry of Statistics and Program Implementation, May
2024, IMF estimates, World Economic Outlook, April 2024, Press Release, Ministry of Statistics and Programme
Implementation, February 2025

India’s Services Sector was the largest recipient of Foreign Direct Investment (FDI) equity inflows worth USD
118.8 billion between April 2000 – March 2025, approximately 16.3% of the total FDI Equity inflow over the
period. The Services Sector’s FDI equity inflows have remained within the range of 14-17% of the total over the
past 4 years.
Sectoral Split of FDI Equity Inflows (April 2000 - March 2025)

Services Sector

Computer Software & Hardware

16.3%
Trading

Telecommunications
33.5%
Cumulative Automobile Industry
FDI Equity 15.2% Construction (Infrastructure)
Inflows Activities
USD 1,072 Construction Development (Real
Billion Estate Sector)
Drugs & Pharmaceuticals
2.7% 6.5%
3.2% Chemicals
3.2% 5.5%
3.7% Power
5.0% 5.2%
Others

Source: Department for Promotion of Industry and Internal Trade, Factsheet, March, 2025
Others include power, non-conventional energy, hotel & tourism, food processing industries, electrical
equipment, information & broadcasting, education, consultancy services, and electronics amongst other sectors.

As highlighted in the below table, over the past 10 years, the contribution of financing, real estate and
professional services in the overall GVA has been within the range of 21 – 24%.

2021- 2022- 2023- 2024-

INR in bn 2014-15 2015-16 2016-17 2017-18 2018-19 2019-20 2020-21
221 232 243 254

GVA at
1,04,91 1,13,28 1,20,34 1,27,33 1,32,36 1,26,87 1,38,76 1,48,78 1,61,51
constant 97,121 1,71,798
9 3 2 8 1 3 8 0 5
Prices

172
 2021- 2022- 2023- 2024-
INR in bn 2014-15 2015-16 2016-17 2017-18 2018-19 2019-20 2020-21
221 232 243 254

Non-Tertiary
46,276 49,275 52,930 56,160 58,553 59,154 59,780 65,519 67,967 73,438 77,301
Sector

Non-tertiary
sector as a % 48% 47% 47% 47% 46% 45% 47% 47% 46% 45% 45%
of Total GVA

Tertiary Sector 50,845 55,644 60,353 64,182 68,785 73,207 67,093 73,249 80,814 88,077 94,497

Tertiary
sector as a % 52% 53% 53% 53% 54% 55% 53% 53% 54% 55% 55%
of Total GVA

Financing and
Real Estate &
20,737 22,948 24,930 25,372 27,142 28,982 29,541 31,228 34,593 38,146 40,896
Professional
Services

Financing and
Real Estate &
Professional
Services 41% 41% 41% 40% 39% 40% 44% 43% 43% 43% 43%
sector as a %
of Tertiary
Sector
Financing and
Real Estate &
Professional
21% 22% 22% 21% 21% 22% 23% 23% 23% 24% 24%
Services
sector as a %
of GVA
Source: National Accounts Statistics, Ministry of Statistics and Programme Implementation May 2025, Press
release on second advance estimates of annual GDP for 2024-25, February 2025
Note – Non-Tertiary Sector includes the Primary and Secondary Sectors, where the Primary sector includes
agriculture, forestry and fishing, mining, and quarrying; the Secondary sector includes manufacturing,
construction, electricity, gas, and water supply; the Tertiary sector includes trade, hotels, transport and
communication, Financing, real estate and professional services, public administration, defense, and other
services.
1 nd
2 Revised Estimates; 21st Revised Estimates; 32nd Provisional Estimates at constant prices
*
According to National Accounts Statistics, Real Estate Services includes all types of activities and dealers such
as operators, developers and agents connected with real estate in India.

173
 The Technology Industry27 within the Services Sector

COVID-19 has accelerated the shift, towards 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 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, providing end-to-end
services to their clients.

With a revenue of USD 268.8 billion in FY2024, the technology industry is estimated to grow by 5.1% reaching
revenue of USD 282.6 bn in FY2025. The total revenue in the technology industry has witnessed a CAGR growth
of 8.9% during the period FY2020 – FY2024. The positive outlook of this sector is further reflected in the
estimated direct employment in the sector to be approximately 5.8 million in FY2025 with a net addition of
1,26,000 employees.28 (Source: NASSCOM) India continues to be one of the preferred global sourcing locations,
representing approximately 57-58% of global sourcing.29 (Source: NASSCOM) India has seen an increase in new-
generation technology businesses with over 8,100 digital solution providers employing approximately 1.4 million
employees. (Source: NASSCOM)

Concentrated initiatives30 from the Government have been implemented which are expected to enable India to
continue emerging as a leading market for GCCs/ technology sector owing to its growing pool of talent.
Number of people employed in Indian Tech Industry (million)

5.4 5.7 5.8

4.5 5.1
3.9 4.0 4.1 4.4
3.7

FY2025F
FY2018
FY2016

FY2017

FY2019

FY2020

FY2021

FY2022

FY2023

Source: Ministry of Electronics and Information Technology, NASSCOM FY2024

Macro-Economic Environment and Key Trends Assisting Real Estate in India

1. Startups: 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 are credited with strengthening India’s ranking in the Global Innovation Index (GII) from
81st in 2015 to 39th in 2024. Cumulative FDI inflows in the manufacturing sector have increased by 68.9% to
USD 165 billion (FY2014–2024) from USD 97.7 billion (FY2004-2014), post incorporation of the Make in
India initiative. (Source: Press Release, Ministry of Commerce and Industry, September 2024)

27
The technology sector is the category of companies relating to the research, development, or distribution of technologically based goods
and services.
28
Digital talent refers to skills, skill sets, roles, and profiles required for executing digital transformation projects.
29
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.
30
Such as PM Kaushal Vikas Yojana 4.030, National Digital Literacy Mission30, Pradhan Mantri Grameen Digital Saksharta Abhiyan
(PMGDisha)30, the world's largest digital literacy program, Centre of Excellence for IoT and AI’ along with forward-looking initiatives such
as National Data Governance Policy,
174
 Number of Entities recognized as Startups by DPIIT, as of CY2024
1,57,706
1,60,000

1,17,254
No. of Entities 1,20,000
81,000
80,000
54,458
34,412
40,000 19,914
8,635
-
2018 2019 2020 2021 2022 2023 2024

Source: Department for Promotion of Industry and Internal Trade, February 2024; Ministry of
Commerce & Industry, February 2025
India is the 3rd largest ecosystem for startups globally with over 1,57,706 recognized startups generating over
1.7 million direct jobs as of December 2024. (Source: Ministry of Commerce & Industry, February 2025) This
startup activity is supported by the growing Indian economy, enabling a favourable environment for innovative
businesses.
2. Digital Infrastructure in India: India has a unique mix of distinctive digital public infrastructure, and
technology ecosystem encompassing numerous start-ups, GCCs, SMEs and emerging tech hubs. Digital
Public Infrastructure encompasses services like financial Unified Payments Interface (UPI)31, identity
(Aadhaar32), Government (GSTN33), and healthcare (CoWIN34) amongst others. (Source: NASSCOM)
Supported by Government initiatives such as Digital India 35, PM Gati Shakti Yojana36, Jan Dhan, Aadhaar
and Mobile (JAM) Trinity37, Universal Service Obligation Fund USOF), BharatNet Project38, and
technological advancements, India’s Digital Infrastructure has witnessed a posotive shift in recent years.
(Source: PIB, Universal Connectivity and Digital India Initiatives Reaching All Areas, August 6, 2024) India
is rapidly building a strong AI computing and semiconductor infrastructure to support its growing digital
economy. With the approval of the IndiaAI Mission in 2024, the government allocated INR 10,300 crores
over five years to strengthen AI capabilities. (Source: PIB, India’s AI Revolution, March 2025)

Key Statistics, as at Q1, CY2024:

Metric March, 2014 March, 2024 Key Inferences
Broadband Definition39 >= 512 Kbps >=2 Mbps 300% increase

Ranked 43rd in terms

India’s Ranking in Average Internet Download
130 16 of median mobile
Speed
broadband speed
CAGR (FY2014 –
Total Subscribers (In Mn) 933 1199.28
FY2024) – 2.5%
Average Data Cost/GB INR 268.97 INR 9.18 Reduced by 96.58%

31
Unified Payments Interface (UPI) is a system that powers multiple bank accounts into a single mobile application (of any participating
bank), merging several banking features, seamless fund routing & merchant payments into one hood. (Source: Cashless India, Government
of India)
32
Aadhaar is a 12-digit individual identification number which serves as proof of identity and proof of address for residents of India (Source:
Cashless India, Government of India)
33
Goods and Services Tax Network (GSTN) has built Indirect Taxation platform for GST to help taxpayers in India to prepare, file returns,
make payments of indirect tax liabilities and do other compliances (Source: Cashless India, Government of India)
34
CoWIN system is a comprehensive cloud-based IT solution for planning, implementation, monitoring, and evaluation of COVID-19
vaccination in India.
35
Digital India is a programme of the Government of India with a vision to transform India into a digitally empowered society.
36
An initiative to provide multimodal connectivity infrastructure to various economic zones.
37
It refers to the Government of India initiative to link Jan Dhan accounts, mobile numbers and Aadhaar cards of Indians to plug the leakages
of Government subsidies.
38
BharatNet, one of the largest rural telecom projects in the world, aims to provide Optical Fibre Cable (OFC) connectivity to all Gram
Panchayats (GPs) in India, ensuring non-discriminatory broadband access for telecom service providers.
39
Broadband definition provided by Ministry of Communications as per PIB’s Universal Connectivity and Digital India Initiatives Reaching
All Areas, August 6, 2024
175
 Average Data Consumption* 0.26 GB 20.27 GB 77 times more

Ranked 2nd globally

Total Internet Subscribers (In mn) 251.59 954.40
after China#

Source: PIB, Universal Connectivity and Digital India Initiatives Reaching All Areas, August 6, 2024, Invest India
– Telecom, last updated on October 24, 2024

*Average Wireless Data Usage per wireless data subscriber per month

# as of December 2023

3. Connectivity and Physical Infrastructure – The Indian Government has launched several initiatives for the
development of highways, railways, and airports with the aim of improving the overall connectivity within
India. The National Highway (NH) network has expanded by 60% from 91,287 km in CY2014 to 146,195 km
in CY2024 and 136 Vande Bharat train services (68 trains) running across the Indian railways as at June, 2025.
(Source: Ministry of Information & Broadcasting, Press Release, March 2024). According to the Economic
Survey 2023-24, Indian Railways, with over 68,584 route km and 12.54 lakh employees (as at Q12024), is the
fourth largest network in the world under single management. (Source: PIB, Transforming India's Transport
Infrastructure (2014- 2025), June, 2025) The aviation industry has witnessed an increase in domestic
passenger traffic from 70.1 million passengers in FY2015 to 146.4 million in November 2024. (Source:
Directorate of General Civil Aviation) India's airport infrastructure has expanded from 74 operational airports
in 2014 to 159 airports in 2024. (Source: PIB, Ministry of Civil Aviation, March 2025)

4. Long-Term Foreign Investors – FDI inflows in India grew from 55.6 billion in FY2016 to 81 billion during
FY2025, registering a CAGR growth of 4.3% over the period. Total FDI inflows from April 2000 to March
2025 were USD 1,072.34 billion. (Source: FDI Factsheet, Ministry of Statistics and Programme
Implementation, March 2025) The 2024 Kearney FDI Confidence Index40 ranked India 4th in the Emerging
Market Economy (EME) category. (Source: Department of Economic Affairs, Monthly Economic Review,
April 2024) The growing real estate sector has witnessed an increasing capital inflow from domestic and
international investors. Since 2018, the real estate sector has received approximately USD 40.8 billion in
equity capital, with average inflows of more than USD 6.0 billion each year.

Sectoral Analysis of Capital Inflows (CY2018 - H1 CY2024)

10
9
Capital Inflows in USD Billion

7.8
8 7.4
7 6.4 6.3
5.8 6.0 6.0
6
5
4
3
2
1
0
2018 2019 2020 2021 2022 2023 H1 2024

Site/Land Office Residential I&L Retail Others

Source: Real Capital Analytics, VC Circle, Data as of H1, CY2024

Acquisition of land parcels and office assets have remained the top investment areas amongst investors over
the last 6 years. A similar trend was seen in H1 CY2024, with Development sites/land attracted approximately
USD 2.3 billion, accounting for nearly 36% of the total capital inflows during H1 CY2024, followed by the
office sector with capital inflows of approximately 2.2 billion accounting for nearly 35% as at H1 CY2024.
The tier 1 cities remained gateway markets for capital inflows in the office segment accounting for a dominant
share of over 90% as at H1 CY2024 (Source: CBRE Research, RCA, VCC Edge)

40
The Kearney FDI Confidence Index® is an annual survey of global business executives that ranks markets that are likely to attract the most
investment in the next three years.
176
 Further, real estate prices are influenced by a multitude of factors including, but not limited to, market demand
and supply dynamics, economic conditions, interest rates, and regional development activities. These factors
contribute to the volatility in real estate prices, which in turn affects the total value of deals.

Major Structural Reforms by the Indian Government to Assist Economic and Real Estate Growth

1. Amendment to SEBI (REIT) Regulations, 2014; March 2024: The Securities Exchange Board of India has
introduced the Small and Medium Real Estate Trusts (SM REITs) Framework, to provide due regulatory
oversight, adequate disclosures, and an investor grievance redressal mechanism. This amendment allows
investors to invest in completed and rent-yielding real estate with a minimum investment of INR 1 million
across assets with a size of INR 500 million to INR 5 billion (as against minimum asset size of INR 5 billion
in REIT). The maximum asset value for SM REIT is the minimum asset value mandated for REITs, thereby
facilitating the way for smaller asset owners to monetise their real estate investments. This would make rent-
generating assets of smaller configurations, such as standalone office/mixed use buildings/business parks, or
a cluster of shops in a shopping centre typical in tier – I/II/III cities, storage sheds/warehouses of sizes less
than 1,00,000 sq. ft. potential targets for SM REITs.

2. 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. This 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
anticipated to allow corporations with an existing footprint in SEZs to expand /relocate to de-notified spaces
in the same developments.

3. Real Estate Regulation and Development Act, 2016 (“RERA”): RERA41 was introduced to protect the
interests of buyers and enhance transparency and fair practices in the real estate sector. It aimed to ensure
regulation and promotion of the real estate sector in an efficient and transparent manner and to protect the
interest of home buyers, thereby encouraging investment in the sector.

4. Make in India, 2014: The ‘Make in India' initiative was launched to facilitate investment, promote innovation,
build best-in-class infrastructure, and make India a hub for manufacturing, design, and innovation. The launch
of this initiative has enabled significant progress in the manufacturing sector, infrastructure development,
increased investments and job creation. The Indian real estate industry is expected to conitnue playing an
important role in providing necessary infrastructure development for the manufacturing industry being set up
by Indian and foreign businesses.

5. Pradhan Mantri Gati Shakti National Master Plan: INR 100 trillion is designated to be invested into
infrastructure, intended to support economic growth. The holistic infrastructure development program plans
to improve employment opportunities and in turn is likely to drive demand for commercial real estate. 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.
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 due to differences in relevant stock, and the dynamic nature
of the underlying data, which may change intermittently. Kindly note that there are no official databases available
for uniform tracking and information can vary as more data becomes available from the market sources. Any
forecasts prepared by CBRE are based on data (including third party data), models and experience of various
professionals and are based on various assumptions with respect to conditions that may exist or events that may
occur in the future. However, they are dependent upon future events and subject to change without notice, and
thus actual results to differ materially from those contemplated. All figures provided below are approximate only,
based on data available.

Overview of the Indian Office Market

41
As at April 2024 RERA is implemented across all Top 9 cities, including Delhi, Gurgaon, Noida, Mumbai, Bengaluru, Hyderabad, Chennai,
Pune and Kolkata along with all states and UTs in India except Meghalaya, Mizoram, Nagaland, Sikkim and Ladakh. (Source: Ministry of
Housing and Urban Affairs, Real Estate (Regulation & Development) Act, 2016 RERA Implementation Progress Report, as on 08-04-2024)
177
 Introduction India’s organized commercial office42 stock stands at approximately 883 Mn sq. ft. as at March 31,
2025. It is concentrated in the 9 Tier-I cities comprising of Bengaluru, Mumbai Metropolitan Region ("MMR"),
Hyderabad, Gurgaon, Chennai, Pune, Noida, Kolkata, and Delhi in order of size of market. (Source: CBRE)

Tier 1 Office Stock - as of Q1 2025 (883 Mn. sq. ft,)

Chennai, 10% Noida, 5%

Kolkata,
3%
Gurgaon,
Bengaluru, 26% Mumbai, 17% Hyderabad, 16% 11% Pune, 10% Delhi, 2%

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. India’s office market has
demonstrated strong growth, fueled by strong economic progress, an improved business environment and an
evolving work culture.

Since the early 2000s, India’s office stock has grown more than 20 times from approximately 44 Mn sq. ft. as of
pre-CY2003 to approximately 883 Mn sq. ft. as at March 31, 2025. Within the Indian real estate sector, the Indian
office segment has emerged as one of the favoured investment asset classes as highlighted in the above section.
This is due to various intrinsic factors including the growth of the economy, demand-supply fundamentals,
investor-friendly policies, competitive cost advantage and availability of quality talent.

Phase Space Options Office Demand Drivers

➢ Government offices (PSUs)

➢ Standalone buildings with relatively
smaller floor plates ➢ Trade and Commerce

Pre 2000 ➢ Lack of amenities ➢ Industrial houses

➢ Developer owned buildings with ➢ Banks

limited lease options
➢ Private corporate houses

➢ Emergence of campus-style
➢ Emergence of technology and
concepts
engineering services
➢ Grade A facilities with basic
➢ Growth of IT Industry in India and
amenities
2000 – 2008 India’s emergence as a hub for
outsourcing
➢ The presence of individual-owned
developments
➢ Increase in corporate MNC
occupiers
➢ Emergence of developer-led supply

42
All commercial office references in the report pertain to organized stock unless otherwise stated.
178
 Phase Space Options Office Demand Drivers

➢ Growth in Information Technology

(IT) and Business Process
Management (BPM) across
➢ Grade A campus-style facilities with
prominent markets
limited support amenities and
parking facilities
2009 – 2012 ➢ IT-focused policies and the
emergence of SEZs
➢ Large standalone developments in
secondary locations
➢ Enhanced service offerings

➢ Emergence of the biotech sector

➢ MNCs focusing on high-end

➢ Emergence of large integrated services ~ preference for large
developments with better but integrated parks
limited amenities
2013 – 2020 ➢ Demand from domestic companies
➢ Emergence of green buildings and local businesses

➢ Proliferation of flexible workspaces ➢ Emergence of startups and

incubation spaces

➢ Return-to-office as a key driver for

office demand
➢ Multiple types of flexible
workspaces solutions exist in the ➢ Demand from GCCs and MNCs
market to solve for diverse occupier setting up their office campuses
needs
➢ Adoption of hybrid/distributed
➢ Emergence of Tier II Cities for working practices leading to more
2021 - Onwards office sector organizations evaluating flexible
workspace solutions
➢ Shift towards large integrated
campus-style developments with a ➢ Increasing demand from domestic
focus on amenitization, technology corporations
integration and employee
experience ➢ Tenant sector diversification and the
emergence of ~ offshore, R&D, e-
commerce and startup ecosystem

Source: CBRE, as at Q1 CY2025

179
 India - Total Office Stock in Tier-I Cities (Pre 2003 - 2027F)
Pre 2003 44
2003 54
2004 69
2005 98 Pre-2003-2010
2006 129 It took over 15 years to reach a market size of
2007 162 approximately 305 Mn sq. ft. by 2010.
2008 205
2009 252
2010 305
2011 341
2012 382
2013 417 2011-2018 CAGR – 8.2%
2014 452
Office market almost doubled in size within a
2015 489
timeframe of 8 years, growing from over 341 Mn
2016 526 sq. ft. in 2011 to nearly 591 Mn sq. ft. as of 2018.
2017 557
2018 591
2019 639
2020 678 2019- 2024 CAGR – 6.4%
2021 726 The Indian office market registered a
2022 772 CAGR of approximately 6.4% during
CY2019 – CY2024
2023 825
2024 873
Q1 2025 883
2025F 940 2025F-2027F
CAGR – 6.7%
2026F 1,008
2027F 1,072
- 200 400 600 800 1,000 1,200
Total Office Stock (in Mn. sq. ft.)
Source: CBRE, as at Q1 CY2025
The forecasts have been made based on ongoing market activity, and current development pipeline/under-
construction projects that may have an impact on the upcoming supply in the commercial real estate market
across Tier 1 cities i.e., Delhi, Gurgaon, Noida, Mumbai, Bengaluru, Chennai, Hyderabad, Pune, and Kolkata.
Any forecasts prepared by CBRE are based on data (including third party data), models and experience of various
professionals and are based on various assumptions with respect to conditions that may exist or events that may
occur in the future. However, they are dependent upon future events and subject to change without notice, and
thus actual results to differ materially from those contemplated. 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. The Indian office market witnessed average
annual supply addition of nearly 45-50 Mn sq. ft. between CY2019 – CY2024.

Going forward, the market is forecasted to witness average annual supply addition of approximately 63 - 68 Mn
sq. ft. during CY2025 – CY2027. This upcoming supply is driven by the demand for quality office space,
availability of land and infrastructure initiatives focusing on improving connectivity and accessibility.
Commercial supply is also driven by state-specific development plans and additional policies such as Transit
Oriented Development Policy, REITs, and SM REITs that aims to support the developers to develop quality assets
through funding. Developers are exhibiting a growing emphasis on building state-of-the-art facilities with
amenities catering to the evolving requirements of occupiers and modern business. Factors such as convenient
access to public transportation systems, a healthy mix of outdoor green spaces, optimum air quality and F&B
options are poised to become increasingly prominent requirements in these newly completed developments.

Indian Office Market - Overview

180
 India recorded a gross absorption43 of 66.6 Mn sq. ft. 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 started focusing more 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 with the relaxation of
the pandemic led restrictions and a return to office driven by improved vaccination rates across regions. As a
result, 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).

Led by a steady space take-up in CY2023, the office market in India recorded gross 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.
Enhanced by domestic growth, improved mobility and increased leasing activity by both domestic and global
corporates, the office sector in India witnessed record leasing of 78.9 Mn sq. ft during CY2024. The office
absorption for Q1 CY2025 stood at 17.4 Mn sq. ft. against the supply completion of 10.2 Mn sq. ft.

Top 9 Indian Cities - Supply, Gross Absorption & Vacancy as of Q1 CY2025

Average Annual Absorption (2016 – 2024): 57 Mn sq. ft. 21%

21%
100 24%
20%

20%

20%
Supply / Absorption (Mn sq. ft.)

19%

19%

19%

19%
90
18%

18%
80
16%

15%

15%

15%

18%

Vacancy (%)
70
60
50 12%
40
30
6%
20
34.8
45.3

37.2
54.8

36.3
52.4

31.1
51.0

34.4
50.8

49.7
66.6

38.6
35.0

48.3
44.8

46.0

54.4
68.0

49.0
78.9

10.2
17.4

67.8
85.5

68.0
87.1

63.2
88.9
62.0

10
0 0%
2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 Q1 2025 2025F 2026F 2027F
Supply Absorption Vacancy (%)

Source: CBRE, as at Q1 CY2025

Forecasts for years CY2025, CY2026 and CY2027 have been projected based on the current market situation and
information available regarding future supply and current absorption. Forecasts have been projected under the
assumption that absorption continues to grow at a similar pace compared to the last two years. Kindly note that
there are no official databases available for uniform tracking. Any forecasts prepared by CBRE are based on data
(including third party data), models and experience of various professionals and are based on various
assumptions with respect to conditions that may exist or events that may occur in the future. However, they are
dependent upon future events and subject to change without notice, and thus actual results to differ materially
from those contemplated. 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. Established markets, notably Bengaluru, Hyderabad, Delhi-
NCR, and Mumbai are to sustain their prominence in leasing activity. Concurrently, Chennai and Pune are
demonstrating increased market traction driven by a well-positioned supply pipeline, a robust talent base, and a
growing occupier focus on diversifying beyond gateway cities.

Grade Classification of Office Stock

As at March 31, 2025, 85.1% of the commercial office stock (751 Mn sq. ft.) in India was categorized as Grade
A and 14.9% (132 Mn sq. ft.) was categorized as Grade B. Grade A office stock registered a CAGR of 14%, from

43
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.
181
58 Mn sq. ft. in 2005 to approximately 751 Mn sq. ft. as at March 31, 2025, while Grade B stock had a CAGR of
6% from 44 Mn sq. ft. in 2005 to approximately 132 Mn sq. ft. as at March 31, 2025. Supported by the evolving
nature of the sector and increasing demand for Grade A assets, the share of Grade B stock has seen a diminishing
trend over the years as highlighted below.

India Grade A and B Share Split Share of Grade A and B Stock over the Years
(as at Q1 CY2025)

Total
44 98 305 489 678 883 Organized –
Grade B
100% Office stock
14.9% 16.0% 14.9% in India
24.0% 20.0%
80% 43.0%

Percentage Share
56.0%
60%

40% 81.0% 84.0% 85.1%

76.0%
57.0%
Grade A 20% 45.0%
85.1%
0%
Pre 2003 2005 2010 2015 2020 Q1 2025
Grade A Grade B
Source: CBRE, as at Q1 CY2025
Note: The grading of the developments has been classified based on various factors such as quality of
development, facilities and amenities provided, developer reputation, and disposition model (sale/lease).
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 the 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 an
external facade might be ordinary. Multiple ownership might be a norm.

The graph below highlights the quantum and share of Grade A and B stock 44 across key markets in India as at
March 31, 2025:
Share of Grade A and B Stock across top 9 cities as of Q1 CY2025

234 153 138 94 90 86 47 28 15

100% 8.3% 19.4% 19.5% 10.7% 20.3% 23.2%
80% 5.1% 33.4%
60%
91.7% 89.3% 94.9% 100.0%
40% 80.6% 80.5% 79.7% 76.8% 66.6%
20%
0%
Hyderabad

Pune

Delhi
Gurgaon

Noida
Bengaluru

Mumbai

Chennai

Kolkata

Grade A Grade B

Source: CBRE, as at Q1 CY2025

With growing commercial real estate in India and a shift in occupier preferences, the office stock in India has seen
redevelopment/refurbishment across assets in multiple micro markets. Redevelopment/refurbishment in the form
of structural changes across the façade, specifications, and modifications pertaining to ESG compliances and
inclusion of additional amenities have led to relatively higher tenant retention and potentially higher rentals across

44
Across the key Top 9 cities in India i.e., Delhi, Gurgaon, Noida, Mumbai, Bengaluru, Chennai, Hyderabad, Pune, and Kolkata.

182
these developments. This redevelopment/refurbishment has primarily been facilitated by developers, and REITS.
This opportunity may also be available to capable and interested flexible workspace operators who may want to
evaluate redeveloping/refurbishing some of the ageing/aged/old assets in their portfolios. As of Q1 CY2025,
nearly 52% of the completed office stock (Mn sq. ft.) across Tier I cities is more than 10 years old. Further, nearly
63% of this is contributed by developments with a footprint of less than 500,000 sq. ft. The ageing stock has a
large potential for asset upgradation and renovation as a lot of developments in city centres may require
refurbishment to meet the requirements of the new-age workforce and changing occupier preferences.

A number of examples below –

The refurbished development is located in Nariman Point, within

Mumbai’s Central Business District. It is in a prime location in Renovation across
proximity to residential neighbourhoods and state infrastructure key elements
(such as the State High Court and State Legislative Assembly) along
with the city’s Marine Drive, South Mumbai, and the Arabian Sea.
The property underwent a major redevelopment and repositioning,
including façade replacement to the entire building exterior and
lobby, canopy installation, elevator revamp and enhanced security
Building 1
controls. It was built in 1970 and is now a green campus
development with sustainable features such as rainwater harvesting,
energy supply ~ Green Power Tariff Initiative, and Energy Efficient
Air Handling Units amongst others. Subsequently, as at H1 CY2024,
post its refurbishment the development commands a rental premium
to the average rental in the Central Business District (current quoted
rent of INR 340-350 psf / month compared to the average micro
market rent of INR 210-230 psf/month)

Located in Bandra Kurla Complex (BKC) within Mumbai’s

Alternate Business District (ABD) the building underwent a
complete redevelopment. Due to its location advantages and
potential to command higher rentals, the building underwent
redevelopment with respect to increasing the lobby height and
refurbishment, updating the façade, amenities, lift and modification
Building 2
in common areas, sustainability initiatives and ESG compliance,
introduction of flexible workspaces amongst other changes.
Subsequently, as at H1 CY2024, the building commands a rental of
approximately INR 250-280 psf/month compared to the commanded
rentals of INR 150-170 psf/month before redevelopment (an increase
by 60-65%)

Ownership Classification of Office Stock

Out of the overall commercial office organized stock across the top 9 cities 45 in India, approximately 70.2% is
non-institutionally46 owned as of March 31, 2025. Further, institutionally 47 held stock accounted for nearly 29.8%
of total stock.
Institutional assets in India have grown at a CAGR of approximately 6.5%, from approximately 156 Mn sq. ft. in
2016 to approximately 263 Mn sq. ft. as at March 31, 2025. Prominent cities like Bengaluru, Chennai, Hyderabad
and Mumbai account for approximately 71% of the total institutionally held stock.

45
Delhi, Gurgaon, Noida, Mumbai, Bengaluru, Chennai, Hyderabad, Pune, and Kolkata.
46
Non-institutional refers to office stock that is held /owned by the developers themselves or has witnessed investment by individual investors
and HNI and /or a combination of both.
47
Institutionally held stock / Institutional Stock refers to office assets which are majorly owned and have witnessed investment activity by
institutional companies such as private equity (“PE”) funds, pension funds, sovereign wealth funds, insurance companies, and real estate
investment trusts (“REITs”).
183
 Share of Institutional and Non-
Institutional Stock (As at March 31, 2025)

Institutional
29.8%
Total Organized
Office stock in
India
883 Mn sq. ft.
Non-
Institutional
70.2%

Source: CBRE, as at Q1 CY2025

City-wise share of Total Institutional Stock City-wise share of Total Non-Institutional Stock
(As at March 31, 2025) (As at March 31, 2025)
Kolkata Delhi Kolkata Delhi
2.0% 0.3% 3.6% 2.3%
Noida
4.4% Noida
Pune 5.8% Bengaluru
11.0% Bengaluru
Chennai 25.5%
28.6%
7.9%
Total Total Non-
Mumbai Institutional Pune Institutional
11.0% Stock Stock
9.2%
263 Mn sq. ft 620 Mn sq. ft
Gurgaon Gurgaon
Hyderabad Mumbai
11.0% 10.4%
16.2% 19.9%
Chennai Hyderabad
15.5% 15.3%

Bengaluru Hyderabad Chennai Gurgaon Mumbai Chennai Noida Kolkata Delhi

Source: CBRE, as at Q1 CY2025

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 March
31, 2025:
Split of Grade A and grade B as a share of Non-Institutional
stock (As at March 31, 2025)

Grade B
21.3%

Total Non-
Institutional
Stock
620 Mn sq. ft. Grade A
78.7%

Source: CBRE, as at Q1 CY2025

184
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 developers 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 as at March
31, 2025.

Bifurcation of non-Institutional Stock into Strata / Non-Strata stock and further delineation of Grade A and Grade B
Non-Institutional stock into Strata/Non-Strata stock

Strata sold
stock
37%
Strata sold Non-Strata
stock stock
42% Total Grade A 37%
Total Non- Total Grade B
Non-Strata Institutional Non- Non- Strata sold
stock stock- 620 Institutional Institutional stock
58% stock- 488 Mn stock- 132 Mn 63%
Mn sq. ft.
sq. ft. sq. ft.
Non-Strata
stock
63%

Source: CBRE, as at Q1 CY2025

The Indian office market has evolved from a fragmented market to a more organized and consolidated sector. In
the early phase of growth, India's office sector was characterized by small, independent developers. However,
with the emergence of larger corporate and institutional developers, the Indian office market has witnessed supply
addition of Grade A developments across non-strata (lease) models benefitting occupiers as well as developers.

The graph highlights the share of Strata and Non-Strata in Grade A stock city-wise as at Q1 CY2025:

214 123 111 84 72 66 45 28 10

100%
28.1%
80%
60.6% 54.7%
67.5% 69.5%
60% 85.3% 87.5% 89.7% 79.5%
40% 71.9%
20% 30.5% 45.3%
39.4% 32.5%
14.7% 12.5% 10.3% 20.5%
0%
Delhi
Pune
Hyderabad

Gurgaon

Noida
Bengaluru

Chennai
Mumbai

Kolkata

Non Strata Stock Strata Sold Stock

Source: CBRE, as at Q1 CY2025

The graph highlights the share of Strata and Non-Strata in Grade B stock city-wise as at Q1 CY2025:

185
 19 30 27 10 18 20 2 0 5
100%
11.4% 14.8%
27.7% 27.2%
80%
54.4% 52.0% 55.3%
60% 69.3%

40% 88.6% 85.2%

72.3% 72.8%
20% 45.6% 48.0% 44.7%
30.7%
0%

Pune

Delhi
Hyderabad

Gurgaon

Noida
Bengaluru

Chennai

Kolkata
Mumbai

Non Strata Stock Strata Sold Stock

Source: CBRE, as at Q1 CY2025

The dominance of institutional developers in the commercial real estate market has led to a significant increase in
Grade A stock. As a result, the supply of Grade A commercial spaces is relatively higher in total organized
commercial stock in India.

Key Drivers of Office Demand

1. Large, English-Speaking Talent Pool

The availability of English-speaking skilled manpower (second largest English-speaking population in the
world)48, 11.31 million graduates (including 0.89 million engineers and 2.32 million commerce graduates as at
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 had one of the world’s largest annual supplies of STEM (Science, Technology, Engineering, and
Mathematics) graduates at over 2.5 million. (Source: NASSCOM) Additionally, India accounts for approximately
28% of the global STEM workforce. (Source: NASSCOM) This translates into a talent pool that attracts
enterprises, startups, and MNCs and drives the growth of domestic enterprises.

As at 2023, India is at a leading position in Artificial Intelligence skill penetration globally and has the lowest tech
talent demand-supply gap at 25-27% compared to global tech leaders such as the USA, UK, Canada, and Australia.
(Source: NASSCOM)

India’s digital talent pool is estimated to account for approximately 38% of total talent in the technology industry
i.e., over 5.8 million as at 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). 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)

2. Competitive Cost Advantage

The availability of skilled talent at a relatively lower cost in comparison to other global cities (as highlighted
below) is one of the leading contributors to India being an attractive offshoring hub. 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 lower compared to
alternative locations mentioned below. (Source: CBRE, NASSCOM)

The graph below highlights the cost of outsourcing services:

48
Over 125 million English speakers (as per Census 2011) making it 2nd largest English-speaking country in the world after US as of 2022
186
 Operating Cost per FTE for IT - ADM services, 2023

100
Singapore, 100
80
Operating Cost

60

40 Beijing, 50
Kuala Lampur, 43
Bangkok, 38
20 Manila, 32
Bengaluru, 26
0

Source: NASSCOM, Indexed to Singapore = 100

3. Global Capability Centres 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")49.

Indian GCC ecosystem has become a sandbox50 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 primarily a GCC transitions to a GCC transitions to a
GCC as on Outpost
Satellite Portfolio Hub Transformation Hub

As at FY 2010 As at FY 2015 As at FY 2024

Total No. of GCCs: Total No. of GCCs: Total No. of GCCs: 1,700+
700+ 1,000+ Revenues: USD 64.6 bn
Revenues: USD 11.5 Revenues: USD 19.4 Total Installed GCC Talent:
bn bn 1.9 million+
Total Installed GCC Total Installed GCC
Talent: 400K+ Talent: 745K+

1. Hub for as-a-Service

1. Digital Transformation & Transformation
Innovation 2. Customer-Centric
2. Transition to Global Business Development
Business Services 3. Accountability for
3. Peer Collaboration Creating Newer Hubs
4. Portfolio Expansion & 4. Monetizing Service
1. Delivery Excellence
1. Cost & Talent Ownership Capability
2. Innovation
Arbitrage 5. Global Roles
Pre 2010 2011-2015 2015-current Current onwards
Source: NASSCOM

In the last 5 years, the GCC landscape in India has experienced growth. India is one of the preferred destinations
for establishing GCCs amongst large global companies, with approximately 23% of the global 2000 MNCs setting
49
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.
50
A metaphorical boundary, imposed on an area in which you can freely test ideas and innovate.
187
up their GCCs in the country. (Source: NASSCOM, India GCC Landscape Report – The 5 Year Journey,
September 2024)
In FY2024, India had 2,975+GCC units. 51. The number of GCC units in India is forecast to reach 4,300 – 4,400
GCCs by FY2030. (Source: NASSCOM)

No. of GCC Units in India

4,300 -
4,400
1,950+

2,975+
FY 2019R

FY 2030F
FY 2024

Source: NASSCOM – India GCC Landscape Report – The 5 Year Journey, September 2024

Others include Tier II & III cities in India.

Bengaluru continues to lead in GCC setups with approximately 875+ GCCs in FY2024, followed by NCR and
Mumbai with 465+ and 365+ GCCs respectively. Bengaluru & NCR accounts for 47% of the IT talent present in
India’s GCC ecosystem. (Source: NASSCOM)

GCCs in India have evolved from support centres with 700 GCCs in FY2010 to transformation hubs with over
1,700 GCCs in FY2024. The number of GCCs in India is forecast to grow at a CAGR of 4-5% reaching more than
2,100 – 2,200 GCCs by FY2030. (Source: NASSCOM)

This growth is supported by the availability of a skilled workforce at a relatively lower cost coupled with
competitive rentals and Government reforms such as Startup India and Digital India. Global roles in GCCs are
experiencing exponential growth, with over 6,500 roles today and a forecast increase to over 30 (Source:
NASSCOM). The GCC revenue has increased from USD 30.5 bn in FY2019 to USD 64.6 bn in FY2024 and is
forecast to reach USD 99-105 bn by FY2030 (Source: NASSCOM).

Talent availability, digital skills and the presence of a strong industry ecosystem are some of the key drivers for
GCCs to set up centres in India. The number of employees across GCCs in India has increased over the last 5
years, from approximately 1.4 million employees in FY2019 to approximately 1.9 million in FY2024, registering
a CAGR of 6.3% during the period.

51
A GCC unit is a single centre within a city or region, but a company can have multiple units across a country, all part of one GCC.
188
 No. of GCCs in India No. of No. of employees working in GCCs GCC Revenue (USD bn)
(Mn)

2,100 -
2,200

99 - 105
2.5 - 2.8
~1.90
1,430

1,700

30.5

64.6
~1.4

FY 2019R

FY 2030F
FY 2024
FY 2019R

FY 2030F
FY2024
FY 2019R

FY 2030F
FY 2024

Source: NASSCOM – India GCC Landscape Report – The 5 Year Journey, September 2024

GCCs constitute a substantial office occupier within India’s commercial real estate domain, often pioneering
adaptation, and innovation for other tenant categories. 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.

While North American MNCs continue to lead in terms of the number of GCCs in India, EMEA (Europe, the
Middle East, and Africa) and Asia Pacific firms have added approximately 190 – 200+ GCCs in India during
FY2019 – FY2024.

Distribution of GCCs in India based on HQ Location (FY2019 – FY2024)

Americas EMEA APAC

1,090+
140+
855+ 480+

340+ 85+

FY2019 FY2024 FY2019 FY2024 FY2019 FY2024

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 approximately 19 Mn sq. ft. in CY2022 to 29
Mn sq. ft. in CY2024. GCC cumulative leasing in the top 9 cities in India for CY2022–Q1 CY2025 was
approximately 78.4 Mn sq. ft.

Within GCC leasing, Bengaluru accounts for approximately 43% of the overall office space leasing during
CY2022 – Q1 CY2025. This is driven by the growing IT sector, availability of skilled talent pool, and
infrastructure attracting global enterprises seeking to establish/expand their footprint in the country. Other cities
like 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. The share of leasing activity by GCCs in overall leasing in India has been range bound 31
– 36% during CY2022 – CY2024.

189
 City wise share of office space leasing by GCC (CY2022 – Q1 CY2025) – 78.4 Mn sq. ft.

Delhi-NCR, 10% Pune, 9%

Kolkata,
Bengaluru, 43% Hyderabad, 20% Chennai, 13% Mumbai, 4% 1%

Source: CBRE, Data as at Q1 CY2025

Note: Delhi-NCR includes commercial markets of Delhi, Gurgaon and Noida

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 becoming one of the preferred locations for
multinational corporations and unicorns52 to set up their GCC offices. The market is experiencing a dual trend -
expansion of existing firms into multifunctional centres and entry of smaller players seeking digital and
technological upgrades. A preference for high-quality, technology-driven workspaces is evident, with Grade A
developments emerging as a focus for established players.

Companies are looking to increase their Indian footprint by establishing GCCs in India and maybe evaluating both
conventional and flexible workspaces. An upcoming supply of office spaces is expected to cater to this growing
demand from GCCs. GCC leasing is estimated to continue driving the CRE market going forward, GCC leasing
accounted for approximately 37% of gross leasing in 2024 (29 Mn sq. ft.), having increased from nearly 31% in
2022 (19 Mn sq. ft.). The share is forecast to be between 35-40% for 2025-2026. (Source: CBRE Research, GCCs
Transforming India’s Office Landscape; March 2025)

4. Domestic Firms Driving Leasing Across Major Cities:

Rise of Startups and Unicorns in India

The advancement in India’s startups eco-system has contributed to the growth in demand for both office spaces
and flexible workspace solutions. India boasts a dynamic environment fostered by a growing start-up culture and
the availability of the talent pool. The Indian start-up ecosystem is the 3rd largest start-up ecosystem globally. The
number of recognized startups in India has grown at 13% during the period CY2023 –CY2024, resulting in over
1,57,706 startups as of December 2024. These startups have created over 1.72 million direct jobs as at 31st
December 2024. (Source: Ministry of Commerce and Industry, February 2025) Supported 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 unicorns as at January 2025 (up from 30 unicorns in
2019 growing at a CAGR of 30% over the same period), shaping India’s economy and innovation landscape.

52
Unicorn refers to the companies with a market valuation of more than USD 1 bn.
190
 Number of Unicorns in India (CY2015 - Q1 CY2025)

150
118
No. of Unicorns

109 111 114

120
87
90

60 42
23 30
30 10 12 13

-
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 Q1 2025
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 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 sectors such as travel, brands, real
estate, and 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 increased traction from multiple sectors including
Technology and BFSI amongst others, resulting in growth in demand for office space. Indian technology startup
ecosystem has witnessed 15x growth in the number of technology startups over the last decade (from 2000
technology startups in 2014 to 31,000+ startups in 2023). This growth is supported by digital infrastructure, a
conducive regulatory environment, and the emergence of startups in sectors like Health Technology and Education
Technology. (Source: NASSCOM, Zinnov Insights, Weathering the Challenges – The Indian Tech Start-up
Landscape Report 2023)

The technology sector accounted for 91+ unicorns and 31,000+ startups until 2023 53. (Source: CBRE Research,
India Inc’s Ascension: The Rise of Domestic Firms as an Office Demand Driver; September 2024; NASSCOM,
Zinnov Insights, Weathering the Challenges – The Indian Tech Start-up Landscape Report 2023) Technology
firms have been the mainstay of office demand in India, fuelled by their innovation and expansion supported by
digital transformation, availability of talent, innovation hubs and startup ecosystem in India. Over the coming
years, technology firms in India are likely to expand into more locations to leverage operational benefits.

With a growing startup ecosystem, driven by the availability of quality talent, the need for flexible, scalable, and
capital-efficient office solutions may also increase. In terms of workplace strategy, start-ups may prefer flexible
workspace solutions as an option in their initial stage and may transition to traditional office spaces as they mature
and expand. The rise of emerging technologies in India is forecast to create approximately 4.7 million technology-
focused jobs over the next five years across manufacturing, retail, education, finance, and insurance sectors. This
forecast increase is likely to drive demand for office infrastructure to support modern, collaborative work
environments. (Source: CBRE Research, India Inc’s Ascension: The Rise of Domestic Firms as an Office Demand
Driver; September 2024)

Domestic Firms to Increase Overall Space Take-up

Before 2022, domestic companies consistently accounted for nearly a one-third share of the overall leasing.
Supported by the country’s steady economic growth, domestic companies are emerging as a strong force in the
demand for office space in India accounting for 47% of the overall leasing in CY2024. This demand is driven by
a period of financial buoyancy and a well-capitalised financial system, availability of skilled workforce, startup-
ecosystem, market diversification coupled with Government initiatives 54 enabling domestic companies to invest
in expansion and enhance their market presence. (Source: CBRE Research, India Inc’s Ascension: The Rise of
Domestic Firms as an Office Demand Driver; September 2024)

53
Technology start-ups in India have grown from around 2,000 in 2014 to approximately 31,000 in 2023. (Source – PIB, Ministry of Finance,
22 July 2024)
54
Make in India 2.0, the Production Linked Incentive Scheme, Start-up India, Skill India, National Skill Development Mission, Pradhan Mantri
Kaushal Vikas Yojana amongst other initiatives.
191
 Region wise Office Absorption Trends in India (CY2022 – CY2024)

62.0 Mn sft 68.0 Mn sft 78.9 Mn sft

100% 3% 4% 4%
12% 15% 15%
80%
35% 34% 34%
60%

40%
50% 47% 47%
20%

0%
2022 2023 2024
Domestic Americas EMEA APAC

Source: CBRE, Q1 CY2025

Note: The above numbers are across the Top 9 cities in India i.e., Delhi, Gurgaon, Noida, Mumbai, Bengaluru,
Chennai, Hyderabad, Pune, and Kolkata

Domestic firms demonstrated a steady share in office leasing during 2023-2024, with approximately, 86% increase
compared to the pre-pandemic period (2018-2019), fuelled by increased business confidence, expansion of
business, and digitalisation. (Source: CBRE Research, 2025 India Office Outlook, March 2025) Further, these
factors have also led to continued interest from international occupiers. Their share in overall absorption have
increased from 50% to 53% over the last three years. This has primarily been driven by rising focus of GCCs
towards India. As of CY2024, GCCs contributed to nearly 36% of the total leasing across Tier 1 cities in India.

Flexible Workspace operators, technology firms and banking, financial services, and insurance (BFSI) corporates
have primarily dominated domestic leasing within office absorption in India. These trends highlight the robust
expansion across the office leasing market and the evolving landscape of the Indian economy and commercial
office segment.

Sector Wise Leasing Trends - Domestic Occupiers (CY 2022-2024)

60%
40% - 45%

50%
27% - 32%
25% - 30%

35% - 40%
40%
18% - 22%
17% - 22%

18% - 23%

30% - 35%
16% - 21%
14% - 19%

30%
22% - 27%
8% - 12%

20%
4% - 9%
4% - 9%

3% - 8%
2% - 7%

1% - 6%

1% - 6%
1% - 6%

1% - 6%

1% - 6%

10%

0%
FWS Technology BFSI E&M RCA Life sciences Others
2022 2023 2024

Source: CBRE, Data as at Q1 CY2025

Flexible Workspace Operators (FWS), Banking, Financial Services and Insurance (BFSI), Engineering &
Manufacturing (E&M), Research, Consulting & Analytics (RCA), 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 in remaining Grade B developments. The above numbers
are only for the top 9 cities in India i.e., Delhi, Gurgaon, Noida, Mumbai, Bengaluru, Chennai, Hyderabad, Pune,
and Kolkata.
192
Going forward, the share of India in global IT services spending is forecast to be 22% by 2031 up from 15% in
2021, with the forecast Indian IT workforce to be around 12.2 million. This translates to the expansion of Indian
technology firms to expand into more locations to leverage strategic and operational benefits and necessitates
expanded office infrastructure to support modern, cultural, collaborative work environments. Thereby rising
demand for office spaces. (Source: CBRE Research, India Inc’s Ascension: The Rise of Domestic Firms as an
Office Demand Driver, September 2024)
Indian Office Market—Top 9 Cities

India’s top nine cities account for approximately 883 Mn sq. ft. of office space. These cities house India’s political
capital, financial hub, and prominent technology centres. The table below includes key office statistics for the top
nine office markets in India:
Bengalur
Particulars MMR Hyderabad Gurgaon Chennai Pune Noida Kolkata Delhi Total
u

Total Stock
as at March 31, 233.7 152.5 137.6 93.5 89.8 85.9 47.1 27.7 15.0 882.9
2025 (Mn sq. ft.)

Occupied Stock
as of March 31, 195.9 126.6 103.6 70.0 77.9 65.6 37.8 23.4 12.3 713.1
2025 (Mn sq. ft.)

Vacancy
as of March 31, 16.2% 17.0% 24.7% 25.1% 13.3% 23.6% 19.8% 15.4% 18.0% 19.2%
2025 (%)

Average Annual
Absorption
CY2017 – Q1 16.0 7.0 9.7 6.8 6.0 5.5 3.9 1.8 0.7 57.5
CY2025 (Mn sq.
ft.)
Market Rents*
as of March 31,
93 149 74 106 85 80 61 59 200 98
2025 (per sq. ft. /
month)
Source: CBRE, as at Q1 CY2025
MMR represents the Mumbai Metropolitan Region, which includes Mumbai; *weighted average rents based on
occupied stock.

Vacancy Trends

An increase in vacancy levels has been witnessed in major cities during 2020 – 2021, leading to relatively higher
vacancy levels. Further, due to relaxation in lockdown restrictions, improved mobility and occupier sentiments
coupled with leasing activity by domestic corporations and GCCs in India, decline in vacancy levels were seen
across regions such as Mumbai, Gurgaon, Noida, Delhi and Chennai post 2021.
As of Q1 CY2025, markets such as Gurgaon, Hyderabad and Pune have witnessed relatively higher city-level
vacancy, due to ongoing supply addition and high vacancy in certain peripheral areas with limited infrastructure
and strata-owned buildings. Whereas markets such as Chennai, and Bengaluru, emerged as best-performing cities
among Tier I cities in terms of current vacancy levels (Q1 CY2025). (Source: CBRE, as at Q1 CY2025)

193
 Top 9 Cities – Vacancy Trend Average Vacancy
CY2022 – Q1 CY2025
70%
Bengaluru 15.2%
60%
Mumbai 20.1%
50% Hyderabad 24.0%
Vacancy %

40% Gurgaon 27.8%

30% Noida 23.0%

Delhi 19.2%
20%
Pune 21.3%
10%
Chennai 16.0%
0%
2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 Q1 2025 Kolkata 16.8%

Source: CBRE, as at Q1 CY2025

Rental Trends
Limited rental growth was witnessed during 2020-21 owing to the onset of the COVID-19 pandemic. From
CY2022 onwards, the market has witnessed a sustained growth in leasing activity thereby moderating vacancy
levels within key markets such as Bengaluru, Mumbai, Gurgaon, Chennai, Pune & Delhi.
Key markets such as Bengaluru, Hyderabad, and Chennai have consistently witnessed rent growth ranging
between 3.7% - 5.7% during the period CY2016 – Q1 CY2025, driven by sustained leasing activity, persistent
demand for high-quality investment-grade assets and constrained supply levels in prime locations. The 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.

Top 9 Cities - Rental* Trends in INR /sqft/month

160 CAGR
CY2016 – Q1 CY2025
150 Bengaluru 3.7%
Indexed Rental (INR/sqft/month)

140 Mumbai 2.0%

Pune 3.3%
130
Gurgaon 2.4%
120 Delhi -0.5%

110 Noida 1.6%

Chennai 4.7%
100
Hyderabad 5.7%
90 Kolkata 2.0%
2016 2017 2018 2019 2020 2021 2022 2023 2024 Q1 2025

Source: CBRE, as at Q1 CY2025

*Weighted average rents based on occupied stock.

Key Office Clusters Across Tier 1 Cities in India

CBRE has identified 33 key office micro markets across tier-I cities highlighted below. These key micro markets
were identified after assessment of multiple parameters including total stock, occupied stock, level of vacancy
across the micro markets, the share of the micro market as a % of total stock within the city and upcoming supply

194
along with forecast vacancy levels across these key micro markets. The shortlisted micro markets account for
approximately 83% of the total stock and 84% of the total occupied stock in tier I cities as at Q1 CY2025.

The table below includes key office parameters for the identified clusters across Tier I cities in India:

Market
Occupied % of
Sn Total Stock Rents*
City Micro market Stock (Mn sq. Total
no. (Mn sq. ft.) (INR/per sq.
ft.) Stock
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)
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

195
 Market
Occupied % of
Sn Total Stock Rents*
City Micro market Stock (Mn sq. Total
no. (Mn sq. ft.) (INR/per sq.
ft.) Stock
ft.)
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 at Q1 CY2025

*Weighted average rents based on occupied stock.

Recent Trends in the Indian Office Market

1. ‘Return-to-Office’ Witnesses Higher Pace

While the 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 occupiers preferring at least 3 days in the office per week.
This trend is primarily driven by the observed increase in office attendance owing to the limitations of working
from home such as data theft, the unavailability of internet connections and constraints on space in the household.
Growing occupancy levels in offices were recorded with 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, 2024 55)

Physical 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 along with the integration of technology for a better experience. This approach entails the creation of
high-quality assets equipped with desirable amenities, fostering a vibrant and engaging work atmosphere.

Changing Occupier's focus and preferences

Occupiers are focusing more on design integration, occupancy planning, employee well-being, and the curation
of better experiences along with the integration of hospitality-centric amenities. 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

55
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, r
al estate & logistics, 2% - telecom & communication.
Region of Origin – 52% - Americas, 36% - Domestic, 10% - EMEA, 2% - APAC
Portfolio Size – 36% - Small (< 100,000 sq. ft.); 31% - Medium (100,000 – 500,000 sq. ft.); 33% - Large (> 500,000 sq. ft.)
196
workforce, there is a growing need for placemaking56 & hospitality-centric in-office environment with modern
designs fostering enhanced employee experience.

Occupiers have remained steady in pursuing long-term portfolio expansion indicating confidence in the Indian
market’s potential. Indian corporates deemed cost-conscious, are seen to be emphasizing the workplace and its
upgradation. About 86% of the domestic occupiers in India are looking to pursue flight-to-quality leasing over the
next two years, generating the need for quality spaces. (Source: CBRE Research, 2024 India Office Occupier
Survey, June, 202457)

2. Long-Term Relevance of Office Spaces and Changing Profile of Occupiers

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 are only
primarily available in physical offices; and offer better physical setup.
Historically, Technology firms, BFSI and E&M sectors have been the mainstay of office demand in India, fuelled
by innovation and expansion accounting for a higher share in leasing.
Beyond the traditional industry sectors, flexible workspace solutions have also seen an increase in end-user
interest from organizations evaluating hybrid and distributed work policies amongst other potential use cases.
Additionally, sectors such as life sciences have expanded across the top cities, driven by both domestic and global
firms that leased large contiguous spaces for building their research and development capabilities. Going forward,
this demand diversification trend is expected to grow and benefit from the expansion of RCA, aerospace, and
automobile firms, thereby supporting the overall growth of the office sector.

During CY2024, Technology firms held the highest share in leasing accounting for 21 - 26% of overall space take
up followed by Flexible workspace operators accounting for 18 - 23% of overall space take up in tier-I cities.

Tenant Sector Absorption Trends in India (CY2022 – CY2024)

19 – 24% 16 – 21%
25 – 30%
3 – 8% 5 – 10%
2 – 7% 4 - 9% 5 - 10%
5 - 10% 11 - 16% 7 - 12%
8 - 13%
12 - 17% 18 - 23%
12 - 17%
9 - 14% 18 - 23% 13 - 18%

25 - 30% 19 -24% 21 - 26%

2022 2023 2024

Technology BFSI FWS E&M RCA Life sciences Others

Source: CBRE as at Q1 CY2025, the data is considered only from Top 9 cities
Note: Flexible Workspace Operators (FWS), Banking, Financial Services and Insurance (BFSI), Engineering &
Manufacturing (E&M.), Research, Consulting & Analytics (RCA), Others include FMCG & retail,

56
Placemaking spans planning, designing, and managing spaces that inspire and promote social interactions and exchange, contributing to
an elevated holistic experience.
57
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, r
al estate & logistics, 2% - telecom & communication.
Region of Origin – 52% - Americas, 36% - Domestic, 10% - EMEA, 2% - APAC
Portfolio Size – 36% - Small (< 100,000 sq. ft.); 31% - Medium (100,000 – 500,000 sq. ft.); 33% - Large (> 500,000 sq. ft.)
197
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 the top 9 cities in India
i.e., Delhi, Gurgaon, Noida, Mumbai, Bengaluru, Chennai, Hyderabad, Pune, and Kolkata.

In the last two years, approximately 95% of the overall office space take-up in tier-I cities was contributed by
transactions of more than 10,000 sq. ft., based on space take-up (Mn sq. ft.). Further, in the last two years,
transactions between 10,000-100,000 sq. ft. accounted for 50%, while 44% of the total space take-up was by larger
space
requirements i.e., greater than 100,000 sq. ft.
Category Wise Space Take-up Category Wise Space Take-up
by Deal Size – in Mn Sq. ft. by Deal Size – Count of Deals
2% 2% 2%
100%
3% 4% 5%
8% 8% 9%
27% 26% 27%
80%
30% 24%
13% 29%
17% 18%
60%
15% 22%
17% 17% 24% 20%
40%
28% 24% 25%
20% 40%
33% 35%
11% 9% 8%
0% 6% 7% 5%
CY2022 CY2023 CY2024 CY2022 CY2023 CY2024
<10,000 sq. ft. 10,000 - 20,000 sq. ft. 20,000 - 50,000 sq. ft. 50,000 - 100,000 sq. ft. 100,000 - 200,000 sq. ft. >200,000 sq. ft.

Source: CBRE, Data as at Q1 CY2025

3. Consolidation with Specialized, Organized Office Developers ~ Shift towards large-scale buildings
The commercial office market in India has witnessed a shift from standalone small-size buildings (i.e., less than
100,000 sq. ft.) to large integrated developments. 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.
With the introduction of campus-style developments, and integrated business parks, the share of large-size
developments in overall stock has witnessed an increase over the last 15 years. As at Q1 CY2025, approximately
37% of the number of developments completed during CY2020 – Q1 CY2025 were over 500,000 sq. ft. Over the
past two decades, development with sizes ranging between 300,000 – 500,000 sq. ft. and >= 500,000 sq. ft. has
increased from 14% share during 2000-2005 to approximately 56% of the share during CY2021 to Q1 CY2025.
Overall Stock Analysis based on Completion Year & Development Size
% share basis number of developments

120 - 125 405 - 410 750 - 755 565 - 570 520 - 525 430 - 435

100% 3% 3%
7% 11% 13%
20% 24%
37%
20%
38% 20%
45% 23%
19%
50%
49%
41% 36%
52% 30%
42%
18% 17% 17% 14%
0%
Pre 2000 2000-2005 2005-2010 2010-2015 2015-2020 2020-2025
<= 100,000 sft 100,000 - 300,000 sft 300,000 - 500,000 sft >= 500,000 sft

198
Source: CBRE, Data as at Q1 CY2025,
Note – Developments launched in phases/multiple towers have been considered as different development to arrive
at the number of development, developments that have been stalled/are under renovation have been excluded from
the analysis.
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, onsite convenience stores, retail facilities) and tech-enabled
workspaces.
In reference to the below graph, the changes in employees’ expectations are leading to evolving requirements
from occupiers. CBRE’s 2024 India Office Occupier58 Survey, June 2024, reveals that approximately 58% of
occupiers are more focused on improving employee experience. Occupiers are also looking to focus on amenities
and services such as access to virtual events, fitness facilities/wellness areas, outdoor amenities, and transport
services as highlighted in the graph below.
With technology integration, Occupiers in India responded favourably to app-based access to F&B services,
touchless building features, app-based ambient controls along with access to admin through mobile phones as
highlighted in the graph below. Technology integration and connectivity remains one of the key drivers of
workplace efficiency and well-being. Technologies such as video conferencing equipment and adjustable work
desks can enhance employee’s workplace experience and encourage them to spend more time in the
office.(Source: CBRE Research, 2024 Asia Pacific Office Occupier Survey; September 2024)
The leasing activity in India has been driven by growing demand, growth of occupiers and return-to-office (RTO)
plans. The 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.
Occupier's Requirements from Office Spaces

Property partnership 14%

Portfolio
Advice on portfolio strategy 16%
App based registration 12%
Touchless building features 28%
Technology
App-based ambient controls 38%
App-based access to F&B services/food court 54%
Access through mobile phones 38%
Admin Communication of urgent/critical updates 50%
Visitor Management 58%
Experience Improving employee experience 58%
Access to virtual events 28%
Promote bikes/cycling with appropriate infrastructure 42%
Amenities &
Transport and concierge services 48%
Services
Outdoor amenities 50%
Fitness facilities / Wellness Areas 60%
Service Requests for maintenance / repairs 48%
FM
Improved HVAC solutioning for energy efficiency 64%
Green certifications 60%
ESG Health, Safety and wellness certifications 64%
Provision of EV charging infrastructure 64%

58
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, re
l estate & logistics, 2% - telecom & communication.
Region of Origin – 52% - Americas, 36% - Domestic, 10% - EMEA, 2% - APAC
Portfolio Size – 36% - Small (< 100,000 sq. ft.); 31% - Medium (100,000 – 500,000 sq. ft.); 33% - Large (> 500,000 sq. ft.)
199
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 (< 100,000 sq. ft.); 31% - Medium (100,000 – 500,000 sq. ft.); 33% - Large (>
500,000 sq. ft.)

5. Sustainable Buildings Emerging as a pre-requisite for Occupiers

As highlighted in the above chart, approximately, 64% of respondents require provision for EV charging
infrastructure, and 60% of respondents are more focused towards green-certified buildings, indicating an
increasing shift in preference for Green Buildings and ESG (Environmental, Social and Governance) compliance
and certifications. Supported by global tailwinds around transition to green buildings and ESG considerations
have become critical factors in evaluating commercial assets. Occupiers have been prioritising sustainability
through various measures such as green-certified buildings, sustainable procurement, water & waste management,
and energy efficiency amongst others.

With benefits ranging from low operating costs, improved employee health and enhanced brand image, a higher
number of occupiers are expected to prefer green-certified buildings for new leases. Key sustainable features such
as Paperless Office, green commute, HVAC system, zero waste, energy-saving initiatives and green spaces foster
a positive company culture, promoting innovation and commitment.

As per CBRE’s India Office Occupier Survey, 2024, nearly one-third of companies occupied green-certified
buildings in their office portfolios, reflecting a growing focus on environmental responsibility. This increase in
demand is driving a shift in the development landscape, with leading office developers increasingly focusing on
creating green-certified office spaces. For developers, green buildings are becoming a “must have” from “nice to
have” amenities. (Source: CBRE Research, Sustainability: The Key to Future-Proofing Real Estate, February
2024)

To support the sustainability in Indian commercial real estate landscape, the Government has taken various
measures.
Formation of the Indian Green Building Council (IGBC) as part of the Confederation of
2001
Indian Industry (CII)
Commencement of environmental and social responsibility reporting in India with the
2009 Ministry of Corporate Affairs issuing voluntary guidelines on corporate social
responsibility
The Security and Exchange Board of India (SEBI) mandates business responsibility
2012
Reporting filing to the top 100 listed companies by market capitalisation
SEBI defines green debt securities funds raised for projects and assets falling under the
2017 set of categories to deliver environmental benefits.
Inclusion of energy efficiency under green debt securities.
SEBI mandates ESG disclosures under business responsibility and sustainability
2022 reporting for the top 1,000 listed companies from FY2023.
Government releases a framework for sovereign green bonds
Government issues first tranche of its maiden sovereign green bond worth INR 80 billion
2023
(USD 980 Million)
Source: CBRE Research, Sustainability: The Key to Future-Proofing Real Estate, February 2024

Further, green incentives such as additional FAR, preferential power tariffs, infrastructure subsidies, stamp duty
waivers and tax breaks across key cities in India are intended to support green-certified developments.

200
As of Q1 CY2025, approximately 56% of the total office stock is green-certified. Historically the share of green-
certified buildings has increased from 185 Mn sq. ft. in 2015 to approximately 494 Mn sq. ft. as at Q1 CY2025
growing at a CAGR of 11.2% during the period. Approximately 70 - 72% of the space take up during CY2024
and Q1 CY2025 (96.4 Mn sq. ft.) is across green certified buildings. (Source: CBRE, Q1 CY2025)

Share of Green–Certified Buildings in Increasing Share of Total Green

Total Office Stock as at Q1 CY2025 Certified Stock (in Mn sq. ft.)

Green Certified
Stock
Total Stock – 56% 494
883 Mn sq. ft.

185

Till 2015 Q1 2025

Source: CBRE, as at Q1 CY2025

6. Emergence of Office Space in Non-Tier I Cities –

India’s Tier I cities have been prime employment hubs and key economic and office growth drivers. Consequently,
India’s Non-Tier I cities were primarily seen as industrial or residential centres, developing as hubs of the trade
and services sector. Since 2006, commercial real estate across these non-Tier I cities in India has been in its early
stages of development. The demand for real estate was mainly driven by Business Process Outsourcing Units,
local startups, industries, and IT companies supported by the STPI policy59 and IT/ITes policy across these cities.

A COVID-19 pandemic-induced reverse migration60 enabled businesses to access a skilled and readily available
workforce in these non-Tier I cities. Since 2020, these cities have witnessed an increase in service-based growth.
The demand for commercial real estate in non-Tier I cities is driven by an influx of both domestic and selected
global companies on account of cost-effective real estate and the availability of a talent pool. Post the COVID-19
pandemic, these non-Tier I cities have increasingly become relevant for companies to set up their satellite offices
in. This trend is further supported by the rise of local startups, the expansion of established start-ups and Micro,
Small, and Medium Enterprises into these smaller markets.

Traditionally, office spaces in these non-Tier I cities were dominated by sub-investment grade built-to-suit or
campus style developments, characterised by smaller floor plates, and limited amenities across strata/lease
disposition model. However, capitalising on the growing corporate appetite, non-Tier I cities have gradually
transitioned towards the emergence of investment-grade office parks. Additionally, some interested flexible
workspace operators are also evaluating these markets for expansion, in response to the demand from
organizations looking to establish/expand their footprints in these cities.

Cities such as Ahmedabad, Kochi, Vadodara, Coimbatore, Jaipur, and Indore have seen growth in multi-tenanted
buildings (MTB) over the past few years. This growth is driven by the availability of land parcels, competitive
rentals, developing infrastructure and connectivity, the presence of manufacturing hubs, service hubs and access
to skilled talent.

Key drivers of real estate demand in non-Tier I cities at a glance:

59
The Software Technology Park Scheme is a 100% export-oriented scheme for the development and export of computer software, including
export of professional services using communication links or physical media.
60
Refers to the migration of people back to their sub-urban, rural communities from Tier I cities, due to the COVID-19 pandemic.
201
Source: CBRE, *CBRE Research, The Office Sector’s Ascent: Tier II cities on the Horizon, January 2024

Key non-Tier I cities61 – Commercial Office Overview:

Ahmedabad: Ahmedabad is the largest and most populous city in Gujarat (Source: Ahmedabad District’s Official
Website, Government of Gujarat). Ahmedabad’s twin cities (Business Capital & Gandhi Nagar) along with
Gujarat International Finance Tec-City are prominent manufacturing and trading hubs in western India. Over the
last decade, the city has attracted global and Indian firms and is a key hub for pharmaceutical and manufacturing.

Ahmedabad was initially recognized as an industrial and manufacturing hub. The city's office space demand was
at an early development stage and relatively unorganized, driven primarily by local businesses and industries.
However, in the last 3-4 years, the city has seen the emergence of startups and demand from Information
Technology (IT) and Business Process Outsourcing (BPO) industries.

Key planned infrastructure initiatives such as the Ahmedabad – Mumbai High-Speed Rail62, Ahmedabad Metro
Rail Project – Phase II63, Gujarat International Finance Tec-City (Phase II & III)64, A greenfield – Dholera
International Airport65 and Delhi-Mumbai Industrial Corridor are intended to enhance the city's overall
connectivity and attractiveness for businesses.

As at H1 CY2024, Ahmedabad has a total Grade A office stock of approximately 15.5 – 16.5 Mn sq. ft.. The city
is forecast to see an additional supply of approximately 1.7 – 1.9 Mn sq. ft. during CY2025 based on existing
under-construction projects. The key sectors driving demand across the city include BFSI (Banking, Financial
Services and Insurance) and Technology and Engineering and Manufacturing (E&M) firms.

Snapshot - Grade A Office stock in Ahmedabad:

Total Stock as at June 30, 2024 (Mn sq. ft.) 15.5 – 16.5
Occupied Stock as at June 30, 2024 (Mn sq. ft.) 13.6 – 14.6
Vacancy as at June 30, 2024 (%) 11 - 13%
Average Market Rents as at June 30, 2024 (per sq. ft. / month) INR 35-50 per sq. ft./month

61
CBRE has identified these cities based on quantum of commercial real estate and flexible workspace.
62
India’s first high-speed rail project, a 500 km rail line proposed to connect Mumbai and Ahmedabad via Surat and Vadodara, aimed to
reduce travel time between Ahmedabad and Mumbai from 7 hours to approximately 3 hours.
63
Ahmedabad Metro Rail Project Phase II is a 20.8 Km long corridor of with 8 stations launched on 16 th September 2024
64
An integrated development across 886 acres ~ expected to act as a key real estate node in the city (Source: Ahmedabad – Tier II cities
coming of age, CBRE Research)
65
Planned to have an aerocity spread across ~ 185 acres with offices, retail developments and cargo handling facilities.
202
The city has 3 prominent office micro markets as highlighted below:

Key Office Micro-markets as at H1 CY2024:

Total
Average
Office
Office
Micro- Stock
Details Rent Locations
market (In
(INR/sq.
Mn sq.
ft./month)
ft.)
A well-
established Ashram
office micro 0.9 – INR 35-45 Road,
CBD market that 1.1 Mn /sq. Chimanlal
houses largely sq. ft. ft./month Girdharlal
independent Road
buildings
SG
The most Highway,
preferred 11.5 – Prahlad
INR 40 –
micro-market 11.7 Nagar,
SBD 50 /sq.
among Mn sq. Corporate
ft./month
technology ft. Road,
occupiers Iscon
Ambli
GIFT
An emerging
City,
office micro-
3.3 – INR 40 – Mindspace
market houses
PBD 3.5 Mn 50 /sq. SEZ,
various global
sq. ft. ft./month Sargasan,
technology and
Science
BFSI occupiers
City

Kochi: The port city, Kochi is the largest urban conglomerate in Kerela. (Source: Press Information Bureau,) The
city’s economy is primarily driven by shipbuilding, chemicals, and tourism industries. It is a key commercial
destination in Kerela supported by its connectivity to Tier 1 cities such as Bengaluru and Chennai.

Over the last few years, the city has seen a rise in demand from both domestic and global companies across sectors
such as Technology and fin-tech. Key existing infrastructure such as Kochi Metro Rail (KMR), Kochi Water
Metro and the proposed Industry Corridor (Kochi-Bengaluru Industrial Corridor) are aimed to enhance the city's
overall connectivity and attractiveness for businesses.

As at H1 CY2024, Kochi has a total office stock66 of approximately 13.7 – 14.7 Mn sq. ft.. The city is forecast to
see an additional supply of approximately 0.4 – 0.6 Mn sq. ft. during CY2025, based on existing under-
construction projects. The key sectors driving demand across the city are Research, Consulting & Analytics,
Technology and Aviation sector.

Snapshot - Office stock in Kochi:

Total Stock as of June 30, 2024 (Mn sq. ft.) 13.7 – 14.7
Occupied Stock as of June 30, 2024 (Mn sq. ft.) 10.1 – 11.1
Vacancy as of June 30, 2024 (%) 25 - 27%
Average Market Rents as at June 30, 2024 (per sq. ft. / month) INR 45-60 per sq. ft./month

66
Including Grade A, Grade B and Grade C
203
The city has 3 prominent office micro markets as highlighted below:

Key Office Micro-markets as at H1 CY2024:

Total
Office Average
Stock Office
Micro-
Details (In Rent Locations
market
Mn (INR/sq.
sq. ft./month)
ft.)
The micro-
market MG Road,
primarily 1.1 – Kaloor,
CBD and houses client- INR 55 –
1.3 Kadavanthra,
Extended 65 /sq.
facing Mn Panampilli
CBD ft./month
corporate sq. ft. Nagar,
offices, and Thevara
retail outlets.
This is an
4.3 –
emerging office INR 60 – Vyttila,
4.5
Off CBD micro-market 70 /sq. Pararivattom,
Mn
along the NH ft./month Edappally
sq. ft.
66 bypass.
A well-
established
office market ~
this micro- 8.5 –
INR 40 – Kakkanad,
market hosts 8.7
SBD 50 /sq. Seaport –
several Mn
ft./month Airport Road
technology sq. ft.
firms and
corporate
occupiers

Indore: Located in Madhya Pradesh, Indore was one of the first 25 cities to be developed under the Central
Government’s ‘Smart City Mission’. It functions as the commercial capital of the state and is a key education hub
as it houses premium national colleges. With a skilled labour talent pool, led by the presence of top colleges in
India, and with the presence of several Grade A office developments catering to numerous Indian IT companies,
global technology firms and startups, Indore is emerging as a service hub for central India.

The city has been witnessing the growth of several startups. Key ongoing Infrastructure initiatives such as the
Indore Metro Rail Project aim to enhance the city's overall connectivity and ease congestion across the key nodes
in the city. The proposed Economic Corridor is planned to be developed as an ‘Investment Region’ for office
spaces, retail outlets, green industries, data centres and hotels. The corridor is likely to house a Fintech City and
an Aerocity to attract global/domestic investments and boost real estate across sectors. (Source: CBRE Research,
Tier II cities: Coming of Age)

As at H1 CY2024, Indore has a total office stock67 of approximately 9.3 – 10.3 Mn sq. ft.. The city is forecast to
witness an additional supply of approximately 1.2 – 1.4 Mn sq. ft. during CY2025, based on existing under-
construction project.

Snapshot - Office stock in Indore:

Total Stock as at June 30, 2024 (Mn sq. ft.) 9.3 – 10.3

67
Including Grade A and Grade B
204
 Occupied Stock as at June 30, 2024 (Mn sq. ft.) 8.5 – 9.5
Vacancy as at June 30, 2024 (%) 8 - 10%
Average Market Rents as at June 30, 2024 (per sq. ft. / month) INR 45 - 70 per sq. ft./month

The city has 3 prominent office micro markets as highlighted below:

Key Office Micro-markets as at H1 CY2024:

Average
Micr Total
Office
o- Office
Details Rent Locations
mar Stock (In
(INR/sq.
ket Mn sq. ft.)
ft./month)
The micro market is
dominated by
INR 50 –
Government agencies 2.5 – 2.7
CBD 70 /sq. MG Road
and banks, client- Mn sq. ft.
ft./month
facing and
administrative offices
A dominant office
micro-market and is
INR 45 –
witnessing continued 5.1 – 5.3 Vijay
SBD 65 /sq.
demand from Mn sq. ft. Nagar
ft./month
occupiers – houses
technology occupiers
A growing residential
catchment and a INR 35 –
2.0 – 2.2 Super
PBD preferred micro 55 /sq.
Mn sq. ft. Corridor
market for large ft./month
campuses

Vadodara: The city is an emerging engineering and manufacturing landscape across sectors such as
pharmaceuticals, chemicals, biotechnology, engineering, auto and defence. Vadodara hosts large-scale public-
sector enterprises such as Gujarat Alkalies & Chemicals Limited (GACL), Gujarat State Fertilizers and Chemicals
(GSFC), Indian Oil Corporation (IOCL) and Oil & Natural Gas Corporation (ONGC) amongst others. (Source:
Invest India, Vadodara – Bharuch-Ankleshwar Cluster – Country’s Power Engineering and Chemicals Cluster)
Supported by the Government’s existing and planned initiatives across the IT/ITes sector, Special Economic
Zones – Bio-Tech Park SEZ, Industrial parks, the city has witnessed a moderate increase in demand for real estate
from startups and domestic corporations.

As at H1 CY2024, Vadodara has a total office stock68 of approximately 6.7 – 7.7 Mn sq. ft.. The city is forecast
to witness an additional supply of approximately 1.9 – 2.1 Mn sq. ft. during CY2025, based on existing under-
construction projects. In the past few years, the region has witnessed demand for commercial real estate primarily
from the Engineering and Manufacturing sectors.

Snapshot - Office stock in Vadodara:

Total Stock as at June 30, 2024
6.7 – 7.7
(Mn sq. ft.)
Occupied Stock as at June 30,
5.1 – 6.1
2024 (Mn sq. ft.)
Vacancy as at June 30, 2024
21 - 24%
(%)

68
Including Grade A and Grade B
205
Average Market Rents as at
June 30, 2024 (per sq. ft. / INR 30 - 6069 per sq. ft./month
month)

The city has 3 prominent office micro markets as highlighted below:

Key Office Micro-markets as at H1 CY2024:

Total
Office Average
Stock Office
Micro-
Details (In Rent70 Locations
market
Mn (INR/sq.
sq. ft./month)
ft.)
This micromarket
comprises major IT 3.1 – Sarabhai
SBD + parks including IT and 3.3 INR 45 –
Campus,
Ex - 60 /sq.
engineering & Mn Alembic
SBD ft./month
Manufacturing tenants sq. ft. City
amongst others
This is primarily the
1.9 –
market for retail and INR 38 –
2.1
CBD comprises old city 60 /sq. Karelibaug
Mn
areas along with small ft./month
sq. ft.
standalone offices
This is an emerging
1.9 –
market with upcoming INR 30 –
2.1
PBD large-scale 48 /sq. Kalali
Mn
developments ~ ft./month
sq. ft.
modern buildings

Jaipur: Jaipur’s economy is primarily led by tourism and the gems & jewellery industry. The city is part of the
‘Golden Triangle Tourist Circuit71 along with Delhi NCR and Agra (Source: Government of India). The city is
home to Mahindra World City72, spread across 3,000 acres.

Supported by the city’s connectivity to the National Capital Region the city has witnessed increased activity in
the services sector. Jaipur has seen an increase in local startups and an expansion of IT Companies over the last
three years. Key existing infrastructure initiatives such as the Jaipur Metro and Jaipur Ring Road Project have
enhanced the overall connectivity within the city. Ongoing and planned infrastructure initiatives such as the Delhi-
Mumbai Industrial Corridor via Jaipur and the proposed metro phase III along with Ring Road project III are
aimed to enhance the city's overall connectivity.

As at H1 CY2024, Jaipur has a total office stock73 of approximately 7.1 – 8.1 Mn sq. ft.. The city is forecast to
witness an additional supply of approximately 1.4 – 1.6 Mn sq. ft. during CY2025, based on current under-
construction projects.

Snapshot - Office stock in Jaipur:

Total Stock as at June 30, 2024 (Mn sq. ft.) 7.1 – 8.1
Occupied Stock as at June 30, 2024 (Mn sq. ft.) 5.6 – 6.6
Vacancy as at June 30, 2024 (%) 19 - 21%

69
Rentals are on carpet area.
70
Rentals are on carpet area.
71
A 700 km tourist circuit that connects Delhi NCR, Agra and Jaipur
72
Mahindra World City - Spread across 3,000 acres this is 74:26 joint venture between Mahindra Group and Rajasthan State Industrial
Development and Investment Corporation.
73
Including Grade A and Grade B
206
Average Market Rents as at June 30, 2024 (per sq. ft. / month) INR 50 - 70 per sq. ft./month

The city has 4 prominent office micro markets as highlighted below:

Key Office Micro-markets as at H1 CY2024:

Total
Office Average
Stock Office
Micro-
Details (In Rent Locations
market
Mn (INR/sq.
sq. ft./month)
ft.)
The most
preferred office
micromarket
0.3 –
with excellent INR 55 –
0.5 C-Scheme, MI
CBD connectivity ~ 65 /sq.
Mn Road
old buildings ft./month
sq. ft.
are occupied by
BFSI firms and
retail brands
The micro-
market is
characterized
Civil Lines,
by a host of 3.6 –
INR 50 – Tonk Road,
scattered multi- 3.8
SBD 70 /sq. JLN
storeyed and Mn
ft./month Marg, Vaishali
stand-alone sq. ft.
Nagar
buildings with
excellent
connectivity
The
micromarket Sitapura
0.6 –
consists of INR 50 – Vishwakarma
PBD 0.8
standalone 60 /sq. Industrial
1,2,3 Mn
buildings with ft./month Area,
sq. ft.
individual Durgapura
ownership.
Spread across
3,000 acres this
is a 74:26 joint
venture
Mahindra between 2.7 – NH-8 (Jaipur-
INR 55 –
World Mahindra 2.9 Ajmer
65 /sq.
City - Group and Mn Highway) /
ft./month
SEZ Rajasthan State sq. ft. Ajmer Raod
Industrial
Development
and Investment
Corporation.

Coimbatore: Coimbatore is the second-largest city in Tamil Nadu after Chennai and the 16th-largest urban
agglomeration in India. (Source: Coimbatore City Municipal Corporation, District Profile, Government of Tamil
Nadu) It is a key commercial hub for textile industries, engineering and manufacturing companies and technology

207
firms in the state. Coimbatore is a prominent outsourcing destination for auto components and is a manufacturing
hub for pumps, wet grinders, jewellery and gems.

Over the last few years, the city has seen demand from MNCs, GCCs, and local startups. Key proposed
infrastructure initiatives such as the Coimbatore Metro Rail Line 74, Western Ring Road75 and Industry Corridor76
are aimed to enhance the city's overall connectivity.

As at H1 CY2024, Coimbatore has a total office stock77 of approximately 6.7 – 7.7 Mn sq. ft.. The city is forecast
to witness an additional supply of approximately 0.2 – 0.4 Mn sq. ft. during CY2025, based on under-construction
projects. The key sectors driving demand across the city are Research, Consulting & Analytics, and Technology.

Snapshot - Office stock in Coimbatore:

Total Stock as at June 30, 2024 (Mn sq. ft.) 6.7 – 7.7
Occupied Stock as at June 30, 2024 (Mn sq. ft.) 5.9 – 6.9
Vacancy as at June 30, 2024 (%) 10-12%
Average Market Rents as at June 30, 2024 (per sq. ft. / month) INR 45-60 per sq. ft./month

The city has 4 prominent office micro markets as highlighted below:

Key Office Micro-markets as at H1 CY2024:

Total Average
Micro- Office Office Rent
Details Locations
market Stock (In (INR/sq.
Mn sq. ft.) ft./month)
The micro market RS Puram,
comprises smaller Gandhipuram,
1.0 – 1.2 INR 50 – 70
CBD offices for client- Avinashi Road
Mn sq. ft. /sq. ft./month
facing businesses till Lakshmi
such as banks Mills
This comprises
SBD1 (an
upcoming
commercial Avinashi Road,
market with large 2.4 – 2.5 INR 50 – 65 TIDEL78 Park,
SBD
IT occupiers) & Mn sq. ft. /sq. ft./month Airport, Trichy
SBD2 Road
(characterized by
small-sized
offices)
The micro-market
2.8 – 2.9 INR 30 – 40 Saravanampatti,
PBD 1 is dominated by
Mn sq. ft. /sq. ft./month Kalapatti
MSMEs79
A key IT location
in the city
comprising a SEZ 0.7 – 0.8 INR 45 – 55 Eachanari,
PBD 2
campus and Mn sq. ft. /sq. ft./month Neelambur
captive units along
wit

74
The project is expected to reduce traffic bottlenecks and enhance connectivity between key commercial micro markets in the city.
75
A 32.4 km long, four lane road proposed to reduce traffic congestion in the city.
76
Defence Industrial Corridor & Kochi-Bengaluru Industrial Corridor, the two industrial corridors are likely to enhance the connectivity of
Coimbatore with other key cities, promote industrial cluster developments aimed to attract global/domestic investments.
77
Including Grade A, Grade B and Grade C
78
TIDEL is portmanteau of Tamil Nadu Industrial Development Corporation and Electronic Corporation of Tamil Nadu Limited
79
Micro, Small & Medium Enterprises
208
Outlook for Office space across non-Tier I Cities in India -

Demand side – More than 45% of recognized startups are emerging out of non-Tier I cities. (Source: Economic
Survey, 2023-2024, Government of India) Numerous start-ups would continue to be incubated in non-Tier I cities,
powered by innovation across Education Technology, Health Technology, and Finance Technology supported by
Government initiatives such as GENESIS 80 (Gen-Next Support for Innovative Startups). (Source: CBRE
Research, The Office Sector’s Ascent: Tier II Cities on the Horizon, January 2024)

Out of the total installed GCC talent, approximately 4% is in non-Tier I cities. These non-Tier 1 cities account for
approximately 220+ GCCs in FY2024, up from 90+ GCCs in FY2019. Ahmedabad, Coimbatore, and Vadodara
are the key hubs in these non-Tier I cities with approximately 10% of GCCs either newly set up or expanded in
the past year. The State Governments of Karnataka and Tamil Nadu are crafting GCC-specific policies such as
the Startup Tamil Nadu Policy, and Karnataka Data Centre Policy intended to further support the growth of GCC
in these regions. (Source: NASSCOM, India GCC Landscape Report – The 5 Year Journey, September 2024)

CBRE India Office Occupier Survey, 2024 indicated a preference amongst occupiers to expand in smaller cities
over the next few years. Global and Indian firms are looking to explore these non-Tier I cities as the next growth
cities. Technology and BFSI firms are expanding their businesses in these non-Tier I cities. The Survey also
revealed that domestic companies are also evaluating expansion in these non-Tier I cities over the next one to
three years. (Source: CBRE Research, 2024 India Office Occupier Survey, June, 202481)

Infrastructure development – Several Government initiatives are likely to enhance the infrastructure within non-
Tier I cities. The ‘Smart Cities Mission’ launched on 25 th June 2015, was designed to enhance the quality of life
in 100 selected cities by providing efficient services, infrastructure, and a sustainable environment. (Source: Press
Information Bureau, Ministry of Housing & Urban Affairs, September 2 nd, 2024) As at August 2024, the
Government has created 1,266 vibrant urban spaces, 815 social infrastructure projects and 805 economic
infrastructure projects. Over 4,700 kilometres of roads have been constructed or upgraded and 580 kilometres of
cycle tracks have been developed across 100 cities. Approximately 21 incubation centres and skill development
centres have been established and over 56 market redevelopment projects have been completed. More than 8,000
multi-sectoral projects are being developed within 100 cities, with an approximate cost of INR 1.6 trillion. More
than 90% of the total projects (7,244 projects amounting to INR 1.5 trillion) undertaken under the Smart Cities
Mission have been completed. (Source: Press Information Bureau, Ministry of Housing & Urban Affairs,
September 2nd, 2024)
Supply side – A few Prominent developers in India have commenced projects in non-Tier I cities over the last
few years. Over the next few years, these non-Tier I cities are expected to witness a relatively higher number of
grade A office developments likely also having flexible workspaces and amenities as per global and domestic
occupiers. (Source: CBRE Research, The Office Sector’s Ascent: Tier II Cities on the Horizon, January 2024)

Increasing investments in urban infrastructure such as airports, metros, and highways an improving economy,
digital integration across the country and growing urbanization are likely to expand demand for economic centres
in the country beyond the traditional metropolitan cities. Technology companies and GCCs are expected to drive
this gradual shift towards select non-Tier I cities. However, the transition would depend on the sustained
availability of skilled talent in these smaller markets. (Source: CBRE Research, The Office Sector’s Ascent: Tier
II Cities on the Horizon, January 2024)

80
Scheme with a budgetary outlay of Rs. 490 Crore for a duration of 5 years to accelerate and enhance the fast-rising tech startup ecosystem.
The Scheme aims to boost the startup ecosystem in Tier-II & Tier-III cities and upcoming towns in the country with emphasis on collaborative
engagement among startups, Government and corporates. GENESIS envisages further scaling up and sustaining the tech ecosystem especially
to discover, support, grow and make successful startups. The scheme aims to directly support 1500+ startups from Tier-II and Tier-III cities.
(Source: Press Information Bureau, Delhi, Ministry of Skill Development and Entrepreneurship, July 2024)
81
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, r
al estate & logistics, 2% - telecom & communication.
Region of Origin – 52% - Americas, 36% - Domestic, 10% - EMEA, 2% - APAC
Portfolio Size – 36% - Small (< 100,000 sq. ft.); 31% - Medium (100,000 – 500,000 sq. ft.); 33% - Large (> 500,000 sq. ft.)
209
Note: June 2024 data has been represented in the section above which is the most recent information commonly
available across all non Tier-I cities

Outlook for Office Space across Top 9 cities in India

Sustained corporate expansion across diverse sectors is posed 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.

Upcoming investment-grade supply – Aligning with evolving occupier preferences for high-quality workplace
environments, developers are also placing greater emphasis on workplace experience and hospitality integration,
ensuring office environments that foster productivity, collaboration, and employee wellbeing.

Leasing – Established markets, notably Bengaluru, Hyderabad, Delhi-NCR and Mumbai, are expected to sustain
their prominence in leasing activity. Concurrently, Chennai and Pune are demonstrating increased market traction,
driven by a well-positioned supply pipeline, a robust talent base, and a growing occupier focus on diversifying
beyond gateway cities. Leasing demand is also forecasted to expand into tier-II cities as businesses seek strategic
expansion opportunities. Leveraging the resurgence of leasing between 2022 and 2024, domestic companies are
expected to continue prioritising quality spaces to support their long-term expansion plans.

Diversification of demand – The technology sector is expected to remain a key demand driver, while the BFSI
and E&M sectors are likely to continue expanding, propelled by their thrust towards digitalisation initiatives.
Emerging industries, including life sciences, semiconductors, and automobiles, are also anticipated to witness
sustained growth.

GCCs remain a key driver of office demand – Expansion of GCCs, driven by consolidation and new entrants,
is forecast to account for 35-40% of office space absorption in key Indian cities in 2025, while supportive state
policies would potentially encourage growth in smaller cities. Furthermore, sustained capital investment underpins
expectations for a steady influx of quality institutional projects in the office sector. (Source: CBRE Research,
India Market Monitor Q1 2025, April 2025)

The emergence of Flexible Workspaces as an important segment in the office sector:

Flexible workspaces are becoming an integral part of the commercial office market. The Flexible Workspace
stock in the 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 Q1
CY 2025.

According to the CBRE Research’s 2024 India Office Occupier Survey, 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, 2024 India Office Occupier Survey, June 2024

210
 FIGURE 2.7: What percentage of the portfolio consists of flexible office space (i.e., co -working, managed offices)
% of respondents
% of respondents

% of flexible spaces in the overall office portfolio

2026 76-100% 17% 22%

More than
59% 10% of the 51-75% 7% 8%
total office
India Occupier portfolio as
Survey, 2024 flexible 26-50% 7% 8%
spaces
42%
11-25% 10% 22%
India Occupier
Survey, 2023
10% 18% 23%
43%

India Occupier 0% 23% 35%

Survey, 2022
Now
24% Two years from now 0% 5% 10% 15% 20% 25% 30% 35% 40%

Source: CBRE s 2024 India Office Occupier Survey; CBRE s India Office Occupier Survey 2023 , CBRE s 2022 India Office Occupier Survey , CBRE Research, Q2 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 (< 100,000 sq. ft.); 31% - Medium (100,000 – 500,000 sq. ft.); 33% - Large (>
500,000 sq. ft.)

The rise of hybrid work models, prudence in the use of capital, the need for flexibility, 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, and small and medium-sized enterprises (SMEs) to large
corporations. These organizations are evaluating to integrate flexible workspaces into their office portfolios as
part of their ‘Core+Flex’82 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.

Flexible 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:

• Support in implementing hybrid and distributed working policies

• Outsourcing non-core CRE operations
82
‘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.
211
 • To circumvent upfront investment in office fit-outs
• Converting capital expenditure to operating expenditure
• Acquiring small portions of large floorplates in buildings of preference
• Supporting multi-geography expansions

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 varied working
styles and introducing flexibility to the commercial office market.
The table below illustrates the evolution of the flexible workspace sector in India:
Details
Pre-2015 • Prior to 2015, the flexible workspace offering was mostly limited to two kinds of
solutions:
o Traditional business centres/serviced offices comprising a mix of of
private suites and meeting rooms catering mostly to short-term needs for
small serviced offices and swing space requirements from corporate
organizations
o 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 to gain 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 organisations
• 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 workspaces with flexible terms by MSMEs and corporate
organisations
• These solutions became popular with enterprises looking to circumvent upfront capital
expenditure in office 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 ‘Managed Campus’ concept that aimed
to offer the privacy, flexibility, and customization of a managed office along with the
advantages and experience of an amentized and tech-enabled office campus
2020 – 2021 • Owing to the COVID-19 pandemic, ‘Work From Home’ and ‘Remote Work’ protocols
(Covid-19 impact were implemented by many organisations
& Recovery • ‘Remote first’ became the dominant work policy adopted by many organizations,
Period) impacting the physical occupancies in both traditional offices 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
• Q2 2021 onwards
o Careful reopening of flexible workspace centres, with increased focus on
EHS, ESG, and other COVID safety protocols, practices, and guidelines
212
 Details
along with the installation of Health and Safety oriented technologies and
equipment by multiple operators
o Introduction of novel solutions by a few flexible workspace operators like
on demand 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 • Adoption of “core+flex” strategies by multiple startups and corporate enterprises
onwards 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 the leading drivers for flexible workspace solutions
• Evaluating Non-Tier 1 cities started becoming a more integral part of the 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 and employee well-being 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 flexible workspace solutions that in isolation or
combination may incline end users towards evaluating flexible workspace solutions:
• Capital 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.

• 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 even more agile office
portfolios while providing their employees the flexibility to work from a network of locations.

• 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.

• Operational Outsource: Real Estate is a non-core function for most organizations and managing their
real estate requirements may take from their 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
requieremnts and other operational requirements allowing them to retain their focus on their core
business.

213
 • 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.

Common flexible workspace offerings:

On Demand

• Hybrid Digital Solution - Pay per Use solutions allowing users to book open desks and meeting
rooms on demand across locations with booking, payment, usage tracking enabled through
technology

Pre-built, Shared & Serviced Spaces

• Business Centre - Small – Medium sized centres comprising of small private & serviced suites with
shared meeting rooms and common amenities primarily catering to short term space needs from
enterprises

• Enterprise Coworking - Small – Large sized centres with collaborative areas, meeting rooms,
private suites, open desks and key amenities with the ability to cater to both startups and enterprises

Custom Built Managed Offices

• Shared Managed Offices - Custom built bespoke serviced offices with shared common amenities
for medium to long term use by end users

• Private Managed Offices - Custom built & fully private bespoke serviced offices with dedicated
amenities for medium to long term use by end users

• Managed Campus Centres - Full building campus like flexible workspace centres aiming to provide
the end user occupiers with the privacy, flexibility, and customization of a shared managed office
solution along with experience analogous to an amenitized and tech enabled office campus

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 integrating technology into their offerings to further enhance end-user experiences.
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 systems

• Digitized meeting and conference rooms booking system

• Online ticket raising platforms

• Food ordering enablement’s on member app

• Enablement on member app for networking and engagement

• Automated Visitor management and access control systems

• Space utilization tracking technology

• Technology to track fit-out project progress

214
Multiple flexible workspace operators are looking to increase focus on service quality, member wellness,
compliance and 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 currently stands over 96 Mn sq. ft. as of Q1 CY 2025. While around 90%
of this stock is spread across key Tier 1 markets of India, demand for flexible workspaces in Non-Tier 1 cities has
also been growing.

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 Centre

2,200+
Locations

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.

Tier 1 cities in India account for over 88 Mn sq. ft. of the total flexible workspace stock in India (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 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 the implementation of hybrid and distributed
work policies by organizations, increased focus on employee well-being and 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.

215
The growth in flexible workspace demand across both Tier 1 and Non-Tier 1 cities is driven by occupier demand
across diverse segments including but not limited to large enterprises, MSMEs and, startups.

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.

The demand for flexible workspaces in India has been well distributed between domestic and internationally
headquartered organizations. Collectively, Domestic and American headquartered organizations contributed over
70% of the new/ expansion transactions closed across flexible workspace centres across India over the last 2-3
years.

Percentage of Total Transactions closed in flexible workspaces analysed basis End User Operating
Industry (Top 5 Industries) (New Deals Expansions)

CY 2024 27% - 32% 8% - 13% 8% - 13% 6% - 11% 1% - 6%

CY 2023 27% - 32% 8% - 13% 6% - 11% 5% - 10% 1% - 6%

CY 2022 29% - 34% 7% - 12% 6% - 11% 4% - 9% 3% - 8%

IT, Technology & Software Development BFSI Engineering & Manufacturing Business Consulting & Professional Services FinTech

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 Engineering & Manufacturing companies over the last 2-
3 years.

216
According to the CBRE Research’s 2024 India Office Occupier Survey 83, 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.

Which portfolio strategies are you planning to pursue over the next 12
30% months

Next 12 months
17%
15%

10%
8%
7% 7% 7%

Increasing use of Consolidating to Flight to quality Decentralizing to Exploring sale Using satellite Relocating some Relocating to CBD
fleixible office fewer locations relocation / more locations (eg., leasebacks offices / near home functions to tier-II fringes or
space upgrading to higher hub and spoke) working cities decentralized
quality buildings locations

Source: CBRE Research, 2024 India Office Occupier Survey, June 2024

Flexible Workspace Sector Dynamics - Tier 1 Cities

The flexible workspace stock in Tier 1 cities grew from more than 35 Mn sq. ft. by the end of CY 2020 to over to
88 Mn sq. ft. as of Q1 CY 2025. The 28 key clusters identified across Tier 1 cities account for around 80% of total
flexible workspace stock in these cities.

Given the diversity of, clients, client requirements and nature of end-user demand, a fair share of the commercial
office stock including both multi-tenanted & standalone buildings and Grade A & Non-Grade A buildings in the
identified key clusters could be considered as potentially relevant stock for flexible workspace operators in India.
Bengaluru currently is both the largest commercial office and flexible workspace market of India accounting for
around 30% of the total flexible workspace stock amongst Tier 1 cities.

While hubs like Bengaluru, Pune, Hyderabad, Gurgaon and Mumbai continue to be popular markets for flexible
workspace operators, markets like Noida & Chennai have also gained traction in response to the end-user interest.

83
Note: The survey was conducted during March-April 2024; Total number of respondents – 70-78*
This was a multiple-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 due to their scale, type and location of business operations.
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 (< 100,000 sq. ft.); 31% - Medium (100,000 – 5,00,000 sq. ft.); 33% - Large (> 500,000 sq. ft.)
217
*All data as of Q1 CY 2025, estimate only.

Tier 1 Cities – Overview of Flexible Workspace Segment (Q1 CY2025)

BENGALURU:

Bengaluru is a key hub for India's information technology sector, with multiple tech companies, research and
development centres, and startups having presence in the city. It also is the country's largest flexible workspace
market, with multiple operators having and expanding their presence in the city. In line with the commercial office
market activity, flexible workspace operators are also looking to expand their presence in micro markets such as
the Central Business District (CBD), Extended Business District (EBD), Outer Ring Road (ORR), North
Bengaluru, and Whitefield.

The Central Business District (CBD) is popular due to its central location and good connectivity. The Extended
Business District (EBD) offers relatively competitive rental rates compared to the CBD and has a mix of Grade
A office spaces along with a couple of notable tech parks. The Outer Ring Road (ORR) is the largest commercial
real estate market in Bengaluru and also has the highest flexible workspace stock in the city.

North Bengaluru is gaining relevance given the availability of Grade A office spaces and its location, providing
multiple options for companies looking to expand or consolidate operations. In recent years, supported by
infrastructure development and Grade A assets, Whitefield has also emerged as an option for businesses seeking
strategic locations.

Flexible workspaces
Flexible workspaces Number of Unique
stock as a % share of Flexible Workspace
Stock Centre Locations
Non SEZ occupied office demand driving Sectors
(Mn sq. ft.) (approx.)
stock (approx.)
IT/Tech Software
development, BFSI,
27.0 – 29.0 17% – 19% 445+ Business Consulting &
Professional Services,
Retail & E-commerce
Flexible workspaces Number of Unique
Cluster / Micro Market
Stock Centre Locations
(Key Sub-Markets/Locations)
(Mn sq. ft.) (approx.)
Outer Ring Road
Outer Ring Road, Sarjapur Jn, Kadubesanahalli, 7.2 – 7.7 65+
Mahadevpura, Marathahalli

218
 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 has established itself as a key commercial office market within Western India, driven by activity across key
sectors, including IT/ITeS, BFSI, manufacturing, automotive, and pharmaceuticals. The city is witnessing interest
from flexible workspace operators, attributable to end-user demand, particularly in markets like Central Business
District (CBD) and the Secondary Business Districts (SBD) East and West.

The CBD has good connectivity through public transport, including the operational metro and offers a diversified
mix of residential, retail, and office developments. The SBD East and West markets present a relatively cost-
effective alternative to the CBD in terms of rental rates and host several Grade A IT/ITeS developments. With
improving metro connectivity these markets are anticipated to witness increased interest from technology
companies and flexible workspace operators.

Pune's proximity to a major financial centre and high-quality office spaces adds to its overall appeal. These factors
are also anticipated to further contribute to the demand for flexible workspace solutions, as a diverse range of
organizations consider establishing or expanding their operations within the city.

Flexible workspaces
Flexible workspaces Number of Unique
stock as a % share of Flexible Workspace
Stock Centre Locations
Non SEZ occupied office demand driving Sectors
(Mn sq. ft.) (approx.)
stock (approx.)
IT/Tech Software
development, Engineering
& Manufacturing, BFSI,
11.5 – 12.5 23% – 25% 170+
Healthcare, &
Pharmaceutical,
Automotive
Flexible workspaces Number of Unique
Cluster / Micro Market
Stock Centre Locations
(Key Sub-Markets/Locations)
(Mn sq. ft.) (approx.)
Secondary Business District – West (SBD – North-
West)
4.5 – 5.0 55+
Aundh, Baner, Bavdhan, Pashan, Balewadi, Bengaluru
Highway, Kothrud
Central Business District
Koregaon Park, Bund Garden, SB Road, Yerwada, 3.3 – 3.8 45+
Kalyani Nagar, Shivaji Nagar, Erandwane

219
 Flexible workspaces
Flexible workspaces Number of Unique
stock as a % share of Flexible Workspace
Stock Centre Locations
Non SEZ occupied office demand driving Sectors
(Mn sq. ft.) (approx.)
stock (approx.)
IT/Tech Software
development, Engineering
& Manufacturing, BFSI,
11.5 – 12.5 23% – 25% 170+
Healthcare, &
Pharmaceutical,
Automotive
Secondary Business District – East (SBD – North-East)
Viman Nagar, Nagar Road, Hadapsar, Nibm, 2.0 – 2.5 30+
Mundhwa, Wanowrie

HYDERABAD:

Hyderabad is one of the key commercial markets in South India. With demand driven by sectors such as IT/ITES,
consulting, and BFSI, the city has become one of the largest flexible workspace markets in India. The city has
also garnered interest from companies looking to set up GCC’s, contributing to overall office space absorption.

IT Corridor remains the most active market for corporate tenants, offering a good business and social
infrastructure. Driven by occupier demand, multiple flexible workspace operators have setup their centres and are
exploring expansion opportunities within this market. Extended IT Corridor is the second most active micro-
market in terms of overall office leasing activity, garnering interest due to presence of large office campus
developments and relatively lower rental rates.
*All data as of Q1 CY 2025, estimate only.
Flexible workspaces stock
Flexible workspaces Number of Unique
as a % share of Non SEZ Flexible Workspaces
Stock Centre Locations
occupied office stock demand driving Sectors
(Mn sq. ft.) (approx.)
(approx.)
IT/Tech Software
development, BFSI,
Business Consulting and
11.4 – 12.4 15% – 17% 170+
Professional Services,
Engineering &
Manufacturing
Flexible workspaces Number of Unique
Cluster / Micro Market
Stock Centre Locations
(Key Sub-Markets/Locations)
(Mn sq. ft.) (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 key commercial/IT-ITES office location in Delhi NCR, with a large quantum of office stock housing
headquarters and back offices for companies. Flexible workspace operators are also exploring expansion
opportunities in the city especially in key locations such as Cyber City, Golf Course Road, and NH8.

Supported by its developed social and physical infrastructure, Cyber City has become the central business district
for Gurgaon, hosting multiple large companies and flexible workspace operators. Golf Course Road has presence
of premium office spaces and residential developments, while NH8 with prime commercial developments benefits
from the connectivity via the Delhi-Gurgaon Expressway.

220
 Flexible workspaces
Flexible workspaces Number of Unique
stock as a % share of Flexible Workspaces
Stock Centre Locations
Non SEZ occupied office demand driving Sectors
(Mn sq. ft.) (approx.)
stock (approx.)
IT/Tech Software
development, Retail & E-
10.4 – 11.4 18% – 20% 205+ commerce, BFSI, Business
consulting & professional
services
Flexible workspaces Number of Unique
Cluster / Micro Market
Stock Centre Locations
(Key Sub-Markets/Locations)
(Mn sq. ft.) (approx.)

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 regarded as the BFSI hub of India with office space demand predominantly attributable to BFSI
companies and large corporates. As multiple organizations are evaluating flexible workspace solutions as part of
their real estate optimization strategies, markets such as Bandra Kurla Complex (BKC), the Western Suburbs,
Central Mumbai, Eastern Mumbai and Navi Mumbai are witnessing growth in flexible workspaces.

BKC is a preferred market with a large presence of clients such as BFSI clients, consulates and multinational
technology conglomerates and is considered the new CBD of Mumbai. However, increasing rental rates, driven
by a limited supply of Grade A assets, are leading some companies to explore more affordable alternatives in
markets like Central Mumbai.

A substantial portion of Mumbai's talent pool travels from the Western and Eastern Suburbs. With three
operational metro lines providing connectivity within the Western Suburbs, Andheri has become an active and
preferred option for corporates given its competitive rental rates. The largest concentration of flexible workspace
stock in Mumbai is currently located within the Western Suburbs 1 market.

Eastern Suburbs includes LBS Marg which continues to be a mid & back- office location offering cost-optimal
solutions with limited Grade A assets, while Powai is a self-contained township development with a balanced mix
of front and back-office occupiers. Navi Mumbai, with its forthcoming international airport, offers large-scale,
campus-style developments with large floor plates and relatively competitive rental rates. It continues to be a
preferred location for BFSI and back-office operations.

221
 Flexible workspaces
Flexible workspaces Number of Unique
stock as a % share of Flexible Workspaces
Stock Centre Locations
Non SEZ occupied office demand driving Sectors
(Mn sq. ft.) (approx.)
stock (approx.)
BFSI, IT/Tech Software
8.4 – 9.4 7% – 9% 235+ development, Engineering
& Manufacturing
Flexible workspaces Number of Unique
Cluster / Micro Market
Stock Centre Locations
(Key Sub-Markets/Locations)
(Mn sq. ft.) (approx.)
Western Suburbs 1 (Secondary Business District)
2.4 – 2.9 55+
Vile Parle, Andheri East & West

Navi Mumbai (Navi Mumbai Business District)

1.2 – 1.7 20+
Seawoods, Vashi, Mahape, Airoli, Juinagar
Western Suburbs 2 (Peripheral Business District-
West) 1.0 – 1.5 25+
Jogeshwari, Goregaon, Malad, Kandivali, Borivali
New CBD (Alternate Business District)
1.0 – 1.5 20+
Bandra Kurla Complex
Eastern Suburbs (Peripheral Business District- East)
Sion, Chembur, Ghatkopar, Vidyavihar, Vikhroli, 0.9 – 1.4 20+
Powai, Kanjurmarg, Bhandup, Mulund, Wadala
Central Mumbai 2 (Extended Business District)
0.3 – 0.8 15+
Parel, Lower Parel, Dadar, Elphinstone Road, Byculla

*All data as of Q1 CY 2025, estimate only.

CHENNAI:

Chennai is amongst the key office markets in South India, with demand driven by a growing supply of Grade A
office spaces. The city continues to witness interest in flexible workspace solutions and markets like Guindy/Off
CBD, OMR Zone 1, CBD and MPH (SBD), remain as the more preferred locations for flexible workspace
operators.

With limited vacancy rates in high quality office stock, the Off CBD market is a preferred choice for SMEs,
MSMEs, multinational, and local enterprises for their front-office operations. While the demand for this market
is expected to remain stable particularly amongst small to mid-sized offices and flexible workspace operators
given its locational advantage and ease of commute, the future supply of Grade A space is limited due to limited
land availability.

OMR Zone 1 remains a key market for both corporate occupiers and flexible workspace operators, given the
availability of high-quality office campuses. Rental rates are anticipated to increase as new supply remains limited
over the next few years. Additionally, the increasing relevance of the MPH market can be attributed to the
availability of Grade A spaces, attracting interest from a diverse range of occupiers and flexible workspace
operators.

222
 Flexible workspaces
Flexible workspaces Number of Unique
stock as a % share of Flexible Workspaces
Stock Centre Locations
Non SEZ occupied office demand driving Sectors
(Mn sq. ft.) (approx.)
stock (approx.)
IT/Tech Software
6.5 – 7.5 12% - 14% 135+ development, Engineering
& Manufacturing, BFSI
Flexible workspaces Number of Unique
Cluster / Micro Market
Stock Centre Locations
(Key Sub-Markets/Locations)
(Mn sq. ft.) (approx.)
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

NOIDA:

Driven by improved connectivity and an increasing supply of quality office spaces, Noida is establishing itself as
a key commercial hub in Delhi NCR. There has also been an interest from flexible workspace operators in response
to the demand from organizations, particularly for back-office operations.

Sector 16 is an established commercial office market. Sector 16A, known as Film City, hosts multiple media &
entertainment companies and Sector 16B has emerged as a provider of Grade A commercial office developments.
Sector 62 features standalone buildings with some Grade A developments along with presence of residential areas,
benefits from good connectivity with NH-24 and the metro network. This market is often preferred by low-cost
IT firms for back-office operations.

Noida Expressway micro-market, supported by good road & metro connectivity and with presence of Grade A IT
parks and SEZs, continues to attract corporate occupiers.

*All data as of Q1 CY 2025, estimate only.

Flexible workspaces
Flexible workspaces Number of Unique
stock as a % share of Flexible Workspaces
Stock Centre Locations
Non SEZ occupied office demand driving Sectors
(Mn sq. ft.) (approx.)
stock (approx.)
IT/Tech Software
development, BFSI,
6.4 – 7.4 20% - 22% 130+
Business consulting &
professional services
Flexible workspaces Number of Unique
Cluster / Micro Market
Stock Centre Locations
(Key Sub-Markets/Locations)
(Mn sq. ft.) (approx.)

Expressway & Vicinity 2.7 – 3.2 35+

Sector 62 & Vicinity (Peripheral Noida)

2.1 – 2.6 50+
Sector 62 and other nearby sectors

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 Flexible workspaces
Flexible workspaces Number of Unique
stock as a % share of Flexible Workspaces
Stock Centre Locations
Non SEZ occupied office demand driving Sectors
(Mn sq. ft.) (approx.)
stock (approx.)
IT/Tech Software
development, BFSI,
6.4 – 7.4 20% - 22% 130+
Business consulting &
professional services
Sector 16 & Vicinity
1.4 – 1.9 35+
Sector 16, 16A, 16B, 18 and other nearby sectors

DELHI:

Delhi is the oldest commercial hub within NCR, supported by demand from sectors such as BFSI, public sector
organizations, and media, however due to a lack of available land, new supply has been limited. Proliferation of
flexible workspaces has been slower compared to Gurgaon and Noida, owing to relatively limited availability of
Grade A commercial office stock, lower building efficiency, strata sold buildings and high rentals collectively
leading to relatively less demand for office space from large enterprises.

In the coming years, the Aerocity micro-market is expected to witness increased activity from occupiers driven
by its developed infrastructure, strong connectivity, and proximity to IGI Airport. Multiple flexible workspace
operators are also evaluating this market for expansion opportunities.

Flexible workspaces stock

Flexible workspaces Number of Unique
as a % share of Non SEZ Flexible Workspaces
Stock Centre Locations
occupied office stock demand driving Sectors
(Mn sq. ft.) (approx.)
(approx.)
BFSI, Advertising
marketing, and PR,
2.0 – 2.5 17% - 19% 120+ Front/Sales offices for
Business consulting/IT
firms
Flexible workspaces Number of Unique
Cluster / Micro Market
Stock Centre Locations
(Key Sub-Markets/Locations)
(Mn sq. ft.) (approx.)

Aerocity (SBD 2 & 3)# 0.10 – 0.15 3+

#
only includes Aerocity, doesn’t factor markets like Saket, Vasant Kunj, etc.

*All data as of Q1 CY 2025, estimate only.

KOLKATA:

Kolkata, a key commercial market in Eastern India, is a relatively smaller market than other Tier 1 cities with
limited expected supply in the pipeline. In recent years, multiple large organizations have established presence in
the market and are evaluating this market for expansion. The occupier demand is prompting multiple flexible
workspace operators to also evaluate expansion opportunities in the city particularly in PBD i.e., Salt Lake, Sector
V, Newtown Rajarhat which are amongst the preferred locations for both occupiers and flexible workspace
operators.

224
 Flexible workspaces stock
Flexible workspaces Number of Unique
as a % share of Non SEZ Flexible workspaces
Stock Centre Locations
occupied office stock demand driving Sectors
(Mn sq. ft.) (approx.)
(approx.)
Outsourcing and Offshore
consulting, Business
consulting and professional
1.5 – 2.0 8% - 10% 45+
services, IT/Tech Software
development, Engineering
& Manufacturing
Flexible workspaces Number of Unique
Cluster / Micro Market
Stock Centre Locations
(Key Sub-Markets/Locations)
(Mn sq. ft.) (approx.)
Peripheral Business District
1.3 – 1.8 30+
Salt Lake Sector V, New Town
*All data as of Q1 CY 2025, estimate only.
Flexible Workspace Sector Dynamics – Non-Tier 1 Cities (H1 CY 2024)

With over 6.4 Mn sq. ft. of flexible workspace stock as of H1 CY 2024, non-Tier I cities are also garnering interest
from flexible workspaces operators as these cities look to meet the evolving needs of global and domestic
occupiers.

As of H1 CY 2024, the top 6 non-Tier I cities including Ahmedabad, Kochi, Indore, Vadodara, Jaipur &
Coimbatore collectively contribute to majority of the overall Flexible workspace stock in Non-Tier 1 cities.
Other non-tier 1 cities such as Lucknow, Chandigarh/Mohali, Bhubaneshwar, Trivandrum, Vijayawada, Madurai,
Calicut and others may also witness further interest from flexible workspace operators.

Key Non-Tier I cities – Overview of Flexible Workspace Segment (H1 CY 2024)

AHMEDABAD: Ahmedabad, the largest city in Gujarat, serves as an economic hub, hosting corporate offices,
financial institutions, and IT companies.

In line with the overall office market activity, flexible workspace operators have also established their presence
largely in the SBD market, on the S.G. Highway and Sindhubhavan Road to cater to the demand from IT and
business consulting & professional services firms etc. Operators are also evaluating GIFT City for expansion
owing to occupier demand from various sectors such as BFSI, Fintech and business consulting & professional
service firms.

Number of Unique
Flexible workspaces Stock
Centre Locations Flexible Workspace demand driving Sectors
(Mn sq. ft.)
(approx.)
IT, Business Consulting & Professional
50+ 1.5 – 2.0
Services, BFSI, Human Resource Services

KOCHI: Kochi is considered as one of the key commercial hubs of Kerala. Over the last few years, the city has
seen the emergence of local startups across sectors such as Technology and FinTech. This, accompanied with
different Government initiatives with a focus towards the office activity, and a growing ecosystem of startups and
business has provided diverse opportunities for organizations.

Mirroring office trends, a large part of the Flexible workspace stock in the city is present in CBD - MG Road and
SBD - Infopark, Smart City and Kakkanad markets in response to the occupier demand. With an increase in Grade
A supply and occupier demand, multiple flexible workspace operators may continue to explore growth/expansion
into this market.

225
 Number of Unique
Flexible workspaces Stock
Centre Locations Flexible Workspace demand driving Sectors
(Mn sq. ft.)
(approx.)
BFSI, IT, Technology & Software
Development, Business Consulting &
50+ 0.5 – 1.0
Professional Services, Airlines, Aviation and
Aerospace

INDORE: Indore was one of the first 25 cities to be developed under the central Government’s ‘Smart City
Mission’. (Source: Indore Municipal Corporation, City Overview) and is also a key education hub hosting top
national colleges. Office activity in Indore has evolved over the years given its historical significance as a trading
centre, its central location, connectivity, Government support for industrialization and infrastructure
improvements.

Developers are actively launching new projects in and around Vijay Nagar, with a focus on creating Grade A
mixed-use buildings that incorporate both retail and office spaces.

With the entry of more corporates and IT companies into the city, multiple flexible workspace operators may
continue to explore growth/expansion into this market.

Number of Unique
Flexible workspaces Stock
Centre Locations Flexible Workspace demand driving Sectors
(Mn sq. ft.)
(approx.)
IT, Technology & Software Development,
30+ 0.4 – 0.9 Business Consulting & Professional Services,
BFSI
*All data as of H1 CY 2024, estimate only.

VADODARA: Vadodara is the third largest city in Gujarat. The city is well connected by rail, and road through
NH-8 Highway connecting to Ahmedabad and also serves as an educational hub.

The SBD market, particularly the Sarabhai Campus, is a preferred location for occupiers from engineering and IT
sectors, making it a sought-after business hub and multiple flexible workspace operators have also established/
are looking to establish presence in this location.

The evolving social infrastructure and convenient access to the rest of Gujarat enhances Vadodara’s position as a
growing commercial destination and multiple flexible workspace operators may continue to explore
growth/expansion into this market in response to the occupier demand.

Number of Unique
Flexible workspaces Stock
Centre Locations Flexible Workspace demand driving Sectors
(Mn sq. ft.)
(approx.)
IT, Engineering & Manufacturing, Business
8+ 0.4 – 0.9
Consulting & Professional Services, BFSI

COIMBATORE: Coimbatore is one of the key commercial hubs for textile, engineering & manufacturing
companies, and technology firms in the state.

Avinashi Road and Saravanampatti are amongst the established micro-markets in the city with good connectivity,
residential catchment, social infrastructure, and the presence of IT/ITeS companies in these locations. Apart from
the growth of local companies in the city, new entrants are also opening back offices/satellite offices in the city
which may also lead to an increase in the demand for flexible workspace solutions.

226
 Number of Unique
Flexible workspaces Stock
Centre Locations Flexible Workspace demand driving Sectors
(Mn sq. ft.)
(approx.)
IT, Technology & Software Development,
30+ 0.3 – 0.8 Business Consulting & Professional Services,
BFSI, HealthTech

JAIPUR: The city has seen the emergence of local startups and the expansion of IT Companies over the last few
years driven by infrastructure initiatives, connectivity, and competitive prices.

Jaipur’s connectivity to the National Capital Region (NCR) further adds to its attractiveness for corporate
occupiers.

Some of the micro-markets witnessing flexible workspace transactions in the city are Malviya Nagar, Tonk Road,
JLN Marg, Airport Area (Sitapura Industrial Area near the airport Road). Owing to the occupier demand, multiple
flexible workspace operators may continue to explore growth/expansion into this market.

Number of Unique
Flexible workspaces Stock
Centre Locations Flexible Workspace demand driving Sectors
(Mn sq. ft.)
(approx.)
Business Consulting & Professional Services,
40+ 0.3 – 0.8 IT, Technology & Software Development,
Retail & E – Commerce
*All data as of H1 CY 2024, estimate only.
Note: June 2024 data has been represented in the section above which is the most recent information commonly
available across flex and CRE for all non Tier-I cities

Operator Overview – IndiQube

IndiQube is a managed office solutions company that has developed the capability to offer ammenitized and
technology-driven workplace solutions of varied sizes, ranging from small offices to full buildings, along with the
ability to provide diverse value-added services to their clients. IndiQube’s capabilities / services include:
• Fit out as a service

• Facility Management

• Asset Renovation

• F&B

• IT Services

IndiQube is amongst the leading Flexible workspace operators in India with a presence across multiple cities. The
larger share of IndiQube’s total footprint as of March 31 st, 2025, is in the cities of Bengaluru, Chennai and Pune
as a group.

Bengaluru is the largest flex market in India by Flex Stock and IndiQube is amongst the leading operators in
Bengaluru as of March 31st, 2025.

Competition and Benchmarking (Selected Operators in India)

There are around 500 Flexible workspace operators in India, and the top 10 operators (by portfolio size in area
Mn sq. ft. Q1 CY 2025) including the likes of Smartworks, WeWork India, Awfis, and IndiQube, collectively
contribute to majority of the total Pan India flexible workspace stock most of which is spread across multiple
cities.

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
227
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,
Smartworks and WeWork India. The operators have been benchmarked against IndiQube in the section below
based on multiple financial and operational parameters.

Competitive Landscape – Key Operational & Financial Parameters84

Parameters IndiQube Smartworks Awfis WeWork India

Total no. of Cities 12 13 17 8

9 9
7 8
(Bengaluru, Chennai, (Bengaluru, Chennai,
(Bengaluru, Chennai, (Bengaluru, Chennai,
Total no. of Tier I Delhi, Gurgaon, Delhi, Gurgaon,
Gurgaon, Hyderabad, Delhi, Gurgaon,
Cities Hyderabad, Kolkata, Hyderabad, Kolkata,
Mumbai, Noida, Hyderabad, Mumbai,
Mumbai, Noida, Mumbai, Noida,
Pune) Noida, Pune)
Pune) Pune)
8
(Ahmedabad,
5
4 Bhubaneshwar,
Total no. of Non-Tier (Coimbatore, Jaipur,
(Ahmedabad, Jaipur, Chandigarh, 0
I Cities Kochi, Madurai,
Indore, Kochi) Guwahati, Indore,
Vijaywada)
Jaipur, Kochi,
Nagpur)

Total no. of Centres 85# 41 181 53

Occupancy for
mature centres 90.06% 86.77% 84.00% 85.55%
(>12 months)
Annual Revenue85
INR Mn 8,676.60 11,131.10 8,748.03 17,371.64
FY 23-24
Operational Revenue
INR Mn 8,305.73 10,393.64 8,488.19 16,651.36
FY 23-24

Annual EBITDA
2,263.36 6,596.70 2,714* 10,437.9
(INR Mn)86

Cash EBIT/Adjusted
EBITDA (INR 113.32 106.03 97 339.75
Crores)87

#
No. of centres for IndiQube are reflected basis number of individual buildings/ towers in their leased portfolio
as of 31st March 2024.
All information/data related to IndiQube covered in the industry report has been sourced from IndiQube

84
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 and WeWork India is available as of March 2025 and
September 2024 respectively in the public domain, which can be reviewed within DRHP / RHP documents or Annual Reports
85
Inclusive of revenue from flexible workspaces, construction & fit-out projects, design and build solutions.
86
EBITDA means earnings before interest, tax, depreciation, and amortization, calculated as restated profit / (loss) before tax plus finance
costs, depreciation, and amortization expenses less other income.
87
1 Crores = 10 Mn
*EBITDA for Awfis is inclusive of other income i.e. INR 259.8 Mn reported as part of the annual report. For other operators, EBITDA
excludes other income.
228
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 until 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. 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:

Y-o-Y Supply (Mn sq. ft.) at an India Tier 1 city level Forecasted India Tier-1
city supply (Mn sq. ft.)
Pre 2025
City 2020 2021 2022 2023 2024 2026 F 2027 F
2020 F
Pre
2020/Additional
493 27 39 37 50 49 63 66 60
Non-SEZ Office
Stock (Mn sq. ft.)
Cumulative Non-
SEZ Office Stock 493 520 559 596 645 695 758 824 884
(Mn sq. ft.)
Any forecasts prepared by CBRE are based on data (including third party data), models and experience of various
professionals and are based on various assumptions with respect to conditions that may exist or events that may
occur in the future. However, they are dependent upon future events and subject to change without notice, and
thus actual results to differ materially from those contemplated. 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 the 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:

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Source: CBRE, Q1 CY2025
Any forecasts prepared by CBRE are based on data (including third party data), models and experience of various
professionals and are based on various assumptions with respect to conditions that may exist or events that may
occur in the future. However, they are dependent upon future events and subject to change without notice, and
thus actual results to differ materially from those contemplated. Vacancy levels are expected to be range-bound
to current market trends owing to the balance between the absorption of existing supply, the introduction of new
supply in the market and estimated future demand in the short-medium term. Forecasts for occupied stock are
based on forecasted commercial office stock levels and vacancy percentages. 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.

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
inhouse or aggregator owned hybrid digital products, leading flexible workspace operators possess the ability to
support various organizations in a more effective implementation of their hybrid and distributed working policies.

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
(total stock for a particular year) of the flexible workspace segment in Tier 1 cities has been arrived at by
summing up the expected 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 in India:

Forecasts for stock

Current Stock (Mn sq. ft.) of Flexible Workspaces
addition (Mn sq. ft.)
Estimation of
Pre
Stock Addition – 2020 2021 2022 2023 2024 2025F 2026F 2027F
2020
Cumulative
India Level
Stock– 30 – 35 – 39 – 49 – 62 – 82 – 102 - 121 - 140 -
Cumulative (Mn 32 37 41 51 64 86 106 125 144
sq. ft.)
India Level Stock
30 – 12 –
Addition– Y-0-Y 4–6 4–6 9 – 11 18 - 22 18 - 22 18 - 22 18 - 22
32 14
(Mn sq. ft.)

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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 the end of CY2027. These forecasts are in line with
the flexible workspace operator annual net stock addition trends over the past few years and aim to project the
future stock addition from operators in line with the expected demand from end users and foreseeable office supply
that could be available to flexible workspace operators.
Forecasts for Flexible Workspaces Stock in India
The forecast for market size for flexible workspaces in India for all the top 9 tier 1 cities is outlined below:
Forecast for Flexible Workspace Stock in India Tier 1 Cities
Flexible Workspace (Mn sq. ft.)

140 - 144

121 - 125
102 - 106

82 - 86

62 - 64
49 - 51
35 - 37 39 - 41
30 - 32

Pre 2020 2020 2021 2022 2023 2024 2025E 2026E 2027E

Any forecasts prepared by CBRE are based on data (including third party data), models and experience of various
professionals and are based on various assumptions with respect to conditions that may exist or events that may
occur in the future. However, they are dependent upon future events and subject to change without notice, and
thus actual results to differ materially from those contemplated. Source: CBRE Research, CY2024.

Total Addressable Market (TAM) 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 office 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 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 end of CY2027F.

The Total Addressable Market for the flexible workspace segment is expected to be approximately 280 - 300 Mn
sq. ft. by 2027.

Parameters 2027F
Total Stock (Non-SEZ Office) by 2027E – Mn sq. ft. 884
Total Occupied Stock (Non-SEZ Office) by 2027E- Mn sq. ft. 735
Vacant Stock (Non-SEZ Office) by 2027E- Mn sq. ft. 149
Expected Stock of Flexible Workspace in 2027 E (Tier 1) 140 – 144
Total Addressable Market for Flexible Workspace by 2027E – Mn sq. ft. 280 – 300

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 Parameters 2027F
Total Addressable Market for Flexible Workspace by 2027E – ₹ Bn 730 - 960
TAM Calculation (₹ Bn)
Weighted Average Rent for Non-SEZ Stock (India Level) – ₹/sq. 110
ft./month
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
Any forecasts prepared by CBRE are based on data (including third party data), models and experience of various
professionals and are based on various assumptions with respect to conditions that may exist or events that may
occur in the future. However, they are dependent upon future events and subject to change without notice, and
thus actual results to differ materially from those contemplated.
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:

• 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,
with the potential to have more impact in certain economies. Further, there numerous geopolitical
tensions across the world at present, the outcomes of which are uncertain, with a potential of rapid
escalation which could produce a significant impact on global trade and economies.
• 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.
• 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.
• 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.
• Operational Risk: As the 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 occupancy
cost, timelines and stabilization period and can impact key operational metrics for a facility such as the
payback period and operational revenues.
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 • 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.
• 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.
• 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.

Understanding Unit Economics for a Typical Managed Office

To assess the operating dynamics for a typical managed office, CBRE studied a facility with a leasable area of
approximately 70,000 sq. ft. Further, a seat density of 60 sq. ft. on a leasable area has been considered for
evaluating the expected number of seats for the centre. All assumptions provided below have been taken as per
typical market standards seen for a speculative centre providing a quality experience in an established micro-
market of a Tier I city. The overall assessment has also been carried out using the above assumptions for the centre
occupancy for a short to medium-term horizon.

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 Q1 CY2025.
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
centre
Total upfront payment including fit-out cost and 5
B Total Upfront Cost
months security deposit to the landlord
Recurring Expenditure
Rentals of INR 102 / sq. ft. / month (basis market
C Rentals to the space owner
standards)
CAM Charges of INR 15 / sq. ft. / month (based on
D CAM charges to space owner
market standards)
OPEX Charges of INR 35 / sq. ft. / month (based on
E Operating expenses
market standards)
Revenue
Based on per-seat prices at a 2.4x revenue to rent
F Revenue from Seats
multiple, 85% stabilized occupancy
Typically ranges between 1-10%. Net revenue of 4-5%
G Other Revenues
has been considered after adjusting for associated cost
Notes:
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 1. All the charges mentioned above are on the leasable area
2. Typical revenue to rent multiple assumed in the range of 1.9 – 2.5; Multiple has also been ratified using
the cost plus margin approach. Additionally, an assessment of 2-3 stabilized centres across Tier I cities
has been carried out to ratify the multiple ranges.
3. Occupancy assumptions based on occupancy levels and timeframe to achieve occupancy seen in a
successful centre in an established micro-market. Occupancy at the time of commencement of operations
is to the tune of 20-25%, and steady-state occupancy is 85%. The stabilization period of 11-12 months
has been considered as per market standards.
4. Average seat density of 60 sq. sft. Per seat has been considered for the centre on leasable area
5. Developer's Rent-free period of 4 months has been considered for assessment. Escalations in revenue
have been considered at 5% annually. Rental payout to the developer undergoes a 15% escalation every
three years.
6. It is assumed that 70% of the transactions for the centre 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. A 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. The average EBITDA margin for the operator after factoring in refurbishment cost and
other costs such as marketing and brokerage is approximately 26-27%. Further, the payback period for the operator
is expected to be 47-48 months from the fit-out commencement cycle and nearly 44-45 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.

Amenitization of Commercial Office Buildings: Shift Towards Campus Style Developments

Developers are increasingly focusing on placemaking and 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 shows the importance of holistic tenant-centric planning in the commercial real estate
sector.

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The image above has been provided for visual representation purposes only and is not intended to resemble any
actual office park/commercial development.

Level of Integration of Facilities and Amenities for a Commercial Office

Level of Integration Enablers Implications

• Social infrastructure
Delivers quality experience for both
• Physical infrastructure occupiers and employees and boosts the
Ecosystem Level
• Ease of commute and connectivity attractiveness and marketability of the
development
• Digital interventions

• Retail and F&B area allocation

• Campus aesthetics and landscaping Facilitates ease of access and better
Cluster Level circulation fostering communities to
• Seamless block connectors connect, collaborate, and thrive
• Sustainability and compliance

• Drop-off and arrival areas

• Green spaces and façade Enhances the overall user experience and
Building Level • Parking and break-out spaces assists in delivering an efficient asset that
is in line with the needs of the occupiers
• Building efficiency and design
features

Modern commercial offices are being developed with a focus on placemaking, aiming to deliver quality-grade
experiences. This approach integrates elements such as modern and sustainable designs, and hospitality
experiences combining both work and leisure at the same time. Preference and acceptance of such formats have
been seen with the introduction of such integrated commercial development.

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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 developers/landowners accommodating additional nice-to-
have facilities and amenities as part of their portfolios to meet the growing needs for a modern office by occupiers.

Integration of value-added services and amenitization has enabled the developers to enhance user experience and

the overall marketability of the product. In addition to food and beverage, developers are looking to integrate other
retail offerings such as hypermarkets, supermarkets, electronics stores, daycare centres and banks along with other
support retail amenities.

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 experience 88 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.

1) 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.

88
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.
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Source: CBRE Research, Employee Experience – Pathway to Reimagining Workspaces, July 2024

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

Impact of Rising Consumer Expenditure on Commercial Real Estate

The shift in the developer strategy to focus on providing an experience that is driven by the evolving consumer
behaviour in India. With increasing income levels, Indian consumers are now looking to enhance their lifestyle
and are directing some share of their household expenditure to 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 expected to grow from INR 1,17,131 in FY2017 to INR 2,31,711
in FY2025E, registering a 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 190.7
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, the
Indian consumer is likely to spend more on quality, variety, and convenience coupled with more experiential
offerings. Subsequently, brands are offering experiential services and products to consumers catering to their
needs.

Ancillary Revenues in Flexible Workspace Offerings

Flexible workspace offerings in India have evolved considerably 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
amenitized 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.
237
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.

Business Centres
Managed Office
Small-Medium sized centres comprising of
small private & serviced suites with meeting Custom built private/semi-private bespoke
rooms and basic common amenities serviced offices for medium-long term use

Enterprise Co-Working Spaces

Small-Large sized centres with collaborative
areas, meeting rooms, private suites, open desks
and amenities

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 operators can be:

• Meeting rooms, conference rooms: Additional revenue generated from meeting/conference 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

• Training Rooms: Additional revenue generated from training room usage by members and non-
members

• Parking Charges: Revenue generated from providing parking facilities to 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 centre

• Virtual office: Revenue generated from selling virtual office packages to enterprises and entrepreneurs

• 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 centres,
retail shops, etc.

Typically, the revenue from value added services offered by the 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 the operator's portfolio of centres depending on several factors, like 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.
238
These value-added services may also help improve the customer experience and aid customer retention efforts.
Higher focus by flexible workspace operators on providing value-added services may enhance their
competitiveness. These ancillary revenue sources can allow the operators the opportunity to not only diversify
their revenue but also enhance the value and attractiveness of their offerings to clients. Some flexible workspace
operators have also developed the capability to provide design & build, F&B and facility management-related
services to clients for their self-leased/owned offices.

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.

The 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
Restricted Control: Businesses may have control on
certain design aspects; however, the overall delivery
End-to-End Integration and Single Point of
timeline and output quality depends upon the service
Contact: The service provider89 streamlines the fit-out
provider. Occupiers can overcome this by clearly
process by serving as the single point of contact
outlining the design requirements, quality,
between vendors and occupiers, facilitating seamless
expectations, delivery timelines in the contract and by
integration of all services. This approach ensures
including provisions for regular progress reports and
comprehensive management and coordination of the
reviews.
entire project thereby, making the whole process
hassle free for the occupiers. Integration Challenges: Ensuring seamless
integration of the design with existing infrastructure
Economies of Scale and Cost Efficiency: The service
and accommodating future modifications can be
provider may be able to capitalize on economies of
challenging, requiring meticulous planning and
scale to secure better procurement deals. This may
coordination for both the occupier and the service
result in cost-effective fit outs that maintain high
provider. This can be mitigated by having detailed
standards of quality. Their extensive industry
planning sessions, encouraging designs that allow for
experience and relationships ensure competitive
future modifications, scheduling regular coordination
pricing and superior service delivery.
and meetings between the team and service provider.
Quick Delivery of Large Spaces: Leveraging reserve
Dependency on Providers: Reliance on external
stock/inventory and extensive experience, the service
service providers can lead to potential issues of
provider may be able to deliver large-scale spaces
quality control, timelines, and alignment with
quickly and efficiently. Their established relationships
business objectives. Can be mitigated by conducting
with contractors and vendors can enable honouring of
thorough research and vetting before selecting a
short delivery timelines without compromising on
service provider by checking their track record,
quality.
references, and portfolio to ensure reliability and
quality.

89
The service provider includes developers, project management consultants, flexible workspace operators and third party vendors.
239
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.

240
 OUR BUSINESS

Some of the information in this section, including information with respect to our business plans and strategies,
contain forward-looking statements that involve risks and uncertainties. You should read “Forward-Looking
Statements” on page 24 for a discussion of the risks and uncertainties related to those statements and also the
sections “Risk Factors”, “Industry Overview”, “Financial Statements” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” on pages 38, 159, 340 and 407, respectively, as well
as financial and other information contained in this Red Herring Prospectus as a whole, for a discussion of certain
factors that may affect our business, financial condition or results of operations. Our actual results may differ
materially from those expressed in or implied by these forward-looking statements. Also, see “Definitions and
Abbreviations” on page 5 for certain terms used in this section.

Unless otherwise indicated or unless the context requires otherwise, the financial information included herein is
based on our Restated Financial Information included in this Red Herring Prospectus. For further information,
see “Restated Financial Information” on page 345. Unless the context otherwise requires, in this section,
references to “the Company”, “our Company”, “we”, “us” or “our” are to IndiQube Spaces Limited (formerly
known as Innovent Spaces Private Limited).

We have included certain non-GAAP financial measures and other performance indicators relating to the
financial performance and business of the Group in this Red Herring Prospectus, 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. Furthermore, such measures and indicators are not defined under Ind AS, IFRS or U.S. GAAP, or
other accounting standards, and therefore, should not be viewed as substitutes for performance, liquidity or
profitability measures undersuch accounting standards. In addition, such measures and indicators are not
standardized terms, and 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 management believes that they are useful to
an investor in evaluating our operating performance. For risks relating to non-GAAP measures, see “Risk Factors
– Certain non-GAAP financial measures relating to our operations and financial performance have been included
in this Red Herring Prospectus. These non-GAAP financial measures are not measures of operating performance
or liquidity defined by Ind AS and may not be comparable.” on page 66. See “Other Financial Information –
Reconciliation of Non-GAAP financial measures” on page 404 for a reconciliation of our Non-GAAP measures
to the Restated Financial Information for the relevant periods.

Unless otherwise indicated, industry and market data used in this section has been derived from industry
publications, in particular, the report titled “Industry Report on Flexible Workspaces Segment In India” dated
June 2025 (the “CBRE Report”) prepared and issued by CBRE. The CBRE Report has been exclusively
commissioned and paid for by us pursuant to the engagement letter dated November 22, 2024 in connection with
the Offer. The data included herein includes excerpts from the CBRE Report and may have been re-ordered by us
for the purposes of presentation. A copy of the CBRE Report is available on the website of our Company at
www.//[Link]/investor/ and has also been included in “Material Contracts and Documents for Inspection
– Material Documents” on page 592. 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. For further information, see “Risk Factors – Certain sections
of this Red Herring Prospectus disclose information from the CBRE Report which is a paid report and
commissioned and paid for by us exclusively in connection with the Issue and any reliance on such information
for making an investment decision in the Issue is subject to inherent risks.” on page 66. Also see, “Certain
Conventions, Presentation of Financial, Industry and Market Data and Currency of Presentation – Industry and
Market Data” on page 21.

Our Company’s financial year commences on April 1 and ends on March 31 of the subsequent year, and
references to a particular Fiscal are to the 12 months ended March 31 of that year. Unless otherwise indicated
or the context otherwise requires, the financial information for the financial years ended March 31, 2025, 2024,
and 2023 included herein is derived from the Restated Financial Information included in this Red Herring
Prospectus. For further information, see “Restated Financial Information” on page 345.

OVERVIEW

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We are a managed workplace solutions company offering comprehensive, sustainable, and technology-driven
workplace solutions dedicated to transforming the traditional office experience. Led by an experienced
management, with entrepreneurial track record since 1999, our diverse solutions range from providing large
corporate offices (hubs, i.e., the main office of our clients wherein key functions, leadership teams, and primary
operations are based, and is typically located in a central or strategic area) to small branch offices (spokes, i.e.,
smaller, decentralized office spaces of our clients spread across different cities or regions) for enterprises and
transforming the workplace experience of their employees by combining interiors, amenities and a host of value-
added services which are incremental to the workspace leasing provided by us and comprise amenities, green
initiatives, designed interiors, B2B and B2C solutions ranging from facility management, sale of goods, asset
maintenance and plantation to catering, and transportation services for the employees of our clients and technology
applications, through contracts with clients occupying the space within our centers or third-party clients (“VAS”).
We complement our solutions through backward and forward integration capabilities. While backward integration
focuses on asset renovation, upgradation and customized build-to-suit models, forward integration enables us to
provide business-to-business (“B2B”) and business-to-customer (“B2C”) VAS to clients and their employees.
These, coupled with our core offering of plug and play offices, enable us to serve the workspace value chain
comprehensively.

We manage a portfolio of 115 centers across 15 cities, consisting of 105 operational centres and 10 centres for
which we have executed letters of intent, covering 8.40 million square feet of area under management (“AUM”)
in super built-up area (“SBA”) with a total seating capacity of 186,719 as of March 31, 2025. We have expanded
our portfolio by 3.46 million square feet of AUM with the addition of 41 properties and five new cities between
March 31, 2023 and March 31, 2025. In Bengaluru, we have a portfolio of 65 centers spanning 5.43 million square
feet in AUM as of March 31, 2025. The split of our total portfolio into operational centers, and spaces yet to be
handed over, as of March 31, 2025, is mentioned below.

As of March 31, 2025

Particulars
Number of Centers SBA(1) (million square feet) Seat Capacity
Active Stock (2) 105 6.92 153,830
Yet to be handed over(3) 10 1.48 32,888
AUM in SBA 115 8.40 186,719
Notes:
1. SBA or Super Built-up Area of a property is the total center area, which includes the carpet area, along with the
terrace, balconies, areas occupied by walls, and areas occupied by common/ shared construction.
2. Active Stock means the rentable SBA plus SBA under fitout.
3. Yet to be handed over centers are where we have signed letters of intent /agreements to lease and which are yet to be
handed over to us by the respective landlords.

Bengaluru currently is both the largest commercial office and flexible workspace market of India accounting for
around 30% of the total flexible workspace stock amongst Tier I cities. We are amongst the leading operators in
Bengaluru as of March 31, 2025. (Source: CBRE Report) Our supply acquisition strategy prioritizes acquiring full
buildings in high-demand micro-markets with robust infrastructure connectivity, low vacancy rates, and strong
talent catchments. This targeted approach ensures the long-term relevance of our offerings while enabling us to
scale rapidly. We partner with landlords to not only lease new properties, but also transform non-institutional and
aging Grade B properties into high-quality, green and modern workspaces. We upgrade these properties by
integrating interiors, amenities, technology, and sustainability initiatives. As of March 31, 2025, such renovated
properties comprise 2.48 million square feet or 29.57% of our total portfolio. Our demand strategy of ‘enterprise-
first’ focuses on partnering with businesses seeking scalable, customizable and on-demand workspaces of large
sizes for a long tenure. As of March 31, 2025, clients with over 300 seats, account for 63.06% of our total portfolio
with an average lock-in of 36 months. Brand ‘IndiQube’ stands at the core of our business enabling us to serve,
as of March 31, 2025, 769 clients of which 59.56% were acquired directly by us. We believe the credibility of our
brand is demonstrated by global capability centers (“GCCs”) comprising 43.56% of our clientele as of March 31,
2025. Further, the remaining 56.44% of our clientele as of March 31, 2025 comprises Indian enterprises. We
believe this demonstrates a balanced portfolio that bridges the needs of domestic businesses and multinational
corporations.

Our business model is reflected in our strong financial and operational metrics, occupancy rate in steady state
centers of 86.50%, return on capital employed of 34.21% and cash EBIT margins of 10.81% as of March 31,
2025. These metrics, along with a CRISIL A+/Stable credit rating as of March 31, 2025,highlight our financial
stability and underscore our operational consistency and ability to retain high-value enterprise clients.

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Business Offerings

We have categorized our workspace solutions into different business segments catering to clients within and
outside the ecosystem of our leased properties. At the core of our offerings is ‘IndiQube Grow’, which serves as
our solution for providing plug and play workspaces that incorporate interiors, technology, facility management
and VAS. IndiQube Grow represents a holistic workplace solution, encompassing the essential elements required
by enterprises.

To service specialized client requirements, we have developed four additional verticals that extend and
complement our core offering, as elaborated below:

• IndiQube Bespoke: Under IndiQube Bespoke, we offer customizable design and build solutions, from
concept to completion, allowing clients to create workspaces that reflect their brand identity and operational
requirements within their own premises. From design to turnkey project execution and maintenance, our
approach ensures that each workspace is tailored to client specifications.

• IndiQube One: Under IndiQube One, we offer comprehensive B2B and B2C solutions ranging from facility
management, asset maintenance and plantation to catering, and transportation services for the employees of
our clients.

• MiQube: Our MiQube platform integrates technology solutions and interconnected smart devices that serve
clients, their employees, and enable our frontline facility management teams to deliver consistent employee
experiences, facility operations, and workspaces. These solutions include our community application, a
tenant platform, service delivery application and a network of interconnected devices.

• IndiQube Cornerstone: Under IndiQube Cornerstone, we renovate aging properties through technological
upgrades, amenities, green initiatives, and designed interiors. By collaborating with landlords, we enhance
assets to improve operational efficiency, thereby creating distinctive and appealing spaces.

The image below captures the scope of our various offerings.

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Set forth below is the city-wise breakdown of our revenue generated from each of the aforementioned verticals
for the years indicated:

Fiscal 2023 (₹ in millions)

City Grow Bespoke Miqube One Cornerstone
Bangalore 3,817.63 65.34 0.16 590.32 -
Chennai 227.07 - - 16.53 -
Coimbatore 99.12 - - 8.89 -
Gurugram 36.79 12.06 - 2.16 -
Hyderabad 60.85 - - 2.11 -
Jaipur 1.08 - - 0.13 -
Madurai 13.74 - - 3.44 -
Mumbai 110.81 - - 7.47 -
Noida 35.45 - - 1.04 -
Pune 672.48 - - 49.40 -
Total 5,075.01 77.40 0.16 681.49 -

Fiscal 2024 (₹ in millions)

City Grow Bespoke Miqube One Cornerstone
Bangalore 4,831.45 32.61 0.25 698.01 2.11
Chennai 789.04 - - 61.04 -
Coimbatore 201.69 - - 24.61 -
Gurugram 110.17 - - 7.50 -
Hyderabad 83.88 - - 6.84 -
Jaipur 35.03 - - 1.10 -
Kochi 0.06
Madurai 46.67 - - 4.73 -
Mumbai 111.53 - - 5.09 -
Noida 33.13 1.86 - 6.99 -
Pune 1,139.95 - - 99.57 4.16
Total 7,382.61 34.47 0.25 915.47 6.27

Fiscal 2025 (₹ in millions)

City Grow Bespoke Miqube One Cornerstone
Bangalore 5,775.85 35.30 0.39 851.89 28.90
Chennai 1,164.21 57.08 - 160.05 14.27
Coimbatore 346.40 - - 85.06 -
Gurugram 154.94 - - 5.06 -
Hyderabad 137.67 - - 8.55 -
Jaipur 35.16 - - 1.38 -
Madurai 53.92 - - 6.19 -
Mumbai 141.51 - - 4.55 -
Noida 27.33 11.16 - 21.08 -
Pune 1,250.93 - - 85.19 7.98
Vijayawada 50.86 - - 5.05 -
Kochi 51.88 - - 2.73 -
Kozhikode 24.51 - - 0.18 -
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 Mohali 5.43 - - 1.55 -
Total 9,220.59 103.54 0.39 1,238.51 51.15

Through this integrated portfolio, we provide solutions to both enterprises and landlords for their workspace
needs. We believe this not only enhances the tenant experience, but also unlocks additional revenue generation
opportunities.

Clients

As of March 31, 2025, we have served over 769 clients across various sectors, demonstrating our ability to cater
to various business needs. Our client base comprises mid-to-large enterprise clients, with a focus on those
requiring scalable solutions across multiple centers and cities. Our clients include GCCs, Indian corporates,
unicorns as well as startups across sectors such as information technology/information technology enabled
services, manufacturing, automotives, engineering, aviation, banking, financial services and insurance,
consulting, e-commerce, educational technology, logistics, pharmaceuticals, and healthcare.

We prioritize nurturing and expanding existing relationships, establishing a path for sustainable, organic growth.
Our emphasis on delivering tailored solutions and VAS has enabled us to maintain long-term relationships with
key clients. The table below sets forth a sector-wise breakdown of our clients as of the dates indicated:
Percentage of Percentage of Percentage of
Sector client base as of client base as of client base as of
March 31, 2025 March 31, 2024 March 31, 2023
Information Technology/ Information Technology Enabled 51.24 50.43 53.20
Services
Banking, Financial Services and Insurance and Consulting 18.60 21.65 23.57
Manufacturing, Automotive, Engineering, Aviation 11.70 10.26 7.24
E-commerce and Education Technology 2.99 3.28 3.70
Logistics Pharmaceutical and Healthcare 5.98 6.27 5.56
Others* 9.49 8.12 6.73
*Others includes clients in sectors such as food and beverages, handicrafts, hospitality, tourism and travel, mining and
construction, non-government organisations, real estate and construction, renewable energy, research analysis, and retail
trade.

As of March 31, 2025, seats being occupied by a single client across multiple centers account for 30.27% of our
total seats, which we believe, reflects our ability to serve enterprises with workspace needs across geographies.
Additionally, we have achieved an average monthly net churn rate (calculated as the occupied area terminated or
contracted by the clients less the occupied area expanded by the clients divided by the average monthly occupancy
for the year/period.) of (0.23)% as of March 31, 2025. We believe this demonstrates client satisfaction and loyalty.
Scale of Operations

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Our workplace leasing caters to a total AUM of 8.40 million square feet in SBA spread across 115 centers with a
combined capacity of 186,719 seats as of March 31, 2025. Our total income has grown from ₹6,012.75 million in
Fiscal 2023 to ₹11,029.31 million in Fiscal 2025 at a CAGR of 35.44%.

As of March 31, 2025, we have presence in 15 cities in India. In the Tier I category (Tier I cities include Delhi,
Gurugram, Noida, Mumbai, Bengaluru, Hyderabad, Chennai, Pune and Kolkata. (Source: CBRE Report)), we
operate in eight cities, i.e., Bengaluru, Pune, Chennai, Mumbai, Noida, Gurugram, Kolkata and Hyderabad.
Additionally, our presence extends to seven non-Tier I cities, i.e., Coimbatore, Kochi, Madurai, Jaipur, Kozhikode,
Mohali, and Vijayawada. A breakdown of our total portfolio, categorized under the Tier I and non-Tier I city
segments as of March 31, 2025 is mentioned below.

Bengaluru currently is both the largest commercial office and flexible workspace market of India accounting for
around 30% of the total flexible workspace stock amongst Tier 1 cities. Bengaluru, the largest market Asia-Pacific
(“APAC”) region in terms of absorption, absorbed more office space than the selected APAC cities (Tokyo, Seoul,
and Singapore) combined in 2018 to June 2024. We are amongst the leading operators in Bengaluru as of March
31, 2025 (Source: CBRE Report). In Bengaluru, we have a portfolio of 65 centers spanning 5.43 million square
feet in AUM as of March 31, 2025.

Markets such as Chennai, and Bengaluru, emerged as best-performing cities among Tier I cities in terms of current
vacancy levels during the first quarter of 2025 (Source: CBRE Report) We hold a combined portfolio of 6.66
million square feet across Bengaluru and Chennai constituting 79.28% of our total portfolio as of March 31, 2025.
This gives us a competitive advantage in major commercial real estate markets in India, which we believe enables
our centers to maintain elevated occupancy levels resulting in steady revenue growth.

Our presence in non-Tier I cities further strengthens our market reach. With a total portfolio of 0.51 million square
feet across 11 locations in non-Tier I cities as of March 31, 2025, we continue to tap into the rising demand for
flexible workspaces in high-growth regions. This geographic diversification allows us to balance the scalability
needs of large enterprises with the localized requirements of small and medium-sized businesses.

As of March 31, 2025, our rentable centers have a total area of 6.26 million square feet, with 5.68 million square
feet committed to clients, resulting in a committed occupancy rate of 90.73%. We believe this high occupancy is
a testament to our effective demand-driven strategies, proactive client engagement and ability to deliver flexible
workspace solutions that align with the needs of modern businesses.

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 Particulars As of March 31, 2025

Rentable Area (A)(1) 6.26 million square feet

Committed Area (B)(2) 5.68 million square feet
Committed Occupancy Rate (B/A%)(3) 90.73
Notes:
1. Rentable area refers to the SBA across our centres where (i) we are receiving rent from clients or (ii) could potentially receive
rent from clients.
2. Committed area refers to the (i) occupied area; and (ii) area reserved by the clients through an agreement or a letter of intent
and by payment of security deposit. Occupied area means the total SBA contracted with our clients.
3. Committed occupancy rate is calculated as total committed area divided by total rentable area in centers.

The table below provides the reconciliation of our committed occupancy rate and occupancy percentage as of the
dates indicated.

Particulars As of March 31, As of March 31, As of March 31,

2025 2024 2023
Rentable area (million square feet) (A) 6.26 5.33 4.25
Occupied area (million square feet) (B) 5.33 4.28 3.56
Area under letter of intent with clients (million 0.35 0.20 0.32
square feet) (C)
Committed area (million square feet) (D) = 5.68 4.48 3.87
(B + C)
Committed occupancy % (D/A) 90.73 84.02% 91.10%
Actual occupancy % (B/A) 85.12 80.21% 83.68%

Set forth below are details in relation to ‘yet to be handed over’ centres as of March 31, 2025:

Tentative timeline for

Property Name LOI / Agreement Date Current Status converting into active
stock
Indiqube Radiant June 22, 2024 LOI October 1, 2025
Indiqube Olive June 18, 2024 Lease agreement October 1, 2025
Indiqube Aspire February 7, 2024 Lease agreement October 1, 2026
Indiqube Skyline June 15, 2024 ATL July 1, 2025
Indiqube Ozone Chamber June 29, 2023 LOI January 1, 2026
Indiqube OMR September 9,2024 LOI December 1, 2026
Indiqube Ekatthangal November 15,2024 LOI September 1, 2026
Indiqube ETV March 26,2025 Lease agreement April 15, 2025
IndiQube Magnet January 7,2025 Lease agreement April 10, 2025
Indiqube Waterside March 24, 2025 Lease agreement April 07, 2025

Demand Acquisition

Our client acquisition strategy is a key differentiator, combining the strength of our in-house sales team with
market research, targeted partnerships and digital initiatives to create a comprehensive approach. While we
collaborate with institutional real estate brokers to acquire clients, we also deploy digital media advertising to
boost our presence among target clients and capture demand through multiple channels.

In Fiscal 2025, 39.13% of our seats were sold through direct channels while the remaining 60.87% were facilitated
by brokerage partners. Our direct channels include efforts by our in-house team client referrals, website leads,
current client expansions and digital media campaigns. As a result of these integrated sales and marketing efforts,
we aim to ensure faster occupancy of our buildings. We have achieved an occupancy rate of 86.50% in our steady
state centers as of March 31, 2025. The following infographic sets forth occupancy percentage for our centers as
of the dates indicated along with the occupancy for centers by vintage from the launch date of the centers.

247
 Center Occupancy Trends

90.06% 93.50%
86.50% 85.12% 83.68%
80.21%

March 31, 2025 March 31, 2024 March 31, 2023

More than 12 Months from Launch Overall %

Pursuant to our ‘enterprise-first’ strategy, where we focus on providing workspace solutions to companies with
larger office space requirements, a significant portion of our occupancy is driven by clients leasing more than 300
seats. For Fiscal 2025, the weighted average lease tenure for such large enterprises is 46 months, with a weighted
average lock-in period of 36 months. These long-term contracts not only secure a stable and recurring revenue
stream but also create opportunities to upsell VAS, fostering deeper client relationships and increasing value over
an extended period. As of March 31, 2025, 63.06% of our occupancy came from clients who leased more than
300 seats from us. The table below sets forth the occupancy split based on seat cohort as of the dates indicated:

Particulars Occupancy %
March 31, 2025 March 31, 2024 March 31, 2023
300+ seats 63.06 61.02 63.21
100-300 seats 23.90 24.46 21.54
0-100 seats 13.04 14.52 15.25
Notes: Occupancy % is calculated as occupied area/seats divided by rentable area/seats.

Owing to our emphasis on enterprise clients, we have aimed to maintain long lease and lock-in tenures. As of
March 31, 2025, our overall weighted average lease and lock-in tenures are for 42 months and 33 months,
respectively. The table below sets out the weighted average total tenure and weighted lock-in tenure breakup based
on seat cohort.

As of March 31, 2025 As of March 31, 2024 As of March 31, 2023

Particulars
(Months)
Weighted Average Lease 42 46 49

300+ seats 46 51 54

100-300 seats 37 41 45

0-100 seats 30 34 35

Weighted Average Lock-in 33 34 33

300+ seats 36 38 37
100-300 seats 31 32 31
0-100 seats 22 23 20

Further, our dedicated customer relationship management team regularly keeps in touch with clients. It ensures
engagement with clients, allowing us to anticipate their needs and manage their expansions and renewals.

Supply Acquisition

Our supply acquisition strategy is driven by value creation and an understanding of demand-led market dynamics.
We focus on acquiring properties in high-demand micro-markets, characterised by robust infrastructure
connectivity. Central to this approach is our hub-and-spoke model, where we establish certain large centers (hubs)

248
in key micro-markets, complemented by smaller centers (spokes) within these micro-markets to ensure reach and
accessibility. This model allows us to cater to both large enterprises seeking scale and smaller businesses needing
localized, flexible office solutions. Through this strategy, we aim to meet the growing demand for workspace
solutions in both Tier I and non-Tier I cities in India, providing a comprehensive, on-demand platform that adapts
to the needs of a dynamic workforce. CBRE has identified 33 key office micro markets across Tier I cities in India
(Source: CBRE Report). 85.39% of our portfolio properties are located in these key micro markets of India.

Further, we also lease commercial properties from landlords for 10 to 20 years and invest in upgrades, including
interiors, amenities, technology, and sustainability initiatives. This enhances the property’s appeal and
functionality, improving the tenant experience. As of March 31, 2025, our lease renewal rate with respect to leases
up for renewal (leases with initial term of three to five years) with our landlords is 99.74%. Our landlords comprise
large real estate developers, high-net-worth individuals, family offices, and investment funds. The table below
sets forth the split of institutional and non-institutional landlords as of March 31, 2025.

Classification of Landlords Percentage of total AUM managed by us as of March 31 2025

Institutional 14.08
Non-institutional 85.92

Out of the overall commercial office organized stock across the top nine cities in India, including Delhi, Gurgaon,
Noida, Mumbai, Bengaluru, Chennai, Hyderabad, Pune, and Kolkata, approximately 70.2% is non-institutionally
owned as of March 31, 2025. As of March 31, 2025, nearly 52% of the completed office stock (in million square
feet) across Tier I cities is more than 10 years old. The ageing stock has a large potential for asset upgradation and
renovation as a lot of developments in city centres may require refurbishment to meet the requirements of the
new-age workforce and changing occupier preferences. (Source: CBRE Report)

We believe this presents significant opportunities for asset transformation. By leveraging our expertise in property
upgradation and partnering with property owners to deliver build-to-suit and client-specific solutions, we continue
to create offerings that meet client requirements. This approach not only strengthens our strategic partnerships by
going beyond conventional leasing but also fosters trust with landlords.

One of our key strategies is the renovation and upgradation of older Grade B properties (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 an external facade
might be ordinary. Multiple ownership might be a norm. (Source: CBRE Report)) in central business districts,
transforming them into technology-enabled workspaces. Our renovated centers constitute 25.22% of our total
centers as of March 31, 2025.

Additionally, we have identified and created centers in proximity to metro stations, further enhancing accessibility
and convenience. As of March 31, 2025, out of 115 centers, we have 48 centers which are within a distance of 3
kilometres from an operational metro station and 45 centers that are within a distance of 3 kilometres from a metro
station that is planned to be operational in future. Such centers collectively comprised 80.87% of our total centers
as of March 31, 2025. The table below sets forth details in relation to proximity of our centers to operational and
planned metro stations as of March 31, 2025.

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 Distance from Metro Proximity to Operational Metro Stations Proximity to Planned Metro Stations
Station Number of Centers % Centers Number of Centers % Centers
Up to 3 kilometers 48 41.74 45 39.13

In Fiscal 2022, we strategically expanded our offerings to non-Tier I cities. Post the COVID-19 pandemic, the
non-Tier I cities have increasingly become relevant for companies to set up their satellite offices in. As of June,
2024, the top 6 non-Tier I cities including Ahmedabad, Kochi, Indore, Vadodara, Jaipur and Coimbatore
collectively contribute to majority of the overall flexible workspace stock in non-tier I cities. (Source: CBRE
Report) We are present in three of these top six non-Tier I cities, namely, Coimbatore, Kochi and Jaipur. By also
venturing into cities like Madurai, Kozhikode, Mohali and Vijayawada, we believe we are able to cater to the
demand for commercial real estate in non-Tier I cities.

The demand for commercial real estate in non-Tier I cities is driven by an influx of both domestic and selected
global companies on account of cost-effective real estate and the availability of a talent pool. (Source: CBRE
Report) The table below shows the split of our portfolio across Tier I and Non-Tier I cities.

Particulars As of March 31, As of March 31, As of March 31,

2025 2024 2023
AUM (million square feet) 8.40 6.32 4.94
- Tier I Cities 7.89 5.99 4.76
- Non-Tier I Cities 0.51 0.33 0.18
Number of centers 115 92 74
- Tier I Cities 104 83 70
- Non-Tier I Cities 11 9 4
Number of Cities 15 12 10
- Tier I Cities 8 7 7
- Non-Tier I Cities 7 5 3

Our presence across eight Tier I cities and seven non-Tier I cities has enabled us to meet local demands. We
believe this strategic expansion positions us as a key player in both established and emerging markets, driving
growth for enterprises across India.

Through a data-driven selection process, we evaluate factors such as leasing activity, and infrastructure
developments to identify properties with high future potential. This approach ensures that our centers remain
aligned with market needs and evolving client preferences, enabling us to maintain high occupancy levels and low
customer churn rates. We have an occupancy rate of 86.50% in our steady-state centers as of March 31, 2025.

In Fiscal 2022, we noticed early trends of employees preferring to work from places closer to their hometowns.
Going by our ‘follow the talent’ approach, we decided to foray into non-Tier I cities, and chose Coimbatore as the
first non-Tier I city. We began our operations in Coimbatore with a single property on Avinashi Road, spanning
over 73,000 square feet. By Fiscal 2023, we had achieved a significant milestone of 100% occupancy in this
property, underscoring strong demand. Over time, we added two more properties, growing our total area under
management in the city to 275,097 square feet with an occupancy rate of 91.42% as of March 31, 2025. Our
success in Coimbatore has been pivotal in shaping our strategy for other non-Tier I cities, paving the way to build
a portfolio of 0.51 million square feet in seven non-Tier I cities as of March 31, 2025.

Key Performance Highlights

The following table sets forth certain operational metrics as of and for the years indicated:

Particulars As of/for the year ended As of/for the year As of/for the year
March 31, 2025 ended March 31, ended March 31,
2024 2023
AUM in SBA (million square feet) 8.40 6.32 4.94
Number of Cities by AUM 15 12 10
Number of Centers by AUM 115 92 74
Number of Clients 769 702 594
Active stock (million square feet) (1) 6.92 5.52 4.39

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 Particulars As of/for the year ended As of/for the year As of/for the year
March 31, 2025 ended March 31, ended March 31,
2024 2023
Rentable area (million square feet) (A) (2) 6.26 5.33 4.25
Occupied area (million square feet) (B) (3) 5.33 4.28 3.56
Occupancy Rate in Rentable Centers (B/A) (%) 85.12 80.21 83.68
Area in Steady State Centers (million square feet)
5.25 4.15 2.83
(C) (4)
Occupied Area in Steady State Centers (million
4.54 3.74 2.64
square feet) (D)(5)
Steady state occupancy (D/C) (%)(6) 86.50 90.06 93.50
Notes:
1. Active stock means the rentable SBA plus SBA under fitout.
2. Rentable area refers to the SBA across our centres where (i) we are receiving rent from clients or (ii) could potentially receive rent
from clients.
3. Occupied area means the total SBA contracted with our clients.
4. Steady State Centers are the centres which are more than 12 months old.
5. Occupied area in steady state centers is the total SBA occupied by our clients at our steady state centers.
6. Steady state occupancy of the centres which are more than 12 months old is considered as steady state occupancy.

The following table sets forth certain financial metrics as at and for the years indicated:

S. No.
As at/for the fiscal As at/for the fiscal As at/for the fiscal
ended March 31, ended March 31, ended March 31,
Particulars
2025 2024 2023

(₹ in million, unless otherwise specified)

1. Total income 11,029.31 8,676.60 6,012.75
2. Total income growth (%) 27.12 44.30 NA^
3. Total assets 46,851.23 36,679.13 29,693.17
4. Total equity (31.11) 1,306.33 (3,081.01)
5. Total borrowings 3,439.58 1,640.20 6,231.61
6. Revenue from operations 10,592.86 8,305.73 5,797.38
7.
Revenue from operations growth (%) 27.54 43.27 NA^
8. Loss after tax (1,396.17) (3,415.08) (1,981.09)
9. Loss after tax as percentage of Total
(12.66) (39.36) (32.95)
income (%)
10. EBITDA 6,601.87 2,634.23 2,582.27
11. EBITDA (Operational) 6,165.42 2,263.36 2,366.90
12. EBITDA (before loss on fair value of
6,165.42 4,952.89 3,489.39
financial liabilities)
13. EBITDA margin (before loss on fair
58.20 59.63 60.19
value of financial liabilities) (%)
14. Cash EBIT 1,145.30 1,133.23 477.03
15. Net debt 3,379.27 1,635.67 6,127.00
16. Capital employed 3,348.16 2,942.00 3,045.99
17. Return on Capital Employed (%) 34.21 38.52 15.66
^
Not applicable
Notes:
1. Total income means sum of revenue from operations and other income for the year.
2. Total income growth (%) is calculated as total income in the particular year divided by the total income in the previous year.
3. Total assets means total non-current assets and total current assets.
4. Total equity is sum total of equity share capital, instruments entirely equity in nature and other equity.
5. Total borrowings is calculated as sum total of current borrowings and non-current borrowings at the year end.

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 6. Revenue from operations means revenue from rental income, margin revenue on finance lease, electricity charges, maintenance
charges, sale of goods and other ancillary services for the year.
7. Revenue from operations growth (%) is calculated as revenue from operations in the particular year divided by the revenue from
operations in the previous year.
8. Loss after tax means loss for the year after tax.
9. Loss after tax as percentage of total Income (%) is calculated as Loss after tax divided by total income.
10. EBITDA is calculated as loss after tax plus tax expense, finance cost, depreciation and amortisation expense for the year.
11. EBITDA (Operational) is calculated as EBITDA less other income for the year.
12. EBITDA (before loss on fair value of financial liabilities) is calculated as EBITDA (Operational) plus loss on fair value of
financial liabilities.
13. EBITDA margin (before loss on fair value of financial liabilities) is calculated as EBITDA (before loss on fair value of financial
liabilities) divided by revenue from operations.
14. Cash EBIT is calculated as EBITDA (before loss on fair value of financial liabilities) less payment of lease liabilities (including
interest).
15. Net debt is calculated as total borrowings minus cash and cash equivalents and bank balances other than cash and cash
equivalents for the year.
16. Capital employed is calculated as total equity plus net debt.
17. Return on capital employed (%) is calculated as Cash EBIT divided by capital employed.

For reconciliation of Non-GAAP measures, see “Other Financial Information – Reconciliation of Non GAAP
financial measures” on page 404.

Industry Recognition and Certifications

We have been listed among Forbes DGEMS 2023 as one of the select 200 companies with global business potential
and have been recognized as a “Future Ready Organization” by the Economic Times in 2023. Financial Times has
listed us among ‘Asia-Pacific High-Growth Companies’ for four consecutive years from 2020 to 2023 and also in
2025. Further, we have been ranked among India’s fastest growing companies and recognized as “India’s Growth
Champion” by The Economic Times from 2021 to 2023. We have also been awarded as the “Best Startup of the
Year (Coworking)” at the Economic Times Entrepreneur Awards in 2024. We have also been awarded “Real Estate
Startup of the Year” in 2023 and “Proptech Startup of the Year” in 2022 by Entrepreneur Media. Additionally, we
have received “Breakthrough Enterprise Award” by YourStory in association with the Ministry of Micro, Small
and Medium Enterprises in 2019. We have also been awarded for “Best Water Conservative and Efficiency
Initiative” by the Confederation of Indian Industry at the 4th edition of CII-SR Industrial Water and Waste
Management Competition, 2024 and received recognition as one of “High-Growth Companies Asia-Pacific 2025”
by Financial Times and Statista. Further, we have also been awarded the “Best Net Zero initiative of the
Year” award at the 2nd edition of the Net Zero Summit and Awards 2025 by UBS Forums Private Limited.

We have been bestowed with the ‘Green Champion Award’ by the Indian Green Building Council (“IGBC”) and
Confederation of Indian Industry (“CII”) in 2022. As of March 31, 2025, we have 29 properties covering 36.44%
of our active stock that have received green certifications from certification bodies including Indian Green
Building Council and Leadership in Energy and Environmental Design. We have also received several ISO
certifications including ISO 41001:2018 for facility management system, ISO 45001:2018 for occupational health
and safety management system, ISO 45005:2020, and ISO 14001:2015 for environmental management system.

OUR STRENGTHS

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One of the leading players in the Large and Growing Flexible Workspace Market in India

The flexible workspace stock in India is currently over 96 million square feet as of March 31, 2025. While over
90% of this stock is spread across key Tier-I markets in India, demand for flexible workspaces in non-Tier I cities
has also been growing. The total addressable market (“TAM”) for flexible workspace operators is expected to be
approximately represents a sizeable opportunity of 280 – 300 million square feet (in terms of area) and ₹730 –
₹960 billion* (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.). ₹ billion is representative of the rental revenue potential and not
the real estate value.

Bengaluru currently is both the largest commercial office and flexible workspace market in India accounting for
around 30% of the total flexible workspace stock amongst Tier-I cities. Bengaluru, the largest market in APAC in
terms of absorption, absorbed more office space than the selected APAC cities (Tokyo, Seoul, and Singapore)
combined in 2018 to June 2024. 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 VAS and
amenities across their centres. Some flexible workspace operators have also developed the capability to provide
design and build, and food and beverages and facility management-related services to clients for their self-
leased/owned offices. (Source: CBRE Report)

We believe we are well-positioned to benefit and capture this growth in the flexible workspace segment. Our
comprehensive footprint spans 15 cities, including eight Tier-I and seven non-Tier I cities as of March 31, 2025.
With over 186,719 seats in 115 centers, we offer a comprehensive portfolio that spans workspace leasing and
VAS, such as interior design, facility management, and technology-enabled solutions.

We are amongst the leading operators in Bengaluru as of March 31, 2025 (Source: CBRE Report). Further, we
believe that our presence in seven non-Tier I cities in India, gives us an edge in expanding to high-potential
regions. As of March 31, 2025, we serve over 769 clients across various sectors including information
technology/information technology enabled services, manufacturing, automotives, engineering, aviation, banking,
financial services and insurance, consulting, e-commerce, educational technology, logistics, pharmaceuticals, and
healthcare.

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The table below sets forth information in relation to our presence in Tier I and non-Tier I cities as of March 31,
2025.

Particulars Tier I Non-Tier I Total

AUM* (million square feet) 7.89 0.51 8.40
Number of cities by AUM 8 7 15
Number of centers by AUM 105 10 115
Number of clients 727 42 769
*AUM is active stock plus area under LOI including area yet to be handed over (in SBA).

While workspace leasing forms the core of our revenue, we have strategically expanded our offerings to include
various VAS, spanning interior design and build, facility management, food, transport, and technology solutions.
Our backward integration initiatives like asset renovation and upgradation, coupled with forward integration to
offer B2B and B2C services to clients and their employees, along with our core offering of plug and play
workspace solutions, enable us to serve the entire workspace value chain comprehensively. The table below sets
forth our revenue from workspace leasing and VAS for the years indicated:
Fiscal 2025 Fiscal 2024 Fiscal 2023
(% of (% of (% of
Particulars (₹ in revenue (₹ in revenue (₹ in revenue
million) from million) from million) from
operations) operations) operations)
Workspace leasing* 9,264.96 87.46 7,415.84 89.29 5,152.40 88.87
VAS 1,349.21 12.74 921.99 11.10 681.65 11.76
Notes:
*Includes revenue from rentals, common area maintenance charges and electricity.

As of March 31, 2025, 12.74% of our revenue originated from VAS. Our revenue from provision of VAS has
increased from ₹ 681.65 million in Fiscal 2023 to ₹ 1.349.21 million in Fiscal 2025 growing at a CAGR of 40.69%,
which is higher than the revenue growth from our workplace leasing which grew at a CAGR of 34.10% from ₹
5.152.40 million in Fiscal 2023 to ₹ 9.264.96 million in Fiscal 2025.
Our focus on expansion and value addition through VAS is illustrated through the following example:
We emphasize on providing F&B across our properties. It has become a key component of our VAS portfolio, and
plays a crucial role in enhancing the employee experience for our clients. In Fiscal 2023, we provided F&B
services to 238 clients across 55 properties, generating a revenue of ₹ 192.05 million (28.17)% of our VAS
revenue). In just two years, F&B services have witnessed rapid adoption and growing demand within our
properties. In Fiscal 2025, we served 373 clients across 84 properties, generating a revenue of ₹ 359.09 million
from F&B services, having grown from Fiscal 2023 at a CAGR of 36.74%.

F&B Revenue
(₹ Million)
400 359.09
350
285.97
300

250
192.05
200

150

100

50

0
FY 2023 FY 2024 FY 2025

We believe the growth trajectory of revenue generated from F&B services illustrates our commitment to
continuously enhancing the workspace experience and demonstrates the potential of VAS in driving revenue
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growth. These ancillary revenue sources can allow the operators the opportunity to not only diversify their revenue
but also enhance the value and attractiveness of their offerings to clients. (Source: CBRE Report)

Acquisition Strategy with a Focus on Value Creation and Demand-Driven Locations

As of March 31, 2025, 85.39% of our portfolio properties are located in key micro markets of India. These
properties meet the dual objective of value creation and long-term market relevance. The scale of our operations
in our key micro-markets provides us with market information and enhances our ability to respond to market
opportunities.

The table below depicts the number of our properties that are in close proximity to existing and upcoming metro
stations as of March 31, 2025.

Distance from Metro Proximity to Operational Metro Stations Proximity to Planned Metro Stations
Station Number of Centers % Centers Number of Centers % Centers
Up to 3 kilometers 48 41.74 45 39.13

The table below depicts the occupancy rate of steady state centers as of March 31, 2025.

Particulars Tier I Non-Tier I Total

Occupancy rate in steady state centers (%) 86.11 96.20 86.50

Markets such as Chennai and Bengaluru emerged as best-performing cities among Tier I cities in terms of current
vacancy levels during the first quarter of 2025. (Source: CBRE Report) Our footprint in Bengaluru combined with
our presence in Chennai, comprises a combined portfolio of 6.66 million square feet across these two key markets.
Our combined portfolio in Bengaluru and Chennai constitutes 79.28% of our total portfolio as of March 31, 2025.

We renovate and upgrade older Grade-B properties in central business districts, transforming them into
technology-enabled workspaces. As of March 31, 2025, renovated centers make up 25.22% of our total portfolio.
This approach not only enhances the quality of the supply but also allows us to leverage underutilized assets and
grow returns. Through our hub-and-spoke model, we meet the needs of large enterprises requiring scalable
solutions and smaller businesses seeking localized, flexible office setups. The below infographic sets forth split
of our total centers by area as of the dates indicated.

Our expansion in Koramangala, Bengaluru illustrates our hub-and-spoke model, where we strategically began
with smaller properties to test market potential before scaling up.

In August 2017, we leased our first property in this market, a 33,311 square feet space. This was followed by
leasing of another property of 56,400 square feet in November 2017. These two initial properties served as our

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"spokes," allowing us to assess market demand, establish a local presence, and address potential challenges on a
smaller scale.

Once these properties demonstrated viability, we leased a larger property of 215,550 square feet in April 2019,
which became our hub in the Koramangala micro-market. Over time, we added ten more properties, bringing
our total managed area in Koramangala to 678,117 square feet as of March 31, 2025. This measured hub and
spokes approach helped us establish presence in the EBD.

Prudent Business Management Practices with Strong Operational Metrics

We concentrate on leasing large to midsized full buildings over fractional spaces and as of March 31, 2025, 64.71%
of our portfolio consists of full buildings. A large number of our properties are in hub and spokes clusters resulting
in concurrent allocation of manpower and resources. This approach not only bolsters cost efficiency but also
strengthens our market position in sought-after micro-markets.
Our property lease structures are aligned with client lock-ins, where landlords typically have a three-year lock-in
period, while clients have a weighted average lock-in tenure of 33 months, as of March 31, 2025. This
synchronization ensures operational stability and minimizes risks associated with early lease terminations. Our
lease structure also allows us to manage revenue escalation provisions effectively, ensuring predictable cash flows
and financial stability.
Payback period for operators is expected to be 47 to 48 months from the fit-out commencement cycle and nearly
44 to 45 months from the date of operations (sample unit economics model is solely for representation for a single
center and may not reflect portfolio level averages for the industry) (Source: CBRE Report). In contrast, our
payback period was 24.87 months from the fit-out commencement cycle which corresponds with our client lease
lock-in term. This asset liability match ensures that our cash flows are synchronized with our financial
commitments, enabling us to maintain a balanced operational and financial position while minimizing cash flow
disruptions. As of March 31, 2025, 30.27% of our occupied area was from multiple center clients, i.e., clients
occupying seats in more than one of our centers.
The table below sets forth details of our monthly churn for the years indicated:

Churn Fiscal 2025 Fiscal 2024 Fiscal 2023

Monthly Churn % (0.23) (0.09) 1.00

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Note: Average monthly net churn rate is calculated as the occupied area terminated or contracted by the clients less the
occupied area expanded by the clients divided by the average monthly occupancy for the year.

We believe the low churn rates reflect the effectiveness of our prudent business management practices. This
highlights the success of our strategic initiatives, including our technology driven employee engagement
programs, anticipating client needs, and continuous improvement of our offerings. Our strong client retention not
only reinforces our market position but also demonstrates the sustainability and efficiency of our business model.
Further, our internal business development team has minimized reliance on brokers, keeping brokerage expenses
as a percentage of revenue from operations to less than 2.44% as of March 31, 2025.
With growth over the years, our manpower utilisation has considerably improved thereby resulting in reduction
of our salary as a percentage of operational revenue. The below table shows our employee benefits expenses as a
percentage of our revenue from operations for the years indicated:

Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023

Employee benefits expense* (₹ in million) (A) 758.26 637.68 435.29
Revenue from operations 10,592.86 8,305.73 5,797.38
(₹ in million)(B)
Employee benefits expense as a % of Revenue 7.16 7.68 7.51
from operations (A/B%)
*Including equity settled share based payments of ₹73.02 million, ₹116.89 million, and ₹35.31 million during Fiscal 2025,
Fiscal 2024 and Fiscal 2023, respectively.

This operating model, combined with optimized cost structures, have resulted in a cash EBIT margin of 10.81%
as of March 31, 2025. The table below depicts our Cash EBIT as a percentage of revenue for the years mentioned.

Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023

Revenue from operations (₹ in million) (A) 10,592.86 8,305.73 5,797.38
Cash EBIT (₹ in million) (B) 1,145.30 1,133.23 477.03
Cash EBIT as a % of Revenue from operations 10.81 13.64 8.23
(B/A%)
Note Cash EBIT is calculated as EBITDA (before loss on fair value of financial liabilities) less payment of lease liabilities
(including interest).

We believe that our prudent approach to lease management, operational discipline, and client satisfaction
underscores our ability to deliver value to stakeholders while maintaining long-term profitability and market
leadership.

Capital Efficient Model with Resilience and Comprehensive Risk Mitigation

We have strategically adopted an asset-light model, focusing on leasing rather than owning properties. This model
allows us to secure 10-year leases with a three-year lock-in period, extendable for another 10 years, ensuring
flexibility and control in our arrangements with lessors. We maintain termination rights in our leases, providing
adaptability and risk mitigation in changing market conditions.
For a typical managed office, the capital expenditure for 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) (sample unit economics model is
solely for representation for a single center and may not reflect portfolio level averages for the industry) (Source:
CBRE Report). Our capital expenditure per square feet is ₹ 1,507.00 as of March 31, 2025. We believe this reflects
our operational efficiency and cost optimization. This disciplined approach allows us to deliver premium
workspaces at competitive prices while maintaining our cash margins. For details, see “− Key Performance
Highlights” on page 250.
We maintain a well-diversified client base across industries and regions, minimizing the risks associated with
client concentration. This approach ensures that no single client dominates our revenue stream, safeguarding
against potential revenue losses due to client moves. Our top client accounts for 3.47% of our revenue as of March
31, 2025, while the top five clients collectively contribute 11.80%. This diversity provides protection from sector-
specific downturns or regional challenges, keeping our revenue streams stable.

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 Fiscal 2025 Fiscal 2024 Fiscal 2023
(% of (% of (% of
Clients (₹ in revenue (₹ in revenue (₹ in revenue
million) from million) from million) from
operation) operation) operation)
Top client 367.83 3.47 359.46 4.33 240.39 4.15
Top 5 clients 1,250.47 11.80 1,233.24 14.85 889.25 15.34

Our focus on serving mid-to-large enterprises results in longer lock-in periods, driving higher client retention and
stability. We strategically aim to generate rental revenue that is nearly double the lease payments owed to our
landlords. Our revenue to rent ratio was 2.42 as on March 31, 2025.
Revenue to Rent Ratio Fiscal 2025 Fiscal 2024 Fiscal 2023
Rental Revenue (per square feet in ₹) (A) 153.05 132.53 107.18
Rental Payment to Landlord (per square feet in 63.15 56.82 55.32
₹) (B)
Revenue to Rent ratio (A/B) 2.42 2.33 1.94

Our lean operating model enables faster reinvestment and revenue growth. The table below depicts the trend of
our ROCE for the years mentioned.

ROCE Fiscal 2025 Fiscal 2024 Fiscal 2023

Capital Employed (₹ in million) (A) 3 348.16 2,942.00 3,045.99
Cash EBIT (₹ in million) (B) 1,145.30 1,133.23 477.03
ROCE (%) 34.21 38.52 15.66

We have been assigned a CRISIL A+/Stable rating by CRISIL Ratings as of March 31, 2025, reflecting our
financial health, robust business model and consistent performance.

Experienced Leadership and Prominent Investor Base

We are led by experienced Promoters, and a professional management team with experience in the workspace
industry and a proven track record of performance. Our Promoters are Rishi Das, Meghna Agarwal and Anshuman
Das. Rishi Das, is an alumnus of IIT Roorkee, our Chief Executive Officer, has a diverse entrepreneurial
experience of over two and half decades. He was the co-founder of CareerNet, which is a talent solutions provider
in India. Meghna Agarwal, an alumnus of IMT Ghaziabad is our co-founder and Chief Operating Officer, has an
extensive experience of 20 years in operations and business management. Meghna Agarwal has been recognized
with several awards including Best Woman Performer in Business Innovations Award 2024, Business Woman
Excellence Award 2021, and Young Achievers Award 2019 for execellence in real estate. She along with Rishi
Das was also recognized, (i) as emerging thought icons by Economic Times Power Icons 2020 and (ii) amongst
the ‘Power Couples’ by the Entrepreneur Media in their March 2022 edition. She was recognized in the list of
women entrepreneurs of India and businesses on the rise in 2021 by the Startup Reporter. She was also featured
as one of the most influential women entrepreneurs in India in the Indian Startup News. She was selected amongst
the 100 Wonder Women in India for 2022 by the Indian Television. She was featured in the list of top 10 innovative
business leaders by India Today and was also listed amongst Shepreneurs, Women to Watch by the Entrepreneur
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Media. Further, she was also recognised as the Icon of Excellence at Forbes India WPower 2025. She was also
featured amongst the Fortune India 100 Most Powerful Women. She was featured on the list of ‘Inspiring Figures’
published by Hindustan Times. She is also recognised in the list of ‘5 Startup Queens’ by India TV.. Anshuman
Das, an alumnus from IIT Delhi, our Non Executive Director has a diverse entrepreneurial experience of over two
decades. He co-founded CareerNet and Hirepro Consulting Private Limited and currently serves as the Chief
Executive Officer and Chief Operating Officer respectively for these companies. We believe that we benefit from
the industry relationships of our Promoters and are able to attract clientele as well as high quality talent for our
Company.
Under the leadership of our Promoters, we have been ranked amongst India’s fastest growing companies by The
Economic Times and have been recognized as India’s Growth Champion for four consecutive years from 2021 to
2023. We have also been ranked amongst Asia-Pacific High-Growth Companies by Financial Times for 2025. In
addition, we have received several noteworthy awards including, “The Green Champion Award” from CII &
IGBC, The Economic Times “Future Ready Organization 2023-24”, “Startup of the Year” in Entrepreneur Awards
2021, "Best Co-working Space" at Startup Awards 2021, Breakthrough Enterprise award from YourStory in
association with the Ministry of MSME in 2019.
We have established an investor base, underscoring the confidence and trust placed in us by leading financial
institutions and industry veterans. With backing from prominent venture capital firm, WestBridge Capital and
renowned individual investor, Ashish Gupta, we are well-equipped to leverage their expertise and resources to
drive our mission forward. We believe that these investors provide not only capital but also strategic guidance and
industry connections, fueling our growth and innovation.
Focussed on Fostering an Ecosystem of Green Buildings

We are committed to sustainability across water, energy, and waste management in addition to asset renovation
and upgradation. Pursuant thereto, we incorporate various initiatives in our operations such as roof top solar plants,
sewage treatment plants, rainwater harvesting system, water treatment plant, deployment of water efficient
fixtures and energy saving equipment. Owing to these initiatives, 36.44% of our operational area spread across 29
centers covering an area of 2.52 million square feet have received certifications from the Indian Green Building
Council and Leadership in Energy and Environmental Design as of March 31, 2025. Additionally, we have seven
centers, covering 0.75 million square feet where we have applied for green certifications and are under various
stages of approval as of March 31, 2025.

The share of green-certified buildings has increased from 185 million square feet in 2015 to approximately 494
million square feet in the first quarter of 2025, growing at a CAGR of 11.2% during the year. Based on a survey
conducted by CBRE Research in June 2024, 60% of respondents are more focused towards green-certified
buildings, indicating an increasing shift in preference for Green Buildings and Environmental, Social and
Governance (“ESG”) compliance and certifications. Supported by global tailwinds around transition to green
buildings and ESG considerations have become critical factors in evaluating commercial assets. Occupiers have
been prioritising sustainability through various measures such as green-certified buildings, sustainable
procurement, water and waste management, and energy efficiency, among others. (The survey was conducted
during March 2024 to April 2024 and total number of respondents were between 70 to 78) (Source: CBRE Report).
We believe we are well equipped to capture this emerging trend with our wide network of green buildings.

Additionally, we specialize in transforming old, standalone Grade B buildings into green buildings by renovating,
upgrading, and employing sustainable practises with amenities and proprietary technology. This enables us to not
only create a positive impact for the environment but also create supply in city centers where supply of new
inventory is limited. 10 out of our 29 renovated centers have either received or are in the process of receiving
green certifications. The table below captures our renovated portfolio and the percentage of renovated properties
that have received green certifications as of March 31, 2025.

Renovated Portfolio with Green Renovated Portfolio under Green

Renovated Portfolio
Certifications Certification Process
Number of Area (Square feet Number of Area (Square feet Number of Area (Square feet
Centers in millions) Centers in millions) Centers in millions)
29 2.48 8 0.84 2 0.26

Additionally, through rainwater harvesting, automated water treatment, sewage treatment systems, and
deployment of sensors and aerators, we have significantly reduced our reliance on groundwater. Our energy
initiatives include solar rooftops, electronic vehicles charging stations, deployment of energy efficient equipment
259
and sensor-based lighting. We also prioritize waste management with on-site organic waste composting, usage of
biodegradable coffee mugs, usage of recycled paper for tissues and eco-friendly facility maintenance practices
using chemical free ozonised water. We have been bestowed with the ‘Green Champion Award’ and ‘The
Corporate Leading the Green Building Movement in India’ by IGBC and CII. We are also the founding member
of IGBC. We have installed rooftop solar plants across 22 centers that have a total monthly power capacity of 0.30
million units as of March 31, 2025, resulting in considerable savings.

OUR STRATEGIES

As the workspace solutions industry evolves, our strategies are designed to capture growth opportunities while
mitigating risks.

Expand Area Under Management by Balancing Market Presence and Micro Market Penetration

Our workspace solutions span 8.40 million square feet of AUM in SBA spread across 115 properties in 15 cities
as of March 31, 2025. We aim to further expand both the breadth and depth of our commercial real estate portfolio
nationwide. Our growth strategy is twofold. First, we plan to extend our footprint by adding more cities, including
emerging non-Tier I markets. Second, we aim to deepen our presence in existing cities by acquiring additional
properties in key micro markets. Our approach involves initial focus on acquiring smaller properties (spokes) in
new geographies to assess market demand and establish a local presence. By starting with smaller-scale
operations, we reduce the risk of over-investment and ensure that any potential challenges can be managed on a
smaller scale. Once these properties achieve breakeven and demonstrate viability, we scale up by investing in
larger properties (hubs) in that market.

For non-key micro-markets, we plan to collaborate with landlords using a managed aggregation model, involving
revenue or profit sharing combined with shared capital expenditure. We further aim to expand our operating
footprint through IndiQube Cornerstone, our property and asset management solution.

Enhance Average Revenue Per Square Feet Through an Integrated Workspace Solutions Ecosystem

We aim to meet the varied needs of our diverse clientele, spanning different demographics, seat volumes, and
industry sectors, through our workplace solutions ecosystem. With IndiQube Grow, we offer plug and play
workspaces across India with customised interiors, consistent amenities and bundled technology and services. In
properties that are not leased by us, we provide interior design and build solutions with IndiQube Bespoke. Further,
we offer facility management and employee services through IndiQube One and workspace technology solutions
through MiQube. Additionally, we provide asset renovation and property management solutions to landlords
through IndiQube Cornerstone.

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By leveraging these services, we address various aspects of modern workplace requirements, from customized
design and efficient management to innovative technological solutions. This approach allows us to cater to various
client needs. We aim to leverage this ecosystem to increase our average revenue per square feet and drive sustained
revenue growth through cross-selling opportunities. We aim to further enhance our VAS portfolio with green
energy solutions and ‘sustainability as a service’ offerings to further strengthen our position in the workspace
solutions sector.

Become a Preferred Workspace Outsourcing Solutions Partner for Enterprises

Our growth strategy is focused on building a comprehensive workspace solutions ecosystem that caters to the
evolving needs of enterprises across geographies. Going forward, we aim to expand on our abilities to meet varied
needs of enterprises, ranging from establishing large corporate hubs, supporting branch offices, renovating
existing facilities, to offering VAS in pre-built spaces, or driving operational excellence through automation. By
integrating design, management, and technology into a location-agnostic platform, we aim to redefine the
workspace journey. With a forward-thinking approach, we aim to shape the future of workplaces through flexible,
personalized, on-demand, smart, and sustainable solutions.

Scale IndiQube Bespoke and Offer Comprehensive Office Interiors Solutions

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. (Source: CBRE Report)

We intend to further scale IndiQube Bespoke and offer comprehensive office interiors solutions across India,
reaching businesses outside our workspace solutions ecosystem. Through our modifiable offerings model,
companies can create fully customized workspaces that align with their brand identity, culture, and operational
needs. This personalized approach is supported by our vast catalogue of over 1,000 SKUs as of March 31, 2025
for office interiors, which, when paired with IndiQube Canvas, our office interiors experience center in Bengaluru,
provides clients with an interactive design-and-build process.

As we expand, our goal is to deepen the scope of this offering by integrating immersive and tech-forward solutions
that cater to individual client preferences while maintaining cost-efficiency and scalability. Our focus remains on

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delivering more value to our clients by offering tailor-made environments that foster productivity, innovation, and
brand identity at every stage of business growth.

Expand ‘Sustainability as a Service’ Offerings

As of March 31, 2025, nearly 52% of the completed office stock (in million square feet) across Tier-I cities is
more than 10 years old. The ageing stock has a large potential for asset upgradation and renovation as a lot of
developments in city centres may require refurbishment to meet the requirements of the new-age workforce and
changing occupier preferences. (Source : CBRE Report)

We are the ‘workplace transformation’ partners to landlords focusing on renovating ageing properties. With
85.92% of our leased properties coming from non-institutional assets as of March 31, 2025, through IndiQube
cornerstone we collaborate closely with landlords to renovate, upgrade, and transform their properties. Further,
we are in the process of constructing a solar farm with a capacity of 20 megawatt ("MW") in Yadgir, Karnataka.
The first phase of such solar plant is operational. Once fully commissioned, this solar farm is expected to cater to
the captive power requirements of our properties in Karnataka.

Based on a survey conducted by CBRE Research in June 2024, 60% of respondents are more focused towards
green-certified buildings, indicating an increasing shift in preference for Green Buildings and ESG compliance
and certifications. Supported by global tailwinds around transition to green buildings and ESG considerations
have become critical factors in evaluating commercial assets. Occupiers have been prioritising sustainability
through various measures such as green-certified buildings, sustainable procurement, water and waste
management, and energy efficiency, among others. (The survey was conducted during March 2024 to April 2024
and total number of respondents were between 70 to 78) (Source : CBRE Report)

We aim to partner with more landlords and businesses by offering 'sustainability as a service’, helping them
transition their buildings/offices into green buildings by leveraging our expertise in implementing sustainability
initiatives. We aim to embed eco-conscious solutions that drive energy-efficiency, water conservation, and waste
management into our offerings, and enabling carbon footprint reduction.

As businesses increasingly prioritize sustainability, our 'Sustainability as a Service' model would be a key
differentiator, transforming how commercial real estate operates in India while generating revenue through
forward-thinking solutions.

Leverage Technology to Expand our Client-Base

Through our comprehensive technology stack, we have built a unified platform that connects clients, their
employees, and our service partners. With this integrated approach, we aim to enhance workspace efficiency for
our clients, elevate their employee experience, and provide value across the board. Our core technology platform,
MiQube, empowers organizations to manage, operate, and optimize their office spaces with ease. From
streamlining administrative tasks such as booking meeting rooms, managing visitor access, and tracking desk
utilization, to offering direct employee engagement and experience enhancement features, we deliver workspace
experience tailored to the modern enterprise.

Going forward, we aim to expand our reach beyond our workspace solutions ecosystem by offering a suite of
SaaS products to landlords, property managers and businesses to streamline property management, reduce
operating costs, and unlock new revenue opportunities.

BUSINESS OPERATIONS

Our Evolution and Growth

Faced with the challenges of having to recurrently relocate offices due to expansion in the employee strength, our
co-founders leased a large office space from 2013 in Bengaluru, Karnataka for one of our group companies. The
excess space in the leased premises was sublet to the clients of our group company. As tenants began requesting
additional amenities, a significant gap in the market became evident. Recognizing this unmet need, our founders
identified an opportunity to develop a workspace solution that was both accessible and affordable, while offering
a comprehensive range of services to enhance the employee experience. This insight led to the incorporation of
our Company in 2015.

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By Fiscal 2018, our operations also received an impetus pursuant to investments from investors such as
WestBridge Capital and Ashish Gupta. These strategic investments strengthened the validity of our model and
introduced considerable industry expertise. Furthermore, our enterprise-first approach, characterized by long-term
client leases, enabled us to navigate the challenges posed by the COVID-19 pandemic, thereby ensuring business
continuity for our clients.

In 2021 we started our foray into non-Tier I cities with Coimbatore. Over the years, we have scaled our operations.
As of March 31, 2025, we have a presence in 15 cities in India with 115 properties and 8.40 million square feet
of area under management, providing accessible, holistic, personalized and sustainable workspace solutions.

Our workspace outsourcing solutions are categorised into different business segments catering to clients within
and outside the ecosystem of our leased properties. While IndiQube Grow, offering plug-and-play workspaces in
our leased properties, remains our core solution, we have expanded our capabilities to cater to a spectrum of
enterprise workspace needs. These include IndiQube Bespoke, our interior design and project management
consultancy services segment; IndiQube One, our facility management and employee services division;
MiQube™, our workplace technology stack; and IndiQube Cornerstone, which focuses on landlord-centric asset
management and renovation services.
Our Workspace Solutions and Offerings
IndiQube Grow
As of March 31, 2025, our pan-Indian network comprises 115 properties in 15 cities. IndiQube Grow caters to
enterprises and co-working tenants in talent centric locations, offering flexibility to scale with bundled VAS and
technology integrated offices.
Enterprise Workspaces
Our enterprise workspaces are crafted to meet the needs of each client, offering customized office configurations,
designs, and fitouts that result in a fully functional, move-in-ready workspace. Our approach ensures that every
detail aligns with the specific operational and branding requirements of our enterprise clients.
The pricing for these tailored workspaces is influenced by the extent of VAS and interior customization required.
Our strategy for attracting enterprise clients includes proactive business development, leveraging our existing and
former clients, and fostering referrals through our group companies, and enquiries through website and other
digital channels. Additionally, we engage in collaborating with international property consultants and third-party
aggregators to broaden our reach and secure new opportunities.
Co-working solutions
Our co-working solutions are designed for startups seeking ready-to-move-in office spaces with shared
infrastructure and amenities. These include internet connectivity, common meeting rooms, pantry services,
gaming zones, collaboration areas, and access to our MiQube™ community app, as well as additional services
such as food and beverages, IT support, transport and event hosting.
Clients can reserve co-working spaces through our website or channel partners. After confirmation, a membership
agreement is signed, covering seat allocation, pricing, tenure, and other terms following a per-seat pricing model.
We also provide the following mobility solutions to our clients as part of our allied services:

• Meeting rooms. We offer meeting rooms equipped with high-speed internet and audio/video
conferencing that can be booked through our website or aggregator platforms for one-time or bulk-hour
usage, providing a convenient, professional setting for meetings and collaboration.
• Day pass. Our day pass offers clients temporary access to a workspace near their home or chosen
location. Available for both single-day and bulk reservations, day passes can be booked through our
website.
• Virtual Office. Our virtual office solutions provide clients with a business location address for company
incorporation or GST registration with benefits like package handling services.

IndiQube Bespoke
IndiQube Bespoke offers a fully customizable office interiors design and build solution, allowing clients to design
workspaces that reflect their brand identity and operational requirements within their own premises. From detailed

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space planning and design to project management and turnkey execution, our approach ensures that each
workspace is tailored to client specifications. Our interior design and build solutions are available in standard,
premium, and luxury options. As of March 31, 2025, we have an in-house team of 46 designers and architects,
supported by our PMC, civil and procurement teams of 90 employees. Clients can choose between capital
expenditure and operating expenditure models, allowing for flexible financial arrangements that best suit their
needs. Additionally, we provide an annual maintenance contract to maintain the integrity and quality of the interior
assets over time.
In alignment with our commitment to sustainability, we incorporate eco-conscious elements into every project.
We offer solutions that use green interiors that promote a healthier, more sustainable workspace. Moss walls,
energy-efficient lighting, and other eco-friendly features help businesses achieve both appeal and environmental
responsibility.

In 2024, we launched IndiQube Canvas, an office interior experience center on Outer Ring Road, Bengaluru. From
innovative furniture and executive director cabins to green interiors like living walls and energy-efficient systems,
IndiQube Canvas allows clients to experience sustainable office design.
IndiQube Canvas Experience Center

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With over 1,000 SKUs available in our IndiQube interiors catalogue as of March 31, 2025, and hands-on design
capabilities at our IndiQube Canvas experience center, we ensure that every office environment is customized,
providing long-term value and enhancing productivity for our clients.
IndiQube One
We provide on demand, technology enabled end-to-end property and facility management services within our
centers as well as in external commercial spaces to our clients. We are certified under ISO 41001:2018 for facility
management system, ISO 45001:2018 for occupational health and safety management systems, ISO 45005:2020
and ISO 14001:2015 for environmental management systems. Our IndiQube One offering aligns with our ISO
certifications by implementing the practices in quality, safety and environmental management.
Facility Upkeep: We provide facility management, covering routine maintenance, repairs and replacements for
workstations, chairs, carpets, and pantry essentials. Our team manages plumbing, mechanical, and electrical
systems to ensure coherent operations and productivity. Additionally, we prioritize cleanliness with regular pest
control, ensuring a well-maintained and hygienic workspace.
Asset Management: We provide asset maintenance across the entire property, including transformers, diesel
generators, elevators, security surveillance systems, furniture, fixtures, fire alarm and public address, facade
upkeep, electric panels, plantation, uninterruptible power supplies and batteries, as well as repainting services.
Our all-inclusive approach ensures every aspect of the facility is efficiently maintained for optimal functionality.
Employee Services: We cater to employee workspace needs with services ranging from transport to employee
engagement events, food and beverages, hot desks, meeting rooms, and parking, ensuring a productive work
environment.
IT Services: We offer IT solutions, including internet leased lines, Wi-Fi, corporate mobility, audio-visual
conference setups, CCTV surveillance, IT as a service, laptops/desktops, multimedia, broadband, firewalls,
telephony, switches, access control, network infrastructure, and printers.
Green Initiatives: We offer green initiatives that include indoor plants for improving air quality, rainwater
harvesting systems, energy-efficient appliances, automated sewage treatment plants, water treatment plants,
organic waste composting, and renewable energy systems. These initiatives collectively contribute to creating a
sustainable and environmentally friendly workspace.
Our solutions under IndiQube One are also targeted at corporate entities that are not in our ecosystem. We typically
enter into agreements for a term of more than 12 months with our clients, which may be renewed annually or at
the end of contractual terms. We begin operations upon receiving the relevant letter of intent or purchase order
from our clients within the agreed timeframe. We also place a site team with requisite skills and integrate the
relevant systems and processes as part of such operations.
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MiQube™ Workplace Technology Stack
Our technology stack is designed to enhance every aspect of the workspace experience, with interconnected layers
that serve clients, their employees, and our frontline facility management teams thereby enhancing workplace
efficiency, engagement, and experience.
MiQube™ Community App: The system provides employees with streamlined, one-touch access to a variety of
services, including booking meeting rooms, arranging transportation, ordering meals, inviting visitors, submitting
requests to a centralized helpdesk, and participating in community events. Additionally, it facilitates desk and
parking reservations, thereby enhancing the overall office experience for employees.

MiQube™ Tenant Platform: This platform empowers workspace administrators with real-time analytics and
control over their office environment. From tracking power consumption and desk utilization to managing visitors,
invoices, and payments, this platform simplifies office operations with a single-dashboard solution across our pan-
India offices. It even streamlines facilities management scheduling, providing insights into planned and preventive
maintenance schedules.

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ServiQube Application: This boosts operational efficiency for our frontline teams by guiding them through
staff/maintenance assignments of tasks and detailed checklists. It promotes thorough task completion, from
maintenance to cleaning, with real-time photo uploads for quality control. By assigning tasks based on priority
and availability, the app optimizes resource use and improves response times, helping teams maintain high
standards and efficiently manage workplace environments.

MiKiosk vending machines: The MiKiosk vending machine offers employees access to snacks and essentials with
just one click. Located in pantries and cafeterias across our properties, these kiosks cater to immediate snacking
needs and are integrated with the MiQube application for a smooth, technology-enabled experience.

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Visitor Management System: The visitor management system uses AI to automate data entry for fast, accurate
check-ins, and equips security personnel with tools to manage visitor flow. It provides real-time tracking, instant
visitor authentication, and features such as digital passes and a security dashboard for a secure experience.
Meeting Room Schedulers: These provide real-time room availability, ensuring conflict-free scheduling through a
simple, user-friendly interface. Admin personnel can customize room setups to meet team needs and access reports
to monitor usage, optimizing space and resource allocation. Key features include integration with email calendars,
utilization analytics, and customizable meeting room bookings.
User Feedback Tabs: These enable real-time issue resolution through smart ticketing and integrated
communication tools, allowing swift responses and interaction between client employees and our own staff. The
system also supports document management for quotes and invoices, ensuring all feedback and requests are
followed up on, building user trust and satisfaction.

The infographic below sets forth certain operational information in relation to the MiQube™ application for the
years indicated:

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 * Monthly active users are defined as number of users who have done at least one transaction on the MiQube App in the
closing calendar month of the respective time period.

IndiQube Cornerstone
This solution focuses on landlords, collaborating with non-institutional owners of older buildings to renovate and
modernize their properties. By integrating contemporary amenities, smart technology, and sustainability
initiatives, along with a range of services, this partnership not only prolongs the lifespan of the buildings but also
promotes an increase in rental yields for the landowner, enhances energy efficiency, reduces water consumption,
and supports green certifications. Additionally, we enhance the tenant experience, renovating these spaces in an
environmentally responsible manner. Below are a few images from one of our properties on St. Marks Road,
Bengaluru, showcasing the transformation.

Client Case Studies

The following case studies demonstrate the strength of our partnerships with space owners and the utilization of
alternative assets within our portfolio:

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Myntra Corporate Headquarters

We have provided an enterprise campus for ‘Myntra’ on Outer Ring Road in Bengaluru spanning 301,000 square
feet. We leased the entire campus to Myntra, executed interior fitouts, and also provided value added services.
The campus currently serves as their corporate headquarters and is equipped with amenities including a creche,
gym, studio, gaming arcade, play area, multi cuisine cafeteria, library, break out areas, collab zones, and volleyball
court.

As consultants, we assisted Myntra in attaining Platinum Green Interiors Certification from the Indian Green
Building Council and the Confederation of Indian Industry. Additionally, we have also supported them in
achieving Platinum IGBC Health and Well-being rating as part of our consulting services.
Perfios
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In March 2021, we provided Perfios with a plug-and-play workplace comprising over 170 seats at IndiQube
Aerial, located in Koramangala, Bengaluru. This solution included office space, interior fit-outs, and value-added
services. Perfios has also leased107 seats within the same property and over 18,000 square feet at another property,
IndiQube HM Vibha, also situated in Koramangala. Subsequently, in August 2023, the company further leased
over 960 seats at IndiQube HM Vibha.
Perfios currently occupies more than 1,500 seats within our ecosystem across the two properties, IndiQube Aerial
and IndiQube HM Vibha.
Enphase
Enphase Solar Energy Private Limited (“Enphase”) is a GCC and an Indian subsidiary of Enphase Energy, Inc.,
a global energy management technology company. We leased 67,000 square feet of office space to Enphase in
April 2019 at IndiQube Golf View, located near the Old Airport Road in Bengaluru. In 2022, we leased an
additional 54,000 square feet in the second tower of IndiQube Golf View. Further in 2023, Enphase leased an
additional 22,000 square feet split across the two towers of IndiQube Golf View.
In a span of over four years, Enphase has grown from a lease of 67,000 square feet to over 143,000 square feet
within the IndiQube Golf View campus. Notably, since our renovation and upgrade of IndiQube Golf View, the
property received a ‘Platinum’ rating from the Indian Green Building Council and CII.

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IBC Golf View Homes
IBC Golf View Homes, one of Bengaluru’s earliest IT parks, was constructed in the late 1990s near Old Airport
Road. As workforce requirements evolved over the years, it became evident that the property needed a complete
transformation to meet contemporary standards. We took on the challenge of renovating and modernizing the
building, turning it into a sustainable, green-certified property. We began with a comprehensive assessment of the
existing infrastructure, focusing on key areas such as base building, services, amenities, automation and
sustainability. The scope of work for the renovation included base build enhancements, such as structural
upgrades, façade modernization, staircase refurbishments, improvements in mechanical, electrical and plumbing
systems, restrooms, lifts, and air conditioning. We also developed reception, breakout areas, cafeterias, recreation
zones and other amenities.
To achieve sustainability, we installed a sewage treatment plant, rainwater harvesting system, water treatment
plant, and rooftop solar panels, and deployed water efficient fixtures and energy saving equipment. The
landscaping was enhanced with lawns, shrubs, ground cover plants, and improved soil alignment, while debris
was cleared for visual appeal. Additionally, hardscaping features like stepping stones, pebble pathways, pergolas,
and steel structures were added to enhance both functionality and visual appeal. Further we implemented a host
of technology solutions including sensors, cameras and software for energy efficiency, water conservation, safety
and comfort. Set forth below are images of the property before and after the transformation:

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Post renovation and implementation of sustainability initiatives, the concerned property was audited by the Indian
Green Building Council. It was observed that the property achieved water savings of 37.1% against the baseline.
CO2 levels of less than 530 parts per million with more than 95% of interior spaces having access to exterior
views. Post comprehensive evaluation, the project has received Platinum Green Interiors certification from the
Indian Green Building Council.

Client Engagement
We follow a client selection and onboarding process designed to foster long-term, mutually beneficial
partnerships. It begins with the initial contact, where potential clients approach us through brokers, our website,
referrals, or direct sales outreach. Our sales team then engages in discussions to understand the client’s specific
needs, including the number of seats, preferred location, budget, and other workspace requirements.
Further, we conduct a detailed assessment to align our offerings with the client’s business goals. This includes
evaluating any industry-specific needs, along with operational requirements like technology infrastructure,
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security, amenities, and workspace customization. Based on this understanding, we present a tailored proposal
covering our office space solutions, customization options, pricing, and contract terms. We work closely with the
client to refine the proposal, ensuring it meets their operational and strategic needs, and proceed to negotiate and
finalize the contract. Once terms are agreed upon, our onboarding and move-in process is carefully managed to
ensure a smooth transition into the new workspace, configured according to the agreed terms. After move-in, we
maintain regular communication to address any needs or concerns, with dedicated account managers ensuring a
high level of client satisfaction.
Our client agreements typically span 36 to 60 months, with lock-in periods ranging from 24 to 48 months. Clients
pay a fixed lease rental, generally subject to a 6% annual escalation, and cover additional services such as after-
hours air conditioning, meeting room usage, parking, and more. Clients are not allowed to terminate the agreement
during the lock-in period unless we breach material terms, while we reserve the right to terminate for reasons such
as non-payment. Clients may also terminate without notice in case of our insolvency or if we are unable to provide
suitable alternate accommodation due to lease termination with our landlords.
Clients’ Employees
By leveraging the MiQube™ community application, we provide tech-enabled, targeted subsidies and benefits
that cater to employees’ needs. Our wallet system allows companies to set rules and allocate customized, curated
subsidies, improving the effectiveness and efficacy of these benefits. Additionally, we offer a wide range of
employee services, including food, transport, helpdesk support, and parking.
QubeClub™ platform offers a variety of activities designed to improve the employee experience and foster a sense
of belongingness within the workplace. Our 52-week employee engagement calendar provides year-round
activities that cater to different employee interests, including festive celebrations, learning and development
workshops, entertainment, health and wellness initiatives, and sports and recreation events. This approach aims
to enhance employee well-being and satisfaction, creating a workplace that supports creativity and productivity.

Center identification and sourcing

Our center identification and sourcing process is governed by a standard operating procedure. This approach
ensures that we adequately address risk mitigation, regulatory compliance, and market outlook metrics throughout
the entire process.
Micro market selection
We analyze the talent landscape to identify where the talent catchments are located, as well as assess the
availability of supply, absorption rates, and vacancy trends in those micromarkets. Our decisions are further
informed by commercial transaction data from third-party real estate analytics tools, providing insights into
leasing activity. We also delve into demographics and evaluate accessibility to public transport, upcoming
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infrastructure developments like metro systems and airports, and the competitive landscape. Local economic
indicators play a significant role in our analysis, helping us understand the broader market context. To ensure that
we are responsive to actual demand, we actively seek feedback from our channel partners including IPCs and
third-party aggregators as well as potential customers. This enables us to make informed decisions that align with
both current and future market dynamics.
Site selection
In selecting our sites, we evaluate key factors such as accessibility, connectivity, visibility, safety, and proximity
to public amenities and infrastructure. We explore new properties while also seeking older properties in talent-
centric micro-markets that may be suitable for renovation and upgrading, as well as Build-to-Suit properties that
are planned for construction. Our due diligence process includes compliance checks, legal assessments, and
evaluations of structural and electro-mechanical systems, ensuring informed decisions that enhance tenant
satisfaction and operational success.
Financial modelling
We integrate key parameters such as potential seat price, operating expenses, and occupancy timeframe into our
financial model to evaluate the viability of a potential center. Our analysis encompasses contribution margin,
return on invested capital, and payback period. Utilizing these metrics, we evaluate the decision to proceed with
the establishment of a center in the selected micro-market and location.
Center cohorts
We have strategically shifted focus toward standalone centers, as outlined in the table below. Centers within our
portfolio with the size exceeding 100,000 square feet have grown from 2.10 million square feet as of March 31,
2023 to 4.23 million square feet as of March 31, 2025.
The below table sets forth split of our total centers by area.
Center Size Cohort AUM* in million square feet
March 31, 2025 March 31, 2024 March 31, 2023
Less than 100,000 square 4.17 3.53 2.84
feet
More than 100,000 4.23 2.79 2.10
square feet
Total 8.40 6.32 4.94
*AUM is active stock plus area under LOI including area yet to be handed over (in SBA).

The below table sets forth split of our total centers into full and partial buildings.

Center Type Cohort AUM* in million square feet

March 31, 2025 March 31, 2024 March 31, 2023
Full Buildings 5.44 4.21 3.77
Partial Buildings 2.97 2.11 1.17
Total 8.40 6.32 4.94
*AUM is active stock plus area under LOI including area yet to be handed over (in SBA).

Project management
Our in-house team of 85 project management and procurement professionals as of March 31, 2025 works closely
with a vendor network to streamline procurement and efficiently execute projects. Standardized contracts with
vendors reduces the need for extensive negotiations per project, enabling direct order placements. This approach
not only reduces lead time but also supports concurrent project management across our pan-India locations.
Our procurement strategy leverages economies of scale from our broad vendor network. Each vendor undergoes
a thorough evaluation to ensure alignment with our standards for quality, reliability, and service, reducing supply
risks and optimizing client outcomes. Vendor services and products span turnkey fit-out works and specialized
packages, including civil and interior, electrical, mechanical, fire protection and firefighting, and technology
solutions. Procured items also include modular furniture, carpeting, lighting, flooring materials, and loose
furniture, accommodating diverse client requirements.

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The project management team applies its industry experience to oversee each project stage. With robust processes
in place, the team ensures transparency, minimizes risks, and maintains high-quality standards, enabling the
efficient management of multiple projects simultaneously.
Service Delivery Team
As of March 31, 2025, our building management team consists of over 176 employees who are responsible for
maintaining and managing the entire building infrastructure. Their responsibilities cover a range of essential
services, including technical support, housekeeping, pantry services, IT support, security, waste management, and
safety protocol implementation. They also manage inventory and related services with a focus on energy efficiency
and cost effectiveness. This team maintains a secure, efficient, and well-kept environment, enabling clients to
concentrate on their core business activities.
Additionally, we have a facility services team that focuses on enhancing the overall client experience. As of March
31, 2025, our facility services team had 25 employees. Their responsibilities include ensuring the timely delivery
of services and building relationships that drive client retention, creating a positive experience for clients.
Together, both teams ensure that our operations run efficiently, delivering an excellent workplace environment for
all clients.
Marketing
Our brand presence is strengthened through an omnichannel approach, reaching targeted audiences across various
platforms. We highlight client success stories, share testimonials, and mark significant milestones, such as office
openings. To further engage, we involve clients’ employees in community events that foster a sense of connection
and positively contribute to the workplace experience, supporting long-term client relationships and retention.
Brand visibility is broadened through a strategic mix of offline and online channels, including public relations,
events, digital advertising, paid features, and brand commercials. To establish thought leadership, we produce and
sponsor collaborative reports and articles, while participating in industry forums and panels. Our performance
marketing strategy focuses on generating quality leads that connect directly with our sales teams, ensuring an
efficient lead-to-conversion pipeline. Our go-to-market strategy includes a range of marketing materials, such as
brochures, presentations, email content, and videos, to support sales efforts effectively.
A customer relationship management system aligns marketing and sales, enhancing lead nurturing and guiding
leads through the customer journey. Social media plays a key role in building brand reputation and advocacy, with
social listening allowing us to respond to audience needs and adapt messaging as needed. By integrating public
relations with social media, we further extend brand reach and engagement.
Business Development
As of March 31, 2025, our business development function consists of 53 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 centers, direct
outreach (including client referrals and email marketing), and channel partners. We focus on building client
relationships, understanding their evolving needs, and providing tailored solutions. Our 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.
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 established encryption methods that are utilised to safeguard sensitive data.
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. We have been assessed by the Royal
Stancert BV and were found to be in compliance with the requirements of ISO 27001:2013 - information security
management system.

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Our wireless access is enabled with authentication, authorisation and accounting protocol and 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 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.
Corporate Social Responsibility

We were not required to incur corporate social responsibility expenses during the last three Fiscals under the
requirements of the Companies Act, 2013.

Employees
As of March 31, 2025, we have a diverse team of 625 permanent employees across various functions, with 70.72%
of employees having over six years of industry experience, and 30.48% having been with our Company for more
than three years.
The table below sets forth details of our total employees including employees appointed on contractual basis as
of March 31, 2025:

Function Head Count

Business Development 53
Client Relations 29
Design 46
Finance 59
Human Resources and Training 16
Operations 294
Procurement 52
Projects 33
Technology & Product 45
Others* 62
Total 689
*Others includes employees under the following departments: Civil, Admin, Client Engagement, Legal, Marketing, Program
Management, Strategy and Partnership, Talent Acquisition, Tech Sales, Management (CEO and COO), and Acquisition.

The table below sets forth contractual employees engaged by us for the years indicated:

Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023

Number of contracted employees 64 57 41

Learning, Development and Training

We place a strong emphasis on the continuous learning and development of our employees through our dedicated
‘iLearn’ platform. This platform addresses a wide range of needs, from mandatory compliance courses that ensure
all employees meet regulatory standards, to skill development workshops that focus on enhancing core
competencies. Our functional induction courses provide new employees with a solid foundation to integrate into
their roles, while compliance training courses, such as prevention of sexual harassment at workplace (“POSH”),
business ethics and code of conduct, ensure adherence to regulatory and ethical standards. To further enhance
business acumen, we offer business skill courses that focus on essential workplace competencies such as risk
analysis, email etiquette, and strengths, weaknesses, opportunities and threats (“SWOT”) analysis. These courses
sharpen decision-making and communication skills, fostering a productive work environment. In addition to
business skills, we prioritize the development of behavioural competencies through behavioural skill courses,
which include modules such as conflict management, being proactive, and building assertiveness. These courses
are aimed at improving interpersonal skills, emotional intelligence, and leadership qualities. To cater to ongoing
learning, we have established the Mind Blenders Learning Hub for employees to access a curated collection of
advanced knowledge and skill development resources. The iLearn platform also features a comprehensive suite

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of functional courses covering areas such as workforce management and communication, and specialized modules
such as cafeteria management.
Additionally, we provide outbound trainings for experiential learning and a carefully curated learning calendar
that offers ongoing programs during the year. By prioritizing both professional growth and compliance, we
empower our employees to stay ahead of industry trends, build future-ready skill sets, and contribute effectively
to our Company’s success. Finally, our Learning Surveys help us continuously assess and refine the learning
experience, enabling us to stay aligned with employee needs and industry trends. Through this structured approach
to learning, we ensure that our workforce remains future-ready, adaptable, and equipped to handle the evolving
demands of the business world.
Compliance
We meet compliance requirements under labour laws, provident fund and employee state insurance policies, and
the standards set by the Food Safety and Standards Authority of India. We implement efficient fire safety protocols
and conduct regular third-party audits. Our staff undergoes mock drills to ensure preparedness, and all operations
adhere to company policies, government regulations, and contract requirements. This approach allows efficient
operations across locations, while maintaining registration and labour law compliance, aiding safety, efficiency,
and continuity across our facilities.
Intellectual Property
As of the date of this Red Herring Prospectus, our Company has registered 36 trademarks under classes 9, 16, 35,
36, 37, 38, 41, 42 and 43, some of which are indicated below:

Further, we have made 38 trademark applications which are pending registration. For a list of intellectual property
owned and registered by us, see “Government and Other Approvals” beginning on page 445.

Competition

There are around 500 flexible workspace operators in India, and the top 10 operators (by portfolio size in area
million square feet), as of March 31, 2025, collectively contribute to majority of the total pan India flexible
workspace stock, most of which is spread across multiple cities. (Source: CBRE Report) For further details, see
“Industry Overview” on page 159 and “Risk Factors – We face significant competitive pressures in our business.
Our inability to compete effectively would be detrimental to our business and prospects for future growth.” on
page 51.

Insurance

Our operations are subject to various risks inherent in the flexible workspace industry, as well as personal injuries,
fires, natural disasters, 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 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 – We may not have adequate insurance and may be unable to
secure additional insurance to cover all losses we may incur in our business operations or otherwise.” on page
57.

Properties

Our Registered and Corporate Office is located at Plot No. 53, Careernet Campus, Kariyammanna Agrahara Road,
Devarabisanahalli, Outer Ring Road, Bengaluru, Karnataka, India – 560103. Please see below the details of our
Registered and Corporate Office:
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 Name of Details of Lease tenure Lease Whether lessor is a Whether lease deed is
the leased lessor rent related party adequately stamped/
property registered
Registered Careernet For a period of ₹2.83 Careernet The lease deed has not
and Technologies 60 months million Technologies been stamped or
Corporate Private commencing per Private Limited is registered. The lease
Office Limited from April 1, month one of our Group deed has not been
2023 to March Companies and registered, as the lease
31, 2028 member of the deed is subject to annual
Promoter Group of renewal and the same is
our Company registered on the basis
of number of seats
instead of square feet.

Careernet For a period of ₹0.97 Careernet The lease deed has not
Technologies 48 months million Technologies been stamped or
Private commencing per Private Limited is registered.
Limited from July 1, month one of our Group
2024 to June 30, Companies and
2028 member of the
Promoter Group of
our Company

As of March 31, 2025, we have 115 centers in 15 cities. In line with our asset-light model, all our centers are taken
on lease from respective landlords.

The table below sets forth details of properties where rent is paid to the related parties:

Details Careernet Technologies Private Innoprop Spaces Private Limited

Limited
Agreement, property and location Careernet Technologies Private Innoprop Spaces Private Limited
details Limited (“Careernet”) leased a portion (“Innoprop”) and our Company
of the building called “Iniche” located entered into a fit-out rental agreement
at plot no. 53, Kariyammana Agrahara dated November 23, 2020 (“Master
Road, Devarabisanahalli (next to intel Rental Agreement”) wherein
junction flyover), outer ring road, Innoprop agreed to provide the
Bengaluru – 560103 to our Company as equipment and fit-outs on rent to our
per the deed of sub-lease dated August Company for its office premises
1, 2023 (“Sub-lease Deed”) for the use located at Sy. No 178/2,178/3 and 177
of office premises in the third floor and at Amani Bellandur Khane village,
a portion of second floor of the building Varthur Hobli, Bengaluru - 560103
Iniche. A total number of 299
workstations and 16 cabins are included
in the premises leased to our Company.
Term of the lease/rent Term of five years starting from April Term of five years starting from April
1, 2023 ending on March 31, 2028. 1, 2021 ending on March 31, 2026.
Rent paid by the Company ₹ 2.83 million per month. Further, the Monthly rent as specified in the rental
above rent shall be escalated at the rate schedule annexed by the addendums to
of 7 % every year after completion of the Master Rental Agreement. Any
twelve months from the date of applicable tax, cess, duties, payment,
commencement of the lease. receipt or other transaction etc,
payable in connection to the Master
Rental Agreement shall be borne by
our Company.
Termination Careernet shall be entitled to terminate Innoprop may give our Company a
the Sub-lease Deed if our Company notice for terminating the renting of all
failed to pay the Rent for a consecutive fit-outs and equipment if rental

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 period of two months. Our Company instalments are not paid in time or if an
and Careernet may terminate the Sub- event of default which is capable of
lease Deed without any cause by remedy occurs and our Company does
providing a prior written notice of two not remedy the default within ten
months to the other party. business days of notice from Innoprop.
Similarly, our Company may give
Innoprop a notice for terminating the
renting of all fit-outs and equipment if
an event of default which is capable of
remedy occurs and Innoprop does not
remedy the default within thirty
business days of notice from our
Company.

See “Risk Factors – Our Registered and Corporate Office and our centers are located on leased premises. If the
leases agreements are terminated or not renewed on terms acceptable to us, it could adversely affect our business,
financial condition, results of operations, and cash flows.” on page 50.

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 KEY REGULATIONS AND POLICIES

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 Section, 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 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 recognizing contracts concluded through electronic means,
protects intermediaries in respect of third-party information liability and ensures that a body corporate failing to
protect sensitive personal data is liable to pay damages by way of compensation. The IT Act also prescribes civil
and criminal liability including fines and imprisonment for computer related offences including those related to
unauthorized access to computer systems, tampering with or unauthorised manipulation of any computer,
computer system or computer network and damaging computer systems and creates liability for negligence in
dealing with or handling any sensitive personal data or information in a computer resource and in maintaining
reasonable security practices and procedures in relation thereto, among others.

The IT Act empowers the Government of India to formulate rules with respect to reasonable security practices
and procedures and sensitive personal data. In exercise of this power, the Department of Information
Technology, (“DoIT”) Ministry of Electronics and Information Technology, Government of India, in April
2011, notified the Information Technology (Reasonable Security Practices and Procedures and Sensitive
Personal Data or Information) Rules, 2011 (“IT Security Rules”) which prescribe directions for the collection,
disclosure, transfer and protection of sensitive personal data by a body corporate or any person acting on behalf
of a body corporate. The IT Security Rules require every such body corporate to provide a privacy policy for
handling and dealing with personal information, including sensitive personal data, ensuring security of all
personal data collected by it and publishing such policy on its website. The IT Security Rules further require that
all such personal data be used solely for the purposes for which it was collected and any third-party disclosure of
such data is made with the prior consent of the information provider, unless contractually agreed between them
or where such a disclosure is mandated by law.

The DoIT also notified the IT Intermediary Rules requiring intermediaries receiving, storing, transmitting, or
providing any service with respect to electronic messages to not knowingly host, publish, transmit, select or
modify any information prohibited under the IT Intermediary Rules, to disable hosting, publishing, transmission,
selection or modification of such information once they become aware of it, as well as specifying the due
diligence to be observed by intermediaries. The IT Intermediary Rules further requires the intermediaries to provide
for a grievance redressal mechanism and also appoint a nodal officer and a resident grievance officer.

Digital Personal Data Protection Act, 2023 (“DPDP Act”)

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The DPDP Act was introduced to provide for the processing of digital personal data in a manner that recognizes
both the right of individuals to protect their personal data and the need to process such personal data for lawful
purposes and for matters connected therewith or incidental thereto. The DPDP act replaces Article 43(A)
(Compensation for failure to protect data) of IT Act 2000. Under the DPDP Act the personal data of a data
principal may only be processed for a lawful purpose for which the data principal has given consent or for certain
legitimate purposes.

A request for consent of the data principal must be accompanied by a notice given by the data fiduciary, informing
the data principal of the personal data and the purpose for which the same is proposed to be processed and the
rights and remedies available to the data principal under the act. The notice provided must be clear, concise and
comprehensible to the data principal. The Act further provides that the consent given by the data principal shall
be free, specific, informed, unconditional and unambiguous with clear affirmative action and shall signify an
agreement to the processing of the personal data for the specified purpose and be limited to such personal data as
is necessary for such specified purpose.

The Act establishes “legitimate purpose" for which personal data can be processed; (i) for the specified purpose
for which the data principal has voluntarily provided her personal data to the data fiduciary and in respect of
which she has not indicated to the data fiduciary that she does not consent to the use of her personal data; (ii) for
the state and any of its instrumentalities to provide or issue to the data principal such subsidy, benefit, service,
certificate, license or permit as may be prescribed, subject to certain conditions; (iii) for the performance by the
state or any of its instrumentalities of any function under any law for the time being in force in India or in the
interest of sovereignty and integrity of India or security of the state; (iv) for fulfilling any obligation under any
law for the time being in force in India on any person to disclose any information to the State or any of its
instrumentalities, subject to such processing being in accordance with the provisions regarding disclosure of
such information in any other law for the time being in force (v) for compliance with any judgment or decree or
order issued under any law for the time being in force in India, or any judgment or order relating to claims of a
contractual or civil nature under any law for the time being in force outside India; (vi) for responding to a medical
emergency involving a threat to the life or immediate threat to the health of the Data Principal or any other
individual; (vii) for taking measures to provide medical treatment or health services to any individual during an
epidemic, outbreak of disease, or any other threat to public health; (viii) for taking measures to ensure safety of,
or provide assistance or services to, any individual during any disaster, or any breakdown of public order; (ix)
for employment related purposes.

The DPDP act imposes penalties for contravention, wherein a penalty up to ₹ 10,000 may be imposed for a
breach in observance of duty by data principal and a penalty up to ₹ 2.5 billion may be levied for non-compliance
of provisions by data fiduciaries.

The Ministry of Electronics and Information Technology has published the Digital Personal Data Protection
Rules, 2025 (“Draft Rules”) for public consultation on January 3, 2025. The Draft Rules facilitate the
implementation of the Digital Protection Act. It aims to strengthen the legal framework for the protection of digital
personal data by providing necessary details and an actionable framework. The Draft Rules lays down various
implementation aspects such as the notice by the data fiduciary to the individuals, registration and obligations of
consent manager, processing of personal data for issuance of subsidy, benefit, services by State, applicability of
reasonable security safeguards, intimation of personal data breach, providing details about availing of the rights
by the individuals, processing of personal data of child or of person with disability, setting up the DPB,
appointment and service conditions of the chairperson and other members of the Board, functioning of Board as
digital office, procedure to appeal to appellate tribunal, enabling informed consent, reporting of personal data
breaches and cross-border data transfers among others. The Draft Rules are yet to be approved and notified.

The Registration Act, 1908 (the “Registration Act”)

The Registration Act was introduced for the purpose of, among other things, for providing a method of public
registration of documents so as to give information to people regarding legal rights and obligations arising or
affecting a particular property and to perpetuate documents which may afterwards be of legal importance and
also to prevent fraud. The Registration Act provides details regarding the formalities required for registering an
instrument. Further, the Registration Act identifies the documents for which registration is compulsory and
includes, among other things, a lease of immovable property for any term exceeding one year or reserving a
yearly rent. A document required to be compulsorily registered if not registered, shall not affect any immovable
property comprised therein, confer any power to adopt, or be received as evidence of any transaction affecting
such property or conferring such power (except may be received as evidence of a contract in a suit for specific

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performance or as evidence of any collateral transaction not required to be effected by registered instrument),
unless it has been registered. Further, as per the Registration Act, the following shall be punishable with
imprisonment for a term which may extend to seven years, or with a fine, or with both: (i) the registering officer
and every person employed in his office if they incorrectly endorse, copy, translate or register any document with
the intent to injure; and (ii) whoever who makes false statements before any officer in execution of the Registration
Act, delivers false copies or translation or false copy of a map or plan to a registering officer, falsely impersonates
another person in any proceeding or enquiry under the Registration Act and abets anything punishable under the
Registration Act.

Indian Stamp Act, 1899 (“Stamp Act”)

The Stamp Act requires stamp duty to be paid on all instruments specified in under the Stamp Act at the rates
specified in the schedules to the Stamp Act. The applicable rates for stamp duty on instruments chargeable with
duty vary from state to state. Instruments chargeable to duty under the Stamp Act, which are not duly stamped,
are incapable of being admitted in a court of law as evidence of the transaction contained therein. The Stamp
Act also provides for impounding of instruments that are not sufficiently stamped or not stamped at all by the
collector and he may impose a penalty of the amount of the proper stamp duty, or the amount of deficient portion
of the stamp duty payable.

Municipality Laws

Pursuant to the Constitution (Seventy-Fourth Amendment) Act,1992 the respective state legislatures in India
have power to endow the municipalities with power to implement schemes and perform functions in relation to
matters listed in the Twelfth Schedule to the Constitution of India. The respective States of India have enacted
laws empowering the municipalities to issue trade license for operating businesses and implementation of
regulations relating to such license along with prescribing penalties for non-compliance.

Shops and Establishments legislations in various states

Under the provisions of local shops and establishment legislations applicable in the states in which
establishments are set up, establishments are required to be registered under the respective legislations. These
legislations regulate the condition of work and employment in shops and commercial establishments and
generally prescribe obligations in respect of inter alia registration, opening and closing hours, daily and weekly
working hours, holidays, leave, health and safety measures and wages for overtime work.

The Food Safety and Standards Act, 2006

The FSS Act was enacted with a view to consolidate the laws relating to food and to establish the 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 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 detailed powers of seizure, sampling, taking extracts and analysis. Further, the 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, as amended, in relation to various
food products and additives:

• Food Safety and Standards (Licensing and Registration of Food Businesses) Regulations, 2011;
• Food Safety and Standards (Packaging) Regulation, 2018;
• Food Safety and Standards (Labelling and Display) Regulation, 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; and
• Food Safety and Standards (Laboratory and Sampling Analysis) Regulations, 2011.

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Foreign Investment Regulations

Foreign investment in India is governed by the provisions of FEMA, as amended, along with the rules, regulations
and notifications made by the Reserve Bank of India thereunder, and the consolidated FDI Policy issued by the
Department of Industrial Policy and Promotion, Ministry of Commerce and Industry, Government of India from
time to time. Under the current FDI Policy (effective from August 28, 2017), foreign direct investment in
companies engaged in the services/hotels/hospitality sector is permitted up to 100% of the paid-up share capital
of such company under the automatic route, i.e. without requiring prior government approval, subject to
compliance with certain prescribed pricing guidelines and reporting requirements. On 11 June, 2025, the Central
Government notified amendments to the Foreign Exchange Management (Non – debt Instruments) Rules, 2019, by
which it has been prescribed that Indian companies that are engaged in sectors or activities prohibited for foreign
direct investment may issue bonus shares to its pre – existing shareholders, who are resident outside India, provided
that the shareholding pattern of the shareholders do not change, as a result of such bonus issuance.

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;
• 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, which regulates, inter alia, the minimum wages payable to employees, the manner
of payment and calculation of wages and the payment of bonus to employees. It subsumes four existing
laws, namely the Payment of Wages Act, 1936, the Minimum Wages Act, 1948, the Payment of Bonus
Act, 1965, and the Equal Remuneration Act, 1976. The Central Government has notified certain
provisions of the Code on Wages, mainly in relation to the constitution of the advisory board by way of
notification dated December 18, 2020 and other provisions of this Code will be brought into force on a
date to be notified by the Central Government.

• Industrial Relations Code, 2020, which consolidates and amends laws relating to trade unions, the
conditions of employment in industrial establishments and undertakings and the investigation and
settlement of industrial disputes. It subsumes the Trade Unions Act, 1926, the Industrial Employment
(Standing Orders) Act, 1946 and the Industrial Disputes Act, 1947.

• Code on Social Security, 2020, which amends and consolidates laws relating to social security. It
governs the constitution and functioning of social security organisations such as the employees’ provident
fund and the employees’ state insurance corporation, regulates the payment of gratuity, the provision of
maternity benefits, and compensation in the event of accidents to employees, among others. It subsumes

284
 various legislations including the Employee’s Compensation Act, 1923, the Employees’ State Insurance
Act, 1948, the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952, the Maternity
Benefit Act, 1961, and the Payment of Gratuity Act, 1972. The Social Security Code, 2020 mandates that
establishments employing 50 or more workers must provide creche facilities and further enable at least
four visits a day to the creche facility by the woman. Further, the code also extends the option for work
from home, after availing of the maternity benefit for such period and on such conditions as the employer
and the woman may mutually agree. Section 142 of the Code on Social Security, 2020 and certain other
provisions of the Code have been brought into force from April 30, 2021 by the Ministry of Labour and
Employment through a notification dated May 3, 2021, and other provisions of this code will be brought
into force on a date to be notified by the Central Government.

• Occupational Safety, Health and Working Conditions Code, 2020, amends and consolidates laws
regarding the occupational safety, health and working conditions of persons employed in an
establishment. It subsumes various legislations including the Factories Act, 1948, and the Contract Labour
(Regulation and Abolition) Act, 1970.

Certain portions of the Code on Wages, 2019, Code on Social Security, 2020 have come into force upon notification
by the Ministry of Labour and Employment. The remainder of these codes shall come into force on the day that
the Government shall notify for this purpose.

Intellectual Property Laws

Intellectual property in India enjoys protection under both common law and statutes. Under statutes, India
provides for trademark protection under the Trade Marks Act, 1999, registration of designs under the Designs
Act, 2000 and for the registration of patents under the Patents Act, 1970. These enactments provide for the
protection of intellectual property by imposing civil and criminal liability for infringement.

Laws Related to Taxation

Some of the tax legislations that may be applicable to the operations of our Company include:

• Central Goods and Services Tax Act, 2017 and various state-wise legislations made thereunder:
• Integrated Goods and Services Tax Act, 2017;
• Income Tax Act, 1961, as amended by the Finance Act in respective years;
• Customs Act, 1961;
• Indian Stamp Act, 1899 and various state-wise legislations made thereunder;
• State-wise legislations in relation to professional tax.

Environmental Legislation

Environment Protection Act, 1986 (“EP Act”) and Environment Protection Rules, 1986 (“EP Rules”)

The EP Act has been enacted with an objective of protection and improvement of the environment and for
matters connected therewith. As per the EP Act, the Central Government has been given the power to take all
such measures for the purpose of protecting and improving the quality of the environment and to prevent
environmental pollution. Further, the Central Government has been given the power to give directions in writing
to any person or officer or any authority for any of the purposes of the EP Act, including the power to direct the
closure, prohibition or regulation of any industry, operation, or process.

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.

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
285
other applicable laws and regulations imposed by the central and state government and other authorities for over
day-to-day business, operations and administration.

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 HISTORY AND CERTAIN CORPORATE MATTERS

Brief history of our Company

Our Company was incorporated as Innovent Spaces Private Limited, a private limited company under the
Companies Act, 2013 on January 14, 2015, and was granted the certificate of incorporation by the Registrar of
Companies, Kanpur. The registered office of our Company was shifted from the state of Uttar Pradesh to the
state of Karnataka pursuant to a special resolution passed by our Shareholders on October 16, 2018. The
alteration with respect to the place of the registered office was confirmed by the order of the Regional Director,
Bengaluru on November 21, 2019 and a fresh certificate of incorporation was issued by the RoC on March 19,
2020. Subsequently, the name of our Company was changed to “Indiqube Spaces Private Limited” and a fresh
certificate of incorporation dated November 8, 2024 was issued by the RoC. Pursuant to the conversion of our
Company into a public limited company and a special resolution passed by our Shareholders at the EGM on
November 16, 2024, the name of our Company was changed to “Indiqube Spaces Limited”, and the RoC issued
a fresh certificate of incorporation on December 17, 2024.

Changes in the registered office

Except as disclosed below, there has been no change in the Registered and Corporate Office of our Company
since the date of incorporation.

Date of change Details of change in the Registered Office Reasons for change
March 19, 2020 From #200, Charan Lal Chowk, Gorakhpur – 273 001, Uttar To carry on the business of the
Pradesh, India to Plot # 53, Careernet Campus, Company more economically,
Kariyammanna Agrahara Road, Devarabisanahalli, Outer efficiently and conveniently.
Ring Road, Bengaluru – 560 103, Karnataka, India

Main objects of our Company

The main objects contained in our Memorandum of Association are as follows:

1. “To carry on the business of builders, contractors, dealers in and manufacturers of prefabricated and
precast houses, buildings and erections and materials, tools, implements, machinery and metalware in
connection therewith or incidental thereto and to carry on another business that is customarily, usually and
conveniently carried on therewith, to purchase, sell, develop, take in exchange, or on lease, hire or otherwise
acquire, whether for investment or sale, or working the same, any real or personal estate including lands,
mines, buildings, factories, mill, houses, cottages, shops, depots, warehouses, machinery, plant, stock in
trade, mineral rights, concessions, privileges, licenses, easement or interest in or with respect to any
property whatsoever for the purpose of the company in consideration for a gross sum or rent or partly in
one way and partly in the other or for any other consideration and to carry on business as proprietors of
flats and buildings and to let on lease or sublease or otherwise, apartments, spaces therein and to provide
for the conveniences commonly provided in flats, suits and residential and business quarter, offices or
spaces.

2. To carry on the business of providing solutions and services related to Internet and other related services,
including to design, develop, maintain, operate, own, establish, install, host, provide, create, facilitate,
supply, sale, purchase, licence or otherwise deal in Internet portals, Internet networks, Media Portals,
Internet solutions, Internet gateways, Internet service providers, E-commerce, Web-site designing, Web
based and Web enabled services and applications.

3. To provide consultancy services addressed to information technology and the design and implementation of
information technology solutions for Industry and to establish computer network, either as part of
international network or as standalone network or otherwise, development of websites, Portal Sites and
provide high speed digital / analog communication links to other networks and to establish and offer internet
services, Internet service provider and any other service which is feasible by using internet or any other such
international networks.

4. To carry on and undertake the business of providing services whether as owners, co-owners, joint ventures,
operators, franchisees, service providers, agents inclusive of other work performed by business for office
spaces/ residential units/ flats/ society/ commercial spaces and all kinds of business/ living spaces within

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 India and also to purchase, take on lease/hire, or otherwise acquire, construct, own, operate, run and
manage and to carry on the business of providing housekeeping services, cleaning services, maintenance
services, business and general consultancy services, courier services, data management services, electricity
& water supply management services, security services, internet services, rent/ sale & maintenance of
movable/ immovable properties including furniture & fixtures, rent/ sale of IT/electrical/ other equipment,
sale of artificial/natural plants & flowers/ paintings/ interior design products, sale of clinical products
(safety/ sanitizing), sale of food & beverages including running of restaurants/ cafeteria/ canteens, sale of
housekeeping materials, sale of newspaper & magazine and providing transportation/ commutation/
travelling facility and services including ticket booking, travel desk management services and all other
incidental and other allied services and to provide for conveniences commonly provided to all kind of
businesses/services/ factories/ industries/ societies/ customers/ consumers/ Institutions/ colleges/ schools
etc. The Company also facilitates travelling and provides for boarding and/or lodging accommodation and
guides, resting rooms and arrange taxies, buses, minibuses, conveyances of all kinds and for airport
transportation or ad-hoc transportation for the clients/ customers. The Company shall also carry on the
business relating to establishment, installation and all acts to generate solar power through installation of
roof top solar power plant in all the working spaces maintained/owned by the company and use the solar
energy generated as an alternative to the energy requirements.

5. To carry on the business to provide, commercialize, control, develop, establish, handle, operate, promote,
supervise and organize the events for different corporates, companies or individuals, clients, which includes
any happening such as organizing and management of luxury events, seminars, fashion shows, concerts,
conferences, brand launches, brand promotion and management, cultural events & celebrity management,
award nights, entertainment shows, music shows, exhibitions, product launches, online promotion of events,
live shows, parties and sale of tickets, bookings & reservations and to provide other support services
connected therewith.”

The main objects as contained in the Memorandum of Association enable our Company to carry on the
business presently being carried out.

Amendments to the Memorandum of Association

Set out below are the amendments to our Memorandum of Association in the last 10 years:

Date of
Details of the modifications
amendment
April 3, 2018 Clause V of the MoA was amended to reflect the increase, subdivision, and reclassification of the
authorised share capital from ₹1,000,000 divided into 100,000 Equity Shares of ₹10 each to
₹1,550,000 divided into 1,000,000 Equity Shares of ₹1 each and 55,000 CCPS of ₹10 each.
June 20, 2018 Clause III(a)(2) and Clause III(a)(3) of the MoA containing two of the main objects to be pursued
by our Company on its incorporation, were substituted with the following –
1. “To carry on the business of providing solutions and services related to Internet and
other related services, including to design, develop, maintain, operate, own, establish,
install, host, provide, create, facilitate, supply, sale, purchase, licence or otherwise deal
in Internet portals, Internet networks, Media Portals, Internet solutions, Internet
gateways, Internet service providers, E-commerce, Web-site designing, Web based and
Web enabled services and applications.
2. To provide consultancy services addressed to information technology and the design and
implementation of information technology solutions for Industry and to establish
computer network, either as part of international network or as standalone network or
otherwise, development of websites, Portal Sites and provide high speed digital / analog
communication links to other networks and to establish and offer internet services,
Internet service provider and any other service which is feasible by using internet or any
other such international networks.”
October 16, 2018 Clause II of the MoA was amended to shift the Registered Office from Uttar Pradesh to Karnataka.

Clause V of the MoA was amended to reflect the increase in the authorised share capital from
₹1,550,000 divided into 1000,000 Equity Shares of ₹1 each and 55,000 CCPS of ₹10 each to
₹15,000,000 divided into 7,000,000 Equity Shares of ₹1 and 800,000 Series A CCPS of ₹10 each.
March 8, 2019 Clause V of the MoA was amended to reflect the increase in the authorised share capital from
₹15,000,000 divided into 7,000,000 Equity Shares of ₹1 and 800,000 Series A CCPS of ₹10 each
to ₹16,000,000 (Rupees One Crore Sixty Lakhs only) divided into 7,000,000 Equity Shares of ₹1
and 900,000 Series A CCPS of ₹10 each.

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 Date of
Details of the modifications
amendment
June 4, 2021 Clause III(a)(4) and Clause III(a)(5) of the MoA containing two of the main objects to be pursued
by our Company on its incorporation, were substituted with the following –
4. “To carry on and undertake the business of providing services whether as owners, co-
owners, joint ventures, operators, franchisees, service providers, agents inclusive of other
work performed by business for office spaces/ residential units/ flats/ society/ commercial
spaces and all kinds of business/ living spaces within India and also to purchase, take on
lease/hire, or otherwise acquire, construct, own, operate, run and manage and to carry
on the business of providing housekeeping services, cleaning services, maintenance
services, business and general consultancy services, courier services, data management
services, electricity & water supply management services, security services, internet
services, rent/ sale & maintenance of movable/ immovable properties including furniture
& fixtures, rent/ sale of IT/electrical/ other equipment, sale of artificial/natural plants &
flowers/ paintings/ interior design products, sale of clinical products (safety/ sanitizing),
sale of food & beverages including running of restaurants/ cafeteria/ canteens, sale of
housekeeping materials, sale of newspaper & magazine and providing transportation/
commutation/ travelling facility and services including ticket booking, travel desk
management services and all other incidental and other allied services and to provide for
conveniences commonly provided to all kind of businesses/services/ factories/ industries/
societies/ customers/ consumers/ Institutions/ colleges/ schools etc. The Company also
facilitates travelling and provides for boarding and/or lodging accommodation and
guides, resting rooms and arrange taxies, buses, minibuses, conveyances of all kinds and
for airport transportation or ad-hoc transportation for the clients/ customers. The
Company shall also carry on the business relating to establishment, installation and all
acts to generate solar power through installation of roof top solar power plant in all the
working spaces maintained/owned by the company and use the solar energy generated
as an alternative to the energy requirements.
5. To carry on the business to provide, commercialize, control, develop, establish, handle,
operate, promote, supervise and organize the events for different corporates, companies
or individuals, clients, which includes any happening such as organizing and
management of luxury events, seminars, fashion shows, concerts, conferences, brand
launches, brand promotion and management, cultural events & celebrity management,
award nights, entertainment shows, music shows, exhibitions, product launches, online
promotion of events, live shows, parties and sale of tickets, bookings & reservations and
to provide other support services connected therewith.”
March 30, 2022 Clause V of the MoA was amended to reflect the increase and reclassification of the authorised
share capital from ₹16,000,000 divided into 7,000,000 Equity Shares of ₹1 and 900,000 Series A
CCPS of ₹10 each to ₹19,000,000 divided into 7,000,000 Equity Shares of face value of ₹1 each,
900,000 0.001% Series A CCPS of face value of ₹10 each and 300,000 0.001% Series B CCPS of
face value of ₹ 10 each.
October 9, 2024 Clause I of the MoA was amended to reflect the change in the name of our Company from “Innovent
Spaces Private Limited” to “Indiqube Spaces Private Limited”.
November 16, 2024 Clause I of the MoA was amended to reflect the change in the name of our Company pursuant to
conversion into public limited company, from “Indiqube Spaces Private Limited” to “Indiqube
Spaces Limited” upon conversion of our Company.
December 6, 2024 Clause V of the MoA was amended to reflect the subdivision of 900,000 fully paid up Series A
CCPS of face value of ₹10 each and 300,000 fully paid up Series B CCPS of face value of ₹10 each
into 9,000,000 fully paid up Series A CCPS shares of face value of ₹1 each and 3,000,000 fully
paid up Series B CCPS shares of face value of ₹1 each.
December 6, 2024 Clause V of the MoA was amended to reflect the increase in the authorised share capital from
₹19,000,000 divided into 7,000,000 Equity Shares of ₹1 each, 900,000 0.001% Series A CCPS of
₹1 each and 3,000,000 0.001% Series B CCPS of ₹1 each to ₹325,000,000 divided into 250,000,000
Equity Shares of face value of ₹1 each, 62,500,000 0.001% Series A CCPS of ₹1 each and
12,500,000 0.001% Series B CCPS of ₹1 each.

Major events and milestones of our Company

Calendar Year Event

2015 Incorporation of our Company and inaugurated our first property in Bengaluru
2017 Launched our mobile application – “MiQube App”
2018 Secured Series A CCPS investments from Aravali Investment Holdings on June 5, 2018
2018 Expansion of business to tier-1 cities like Mumbai, Pune and Chennai
2019 Expansion of business to tier-1 cities like Noida and Hyderabad

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 Calendar Year Event
2021 Commenced operations in all metro cities by signing lease deeds for 50 properties to facilitate
business operations
2021 Expansion of business to Gurugram
2022 Secured Series B CCPS investments from WestBridge on April 4, 2022
2022 Expansion of business in tier-2 cities like Coimbatore, Jaipur and Madurai
2023 Expansion of business in tier-2 cities like Kochiand Vijayawada
2023 Our Company got CRISIL A rating for outstanding Debt instrument/ facility of the company
2024 Expansion of business in tier-2 cities like Kozhikode
2024 Our Company got CRISIL A+ rating for outstanding Debt instrument/ facility of the company
2024 Crossed 100+ properties amounting to 7.76 million square feet in AUM in over 13 cities with
more than 700+ clients
2024 Expansion of business to Mohali
2025 Expansion of business to the eastern region of India with a new center to Kolkata
2025 Our Company surpassed ₹ 10,000 million in total income in Fiscal 2025.

Awards, accreditations and recognitions received by our Company:

Calendar Year Awards and recognitions

2019 Listed among 50 start-ups to lookout for by Entrepreneur India
Recognized as one of ‘FT High-Growth Companies Asia-Pacific 2020’ by Financial Times and
2020
Statista
Awarded the ‘Real Estate Start-up of the Year’ award at the 11th Annual Entrepreneur Awards 2021
2021
by Entrepreneur Media
2021 Recognized as one of ‘India’s Growth Champions 2021’ by Economic Times and Statista
2022 Recognized as one of ‘India’s Growth Champions 2022’ by the Economic Times and Statista
2022 Received a certificate of appreciation for organizing a voluntary blood donation camp by Lions
Blood Centre
2022 Recognized as one of ‘FT High-Growth Companies Asia-Pacific 2022’ by Financial Times and
Statista
2022 Recognized as one of ‘India’s Growth Champions 2022’ by the Economic Times and Statista
2022 Recognized as a ‘Future Ready Organization’ for 2022-23 by the Economic Times
2022 Recognized amongst ‘5 Tech Startups trying to transform the world’ by Mid Day
2022 Received the “Green Champion Award” for corporate leading the green building movement in India
– commercial by IGBC
2023 Awarded the ‘Real Estate Start-up of the Year’ award at the 13th Annual Entrepreneur Awards 2023
by Entrepreneur Media
2023 Awarded the ‘Safe Workplace Platinum Award’ for flexible workspace sector by Apex India
Foundation
2023 Recognized as one of ‘FT High-Growth Companies Asia-Pacific 2023’ by Financial Times and
Statista
2023 Recognized as one of ‘India’s Growth Champions 2023’ by the Economic Times and Statista
2023 Recognized as a ‘Future Ready Organization’ for 2023-24 by the Economic Times
2023 Recognized in the list of select 200 companies on Forbes India Magazine.
2024 Awarded the ‘Sustainable Initiative of the Year, 2024 – Go Green’ award at the 4th Edition of
Sustainability Summit and Awards, 2024
2024 Awarded the ‘Recognition Award’ for outstanding demonstration in excellence in energy
management/ waste/ water/ pollution management
2024 Awarded the ‘Best Water Conservative and Efficiency Initiative’ by the Confederation of Indian
Industry at the 4th Edition of CII-SR Industrial Water & Waste Management Competition, 2024
2025 Recognized as one of ‘High-Growth Companies Asia-Pacific 2025’ by Financial Times and Statista
2025 Awarded the ‘Best Net Zero initiative of the Year’ award at the 2nd edition of the Net Zero Summit
& Awards 2025 by UBS Forums Private Limited
Calendar Year Accreditations
2022-2025 Received the ‘IGBC Green Interiors’ platinum certifications from the Indian Green Building Council
for nine properties
2022-2025 Received the ‘IGBC Green Interiors’ gold certification from the Indian Green Building Council for
one property
2023 Received ‘LEED’ gold certification for one property in Chennai.
2023-2026 Received the ‘IGBC Green Interiors’ platinum certification from the Indian Green Building Council
for one property
2023-2026 Received ‘ISO – 41001: 2018’ certification for facility management system.
2023-2026 Received ‘ISO – 45001: 2018’ certification for occupational health and safety.

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 2023-2026 Received ‘ISO/PAS 45005: 2020’ certification for occupational health and safety management.
2023-2026 Received ‘ISO – 14001: 2015’ certification for environment management system.
2023-2026 Received ‘ISO – 27001: 2022’ certification for information security system.
2024-2027 Received the ‘IGBC Green Interiors’ platinum certifications from the Indian Green Building Council
for one property.

Time and cost over-runs

There have been no time and cost over-runs in respect of our business operations.

Defaults or re-scheduling, restructuring of borrowings with financial institutions/banks

There have been no defaults or re-scheduling/ re-structuring in relation to borrowings availed by our Company
from any financial institutions or banks.

Significant financial or strategic partners

As of the date of this Red Herring Prospectus, our Company does not have any significant financial or strategic
partners.

Launch of key products or services, entry into new geographies or exit from existing markets, capacity/
facility creation or location of plants

For details of key products or services launched by our Company, entry into new geographies or exit from existing
markets, capacity/facility creation, or location of plants see “Our Business – Business Offerings” on page 243.

Details regarding material acquisitions or divestments of business/ undertakings, mergers, amalgamations

or any revaluation of assets, in the last 10 years

Except as stated below, our Company has not acquired or divested any business or undertaking and has not
undertaken any merger, amalgamation or revaluation of assets in last 10 years.

Business Transfer Agreement dated June 1, 2018 amongst our Company and Innoprop Spaces Private Limited

A business transfer agreement dated June 1, 2018, was executed by and amongst, our Company and Innoprop
Spaces Private Limited (“Innoprop BTA”), pursuant to which, our Company sold certain assets, liabilities, books
and records, associated contracts and employees, to Innoprop Spaces Private Limited, as a going concern on a
slump sale basis, without values being assigned to individual assets, and for a purchase consideration of ₹1 million.
All statutory approvals, permissions, consents, exemptions, registrations, no-objection certificates and
certifications, permits, quotas, and rights over all pending statutory applications/petitions exclusively relating to
the sale were transferred to Innoprop Spaces Private Limited.

The details of the assets are as set forth below:

(i) project Sigma at Sy. 3B, 7th C Main, 3rd Block, Koramangala, Bengaluru – 560 034, Karnataka,
India;
(ii) project Delta at 14th main road, opposite to Agara lake, HSR layout, 5th sector, Bengaluru – 560 034,
Karnataka, India;
(iii) project Epsilon at Sy no. 91, Amar Jyothi layout, Koramangala, intermediate ring road, Domlur,
Bengaluru – 560 071, Karnataka, India;
(iv) project Hexa at Site No. 218/A and 191, HSR layout, Bengaluru - 560034, Karnataka, India;
(v) project Octagon - BTS-Koramangala at Sy no. 643, 80ft road, 4th block, Koramangala, Bengaluru –
560 034, Karnataka, India;
(vi) project Celestia - Koramangala-Nagaraj at no. 20, Sarjapur main road, Koramangala, J Block, 23 rd
cross, Bengaluru – 560 034, Karnataka, India; and
(vii) project Zip – No. 8, 7th A Main Road, Koramangala 1A Block, SBI colony, Koramangala, Bengaluru
– 560 034, Karnataka, India.

The effective date of transfer pursuant to the Innoprop BTA is June 1, 2018.

Valuation

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The valuation in relation to the Innoprop BTA was undertaken by S V Shivarama Iyer, Chartered Accountant. As
per the valuation report dated May 31, 2018, issued by S V Shivarama Iyer, Chartered Accountant (“BTA
Valuation Report”), the fair value of our Company’s assets as of May 31, 2018 available for sale to Innoprop
Spaces Private Limited under the Innoprop BTA was ₹1.00 million.

Relationship of our Promoters and Directors with Innoprop Spaces Private Limited

Rishi Das, Meghna Agarwal and Anshuman Das who are the Promoters and Directors of our Company are also
directors of Innoprop Spaces Private Limited. Further, Rishi Das and Anshuman Das co-founded Innoprop Spaces
Private Limited.
The Innoprop BTA and the BTA Valuation Report have been included in “Material Contracts and Documents for
Inspection – Material Documents in relation to the Offer” on page 592.

Holding Company

As of the date of this Red Herring Prospectus, our Company does not have a holding company.

Our subsidiary

As on the date of this Red Herring Prospectus, our Company does not have any subsidiary.

Joint venture

As of the date of this Red Herring Prospectus, our Company does not have any joint venture.

Shareholders’ agreements

Except as set out below, there are no subsisting shareholders’ agreements amongst our Shareholders with respect
to the Company, which are material and which are required to be disclosed, or the non-disclosure of which may
have a bearing on the investment decision of prospective investors in the Offer.

Shareholders’ agreement dated April 18, 2018 entered into by and among our Company, Rishi Das, Meghna
Agarwal, Anshuman Das, Aravali Investment Holdings, Careernet Technologies Private Limited, Hirepro
Consulting Private Limited, WestBridge AIF I, Konark Trust, MMPL Trust, and Ashish Gupta and such
shareholders agreement as amended by shareholders amendment agreements dated March 31, 2022, dated
June 2, 2022 and March 27, 2024 and Deed of adherence dated April 18, 2018 executed by Ashish Gupta
(“Shareholders’ Agreement”) read with waiver cum amendment agreement dated December 23, 2024
(“WAA”)

Our Company, Rishi Das, Meghna Agarwal, Anshuman Das (“Promoters”), Careernet Technologies Private
Limited, Hirepro Consulting Private Limited (“Promoter Entities”), Aravali Investment Holdings (“Aravali”),
WestBridge AIF I, Konark Trust, MMPL Trust, and Ashish Gupta have entered into the Shareholders’ Agreement
to govern their inter-se rights and obligations in the Company. WestBridge AIF I, Konark Trust, and MMPL Trust
are collectively referred to as “WestBridge”. WestBridge and the Aravali are together referred to as the
“Investors”.

Pursuant to the terms of the Shareholders’ Agreement, the Investors are entitled to certain rights including inter-
alia information rights, anti-dilution rights, pre-emptive rights and buy back rights in the event that the Company
has not been able to provide a viable exit to the investors within 12 months from the period mentioned in the
Shareholders Agreement. In accordance with the terms of the Shareholders’ Agreement, the Investors have the
right to nominate two Directors and Promoters and Promoter Entities, collectively have the right to nominate three
Directors. In addition to nominate directors, our Company permits one representative of the Investors and one
representative of Promoters collectively to attend all the meetings of the Board and committees.

Further, the Investors, Promoters and Promoter Entities are subject to certain transfer restrictions. If any of the
Promoters or Promoter Entities transfer any of the equity securities held by them in the Company, either directly
or indirectly, to any third party, then the Investors will have a right of first refusal for such transfer. Further, if the
Promoters and Promoter Entities transfer any of the equity securities held by them in the Company, either directly
or indirectly, to any third party, to the extent the Investors do not exercise their rights of first refusal, Ashish Gupta
and the Investors are entitled to tag along rights on the same terms as that offered to the Investors. Provided
however that, if the transfer of the shares getting transferred results in a change of control of our Company, then
292
the Investors shall have a tag along right to the extent of all the equity securities held by it and all such equity
securities shall be deemed to be the tag along shares in case of transfer of equity shares by the Promoters and
Promoter Entities of our Company. The Investors will have the right but not the obligation to offer, in an offer for
sale, all or any of its equity securities in priority to the other shareholders.

The Promoters and Promoter Entities shall not offer any equity securities in an offer as may be required by
applicable law (a) as a condition for obtaining listing on any stock exchange; or (b) to ensure that minimum public
holding requirements are satisfied. If our Company has not been able to provide a viable exit to the Investors at
any time after expiry of 12 months from the exit period, the Investors acting in response to a written offer by a
third party to enter into a drag sale, shall have the right exercisable by written notice to the Company to require
the Promoters and Promoter Entities and other shareholders upon the same terms and price as specified in the
offer (a) to agree to sell such number of equity securities held by them in the Company as mandated by the
Investors to the third party; (b) to vote or to agree to vote, as shareholders of the Company and as holders of equity
securities of the respective classes and series, in favour of the drag sale; (c) to execute and deliver any and all
agreements, certificates, deeds, instruments and other documents reasonably required in connection therewith and
to take all other steps requested by the Investors to cause such drag sale to be consummated, including, as
appropriate, exercising their best efforts to cause all Directors under their control or influence to vote, as Directors,
to approve the drag sale. The Shareholders’ Agreement will terminate upon any shareholder and its affiliates
ceasing to hold equity securities automatically and without requiring any notice, or upon all the parties agreeing
to terminate this Shareholders’ Agreement manually. This Shareholders’ Agreement has been included in
“Material Contracts and Documents for Inspection – Material Documents in relation to the Offer” on page 592.

The WAA (i) sets out certain amendments to the terms of the Shareholders’ Agreement, (ii) waives certain rights
and provides consents to certain matters under the Shareholders’ Agreement, and (iii) terminates the Shareholders’
Agreement, in the manner set out in the WAA. Additionally, in terms of the WAA, the special rights of the
Shareholders’ Agreement including the anti-dilution rights, tag-along rights, right of transfer of shares, right of
first refusal, right to shall be waived in its entirety upon (a) commencement of listing of the Equity Shares on any
recognized stock exchange in India pursuant to the Offer or (b) the initial public offer long stop date, whichever
is earlier. Further, pursuant to the WAA, buy-back rights are deleted in its entirety, and accordingly, any other
clauses, definitions, provisions or references in the Shareholders’ Agreement providing or purporting to provide
any buy-back option or right shall be considered deleted. Additionally, the Shareholders’ Agreement read with
the WAA shall be terminated upon completion of the Offer, i.e. commencement of listing of the Equity Shares on
the Stock Exchanges.

Furthermore, in terms of the WAA, the parties of the Shareholders’ Agreement agreed to waive their respective
rights including information rights, right of inspection, right to appoint an observer on the board of directors and
committees of the board of directors and business plan with effect from the date of filing the Red Herring
Prospectus in entirety upon (a) commencement of listing of the Equity Shares on any recognized stock exchange
in India pursuant to the Offer or (b) the initial public offer long stop date, whichever is earlier.

Further, the WAA shall stand automatically terminated without any further action or deed required on the part of
any party, upon the earlier of (a) the date on which the Board decides not to undertake the Offer or to withdraw
any issue documents; or (b) the proposed initial public offer is unsuccessful due to any reason; (c) twelve (12)
months from receipt of final SEBI observations on the Draft Red Herring Prospectus; or such other date as may
be mutually agreed between the parties of the Shareholders Agreement; or (d) if the Draft Red Herring Prospectus
is not filed with SEBI on or before June 30, 2025, then on July 1, 2025.

In case of termination of the WAA, in accordance with (a) or (b) or (c) or (d) above, the parties of the Shareholders
Agreement agree that the provisions of the Shareholders Agreement (as existing prior to the execution of the
WAA shall: (i) immediately and automatically stand reinstated, with full force and effect, without any further
action or deed required on the part of any party to the WAA; and (ii) be deemed to have been in force during the
period between date of execution of the WAA and the date of termination of the WAA, without any break or
interruption whatsoever, except for actions undertaken in compliance with this WAA.

Other material agreements

Except as set out below, our Company has not entered into any agreements or arrangements and clauses or
covenants which are material and which are required to be disclosed, or the non-disclosure of which may have a
bearing on the investment decision of prospective investors in the Offer, including with any strategic partners or
joint venture partners or financial partners, which is subsisting, other than in the ordinary course of business.

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Share subscription agreement dated April 18, 2018 entered into by and among our Company, Aravali
Investment Holdings, Rishi Das, Meghna Agarwal, and Anshuman Das read with waiver cum amendment
agreement dated December 23, 2024

Pursuant to the share subscription agreement entered above, our Company agreed to issue and allot, and Aravali
Investment Holdings agreed to subscribe to Series A CCPS.

In the first tranche, 34,880 Series A CCPS were issued at ₹17,196.90 per Series A CCPS and 10 Equity Shares
issued at ₹17,196.90 per Equity Share to Aravali Investment Holdings for an aggregate consideration of ₹599.99
million. In the second tranche, 17,445 Series A CCPS were issued to Aravali Investment Holdings at ₹17,196.90
per Series A CCPS for a consideration of ₹299.99 million. For further details, see “Capital Structure” on page 97.
This share subscription agreement dated April 18, 2018 has been included in “Material Contracts and Documents
for Inspection – Material Documents in relation to the Offer” on page 592.

Share subscription agreement dated March 31, 2022 entered into by and among our Company, WestBridge
AIF I, Konark Trust, MMPL Trust, Rishi Das, Meghna Agarwal, and Anshuman Das, Careernet Technologies
Private Limited, Hirepro Consulting Private Limited, and Ashish Gupta (“March 31 SSA”) as amended by the
amendment agreement dated June 2, 2022 (“June 2 SSA”) read with waiver cum amendment agreement dated
December 23, 2024

Pursuant to March 31 SSA, our Company agreed to issue and allot, and (i) WestBridge AIF I, Konark Trust, and
MMPL Trust, agreed to subscribe to 152,390 Series B CCPS, (ii) Careernet Technologies Private Limited and
Hirepro Consulting Private Limited agreed to subscribe to 188,964 Equity Shares for an aggregate consideration
of ₹ 1,239.99 million and (iii) Ashish Gupta agreed to subscribe to 1,523 Series B CCPS for an aggregate
consideration of ₹9.99 million, as amended by June 2 SSA.

WestBridge AIF I, Konark Trust, and MMPL Trust subscribed to the Series B CCPS in two tranches. In the first
tranche, 120,051 Series B CCPS were issued at ₹6,562.09 per Series B CCPS to WestBridge AIF I for a
consideration of ₹787.78 million, 139 Series B CCPS were issued at ₹6,562.09 per Series B CCPS to MMPL
Trust for a consideration of ₹0.91 million, and 1,721 Series B CCPS were issued at ₹6,562.09 per Series B CCPS
to Konark Trust for a consideration of ₹11.29 million. In the second tranche, 30,013 Series B CCPS were issued
at ₹6,562.09 per Series B CCPS to WestBridge AIF I for a consideration of ₹196.94 million, 35 Series B CCPS
were issued at ₹6,562.09 per Series B CCPS to MMPL Trust for a consideration of ₹0.22 million, and 431 Series
B CCPS were issued at ₹6,562.09 per Series B CCPS to Konark Trust for a consideration of ₹2.82 million.
Careernet Technologies Private Limited and Hirepro Consulting Private Limited subscribed to Equity Shares in
two tranches. In the first tranche, 106,673 Equity Shares were issued to Careernet Technologies Private Limited
for a consideration of ₹699.99 million and 44,498 Equity Shares were issued to Hirepro Consulting Private
Limited for a consideration of ₹291.99 million. In the second tranche, 26,669 Equity Shares were issued to
Careernet Technologies Private Limited for a consideration of ₹175.00 million and 11,124 Equity Shares were
issued to Hirepro Consulting Private Limited for a consideration of ₹72.99 million. For further details, see
“Capital Structure” on page 97. The March 31 SSA and June 2 SSA have been included in “Material Contracts
and Documents for Inspection – Material Documents in relation to the Offer” on page 592.

Agreements with Key Managerial Personnel, Senior Management Personnel, Directors, Promoters or any
other employee

There are no agreements entered into by our Key Managerial Personnel, Senior Management Personnel or
Directors or Promoters or any other employee of our Company, either by themselves or on behalf of any other
person, with any shareholder or any other third party with regard to compensation or profit sharing in connection
with dealings in the securities of our Company.

Agreements under financial arrangements

Except as disclosed under the “Financial Indebtedness” on page 433, there are no material covenants in the
agreements under financial arrangements.

Other agreements

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Our Company has not entered into any other subsisting material agreement, including with strategic partners or
financial partners, other than in the ordinary course of business. Further, we confirm that except as disclosed in
this Red Herring Prospectus, there are no other agreements, inter-se agreements or arrangements, any other
agreements of like nature entered into by and amongst our Company, any of the Promoters, members of the
Promoter Group or Selling Shareholders. Additionally, other than the terms of the agreements as disclosed in this
Red Herring Prospectus, there are no clauses/ covenants which are (i) material; and (ii) which are adverse / pre-
judicial to the interest of the public shareholders.

Confirmation under Clause 5A of Paragraph A of Part A of Schedule III of the SEBI Listing Regulations

Except as disclosed in this Red Herring Prospectus, there are no agreements entered into by the Shareholders,
Promoters, Promoter Group entities, related parties, Directors, KMPs, employees of our Company, 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 our Company, whether or not our Company is a party to such agreements.

Material clauses of the AoA

Except as disclosed under the “Description of Equity Shares and Terms of Articles of Association” on page 509,
there are no material clauses of the AoA that have been left out from disclosure in this Red Herring Prospectus,
having bearing on the Offer.

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Guarantees given by Promoter Selling Shareholders

Following are the details of guarantees given by the Promoter Selling Shareholders to third parties:

Promoter Guarantee value

Financial
Guarantee Selling (outstanding Obligation
Sl. Reason for the Period of implication Consideration,
given in Shareholders value of the loan on our Security available
No Guarantee guarantee in case of if any
favour of who have given as on date) (in ₹ Company
default
Guarantee Million)
1. A first ranking and exclusive charge by
way of a mortgage over (i) capex facility
mortgaged properties, (ii) the solar
facility mortgaged properties, (iii) the
project accounts and, (iv) the debt service
reserve account (“DSRA”), to be created
by our Company in favour of the security
trustee (acting for the benefit of the
lender) in terms of the indenture of
mortgage
Till all the Personally
For credit 2. A first ranking and pari passu charge by
Rishi Das and loan liable to the
State Bank facilities way of a mortgage over (i) the Karnataka
1. Meghna Agarwal 1,292.09 Nil obligations extent of Nil
of India sanctioned to our properties to be created by the relevant
have been guarantee
Company obligors, and (ii) the project receivables
repaid in full amount
to be created by our Company, in favour
of the security trustee (acting for the
benefit of the lender) in terms of the
indenture of mortgage.
3. A first ranking and pari passu charge by
way of a mortgage over the Tamil Nadu
properties to be created by the relevant
obligor in favour of the security trustee
(acting for the benefit of the lender) in
terms of the memorandum of entry;
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 Promoter Guarantee value
Financial
Guarantee Selling (outstanding Obligation
Sl. Reason for the Period of implication Consideration,
given in Shareholders value of the loan on our Security available
No Guarantee guarantee in case of if any
favour of who have given as on date) (in ₹ Company
default
Guarantee Million)
4. Corporate guarantee.
5. Personal guarantee.
6. Any additional security granted by our
Company or any other person over its
assets in accordance with the terms of
any other security document entered into
by such persons.
1. Exclusive charge on the entire current
assets and movable fixed assets of the
company both present and future and on
the escrow of the current and future rent
receivables.
2. First and Exclusive charge on the below
mentioned immovable properties valued
at 645.9 million:
(i) Flat no. 505, H Block, 5th Floor
Daffodils, Adarsh Palm, Bellandur,
Rishi Das and
Bengaluru.
2. Axis Bank Meghna Agarwal 342.37 Nil Nil
(ii) Flat no. 504, H Block, 5th Floor
Daffodils, Adarsh Palm, Bellandur,
Bengaluru.
Till all the Personally (iii) Villa no. 267, Adarsh Palm Retreat, Sy
For credit loan liable to the no. 17/1 and 17/2, Varthur, Bengaluru.
facilities obligations extent of (iv) Site no. 15 and 16, property no. 8, SBI
sanctioned to our have been guarantee Officers Colony, 7th Main Road, 3rd
Company repaid in full amount Block, Koramangala, Bengaluru.
(v) Villa no. 268, lane 2, Adarsh Palm
Retreat Phase II, Off Outer Ring Road,
Bengaluru.
297
 Promoter Guarantee value
Financial
Guarantee Selling (outstanding Obligation
Sl. Reason for the Period of implication Consideration,
given in Shareholders value of the loan on our Security available
No Guarantee guarantee in case of if any
favour of who have given as on date) (in ₹ Company
default
Guarantee Million)
(vi) Industrial property Sy no. 122/7,
Kodiyalam village Bagalur, Sarjapura,
Bengaluru.
(vii) Site no. 11, sector 5, BDA, HSR
Layout, Bengaluru.
(viii) Flat no. G-1604, 16th floor,
Greenwhich Block, Brigade metropolis,
Whitefield road, Doddanekundi
Industrial Area, Mahadevpura, KR
Puram, Hobli, Bengaluru.
3. Personal guarantee of Rishi Das.
Meghana Agarwal, Anshuman Das and
Ashu Agarwal
4. Corporate guarantee of M/s. Careernet
Technologies Private Limited.
5. Two months interest and principal
instalment in the form of FD/liquid
security lien marked in favour of Axis
Bank, i.e., ₹5.60 million shall be
collected before disbursement of term
loan-1 towards reimbursement of capex
and ₹12.60 million shall be collected
before disbursement of term loan-2 and
₹18.10 million shall be collected before
disbursement of term loan 2.

298
 Promoter Guarantee value
Financial
Guarantee Selling (outstanding Obligation
Sl. Reason for the Period of implication Consideration,
given in Shareholders value of the loan on our Security available
No Guarantee guarantee in case of if any
favour of who have given as on date) (in ₹ Company
default
Guarantee Million)
1. First and Exclusive charge on the entire
current assets and movable fixed assets
of the company both present and future.
2. Escrow of the entire current and future
rent receivables.
3. Extension of charge on the existing
Till all the Personally collateral securities for term loan 1 and
For credit loan liable to the term loan 2.
facilities obligations extent of 4. Fixed deposits from corporate
sanctioned to our have been guarantee guarantor Careernet Technologies
Rishi Das and
Company repaid in full amount Private Limited with 0.3x cover for
Meghna Agarwal 406.25 Nil Nil
term loan 3 of ₹750.00 million.
5. Irrevocable and unconditional
corporate guarantee of group entity
Hirepro Consulting Private Limited and
Careernet Technologies Private
Limited.
6. Irrevocable and unconditional
corporate guarantee of Rishi Das,
Anshuman Das, Meghana Agarwal and
Ashu Agarwal.
7. DSRA: 2 months’ interest & principal
1. Exclusive charge on the entire current
assets and movable fixed assets
Rishi Das and (excluding those funded out exclusively
Meghna Agarwal 579.60 Nil by other lenders) of the company both
present and future.
2. First pari passu charge on the escrow of
Till all the Personally the current and future rent receivables.
299
 Promoter Guarantee value
Financial
Guarantee Selling (outstanding Obligation
Sl. Reason for the Period of implication Consideration,
given in Shareholders value of the loan on our Security available
No Guarantee guarantee in case of if any
favour of who have given as on date) (in ₹ Company
default
Guarantee Million)
For credit loan liable to the 3. First pari passu charge on the below
facilities obligations extent of mentioned immovable properties:
sanctioned to our have been guarantee (i) Flat no. 505, H Block, 5th Floor
Company repaid in full amount Daffodils, Adarsh Palm, Bellandur,
Bengaluru.
(ii) Flat no. 504, H Block, 5th Floor
Daffodils, Adarsh Palm, Bellandur,
Bengaluru.
(iii) Villa no. 267, Adarsh Palm Retreat, Sy
no. 17/1 and 17/2, Varthur, Bengaluru.
(iv) Site no. 15 and 16, property no. 8, SBI
Officers Colony, 7th Main Road, 3rd
Block, Koramangala, Bengaluru.
(v) Villa no. 268, lane 2, Adarsh Palm
Retreat Phase II, Off Outer Ring Road,
Bengaluru.
(vi) Industrial property Sy no. 122/7,
Kodiyalam village Bagalur, Sarjapura,
Bengaluru.
(vii) Site no. 11, sector 5, BDA, HSR
Layout, Bengaluru.
(viii) Flat no. G-1604, 16th floor,
Greenwhich Block, Brigade metropolis,
Whitefield road, Doddanekundi
Industrial Area, Mahadevpura, KR
Puram, Hobli, Bengaluru.
4. Personal guarantee of Rishi Das,
Ashuman Das, Meghana Agarwal and
Ashu Agarwal
300
 Promoter Guarantee value
Financial
Guarantee Selling (outstanding Obligation
Sl. Reason for the Period of implication Consideration,
given in Shareholders value of the loan on our Security available
No Guarantee guarantee in case of if any
favour of who have given as on date) (in ₹ Company
default
Guarantee Million)
5. Corporate guarantee of M/s. Careernet
Technologies Private Limited and
Hirepro Consulting Private Limited
6. Exclusive charge on the fixed deposit
from the corporate guarantor Careernet
Technologies Private Limited of ₹225.00
million
7. Exclusive charge on fixed deposit or
mutual fund to the extent of ₹12.50
million from the corporate guarantor
Careernet Technologies Private Limited
8. Existing DSRA of ₹79.80 million to be
extended for the proposed term loans.
1. First and Exclusive charge on the entire
current assets and movable fixed assets
of the company both present and future.
2. First pari passu charge on the below
mentioned immovable properties:
For the credit (i) Flat no. 505, H Block, 5th Floor
facilities Daffodils, Adarsh Palm, Bellandur,
Rishi Das and
sanctioned to Bengaluru.
3. Axis Bank Meghna Agarwal 212.36 Nil Nil
Careernet (ii) Flat no. 504, H Block, 5th Floor
Technologies Daffodils, Adarsh Palm, Bellandur,
Private Limited Bengaluru.
(iii) Villa no. 267, Adarsh Palm Retreat, Sy
no. 17/1 and 17/2, Varthur, Bengaluru.
(iv) Site no. 15 and 16, property no. 8, SBI
Officers Colony, 7th Main Road, 3rd
Block, Koramangala, Bengaluru.
301
 Promoter Guarantee value
Financial
Guarantee Selling (outstanding Obligation
Sl. Reason for the Period of implication Consideration,
given in Shareholders value of the loan on our Security available
No Guarantee guarantee in case of if any
favour of who have given as on date) (in ₹ Company
default
Guarantee Million)
Till all the Personally (v) Villa no. 268, lane 2, Adarsh Palm
loan liable to the Retreat Phase II, Off Outer Ring Road,
obligations extent of Bengaluru.
have been guarantee (vi) Industrial property Sy no. 122/7,
repaid in full amount Kodiyalam village Bagalur, Sarjapura,
Bengaluru.
(vii) Site no. 11, sector 5, BDA, HSR
Layout, Bengaluru.
(viii) Flat no. G-1604, 16th floor,
Greenwhich Block, Brigade metropolis,
Whitefield road, Doddanekundi
Industrial Area, Mahadevpura, KR
Puram, Hobli, Bengaluru.
3. Exclusive charge on fixed deposit of
₹225.00 million.
4. Exclusive charge on fixed
deposit/mutual fund of ₹125.00
million.
5. Personal guarantee of Rishi Das,
Anshuman Das, Meghana Agarwal and
Ashu Agarwal.
1. Exclusive charge on the entire current
For the credit assets and movable fixed assets of the
facilities company both present and future.
Rishi Das and
sanctioned to 2. First pari passu charge on the below
4. Axis Bank Meghna Agarwal 44.97 Nil Nil
Hirepro mentioned immovable properties:
Consulting (i) Flat no. 505, H Block, 5th Floor
Private Limited Daffodils, Adarsh Palm, Bellandur,
Bengaluru.
302
 Promoter Guarantee value
Financial
Guarantee Selling (outstanding Obligation
Sl. Reason for the Period of implication Consideration,
given in Shareholders value of the loan on our Security available
No Guarantee guarantee in case of if any
favour of who have given as on date) (in ₹ Company
default
Guarantee Million)
(ii) Flat no. 504, H Block, 5th Floor
Daffodils, Adarsh Palm, Bellandur,
Bengaluru.
(iii) Villa no. 267, Adarsh Palm Retreat, Sy
no. 17/1 and 17/2, Varthur, Bengaluru.
(iv) Site no. 15 and 16, property no. 8, SBI
Till all the Personally Officers Colony, 7th Main Road, 3rd
loan liable to the Block, Koramangala, Bengaluru.
obligations extent of (v) Villa no. 268, lane 2, Adarsh Palm
have been guarantee Retreat Phase II, Off Outer Ring Road,
repaid in full amount Bengaluru.
(vi) Industrial property Sy no. 122/7,
Kodiyalam village Bagalur, Sarjapura,
Bengaluru.
(vii) Site no. 11, sector 5, BDA, HSR
Layout, Bengaluru.
(viii) Flat no. G-1604, 16th floor,
Greenwhich Block, Brigade metropolis,
Whitefield road, Doddanekundi
Industrial Area, Mahadevpura, KR
Puram, Hobli, Bengaluru.
3. Exclusive charge on fixed deposit of
₹225.00 million.
4. Exclusive charge on fixed
deposit/mutual fund of ₹125.00
million.
5. Corporate guarantee of Careernet
Technologies Private Limited
6. Personal guarantee of Rishi Das,
303
 Promoter Guarantee value
Financial
Guarantee Selling (outstanding Obligation
Sl. Reason for the Period of implication Consideration,
given in Shareholders value of the loan on our Security available
No Guarantee guarantee in case of if any
favour of who have given as on date) (in ₹ Company
default
Guarantee Million)
Anshuman Das, Meghana Agarwal and
Ashu Agarwal.

(1) The guarantee value indicates the aggregate amount outstanding as on May 31, 2025.

304
 OUR MANAGEMENT

In terms of the Articles of Association, our Company is required to have not less than three Directors and not
more than 15 Directors. As on the date of this Red Herring Prospectus, we have eight Directors, comprising of
two Executive Directors and six Non-executive Directors, out of which four are Independent Directors, including
one woman Independent Director. The composition of the Board of Directors and its committees are in compliance
with the corporate governance requirements under the Companies Act, 2013 and the SEBI Listing Regulations.

The following table sets forth details regarding our Board of Directors:

Name, designation, date of birth, address,

Sr. Age
occupation, term, period of directorship Other directorships
No. (Years)
and DIN
1. Rishi Das 49 Indian companies:

Designation: Chairman, Executive Director 1. Careernet Technologies Private Limited;

and Chief Executive Officer 2. Hirepro Consulting Private Limited;
3. Innoprop Spaces Private Limited; and
Date of birth: October 6, 1975 4. Hirepro Technologies Private Limited.

Address: Villa # 267, Adarsh Palm Retreat, Foreign companies:

Devarabisanahalli, Bellandur, Bengaluru –
560 103, Karnataka, India. Nil

Occupation: Business

Current term: For a period of five years

effective from December 18, 2024 and not
liable to retire by rotation

Period of directorship: Director since

incorporation of our Company i.e., January
14, 2015.

DIN: 00420103
2. Meghna Agarwal 46 Indian companies:

Designation: Chief Operating Officer and 1. Innoprop Spaces Private Limited.

Executive Director
Foreign companies:
Date of birth: August 26, 1978
Nil
Address: Villa # 267, Adarsh Palm Retreat,
Devarabisanahalli, Bellandur, Bengaluru –
560 103, Karnataka, India

Occupation: Business

Current term: For a period of five years

effective from December 18, 2024 and liable
to retire by rotation

Period of directorship: Director since July 1,

2019

DIN: 06944181
3. Anshuman Das 47 Indian companies:

Designation: Non-Executive Director 1. Careernet Technologies Private Limited;

2. Hirepro Consulting Private Limited;
Date of birth: October 27, 1977 3. Innoprop Spaces Private Limited;
305
 Name, designation, date of birth, address,
Sr. Age
occupation, term, period of directorship Other directorships
No. (Years)
and DIN
4. Hirepro Technologies Private Limited; and
Address: Villa # 268, Adarsh Palm Retreat,
Bellandur, Bengaluru – 560 103, Karnataka, Foreign companies:
India.
1. Careernet Consulting Inc.
Occupation: Business

Current term: For a period of five years

effective from December 18, 2024 and liable
to retire by rotation

Period of directorship: Director since

incorporation of our Company i.e., January
14, 2015.

DIN: 00420772
4. Sandeep Singhal* 55 Indian companies:

Designation: Non-Executive Nominee 1. Wealth India Financial Services Private

Director Limited;
2. KPN Farm Fresh Private Limited;
Date of birth: December 31, 1969 3. Ebo Mart Private Limited;
4. Leadership Boulevard Private Limited;
Address: Villa # 106 Adarsh Palm Retreat, 5. IIM Ahmedabad Endowment Management
Devarabeessanahalli, outer ring road, Foundation;
Bellandur, Bengaluru -560 103, Karnataka, 6. Enrich Hair and Skin Solutions Private
India Limited;
7. Ebono Private Limited;
Occupation: Professional 8. Mountain Managers Private Limited;
9. Gochara Private Limited;
Current term: For a period of five years 10. Nibodhitha Private Limited;
effective from December 18, 2024 and liable 11. Vini Cosmetics Private Limited; and
to retire by rotation. 12. WestBridge Capital India Advisors Private
Limited;^ and
Period of directorship: Nominee director 13. Physicswallah Limited;
since July 23, 2024
Foreign companies:
DIN: 00040491
2. WestBridge Capital Management, LLC;

5. Avalur Gopalaratnam Muralikrishnan 65 Indian companies:

Designation: Independent Director Nil

Date of birth: May 4, 1960 Foreign companies:

Address: # 101-102, Rainbow Residency, Nil

Sarjapur road, wipro corporate office
Junnasandra, Junnnasandra Carmelaram,
Bengaluru – 560 035, Karnataka, India

Occupation: Professional

Current term: For a period of five years

effective from December 18, 2024 and not
liable to retire by rotation

Period of directorship: Since December 18,

2024

306
 Name, designation, date of birth, address,
Sr. Age
occupation, term, period of directorship Other directorships
No. (Years)
and DIN
DIN: 00013305
6. Rahul Matthan 54 Indian companies:

Designation: Independent Director 1. TD Power Systems Limited; and

2. Abbey Business Services (India) Private
Date of birth: January 24, 1971 Limited#.

Address: # 22/1, Langford Gardens, Museum Foreign companies:

Road, Bengaluru North, Bengaluru – 560
025, Karnataka, India Nil

Occupation: Advocate

Current term: For a period of five years

effective from December 18, 2024 and not
liable to retire by rotation

Period of directorship: Since December 18,

2024

DIN: 01573723
7. Naveen Tewari 47 Indian companies:

1. Narayana Hrudayalaya Limited;

Designation: Independent Director 2. Inmobi Consumer Platform Private
Limited; and
Date of birth: December 14, 1977 3. NT Holdings Private Limited.

Address: #113, Adarsh Palm Retreat, Foreign companies:

Sarjapur, outer ring road, next to intel
corporation, Bellandur, Bengaluru – 560 103, 1. Glance Inmobi Pte. Limited;
Karnataka, India. 2. Inmobi Pte. Limited;
3. Inmobi Holdings Pte. Limited;
Occupation: Service 4. Inmobi Inc.;
5. Meson Mediation LLC;
Current term: For a period of five years 6. Pinsight Media+ Inc.;
effective from December 18, 2024 and not 7. Onelouder Apps Inc.;
liable to retire by rotation. 8. Glance Inmobi Inc.;
9. Inmobi Korea Inc.;
Period of directorship: Since December 18, 10. Inmobi MENA FZ-LLC;
2024 11. Inmobi Japan KK;
12. Glance Japan KK;
DIN: 00677638 13. Inmobi Information Technology
(Shanghai) Co. Limited;
14. Inmobi Hong Kong Limited;
15. PT Inmobi Indonesia Technologies;
16. Metaconnect Limited;
17. Overlay Media Limited;
18. Metaflow Solutions Limited;
19. Appsumer Limited;
20. Appsumer Inc.;
21. Niav Pte. Limited;
22. Pt glance inmobi Indonesia;
23. Suzhou Inmobi Information Technology
Co. Ltd.; and
24. Navtew Pte. Ltd.
8. Sachi Krishana 46 Indian companies:

Designation: Independent Director Nil

307
 Name, designation, date of birth, address,
Sr. Age
occupation, term, period of directorship Other directorships
No. (Years)
and DIN
Date of birth: July 24, 1978 Foreign companies:

Address: #174, Lane 8, outer ring road, Nil

Adarsh Palm Retreat Villas,
Devarabeesinahalli, Bellandur, Bengaluru –
560 103, Karnataka, India.

Occupation: Professional

Current term: For a period of five years

effective from December 18, 2024 and not
liable to retire by rotation.

Period of directorship: Since December 18,

2024

DIN: 10828969
*Nominee of WestBridge
^ Under liquidation
#
Under voluntary liquidation

Brief biographies of Directors

Rishi Das is one of the Promoters of our Company and is currently the Chairman, Executive Director and Chief
Executive Officer of our Company. He holds a bachelors’ degree in electrical engineering from University of
Roorkee. He has been associated with our Company since its incorporation and has 9 years of experience in the co-
working space industry. Prior to joining the Company, he co-founded and was associated with Careernet
Technologies Private Limited as chief operating officer, and with Hirepro Consulting Private Limited as chief
executive officer. He also co-founded Innoprop Spaces Private Limited, and Hirepro Technologies Private
Limited. Currently, he is on the board of directors of Careernet Technologies Private Limited, Hirepro Consulting
Private Limited, Hirepro Technologies Private Limited, and Innoprop Spaces Private Limited. He along with
Meghna Agarwal has been conferred with various recognitions including (i) emerging thought icons by Economic
Times Power Icons 2020; and (ii) amongst the ‘Power Couples’ by the Entrepreneur Media in their March 2022
edition. He was also featured as one of the top inspirational business leaders in India by Outlook Publishing (India)
Private Limited, and in the list of 10 successful business leaders from India to look out for in 2022 by India Today.

Meghna Agarwal is one of the Promoters of our Company and is currently the Chief Operating Officer and
Executive Director of our Company. She holds a post graduate diploma in executive management from Institute
of Management Technology, Ghaziabad. She has passed the final examination conducted by the Institute of
Company Secretaries of India in June 2001. She has been associated with our Company since June 1, 2018 and
has 6 years of experience in the co-working space industry. Prior to joining the Company, she was associated
with Careernet Technologies Private Limited as vice president. She has also co-founded Ultrafine Minerals.
Currently, she is on the board of directors of Innoprop Spaces Private Limited. She has been conferred with
various awards including Best Woman Performer in Business Innovations Award 2024, Business Woman
Excellence Award 2021, and Young Achievers Award 2019 for execellence in real estate. She along with Rishi
Das was also recognized, (i) as emerging thought icons by Economic Times Power Icons 2020 and (ii) amongst
the ‘Power Couples’ by the Entrepreneur Media in their March 2022 edition. She was recognized in the list of
women entrepreneurs of India and businesses on the rise in 2021 by the Startup Reporter. She was also featured
as one of the most influential women entrepreneurs in India in the Indian Startup News. She was selected amongst
the 100 Wonder Women in India for 2022 by the Indian Television. She was featured in the list of top 10
innovative business leaders by India Today and was also listed amongst Shepreneurs, Women to Watch by the
Entrepreneur Media. Further, she was also recognised as the Icon of Excellence at Forbes India WPower 2025.
She was also featured amongst the Fortune India 100 Most Powerful Women. She was featured on the list of
‘Inspiring Figures’ published by Hindustan Times. She is also recognised in the list of ‘5 Startup Queens’ by India
TV.

308
Anshuman Das is one of the Promoters of our Company and is currently the Non-Executive Director of our
Company. He holds a bachelors’ degree of technology in textile technology from Indian Institute of Technology,
Delhi. He has been associated with our Company since its incorporation and has 9 years of experience in the co-
working space industry. Prior to joining the Company, he co-founded and has been associated with Careernet
Technologies Private Limited as its chief executive officer and with Hirepro Consulting Private Limited as its
chief operating officer. He also co-founded Hirepro Consulting Private Limited, Innoprop Spaces Private Limited,
and Hirepro Technologies Private Limited. Currently, he is on the board of directors of Careernet Technologies
Private Limited, Hirepro Consulting Private Limited, Hirepro Technologies Private Limited, and Innoprop Spaces
Private Limited.

Sandeep Singhal is a Non-Executive Nominee Director of our Company. He holds a bachelors’ degree of
technology in chemical engineering from the Indian Institute of Technology, Delhi, and a masters degree of
science in chemical engineering from University of Illinois. He has also completed a post-graduate diploma in
management from the Indian Institute of Management, Ahmedabad. He has been associated with our Company
as a Director since July 23, 2024. He is an investment professional with over 20 years of investment advisory
experience. He is the co-founder of WestBridge Capital and currently serves as a designated partner of WestBridge
Advisors LLP, director on the board of directors of Mountain Managers Private Limited, and the investment
manager of WestBridge AIF I.

Avalur Gopalaratnam Muralikrishnan is an Independent Director of our Company. He holds a bachelors’

degree in science from University of Madras. He is a certified chartered accountant and a certified fellow of the
Institute of Chartered Accountants of India. He has been associated with our Company since December 18, 2024
and has 35 years of experience in the finance industry. Prior to joining the Company, he was associated with Vistra
Corporate Services (India) Private Limited as its chief executive officer and with Aztec Software and Technology
Services Limited as its chief financial officer. He has been recognised as one of the most influential chief financial
officers of India by Chartered Institute of Management Accountants, London in 2016.

Rahul Matthan is an Independent Director of our Company. He holds a bachelors’ degree in arts and law
from National Law School of India University, Bengaluru. He has been associated with our Company since
December 18, 2024 and has 30 years of experience in the legal industry. He is associated with Trilegal as a partner.
He has been conferred with recognitions including ‘Hall of Fame’ for technology, media and telecommunications
by the Legal 500, and ‘Leading Individual’ for Data Protection by the Legal 500. He is also recognised in the ‘A
list’ as India’s top 100 lawyers by India Business Law Journal and as one of the top 15 technology, media and
telecommunications lawyers in Asia in 2021. Additionally, he is ranked as band-1 in technology, media and
telecommunications in the Asia-Pacific Guide 2024 for India by Chambers and Partners.

Naveen Tewari is an Independent Director of our Company. He holds a bachelors’ degree of technology
in mechanical engineering from Indian Institute of Technology, Kanpur, and a masters’ degree in general
management from Harvard Business School. He has been associated with our Company since December 18, 2024.
Prior to joining our Company, he has held diverse management positions. He is the chief executive officer and
founder of the InMobi Group. He was associated with Charles River Ventures as a consultant and with McKinsey
& Company as a business analyst.

Sachi Krishana is the Independent Director of our Company. She holds a masters’ degree of arts in personnel
management and industrial relations from TATA Institute of Social Sciences. She has been associated with our
Company since December 18, 2024 and has 20 years of experience in the field of human resources. Prior to joining
the Company, she was associated with Amazon Web Services India Private Limited as human resources director,
with Wipro Limited as a general manager and with PricewaterhouseCoopers Private Limited as a consultant with
the business transformation services.

Arrangement or understanding with major Shareholders, customers, suppliers or others

Except for Sandeep Singhal, who has been nominated jointly by Aravali Investment Holdings, WestBridge AIF
I, MMPL Trust and Konark Trust in terms of rights of Aravali Investment Holdings, WestBridge AIF I, MMPL
Trust and Konark Trust under the Shareholders’ Agreement, none of our Directors have been appointed pursuant
to any arrangement or understanding with our major Shareholders, customers, suppliers or others. For details of

309
the Shareholders’ Agreement, see “History and Certain Corporate Matters – Shareholders’ Agreements” on page
292.

The following table sets out details of Aravali Investment Holdings, WestBridge AIF I, MMPL Trust and Konark
Trust as on the date of this Red Herring Prospectus:

Aravali Investment Holdings WestBridge AIF I

Registered Office: Registered Office: Level 4, Tower A, 1 Registered Office: 301, 3rd Floor, campus 6A, RMZ
Exchange Square, Wall Street, Ebene 72201, Mauritius ecoworld, Sarjapur-Marathahalli, outer ring road,
Bengaluru - 560 010, Karnataka, India
Ownership: 100% subsidiary of Westbridge Crossover Fund
LLC Ownership: WestBridge AIF I (“WB AIF”) is registered
as a contributory investment trust, formed under the
Directors: Muralidhar Madhav Shenoy, Dean allen Lam Kin Indian Trusts Act, 1882 and therefore has no directors or
Teng and Peter Charles Wendell shareholders. WB AIF is registered under the SEBI AIF
Regulations as a Category II AIF with registration
number IN/AIF2/18-19/0553. Mountain Managers
Private Limited (“MMPL”), a private limited company
incorporated under the laws of India, acts as the sponsor
and investment manager of WB AIF and the trustee of
WB AIF is Catalyst Trusteeship Limited. WB AIF has 4
unit holders and broad breakdown of the ownership
pattern of the beneficiaries of WB AIF is provided
below:

Category of unitholders % of units held in

the Fund

Corporations incorporated 99.84%

outside India
Private limited company and 0.16%
Indian Individuals

Directors: NA

MMPL Trust Konark Trust

Registered Office: 301, 3rd Floor, Campus 6A, RMZ Ecoworld, Registered Office: Ecoworld, Sarjapur-Marathahalli
Sarjapur Marathahalli Outer Ring Road, Bengaluru - 560 010, Outer Ring Road, Bengaluru – 560 103, Karnataka, India
Karnataka, India
Ownership: This is organised as a private trust and has
Ownership: MMPL Trust is organised as a private trust and has no directors. The trustee of Konark Trust is Mr. Sandeep
no directors. The trustee of MMPL Trust is Mountain Managers Singhal and its beneficiaries are Mr. Singhal and his
Private Limited. The beneficiaries of MMPL Trust are certain family members
employees of MMPL.
Directors: NA
Directors: NA

Relationship between our Directors and Key Managerial Personnel or Senior Management Personnel

Except as stated in the table below, none of our Directors are related to each other or any other Key Managerial
Personnel or Senior Management Personnel in our Company.

Name of Director, KMP or SMP Name of the related Director, KMP or SMP Relationship

Rishi Das Anshuman Das Brother

Meghna Agarwal Spouse
Meghna Agarwal Rishi Das Spouse
Anshuman Das Brother-in-law

310
 Anshuman Das Rishi Das Brother
Meghna Agarwal Sister-in-law

Confirmations

None of our Directors is or was a director of any listed company which has been, or was delisted from any stock
exchange during the term of their directorship in such company.

None of our Directors is or was a director of any listed company during the last five years preceding the date of
this Red Herring Prospectus, whose shares have been, or were suspended from being traded on any of the stock
exchanges during the term of their directorship in such company.

Except as stated below, none of our Directors’ names appear in the list of directors of struck-off companies by the
registrar of companies /MCA

1. Rishi Das was a designated partner of Wellcheck Diabetasense LLP which was mandatorily struck off
by the registrar of companies in 2018;

2. Avalur Gopalaratnam Muralikrishnan was a director on the board of Truespan Semiconductor

Technologies Private Limited which was voluntarily struck off by the registrar of companies in 2008;

3. Avalur Gopalaratnam Muralikrishnan was a director on the board of Pfenex India Development Private
Limited which was voluntarily struck off by the registrar of companies in 2018;

4. Avalur Gopalaratnam Muralikrishnan was a director on the board of Spikesource Software Private
Limited which was voluntarily struck off by the registrar of companies in 2014;

5. Avalur Gopalaratnam Muralikrishnan was a director on the board of Visible Path Software India Private
Limited which was voluntarily struck off by the registrar of companies in 2010.

No consideration, either in cash or shares or otherwise has been paid, or agreed to be paid to any of our Directors,
or to the firms or companies in which they are interested as a member by any person either to induce such Director
to become, or to help such Director to qualify as a director, or otherwise for services rendered by them or by the
firm or company in which they are interested, in connection with the promotion or formation of our Company.

None of our Directors have been declared as Wilful Defaulters or Fraudulent Borrowers as defined under the SEBI
ICDR Regulations.

Details of the Terms of appointment of Executive Directors

Rishi Das

Rishi Das was appointed as the Director of our Company with effect from January 14, 2015 pursuant to the board
resolution dated January 15, 2015 appointing him as the first Director of the Company and as the Chief Executive
Officer with effect from June 1, 2018 and reappointed as Chairman, Executive Director and Chief Executive
Officer pursuant to a resolution passed by our Board of Directors at their meeting held on December 18, 2024 and
a resolution passed by our Shareholders’ at their EGM held on December 18, 2024. The details of the remuneration
and perquisites payable to him during the term of his office, in terms of the appointment letter dated December
18, 2024 include the following with effect from January 1, 2025:

Particulars Annual amount (in ₹ million)

Remuneration
Annual base salary 22.00
Annual payout 3.00, milestone based on achieving operative revenue
target of 25% increase year-over-year
Perquisites
Cash bonus of ₹20.00 million which is contingent on the successful IPO listing of our Company
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 Contribution to funds Nil
Variable pay Nil
Any membership fee paid by the Company Nil

Meghna Agarwal

Meghna Agarwal was appointed as the Chief Operating Officer on June 1, 2018. She was also appointed as an
additional director of our Company with effect from July 1, 2019 pursuant to a board resolution dated July 5, 2019
and was regularized as a Director pursuant to a shareholders’ resolution dated December 31, 2019. She is
reappointed as the Chief Operating Officer and Executive Director pursuant to a resolution passed by our Board
of Directors at their meeting held on December 18, 2024 and a resolution passed by our Shareholders’ at their
EGM held on December 18, 2024. The details of the remuneration and perquisites payable to him during the term
of his office, in terms of the appointment letter dated December 18, 2024 include the following with effect from
January 1, 2025:

Particulars Annual amount (in ₹ million)

Remuneration
Annual base compensation 22.00
Annual bonus 3.00, milestone based on achieving operative revenue
target of 25% increase year-over-year
Perquisites
Cash bonus of ₹20.00 million which is contingent on the successful IPO listing of our Company
Contribution to funds Nil
Variable pay Nil
Any membership fee paid by the Company Nil

Remuneration to Executive Directors

The details of remuneration paid to the Executive Directors of our Company for the Fiscal 2025 are as follows:
(₹ in million)
Name of Director Fiscal 2025
Rishi Das 22.06
Meghna Agarwal 20.01

Payment or benefit to Non-executive Directors of our Company

Our Non-executive non-Independent Directors are only entitled to reimbursement of expenses for attending
meetings of the Board and the Committees. Pursuant to a resolution passed by our Board of Directors at their
meeting held on December 23, 2024, each of the Non-executive non-Independent Directors of our Company are
entitled to a sitting fee of ₹ 0.10 million for attending each meeting of our Board and a sitting fee of ₹ 0.05 million
for attending each meeting of the committees of our Board. Anshuman Das and Sandeep Singhal have waived off
the sitting fee that they are entitled to for attending each meeting of our Board and each meeting of the committees
of our Board.

Compensation to Non-executive Directors

No compensation including sitting fees and commission were paid to the Non-Executive Directors by our
Company during Fiscal 2025.

Payment or benefit to Independent Directors of our Company

Our Independent Directors are entitled to reimbursement of expenses for attending meetings of the Board and the
Committees. Pursuant to a resolution passed by our Board of Directors at their meeting held on December 23,
2024, each of the Independent Directors of our Company is entitled to a sitting fee of ₹ 0.10 million for attending
each meeting of our Board and a sitting fee of ₹ 0.05 million for attending each meeting of the committees of our
Board. Avalur Gopalaratnam Muralikrishnan has waived off the sitting fee that he is entitled to for attending each
meeting of our Board and each meeting of the committees of our Board.

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Compensation to Independent Directors

The details of the sitting fees paid to our Independent Directors in Fiscal 2025 is set out below:
(in ₹ million)
Name of Director Designation Sitting fees
Naveen Tewari Independent Director 0.30
Rahul Matthan Independent Director 0.35
Sachi Krishana Independent Director 0.40
Avalur Gopalaratnam Muralikrishnan Independent Director Nil

Contingent or deferred compensation paid to Directors by our Company

As on the date of this Red Herring Prospectus, there is no contingent or deferred compensation payable to the
Directors, which does not form part of their remuneration.

Shareholding of Directors in our Company

The Articles of Association do not require our Directors to hold any qualification shares.

The shareholding of our Directors in our Company as of the date of filing this Red Herring Prospectus, is set forth
below:

Sr. Percentage of the pre-Offer capital

Name No. of Equity Shares
No. on a fully diluted basis (%)#
1. Rishi Das 34,646,225 18.84
2. Meghna Agarwal 34,646,154 18.84
3. Anshuman Das 46,242,229 25.15
4. Sandeep Singhal Nil Nil
5. Avalur Gopalaratnam Muralikrishnan Nil Nil
6. Rahul Matthan Nil Nil
7. Naveen Tewari Nil Nil
8. Sachi Krishana Nil Nil
#
The percentage of the Equity Share capital on a fully diluted basis has been calculated on the basis of total Equity Shares held by a
Shareholder and exercise of vested options under the ESOP 2022, as applicable.

Borrowing powers

As on the date of this Red Herring Prospectus, our Company’s borrowings are within the limits prescribed by the
Companies Act, 2013 and our Articles of Association. Pursuant to our Articles of Association and in accordance
with the Companies Act, 2013, and pursuant to a resolution of the Shareholders dated December 18, 2024, our
Board is authorised to borrow any sum or sums of money from time to time from any or more banks, NBFCs,
financial institutions, bodies corporate, mutual funds, or any other entity or person, whether by way of advances,
loans, debentures, bonds or otherwise whether unsecured or secured which together with monies already borrowed
do not exceed the sum of ₹10,000 million subject to the limits approved under Section 180(1)(c) of the Companies
Act, 2013. Further, our Board has conferred the borrowing power of upto ₹2,000 million out of ₹10,000 million
on the management sub-committee which was constituted by the Board on January 18, 2025.

In the event our Company proposes to borrow sums in excess of such limits prescribed by the Companies Act, we
will be required to obtain the consent of our shareholders through a special resolution.

Interest of Directors

Certain of our Directors may be deemed to be interested to the extent of fees commission, and additional incentives
if any, payable to them for attending meetings of the Board or committees thereof as well as to the extent of
reimbursement of expenses payable to them under our Articles of Association, and to the extent of remuneration
paid to them for services rendered as an officer or employee of our Company.

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Certain of our Directors may also be regarded as interested in Equity Shares held by them, if any, or that may be
subscribed by and allotted to their relatives, or the entities with which they are associated as promoters, directors,
partners, proprietors or trustees or to the companies, firms and trust, in which they are interested as directors,
promoters, members, partners and trustees, pursuant to the Offer and to the extent of any dividend payable to them
and other distributions in respect of such Equity Shares. For details, see “Our Management – Shareholding of
Directors in our Company” on page 313.

Certain of our Directors may be deemed to be interested in the contracts, transactions, agreements or arrangements
entered into or to be entered into by our Company with any company in which they hold directorships or any
partnership firm in which they are partners. For details, see “Summary of the Offer Document – Summary of
Related Party Transactions” “Our Business – Properties - Details of properties where rent is paid to the related
parties” on page 31, and 279, respectively.

Rishi Das, Meghna Agarwal, and Anshuman Das may be considered to be interested to the extent of personal
guarantees given in favour of our Company against the loans sanctioned to our Company. For details, see “History
and Other Corporate Matters – Guarantees given by Promoter Selling Shareholders” on page 296.

As on the date of this Red Herring Prospectus, other than Rishi Das, Meghna Agarwal and Anshuman Das who
are also directors of Innoprop Spaces Private Limited, none of our Directors have any interest in any venture that
is involved in activities similar to those conducted by our Company. For details, see “Risk Factors – One of our
Promoter Group companies, Innoprop Spaces Private Limited, is involved in the similar line of business as that
of our Company” on page 64.

As on the date of this Red Herring Prospectus, there is no conflict of interest between the lessor of the immovable
property (crucial for operations of the company) and our Directors.

As on the date of this Red Herring Prospectus, there is no conflict of interest between the suppliers of raw materials
and third party service providers (crucial for operations of the company) and our Directors.

Except, Rishi Das, Meghna Agarwal, and Anshuman Das, who are also the Promoters of our Company, none of
our Directors have any interest in promotion or formation of our Company as on the date of this Red Herring
Prospectus.

(i) Interest in property

Our Directors have no interest in any property acquired by our Company, or proposed to be acquired by
our Company.

(ii) Business interest

Except as stated in “Summary of the Offer Document – Summary of Related Party Transactions” on page
31, and to the extent of shareholding in our Company, our Directors do not have any other interest in our
business.

(iii) Loans to Directors

No loans have been availed by the Directors from our Company.

(iv) Bonus or profit sharing plan for the Directors

None of the Directors are a party to any bonus or profit-sharing plan of our Company.

(v) Service contracts with Directors

Except as stated in this section, there are no service contracts executed by our Company with the Directors
pursuant to which they are entitled to any benefits upon termination of employment.

(vi) Interest in property, land, construction of building and supply of machinery

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 Our Directors do not have any interest in any property acquired by our Company in the three years
preceding the date of this Red Herring 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 or supply of
machinery.

Changes in the Board in the last three years

Name Date of appointment / change / cessation Reason

December 18, 2024 Change in designation to Chairman,
Rishi Das Executive Director and Chief Executive
Officer
December 18, 2024 Change in designation to Chief operating
Meghna Agarwal
Officer and Executive Director
December 18, 2024 Change in designation to Non – Executive
Anshuman Das
Director
Sandeep Singhal December 18, 2024 Reappointment as Non-Executive
Nominee Director with a fixed term
Avalur Gopalaratnam December 18, 2024 Change in designation as Independent
Muralikrishnan Director
Rahul Matthan December 18, 2024 Change in designation as Independent
Director
Naveen Tewari December 18, 2024 Change in designation as Independent
Director
Sachi Krishana December 18, 2024 Change in designation as Independent
Director
Avalur Gopalaratnam December 18, 2024 Appointment as Additional Director
Muralikrishnan
Rahul Matthan December 18, 2024 Appointment as Additional Director
Naveen Tewari December 18, 2024 Appointment as Additional Director
Sachi Krishana December 18, 2024 Appointment as Additional Director
Sandeep Singhal July 23, 2024 Appointment as Non-Executive Nominee
Director

CORPORATE GOVERNANCE

The provisions relating to corporate governance prescribed under the SEBI Listing Regulations will be applicable
to us immediately upon listing of the Equity Shares on the Stock Exchanges. We are in compliance with the
requirements of applicable regulations, including the SEBI Listing Regulations, the Companies Act, 2013 and the
SEBI ICDR Regulations, in respect of corporate governance including constitution of our Board and committees
thereof and formulation of policies. The corporate governance framework is based on an effective independent
Board, separation of the Board’s supervisory role from the executive management team and constitution of the
Board committees, as required under law.

Our Board has been constituted in compliance with the Companies Act 2013, the SEBI Listing Regulations and
in accordance with best practices in corporate governance. The Board of Directors function either as a full board,
or through various committees constituted to oversee specific operational areas. The executive management of
our Company provides the Board of Directors detailed reports on its performance periodically.

As on the date of this Red Herring Prospectus, our Board has eight Directors comprising of two Executive
Directors, and six Non-executive Directors, out of which four are Independent Directors (including one woman
Independent Director). Further, out of the 4 non-Independent Directors, three are liable to retire by rotation while
having a fixed term of five years and one is appointed for a fixed term of five years.

Committees of the Board

In addition to the committees of our Board detailed below, our Board may, from time to time, constitute other
committees for various functions.

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I. Audit Committee

The members of the Audit Committee are:

1. Avalur Gopalaratnam Muralikrishnan, Chairperson

2. Sachi Krishana, Member

3. Rishi Das, Member

The Audit Committee was constituted by a meeting of the Board of Directors held on December 18, 2024.
The scope and functions of the Audit Committee are 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 following:

(i) The Audit Committee shall have powers, which should include the following:

(a) To investigate any activity within its terms of reference;

(b) To seek information from any employee of the Company;
(c) To obtain outside legal or other professional advice;
(d) To secure attendance of outsiders with relevant expertise, if it considers necessary; and
(e) Such powers as may be prescribed under the Companies Act and SEBI Listing Regulations, each
as amended.

(ii) The role of the Audit Committee shall include the following:

(a) 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;

(b) Recommendation for appointment, re-appointment and replacement, remuneration and terms of
appointment of auditors, including the internal auditor, cost auditor and statutory auditor, of the
Company and the fixation of audit fee;

(c) Approval of payments to statutory auditors for any other services rendered by the statutory
auditors of the Company;

(d) Reviewing, with the management, the annual financial statements and auditor’s report thereon
before submission to the Board for approval, with particular reference to:

• Matters required to be included in the Director’s Responsibility Statement to be included

in the Board’s report in terms of clause (c) of sub-section (3) section 134 of the Companies
Act;
• Changes, if any, in accounting policies and practices and reasons for the same;
• Major accounting entries involving estimates based on the exercise of judgment by the
management of the Company;
• Significant adjustments made in the financial statements arising out of audit findings;
• Compliance with listing and other legal requirements relating to financial statements;
• Disclosure of any related party transactions; and
• Qualifications / modified opinion(s) in the draft audit report.

(e) Reviewing, with the management, the quarterly, half-yearly and annual financial statements
before submission to the Board for approval;

(f) 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 monitoring
316
 agency 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;

(g) Reviewing and monitoring the auditor’s independence and performance, and effectiveness of
audit process;

(h) Formulating a policy on related party transactions, which shall include materiality of related party
transactions;

(i) Approval or any subsequent modification of transactions of the Company with related parties and
omnibus approval for related party transactions proposed to be entered into by the Company
subject to such conditions as may be prescribed;

(j) 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.

(k) 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;

(l) Scrutiny of inter-corporate loans and investments;

(m) Valuation of undertakings or assets of the Company, wherever it is necessary;

(n) Evaluation of internal financial controls and risk management systems;

(o) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the
internal control systems;

(p) 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;

(q) Discussion with internal auditors of any significant findings and follow up there on;

(r) 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;

(s) 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;

(t) 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;

(u) Recommending to the board of directors the appointment and removal of the external auditor,
fixation of audit fees and approval for payment for any other services;

(v) Reviewing the functioning of the whistle blower mechanism;

(w) 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;

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 (x) Reviewing the utilization 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 existing as per applicable law;

(y) Carrying out any other functions as provided under the Companies Act, the SEBI Listing
Regulations, equity listing agreements and/or any 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;

(z) To formulate, review and make recommendations to the Board to amend the Audit Committee
charter from time to time;

(aa) 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;

(bb) Carrying out any other function as is mentioned in the terms of reference of the Audit Committee;

(cc) Identification of list of key performance indicators and related disclosures in accordance with the
Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018, as amended, for the purpose of the Company’s proposed initial public offering.

(dd) Considering and commenting on rationale, cost-benefits and impact of schemes involving merger,
demerger, amalgamation etc., on the Company and its shareholders; and

(ee) Carrying out any other function as is mentioned in the terms of reference of the Audit Committee;

(ff) Such roles as may be prescribed under the Companies Act, SEBI ICDR Regulations, SEBI Listing
Regulations and other applicable laws or by any regulatory or statutory.

(iii) The Audit Committee shall mandatorily review the following information:

(a) Management discussion and analysis of financial condition and results of operations;

(b) Management letters/letters of internal control weaknesses issued by the statutory auditors of the
Company;

(c) Internal audit reports relating to internal control weaknesses;

(d) The appointment, removal and terms of remuneration of the chief internal auditor shall be subject
to review by the Audit Committee;

(e) Statement of deviations:

• 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
• annual statement of funds utilised for purposes other than those stated in the offer
document/prospectus/notice, certified by the statutory auditors of the Company, in terms
of Regulation 32(7) of the SEBI Listing Regulations;

II. Nomination and Remuneration Committee

The members of the Nomination and Remuneration Committee are:

1. Sachi Krishana,Chairperson
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2. Anshuman Das, Member

3. Rahul Matthan, Member

The Nomination and Remuneration Committee was constituted by a meeting of the Board of Directors held
on December 18, 2024. The scope and functions of the Nomination and Remuneration Committee is in
accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI Listing Regulations.
The terms of reference of the Nomination and Remuneration Committee are as follows:

(i) 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 Nomination and Remuneration Committee, while formulating the above policy, should ensure that

(a) the level and composition of remuneration be reasonable and sufficient to attract, retain and
motivate directors of the quality required to run our Company successfully;

(b) relationship of remuneration to performance is clear and meets appropriate performance

benchmarks; and

(c) remuneration to directors, key managerial personnel and senior management involves a balance
between fixed and incentive pay reflecting short and long term performance objectives appropriate
to the working of the Company and its goals.

(ii) Formulation of criteria for evaluation of performance of independent directors and the Board;

(iii) For every appointment of an independent director, the Nomination and Remuneration 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:

(a) use the services of an external agencies, if required;

(b) consider candidates from a wide range of backgrounds, having due regard to diversity; and

(c) consider the time commitments of the candidates.

(iv) Devising a policy on Board diversity;

(v) Identifying persons who are qualified to become directors of the Company and who may be appointed
in senior management in accordance with the criteria laid down, and recommend to the Board their
appointment and removal, and carrying out evaluation of every director’s performance (including
independent director);

(vi) The Company shall disclose the remuneration policy and the evaluation criteria in its annual report;

(vii) Analysing, monitoring and reviewing various human resource and compensation matters;

(viii) 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;

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(ix) Recommending the remuneration, in whatever form, payable to the senior management personnel and
other staff (as deemed necessary);

(x) Reviewing and approving compensation strategy from time to time in the context of the then current
Indian market in accordance with applicable laws;

(xi) 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;

(xii) 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;

(xiii) Administering, monitoring and formulating the employee stock option scheme/plan approved by the
Board and shareholders of the Company in accordance with Securities and Exchange Board of India
(Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and other applicable laws
(“ESOP Scheme”)

(a) Determining the eligibility of employees to participate under the ESOP Scheme;

(b) Determining the quantum of option to be granted under the ESOP Scheme per employee and in
aggregate;

(c) Date of grant;

(d) Determining the exercise price of the option under the ESOP Scheme;

(e) The conditions under which option may vest in employee and may lapse in case of termination of
employment for misconduct;

(f) 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;

(g) The specified time period within which the employee shall exercise the vested option in the event
of termination or resignation of an employee;

(h) 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;

(i) 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;

(j) The grant, vest and exercise of option in case of employees who are on long leave;

(k) Allow exercise of unvested options on such terms and conditions as it may deem fit;

(l) The procedure for cashless exercise of options;

(m) Forfeiture/ cancellation of options granted;

(n) 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:

a. 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;
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 b. 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
c. 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.

(xiv) 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;

(xv) Framing suitable policies, procedures and systems to ensure that there is no violation of securities laws,
as amended from time to time, including:

(a) the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015,
as amended;

(b) the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices
Relating to the Securities Market) Regulations, 2003, as amended; and

(c) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, by the Company and
its employees, as applicable;

(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 Nomination and Remuneration Committee;

(xvii) Such terms of reference as may be prescribed under the Companies Act and SEBI Listing
Regulations.

III. Stakeholders’ Relationship Committee

The members of the Stakeholders’ Relationship Committee are:

1. Sachi Krishana, Chairperson

2. Rishi Das, Member

3. Meghna Agarwal, Member

The Stakeholders’ Relationship Committee was constituted by our Board of Directors at their meeting held
on December 18, 2024. The scope and function of the Stakeholders’ Relationship Committee is in
accordance with Section 178 of the Companies Act, 2013 and Regulation 20 of the Listing Regulations. The
terms of reference are as follows:

(i) 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, dematerialisation and re-materialisation of
shares, non-receipt of balance sheet, non-receipt of declared dividends, non-receipt of annual reports,
etc., and assisting with quarterly reporting of such complaints;

(ii) Reviewing of measures taken for effective exercise of voting rights by shareholders;

(iii) Investigating complaints relating to allotment of shares, approval of transfer or transmission of shares,
debentures or any other securities;

(iv) Giving effect to all transfer/transmission of shares and debentures, dematerialisation of shares and re-
materialisation of shares, split and issue of duplicate/consolidated share certificates, compliance with
all the requirements related to shares, debentures and other securities from time to time;

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 (v) 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;

(vi) 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;

(vii) Considering and specifically looking into various aspects of interest of shareholders, debenture holders
or holders of any other securities;

(viii) Formulation of procedures in line with the statutory guidelines to ensure speedy disposal of various
requests received from shareholders from time to time;

(ix) To approve allotment of shares, debentures or any other securities as per the authority conferred / to be
conferred to the Committee by the Board from time to time;

(x) To monitor and expedite the status and process of dematerialization and rematerialisation of shares,
debentures and other securities of the Company;

(xi) 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); and

(xii) Carrying out such other functions as may be specified by the Board from time to time or
specified/provided under the Companies Act or the SEBI Listing Regulations, or by any other
regulatory authority.

IV. Corporate Social Responsibility Committee

The members of the Corporate Social Responsibility Committee are:

1. Rishi Das, Chairperson

2. Rahul Matthan, Member

3. Sandeep Singhal, Member.

The Corporate Social Responsibility Committee was constituted by a meeting of the Board of Directors held
on December 18, 2024. The terms of reference of the Corporate Social Responsibility Committee of our
Company are as follows:

(i) To formulate and recommend to the Board, a corporate social responsibility policy stipulating, amongst
others, the guiding principles for selection, implementation and monitoring the activities as well as
formulation of the annual action plan, 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 and make
any revisions therein as and when decided by the Board;

(ii) To identify corporate social responsibility policy partners and corporate social responsibility policy
programmes;

(iii) To recommend the amount of expenditure to be incurred for the corporate social responsibility
activities, being at least two percent of the average net profits of the Company made during the three
immediately preceding financial years in pursuance of its corporate social responsibility and the
distribution of the same to various corporate social responsibility programmes undertaken by the
Company;

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 (iv) 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:

(a) 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;

(b) the manner of execution of such projects or programmes as specified in Rule 4 of the Companies
(Corporate Social Responsibility Policy) Rules, 2014;

(c) the modalities of utilisation of funds and implementation schedules for the corporate social
responsibility projects or programmes;

(d) monitoring and reporting mechanism for the implementation of the corporate social responsibility
projects or programmes; and

(e) details of need and impact assessment, if any, for the corporate social responsibility projects
undertaken by the company.

Provided that the Board may alter such plan at any time during the financial year, as per the
recommendations of the Corporate Social Responsibility Committee, based on the reasonable
justification to that effect.

(v) Identifying and appointing the corporate social responsibility team of the Company and delegate
responsibilities to such team and supervise proper execution of all delegated responsibilities;

(vi) 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;

(vii) To take note of the compliances made by implementing agency (if any) appointed for the corporate
social responsibility of the Company;

(viii) 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 or perform such responsibilities as may be required by
the corporate social responsibility committee in terms of the provisions of Section 135 of the
Companies Act; and

(ix) Such terms of reference as may be prescribed under the Companies Act and SEBI Listing Regulations.

V. IPO Committee

The members of the IPO Committee are:

1. Rishi Das, Chairperson

2. Meghna Agarwal, Member

3. Sandeep Singhal, Member

The IPO Committee was constituted by our Board of Directors at their meeting held on December 18, 2024.
The terms of reference of the IPO Committee of our Company are as follows:

(i) To make applications to seek clarifications and obtain approvals from, where necessary, the SEBI, the
Stock Exchanges, RBI, the Registrar of Companies or any other statutory or governmental authorities
as may be required, in connection with the Offer and accept on behalf of the Board such conditions and
modifications as may be prescribed or imposed by any of them while granting such approvals,
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 permissions and sanctions as may be required and incorporate such
modifications/amendments/alterations/corrections as may be required in the DRHP, the RHP and the
prospectus;

(ii) To invite the existing shareholders of the Company to participate in the Offer by offering for sale the
Equity Shares held by them at the same price as in the Offer;

(iii) All actions as may be necessary in connection with the Offer, including extending the Bid/Offer period,
revision of the Price Band, in accordance with the Applicable Laws;

(iv) To appoint and enter into arrangements with the BRLMs, underwriters to the Offer, syndicate members
to the Offer, brokers to the Offer, advisors to the Offer, escrow collection bank(s) to the Offer, registrars
to the Offer, sponsor bank(s), refund bank(s) to the Offer, public Offer account bank(s) to the Offer,
advertising agencies, legal counsel, monitoring agency, grading agency, auditors, independent
chartered accountants, industry data providers, and any other agencies or persons or intermediaries to
the Offer and to negotiate and finalise and amend the terms of their appointment, including but not
limited to execution of the BRLMs’ mandate letter, negotiation, finalisation, execution and, if required,
amendment of the Offer Agreement with the BRLMs and the Underwriting Agreement with the
underwriters;

(v) To negotiate, finalise, settle, execute and deliver or arrange the delivery of Offer Agreement, Registrar
Agreement, Syndicate Agreement, Underwriting Agreement, Cash Escrow and Sponsor Bank
Agreement, Monitoring Agency Agreement and all other documents, deeds, agreements, memorandum
of understanding, and any notices, supplements and corrigenda thereto, as may be required or desirable
and other instruments whatsoever with the registrar to the Offer, legal advisors, auditors, Stock
Exchanges, BRLMs and any other agencies/intermediaries in connection with the Offer with the power
to authorise one or more officers of the Company to negotiate, execute and deliver all or any of the
aforestated documents;

(vi) To finalise, approve, adopt, deliver and arrange for, in consultation with the BRLMs, submission of the
draft red herring prospectus (“DRHP”), the red herring prospectus (“RHP”), the prospectus, abridged
prospectus (including amending, varying or modifying the same, as may be considered desirable or
expedient) and application forms, the preliminary and final international wrap and any amendments,
supplements, notices or corrigenda thereto for the issue of Equity Shares including incorporating such
alterations/corrections/modifications as may be required by SEBI, RoC, or any other relevant
governmental and statutory authorities or in accordance with all Applicable Law;

(vii) To approve the relevant restated financial statements to be issued in connection with the Offer;

(viii) To seek, if required, the consent and waivers from the lenders of the Company, industry data providers,
parties with whom the Company has entered into various commercial and other agreements, all
concerned government and regulatory authorities in India or outside India, and any other consents that
may be required in relation to the Offer or any actions connected therewith;

(ix) To open and operate bank account(s) of the Company in terms of the Cash Escrow and Sponsor Bank
Agreement, as applicable and to authorise one or more officers of the Company to execute all
documents/deeds as may be necessary in this regard;

(x) To authorise and approve incurring of expenditure and payment of fees, commissions, brokerage,
remuneration and reimbursement of expenses in connection with the Offer;

(xi) To approve code of conduct suitable insider trading policy, whistle blower/vigil mechanism policy, risk
management policy and other corporate governance requirements, as may be considered necessary or
as required under Applicable Laws for the Board, officers of the Company and other employees of the
Company;

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(xii) To authorise any concerned person on behalf of the Company to give such declarations, affidavits,
certificates, consents and authorities as may be required from time to time in relation to the Offer;

(xiii) To approve suitable policies in relation to the Offer as may be required under Applicable Laws;

(xiv) To approve any corporate governance requirement that may be considered necessary by the Board or
the IPO Committee or as may be required under Applicable Laws, in connection with the Offer;

(xv) To authorise and approve notices, advertisements in relation to the Offer in consultation with the
relevant intermediaries appointed for the Offer;

(xvi) To open and operate bank accounts of the Company in terms of Section 40(3) of the Companies Act or
as may be required by the regulations issued by SEBI and to authorise one or more officers of the
Company to execute all documents/deeds as may be necessary in this regard;

(xvii) To determine and finalise the bid opening and bid closing dates (including bid opening and closing
dates for anchor investors), floor price/price band for the Offer, the Offer Price for anchor investors,
approve the basis for allocation/allotment and confirm allocation/allotment of the Equity Shares to
various categories of persons as disclosed in the DRHP, the RHP and the prospectus, in consultation
with the BRLMs;

(xviii) To issue receipts/allotment letters/confirmation of allocation notes either in physical or electronic mode
representing the underlying Equity Shares in the capital of the Company with such features and
attributes as may be required and to provide for the tradability and free transferability thereof as per
market practices and regulations, including listing on the Stock Exchanges, with power to authorise
one or more officers of the Company to sign all or any of the aforestated documents;

(xix) To withdraw the DRHP or the RHP or not to proceed with the Offer at any stage, if considered necessary
and expedient, in accordance with Applicable Laws;

(xx) To make applications for listing of Equity Shares on the Stock Exchanges and to execute and to deliver
or arrange the delivery of necessary documentation to the Stock Exchanges and to take all such other
actions as may be necessary in connection with obtaining such listing;

(xxi) To do all such deeds and acts as may be required to dematerialise the Equity Shares and to sign and/or
modify, as the case may be, agreements and/or such other documents as may be required with National
Securities Depository Limited, Central Depository Services (India) Limited, registrar and transfer
agents and such other agencies, as may be required in this connection with power to authorise one or
more officers of the Company to execute all or any of the aforestated documents;

(xxii) To do all such acts, deeds, matters and things and execute all such other documents, etc., as it may, in
its absolute discretion, deem necessary or desirable for the Offer, in consultation with the BRLMs,
including without limitation, determining the anchor investor portion and allocation to anchor investors,
finalising the basis of allocation and allotment of Equity Shares to the successful allottees and credit of
Equity Shares to the demat accounts of the successful allottees in accordance with Applicable Laws;

(xxiii) To settle all questions, difficulties or doubts that may arise in regard to the Offer, including such issues
or allotment and matters incidental thereto as it may deem fit and to delegate such of its powers as may
be deemed necessary and permissible under Applicable Laws to the officials of the Company;

(xxiv) To take such action, give such directions, as may be necessary or desirable as regards the Offer and to
do all such acts, matters, deeds and things, including but not limited to the allotment of Equity Shares
against the valid applications received in the Offer, as are in the best interests of the Company;

(xxv) To approve the expenditure in relation to the Offer;

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 (xxvi) To negotiate, finalise, settle, execute and deliver any and all other documents or instruments and doing
or causing to be done any and all acts or things as the IPO Committee may deem necessary, appropriate
or advisable in order to carry out the purposes and intent of the foregoing or in connection with the
Offer and any documents or instruments so executed and delivered or acts and things done or caused
to be done by the IPO Committee shall be conclusive evidence of the authority of the IPO Committee
in so doing; and

(xxvii) To submit undertaking/certificates or provide clarifications to or obtain approvals and seek exemptions,
if necessary, from the Securities Exchange Board of India and the Stock Exchanges where the Equity
Shares of the Company are proposed to be listed.

VI. Risk Management Committee

The members of the Risk Management Committee are:

1. Rishi Das, Chairperson

2. Meghna Agarwal, Member

3. Sachi Krishana, Member

The Risk Management Committee was constituted by our Board of Directors at their meeting held on June
24, 2025. The terms of reference of the Risk Management Committee of our Company are as follows:

(i) To formulate a detailed risk management policy which shall include:

a. 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;

b. measures for risk mitigation including systems and processes for internal control of
identified risks; and

c. business continuity plan.

(ii) To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate
risks associated with the business of our Company;

(iii) To monitor and oversee implementation of the risk management policy, including evaluating the
adequacy of risk management systems;

(iv) To periodically review the risk management policy, at least once in two years, including by considering
the changing industry dynamics and evolving complexity;

(v) To keep the Board informed about the nature and content of its discussions, recommendations and
actions to be taken;

(vi) The appointment, removal and terms of remuneration of the Chief Risk Officer shall be subject to
review by the Risk Management Committee;

(vii) 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;

(viii) Laying down risk assessment and minimization procedures and the procedures to inform Board of the
same;

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(ix) Framing, implementing, reviewing and monitoring the risk management plan for our Company and
such other functions, including cyber security, as may be delegated by the Board; and

(x) 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.

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MANAGEMENT ORGANISATION CHART

328
KEY MANAGERIAL PERSONNEL

In addition to (i) Rishi Das, our Chairman, Executive Director and Chief Executive Officer; and (ii) Meghna
Agarwal, our Chief Operating Officer and Executive Director, whose details are provided in “– Brief biographies
of Directors” and “– Remuneration to Executive Directors” on pages 308 and 312, respectively, the details of our
other Key Managerial Personnel in terms of the SEBI ICDR Regulations as on the date of this Red Herring
Prospectus are set forth below:

Pawan J Jain is the Chief Financial Officer of our Company. He joined our Company on July 11, 2019 as the
vice president in finance. He holds a bachelors’ degree in commerce from Nehru Memorial College,
Hanumangarh, Maharshi Dayanand Saraswati University, Ajmer. He has passed the final examination conducted
by the Institute of Chartered Accountants of India. He is a certified chartered accountant. Prior to joining our
Company, he was associated with Twenty Fourteen Hotels India Private Limited as the head of its banking
relations team, Vikram Logistic and Maritime Services Private Limited, Coast Liners Private Limited as senior
vice president in finance and Anil N. Jain as a partner and as an audit manager. He has an experience of 22 years
in the field of finance. He is involved in handling the financial operations of our Company. He was paid a gross
remuneration of ₹ 5.26 million in Fiscal 2025 in his capacity as vice president in finance.

Pranav AK is the is the Company Secretary and Compliance Officer of our Company. He joined our Company
on November 15, 2024. He holds a bachelors’ degree in commerce with major in corporate affairs and
administration from Indira Gandhi National Open University. He is a certified company secretary and is an
associate member of Institute of Company Secretaries of India. Prior to joining our Company, he was associated
with Malabar Group as assistant manager of corporate affairs, Seinsa Autofren India Private Limited as a company
secretary, JM and Associates and VVS and Associates. He has an experience of 6 years as a company secretary.
He is involved in the secretarial and legal compliance of our Company. He was paid a gross remuneration of ₹
0.48 million in Fiscal 2025.

Deepak Dadhich is the chief business officer of our Company. He joined the Company on July 1, 2017 as the
senior vice president of the Company. He holds a bachelors’ degree in metallurgical engineering from the
University of Roorkee. Prior to joining our Company, he was associated with Hirepro Consulting Private Limited
as vice president, Infosys Limited as senior project manager and Hindalco Industries Limited as graduate engineer
trainee. He is involved in the facilities and building operations of our Company by heading such business
operations. He was paid a gross remuneration of ₹10.66 million in Fiscal 2025 in his capacity as senior vice
president of the Company.

SENIOR MANAGEMENT PERSONNEL

In addition to Pawan J Jain, our Chief Financial Officer and Pranav AK, our Company Secretary and Compliance
Officer, whose details are provided in “– Key Managerial Personnel” on page 329 the details of our other Senior
Management Personnel as on the date of this Red Herring Prospectus are set forth below:

Vishal Mathad is the vice president of the supply acquisition team of our Company. He joined our Company
on April 1, 2017 as the general manager of our supply acquisition team. He holds a bachelors’ degree in computer
application from Bundelkhand University. He also holds a diploma in multimedia from Arena Multimedia. Prior
to joining our Company, he was associated with Careernet Technologies Private Limited as a general manager in
information technology and Lattice Networks as an information technology support engineer. He has an
experience of 29 years in the fields of information technology and supply acquisition. He is involved in the
operations of supply acquisitions of buildings of our Company by heading pan India operations. He was paid a
gross remuneration of ₹ 5.01 million in Fiscal 2025.

Vikas Kumar Agrawal is the general manager of the finance team of our Company. He joined our Company on
April 1, 2017 as the senior manager of the finance team. He holds a bachelors’ degree in commerce from the Deen
Dayal Upadhyay, Gorakhpur University, Gorakhpur. Prior to joining our Company, he was associated with
Hirepro Consulting Private Limited, as a manager in finance, and Sri Prakash & Co. as a senior article assistant.
He has an experience of 17 years in the field of finance. He is involved in the finance operations of our Company.
He was paid a gross remuneration of ₹ 3.44 million in Fiscal 2025.

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Dinesh Jayaraj is the assistant general manager of the workspace planning team of our Company. He joined our
Company on January 9, 2019 as the senior manager of the workspace planning team. He holds a bachelors’ degree
in architecture from the Anna University, Chennai. He has worked with RSP Design Consultants (India) Private
Limited from as an associate. He has an experience of 17 years in the architecture industry. He is involved in the
workspace and design planning operations of our Company. He was paid a gross remuneration of ₹2.87 million
in Fiscal 2025.

Bhavna Srivastava is an assistant general manager of the workspace planning team of our Company. She joined
our Company on October 10, 2018 as the senior manager of the workspace planning team. She holds a bachelors’
degree in architecture from the University of Pune, Pune. Prior to joining our Company, she was associated with
Ireo Residences Company Private Limited and RSP Design Consultants (India) Private Limited as a senior design
manager. She has an experience of 12 years in the architecture industry. She is involved in structural design
planning operations of our Company. She was paid a gross remuneration of ₹2.30 million in Fiscal 2025.

Ajay A is a general manager of the projects team of our Company. He joined our Company on May 15, 2017 as a
manager of the projects team. He holds a bachelors’ degree in civil engineering from Visveswaraiah
Technological University, Belgaum and a masters’ degree in business administration from Bangalore University.
Prior to joining our Company, he was associated with SM6. He was also associated with our Company as a
manager in projects. He has an experience of 12 years in the projects industry. He is involved in the projects
execution operations of our Company for south region of India. He was paid a gross remuneration of ₹4.57 million
in Fiscal 2025.

Abhishek Chaudhary is a general manager of the projects team of our Company. He joined our Company on July
25, 2017 as a senior manager of the projects team. He holds a bachelors’ of technology degree in electronics and
instrumentation from Kurukshetra University, Kurukshetra. Prior to joining our Company, he was associated with
Synefra Infrastructure Private Limited, NorthStar Elements as an assistant manager of projects, and Platz
Infrastructure Private Limited. He has an experience of 10 years in the projects industry. He is involved in the
project for whole of India of our Company. He was paid a gross remuneration of ₹ 3.96 million in Fiscal 2025.

Vamsi Krishna Chatrathi is an assistant vice president of the marketing team of our Company. He joined our
Company on August 5, 2019 as a general manager of the marketing team. He holds a bachelors’ degree
in electronics and communication engineering from Osmania University, Hyderabad. He also holds a post-
graduate diploma in management from the Indian Institute of Management, Calcutta. Prior to joining our
Company, he was associated with BTI Payments Private Limited as an assistant vice president of its marketing
team, Bharti Airtel Limited as a manager in marketing, Deloitte as a business technology analyst. He has an
experience of 13 years in the marketing industry. He is involved in the marketing operations of our Company by
heading the team. He was paid a gross remuneration of ₹7.85 million in Fiscal 2025.

Ramit Rajinder Bhardwaj is the Chief Technology Officer of our Company. He joined our Company
on December 1, 2020 as the Chief Technology Officer. He holds a bachelors’ degree in engineering from the
University of Pune, Pune. Prior to joining our Company, he was associated with Nuance India Private Limited as
a senior principal java architect, Opus Software Solutions Private Limited as an architect, SICAD Inc, Idhasoft
Limited as a principal consultant in java, Avaya India Private Limited, and GlobalLogic India Private Limited as
a senior lead of engineering. He was also on the board of directors of Zebibyte Systems Private Limited. He is
involved in the technology operations of our Company by heading the team. He was paid a gross remuneration of
₹8.64 million in Fiscal 2025.

Anshul Mathur is a general manager of the business development team of our Company. He joined our Company
on July 7, 2016 as an assistant manager of the business development team. He holds a bachelors’ of science degree
in hospitality and hotel administration from the National Council for Hotel Management and Catering Technology
and a post graduate degree in management from the IILM Institute for Higher Education. Prior to joining our
Company, he was associated with Ashok Kumar Mathur Security Agency as a business development officer, and
BPTP Limited as a senior executive in marketing, with Ashiana Greenwood Developers. He is involved in the
sales operations of our Company by heading the North and Central regions of India. He was paid a gross
remuneration of ₹4.37 million in Fiscal 2025.

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Venkatesh Kumar M is a vice president of the business development team of our Company. He joined the
Company on November 9, 2018 as a vice president of the supply acquisition team. He holds a bachelors’ degree
in mechanical engineering from the Annamalai University, Tamil Nadu. Prior to joining our Company, he was
associated with South Lands Venture as a partner. He is involved in the sales operations of our Company by
heading the south region of India. He was paid a gross remuneration of ₹4.76 million in Fiscal 2025.

Priyanth Dhanaraj K is the general manager of the business development team of our Company. He joined the
Company on January 15, 2024 as the general manager of the business development team. He holds a bachelors’
degree in electronics and communication engineering from University of Madras and a masters’ degree
in business administration from Bharathiar University, Coimbatore. Prior to joining our Company, he was
associated with Mountain Trail Foods Private Limited as a sales manager - GAM South, Vestian Global
Workplace Services Private Limited, TTK Property Services Private Limited as an assistant general manager in
sales and client relations, TTK Services Private Limited as a senior manager in sales and client relationship, Idea
Cellular Limited as an assistant manager in Sales at Level R1, Canvera Digital Technologies Private Limited as a
sales manager and ICICI Lombard General Insurance Company Limited. He was also associated with our
Company as general manager in business development. He has an experience of 18 years in the sales and business
development industry. He is involved in the business development operations of our Company. He was paid a
gross remuneration of ₹4.34 million in Fiscal 2025.

Relationship between our Key Managerial Personnel and Senior Management Personnel

Except Rishi Das and Meghna Agarwal who are husband and wife, none of our Key Managerial Personnel or
Senior Management Personnel are related to each other.

Relationship between our Key Managerial Personnel or Senior Management Personnel and Directors

Except as stated below, none of our Key Managerial Personnel or Senior Managerial Personnel are related to any
of the Directors of our Company.

Name of Director, KMP or SMP Name of the related Director, KMP or SMP Relationship

Rishi Das Anshuman Das Brother

Meghna Agarwal Spouse
Meghna Agarwal Rishi Das Spouse
Anshuman Das Brother-in-law

Status of Key Managerial Personnel and Senior Management Personnel

All our Key Managerial Personnel and Senior Managerial Personnel are permanent employees of our Company.

Retirement and termination benefits

Except applicable statutory and contractual benefits, none of our Key Managerial Personnel and Senior
Management Personnel would receive any benefits on their retirement or on termination of their employment with
our Company.

Shareholding of Key Managerial Personnel and Senior Management Personnel

Except as disclosed in “Capital Structure – Employee Stock Option” on page 119, none of our Key Managerial
Personnel and Senior Management Personnel hold any Equity Shares or Preference Shares in our Company as on
the date of this Red Herring Prospectus.

Arrangements and understanding with major Shareholders, customers, suppliers, or others

There is no arrangement or understanding with the major Shareholders, customers, suppliers or others, pursuant
to which any Key Managerial Personnel or Senior Management Personnel was selected as member of senior
management.
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Bonus or profit-sharing plans

None of our Key Managerial Personnel or Senior Management Personnel are party to any bonus or profit-sharing
plan of our Company other than the performance linked incentives given to Key Managerial Personnel or Senior
Management Personnel.

Interests of Key Managerial Personnel and Senior Management Personnel

The Key Managerial Personnel and Senior Management Personnel do not have any interest in our Company other
than (i) as stated in “Financial Statements – Restated Financial Information – Note 31 – Related party disclosures”
and “ - Interests of Directors” on pages 391 and 313, respectively; or (ii) 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 in the ordinary course of business.

Certain of our Key Managerial Personnel and Senior Management Personnel hold Equity Shares in the Company
and accordingly, may also be deemed to be interested to the extent of any dividend payable to them and other
distributions in respect of Equity Shares held by them in our Company.

Our Key Managerial Personnel and Senior Management Personnel have not entered into any service contracts
with our Company pursuant to which they are entitled to any benefits upon termination of their employment.

As on the date of this Red Herring Prospectus, there is no conflict of interest between the lessor of the immovable
property (crucial for operations of the company) and our Key Managerial Personnel.

As on the date of this Red Herring Prospectus, there is no conflict of interest between the suppliers of raw materials
and third-party service providers (crucial for operations of the company) and our Key Managerial Personnel.

Contingent and deferred compensation payable to our Key Managerial Personnel and Senior Management
Personnel and Director

There is no contingent or deferred compensation payable to our Key Managerial Personnel or Senior Management
Personnel or Directors, which does not form part of their remuneration.

Changes in the Key Managerial Personnel and Senior Management Personnel

In addition to (i) Rishi Das, our Chairman, Executive Director and Chief Executive Officer; and (ii) Meghna
Agarwal, our Chief Operating Officer and Executive Director, whose details are provided in “– Changes in the
Board in the last three years ” on page 315, except as disclosed below, there have been no changes in the Key
Managerial Personnel or Senior Management Personnel in the last three years:

Date of appointment / change /

Name Reason
cessation
Pawan J Jain December 18, 2024 Appointment as Chief Financial Officer
Pranav AK December 18, 2024 Appointment as Company Secretary and Compliance
Officer
Deepak Dadhich December 18, 2024 Appointment as chief business officer
Vishal Mathad December 18, 2024 Appointment as vice president of the supply
acquisition team
Vikas Kumar Agrawal December 18, 2024 Appointment as general manager of the finance team
Dinesh Jayaraj December 18, 2024 Appointment as general manager of the workspace
planning team
Bhavna Srivastava December 18, 2024 Appointment as assistant general manager of the
workspace planning team
Ajay A December 18, 2024 Appointment as general manager of the projects team
Abhishek Chaudhary December 18, 2024 Appointment as general manager of the projects team
Vamsi Krishna December 18, 2024 Appointment as assistant vice president of the
Chatrathi marketing team

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 Date of appointment / change /
Name Reason
cessation
Ramit Rajinder December 18, 2024 Appointment as Chief Technology Officer
Bhardwaj
Anshul Mathur December 18, 2024 Appointment as general manager of the business
development team
Venkatesh Kumar M December 18, 2024 Appointment as vice president of the business
development team
Priyanth Dhanraj K December 18, 2024 Appointment as general manager of the business
development team

Payment or benefit to officers of our Company

No non-salary amount or benefit has been paid or given or is intended to be paid or given to any of our Company’s
employees including our Key Managerial Personnel, Senior Management Personnel and our Directors within the
two preceding years.

Employees stock options

For details of our Company’s employee stock options, see “Capital Structure – Employee Stock Option” on page
119.

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 OUR PROMOTERS AND PROMOTER GROUP

Rishi Das, Meghna Agarwal, and Anshuman Das are the Promoters of our Company and their shareholding as on
the date of this Red Herring Prospectus is as set forth below:

Sr. Name of Promoter Number of Equity Shares of face Percentage of Equity Share capital
No. value ₹ 1 each on fully diluted basis (%)*
1. Rishi Das 34,646,225 18.84

2. Meghna Agarwal 34,646,154 18.84

3. Anshuman Das 46,242,229 25.15

*The percentage of the Equity Share capital on a fully diluted basis has been calculated on the basis of total Equity Shares held by a
Shareholder and exercise of vested options under the ESOP 2022, as applicable.

For details, please see “Capital Structure – Equity shareholding of our Promoters and Promoter Group” on page
111.

Details of our Promoters are as follows:

Rishi Das

Rishi Das, aged 49 years, is the Chairman, Executive

Director and Chief Executive Officer of our Company.

Permanent Account Number: ABLPD5956E

For further details in respect of his date of birth,

address, educational qualifications, professional
experience, positions/ posts held in the past, other
directorships, special achievements and business and
financial activities, see “Our Management – Board of
Directors” on page 305.

Meghna Agarwal

Meghna Agarwal, aged 46 years, is the Chief

Operating Officer and Executive Director of our
Company.

Permanent Account Number: ABZPA5602N

For further details in respect of her date of birth,

address, educational qualifications, professional
experience, positions/ posts held in the past, other
directorships, special achievements and business and
financial activities, see “Our Management – Board of
Directors” on page 305.

334
 Anshuman Das

Anshuman Das, aged 47 years, is a Non-executive

Director of our Company.

Permanent Account Number: AEDPD3681H

For further details in respect of his date of birth,

address, educational qualifications, professional
experience, positions/ posts held in the past, other
directorships, special achievements and business and
financial activities, see “Our Management – Board of
Directors” on page 305.

Our Company confirms that the permanent account numbers, bank account numbers, passport numbers, Aadhar
card numbers and driving license numbers of Rishi Das, Meghna Agarwal and Anshuman Das were submitted to
the Stock Exchanges at the time of filing the Draft Red Herring Prospectus.

Change in control of our Company

Pursuant to our Board resolution dated December 18, 2024, the Board of our Company has taken on record that
Rishi Das, Meghna Agarwal and Anshuman Das are the Promoters of our Company in terms of the Companies
Act and the SEBI ICDR Regulations.

There has been no change in control of our Company in the five years immediately preceding the date of this Red
Herring Prospectus.

Other ventures of our Promoters

Other than as disclosed in “- Promoter Group” below and in “Our Management – Board of Directors” on page
305, our Promoters are not involved in any other ventures.

Interests of Promoters

Our Promoters are interested in our Company to the extent (i) that they have promoted our Company; (ii) of their
shareholding in our Company; (iii) of the dividends payable thereon; and (iv) of any other distributions in respect
of their shareholding in our Company. For further details, see “Capital Structure - Equity shareholding of our
Promoters and Promoter Group” beginning on page 111.

Additionally, our Promoters may be interested in transactions entered into by our Company with other entities (i)
in which our Promoters hold shares, or (ii) controlled by our Promoters. For further details of interest of our
Promoters in our Company, see “Summary of the Offer document – Summary of Related Party Transactions” on
page 31.

Our Promoters, Rishi Das, Meghna Agarwal and Anshuman Das are also interested in our Company as the
Directors and may be deemed to be interested in the remuneration payable to them and the reimbursement of
expenses incurred by them in their capacity as the Directors. Additionally, our Promoters may be considered to
be interested to the extent of personal guarantees given in favour of our Company against the loans sanctioned to
our Company. For details, see “Restated Financial Information – Note 16 – Borrowings” on page 372.

No sum has been paid or agreed to be paid to our Promoters or to any firm or company in which our Promoters
335
are interested, in cash or shares or otherwise by any person, either to induce them to become or to qualify them,
as a director or Promoters or otherwise for services rendered by the Promoters, or by such firm or company, in
connection with the promotion or formation of our Company.

As on the date of this Red Herring Prospectus, there is no conflict of interest between the suppliers of raw materials
and third-party service providers (crucial for operations of the company) and our Promoters and members of the
Promoter Group.

As on the date of this Red Herring Prospectus, there is no conflict of interest between the lessor of the immovable
properties, (crucial for operations of the Company) and our Promoters and members of the Promoter Group.

Interest in property, land, construction of building and supply of machinery

Our Promoters do not have any interest in any property acquired by our Company in the three years preceding the
date of this Red Herring 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 or supply of machinery.

Payment or benefits to Promoters or Promoter Group

Except the remuneration paid to Rishi Das, who is the Chairman, Executive Director and Chief Executive Officer,
Meghna Agarwal who is the Chief Operating Officer and Executive Director, and Anshuman Das, who is a Non-
Executive Director of our Company, as disclosed in “Our Management” and other payments or benefits paid to
the Promoters and members of the Promoter Group as disclosed in “Restated Financial Information – Note 31 –
Related Party Disclosures” on pages 305 and 391, respectively, no amount or benefit has been paid or given by
our Company to our Promoters or any of the members of the Promoter Group during the two years preceding the
date of this Red Herring Prospectus nor is there any intention to pay or give any benefit to our Promoters or
Promoter Group as on the date of this Red Herring Prospectus.

Companies or firms with which our Promoters have disassociated in the last three years

Except as disclosed below, none of our Promoters have disassociated themselves from any companies or firms in
the three years preceding the date of this Red Herring Prospectus.

Sr. Name of
Name of the company or firm Date of dissociation Reason for dissociation
No. Promoter
1. Rishi Das ISPL Properties India LLP April 1, 2024 Voluntary disassociation
ISPL Properties India LLP April 1, 2024 Voluntary disassociation
Cuisines Enterprises December 2, 2024 Dissolution of firm
Meghna
2. Agarwal
Careernet Technologies Private
December 6, 2023 Voluntary disassociation
Limited
RAAS Group December 10, 2024 Dissolution of firm

Material guarantees

As on the date of this Red Herring Prospectus, our Promoters have not given any material guarantee to any third
party with respect to the Equity Shares of face value ₹1 each.

Other confirmations

Our Promoters are not wilful defaulters or fraudulent borrowers as defined under the SEBI ICDR Regulations.

Our Promoters are not fugitive economic offenders.

Our Promoters and members of the Promoter Group have not been prohibited from accessing the capital markets
under any order or direction passed by SEBI.

Our Promoters are not, and have not been in the past, a promoter or a director of any other company which is
336
prohibited from accessing or operating in capital markets under any order or direction passed by SEBI.

Except for Rishi Das who was a designated partner of Wellcheck Diabetasense LLP which was mandatorily struck
off by the registrar of companies in 2018, none of our Promoters’ names appear in the list of directors of struck-
off companies by the registrar of companies /MCA.

PROMOTER GROUP

In addition to our Promoters, the individuals and entities that form a part of the Promoter Group of our Company
in terms of Regulation 2(1)(pp) of the SEBI ICDR Regulations are set out below:

Natural persons who are part of the Promoter Group

Sr. Name of member of Promoter Relationship with the

Name of the Promoter
No Group Promoter
1. Rishi Das Meghna Agarwal Spouse
Ranjana Das Mother
Anshuman Das Brother
Siddharth Agarwal Son
Ananya Agarwal Daughter
Ramakant Agarwal Spouse’s Father
Bimla Agarwal Spouse’s Mother
Ashu Agarwal Spouse’s Sister
Nishu Agarwal Spouse’s Sister
2. Meghna Agarwal Rishi Das Spouse
Ramakant Agarwal Father
Bimla Agarwal Mother
Ashu Agarwal Sister
Nishu Agarwal Sister
Siddharth Agarwal Son
Ananya Agarwal Daughter
Ranjana Das Spouse’s Mother
Anshuman Das Spouse’s Brother
3. Anshuman Das Ranjana Das Mother
Rishi Das Brother
Ashu Agarwal Spouse
Anandita Agarwal Daughter
Anushka Agarwal Daughter
Ramakant Agarwal Spouse’s Father
Bimla Agarwal Spouse’s Mother
Meghna Agarwal Spouse’s Sister
Nishu Agarwal Spouse’s Sister

Entities forming part of the Promoter Group

As of the date of this Red Herring Prospectus, the companies, bodies corporate, firm, and HUF forming part of
our Promoter Group are as follows:

Sr. No Nature of the entities Name of the entities

1. Company Innoprop Spaces Private Limited
Careernet Technologies Private Limited
Careernet Consulting Inc
Hirepro Technologies Private Limited
Hirepro Consulting Private Limited
Million Minds Management Services Limited
2. Limited Liability Partnership firm ISPL Solar India LLP
ISPL Properties India LLP
Shinten Projects LLP
3. Partnership firm Ameyaa Spaces
337
Sr. No Nature of the entities Name of the entities
Ultrafine Minerals
Grub Group
4. Trusts MMARS Trust
SRI Family Trust
A4 Family Trust
Ranjana Ananth Charitable Trust

338
 DIVIDEND POLICY

The declaration and payment of dividend on our Equity Shares of face value ₹1 each, if any, will be recommended
by our Board and approved by our Shareholders, at their discretion, subject to the provisions of our Articles of
Association and the applicable laws including the Companies Act, 2013.

The dividend distribution policy of our Company was approved and adopted by our Board on December 18, 2024.
(“Dividend Policy”)

The dividend pay-out shall be determined by our Board after taking into account a number of factors, including
but not limited to: (i) internal factors such as profits earned and available for distribution during the financial year,
accumulated reserves including retained earnings, earnings outlook for next three to five years or organic growth
plans / expansions; and (ii) external factors such as significant changes in macro-economic environment materially
affecting the business in which the Company is engaged in the geographies in which the Company operates,
regulatory changes or other factors like statutory and contractual restrictions.

Our Company has not declared any dividend on the Equity Shares of our Company or Preference Shares in the
last three Fiscals and the period from April 1, 2025 until the date of this Red Herring Prospectus.

The amount of dividend paid in the past is not necessarily indicative of the dividend policy of our Company or
dividend amounts, if any, in the future. There is no guarantee that any dividends will be declared or paid in the
future on the Equity Shares. For details of risks in relation to our capability to pay dividend, see “Risk Factors –
Our Company may not be able to pay dividends in the future. Our ability to pay dividends in the future will depend
upon our future earnings, financial condition, profit after tax available for distribution, cash flows, working
capital requirements and capital expenditure and the terms of our financing arrangements.” on page 73.

339
 SECTION V: FINANCIAL INFORMATION

FINANCIAL STATEMENTS

Sr. No. Financial Statements Page No.

1. Examination report on the Restated Financial Information 341 – 344
2. Restated Financial Information 345 – 403

[Remainder of this page has been intentionally left blank]

340
341
342
343
344
Indiqube Spaces Limited (formerly known as Indiqube Spaces Private Limited, Innovent Spaces Private Limited)
Annexure I - Restated Statement of Assets and Liabilities
(All amounts in Rs. millions, except share data and per share data, and unless otherwise stated)

Annexure As at As at As at
VII Note 31 March 2025 31 March 2024 31 March 2023
ASSETS
Non - current assets
Property, plant and equipment 4 6,477.13 4,943.69 3,923.19
Capital work-in-progress 5 1,142.87 736.21 211.31
Right-of-use assets 6 32,995.55 25,876.31 21,500.37
Intangible assets 7 75.70 29.04 40.66
Intangible assets under development 8 - 56.97 28.47
Financial assets
(i) Investments 9 - 9.65 9.65
(ii) Other financial assets 10 1,916.96 1,506.01 1,293.11
Deferred tax assets (net) 29 1,264.13 1,005.68 487.40
Other tax assets (net) 29 196.80 132.98 405.85
Other non - current assets 11 681.22 710.04 693.26
Total non-current assets 44,750.36 35,006.58 28,593.27
Current assets
Financial assets
(i) Trade receivables 12 787.47 592.87 332.13
(ii) Cash and cash equivalents 13 59.44 3.71 104.42
(iii) Bank balances other than (ii) above 13 0.87 0.82 0.19
(iv) Other financial assets 10 175.37 209.56 202.92
Other current assets 11 1,077.72 865.59 460.24
Total current assets 2,100.87 1,672.55 1,099.90
Total assets 46,851.23 36,679.13 29,693.17

EQUITY AND LIABILITIES

Equity
Equity share capital 14 130.18 1.83 1.83
Instruments entirely equity in nature 14 71.69 10.10 -
Other equity 15 (232.98) 1,294.40 (3,082.84)
Total equity (31.11) 1,306.33 (3,081.01)
Non-current liabilities
Financial liabilities
(i) Borrowings 16 2,224.68 1,001.45 5,739.54
(ii) Lease liabilities 6 34,218.00 26,248.99 21,170.54
(iii) Other financial liabilities 18 1,990.15 1,671.36 1,394.39
Provisions 17 114.22 70.41 47.84
Other non-current liabilities 20 259.10 168.38 141.39
Total non-current liabilities 38,806.15 29,160.59 28,493.70
Current liabilities
Financial liabilities
(i) Borrowings 16 1,214.90 638.75 492.07
(ii) Lease liabilities 6 3,220.22 2,596.95 1,855.97
(iii) Trade payables 19
-Total outstanding dues of micro enterprises and small 187.06 193.55 97.48
enterprises
-Total outstanding dues of creditors other than micro 356.60 248.64 174.14
enterprises and small enterprises
(iv) Other financial liabilities 18 2,724.34 2,257.04 1,477.99
Other current liabilities 20 349.23 260.29 172.95
Provisions 17 23.84 16.99 9.88
Total current liabilities 8,076.19 6,212.21 4,280.48
Total liabilities 46,882.34 35,372.80 32,774.18
Total equity and liabilities 46,851.23 36,679.13 29,693.17

The above annexure should be read with Annexure V - Material Accounting Policies and Other Explanatory Notes to Restated Financial Information, Annexure VI - Statement of Restated Adjustments
to the Audited Financial Information and Annexure VII - Notes to the Restated Financial Information.

As per our report of even date attached.

for Walker Chandiok & Co LLP for and on behalf of the Board of Directors of
Chartered Accountants Indiqube Spaces Limited (formerly known as Indiqube Spaces Private Limited, Innovent Spaces Private Limited)
Firm registration No: 001076N/N500013 CIN: U45400KA2015PLC133523

Lokesh Khemka Rishi Das Meghna Agarwal Anshuman Das

Partner Director Director Director
Membership No: 067878 DIN - 00420103 DIN - 06944181 DIN - 00420772
Place: Bengaluru Place: Bengaluru Place: Bengaluru Place: Bengaluru
Date: 24 June 2025 Date: 24 June 2025 Date: 24 June 2025 Date: 24 June 2025

Pawan J Jain Pranav Ayanath Kuttiyat

Chief Financial Officer Company Secretary
Membership No: A57351
Place: Bengaluru Place: Bengaluru
Date: 24 June 2025 Date: 24 June 2025

345
Indiqube Spaces Limited (formerly known as Indiqube Spaces Private Limited, Innovent Spaces Private Limited)
Annexure II - Restated Statement of Profit and Loss (including other comprehensive income)
(All amounts in Rs. millions, except share data and per share data, and unless otherwise stated)

Annexure For the year ended For the year ended For the year ended
VII Note 31 March 2025 31 March 2024 31 March 2023
Income
Revenue from operations 21 10,592.86 8,305.73 5,797.38
Other income 22 436.45 370.87 215.37
Total income 11,029.31 8,676.60 6,012.75

Expenses
Purchases of traded goods 23 519.53 389.76 289.49
Employee benefits expense 24 758.26 637.68 435.29
Finance costs 25 3,303.51 2,560.02 1,880.08
Depreciation and amortisation expense 26 4,871.39 3,922.43 2,981.50
Other expenses 27 3,149.65 5,014.93 2,705.70
Total expenses 12,602.34 12,524.82 8,292.06

Loss before tax (1,573.03) (3,848.22) (2,279.31)

Tax expense 29
-Current tax 76.77 84.20 -
-Deferred tax (253.63) (517.34) (298.22)
Total tax expense (176.86) (433.14) (298.22)
Loss after tax (1,396.17) (3,415.08) (1,981.09)

Other comprehensive (loss) / income

Items that will not be reclassified subsequently to profit or loss
Re-measurement gains / (loss) on defined benefit plans (19.10) (3.22) 2.86
Income tax effect on above 4.81 0.94 (0.74)
Total other comprehensive (loss) / income , net of tax (14.29) (2.28) 2.12

Total comprehensive loss for the year (1,410.46) (3,417.36) (1,978.97)

Earnings per equity share [Face value of share Re.1 each

(31 March 2024 Re. 1 each); (31 March 2023 Re. 1 28
each)]:
Basic and Diluted (in Rs.) * (7.65) (26.09) (15.28)
* adjusted for effect of bonus shares and share split.

The above annexure should be read with Annexure V - Material Accounting Policies and Other Explanatory Notes to Restated Financial Information, Annexure VI - Statement of Restated
Adjustments to the Audited Financial Information and Annexure VII - Notes to the Restated Financial Information.

As per our report attached of even date attached.

for Walker Chandiok & Co LLP for and on behalf of the Board of Directors of
Chartered Accountants Indiqube Spaces Limited (formerly known as Indiqube Spaces Private Limited, Innovent Spaces Private Limited)
Firm registration No: 001076N/N500013 CIN: U45400KA2015PLC133523

Lokesh Khemka Rishi Das Meghna Agarwal Anshuman Das

Partner Director Director Director
Membership No: 067878 DIN - 00420103 DIN - 06944181 DIN - 00420772
Place: Bengaluru Place: Bengaluru Place: Bengaluru Place: Bengaluru
Date: 24 June 2025 Date: 24 June 2025 Date: 24 June 2025 Date: 24 June 2025

Pawan J Jain Pranav Ayanath Kuttiyat

Chief Financial Officer Company Secretary
Membership No: A57351
Place: Bengaluru Place: Bengaluru
Date: 24 June 2025 Date: 24 June 2025

346
Indiqube Spaces Limited (formerly known as Indiqube Spaces Private Limited, Innovent Spaces Private Limited)
Annexure III - Restated Statement of Changes in Equity
(All amounts in Rs. millions, except share data and per share data, and unless otherwise stated)

A. Equity share capital

Particulars Amount
Balance as an 01 April 2022 1.64
Changes in equity share capital during the year 0.19
Balance as at 31 March 2023 1.83
Balance as an 01 April 2023 1.83
Changes in equity share capital during the year -
Balance as at 31 March 2024 1.83
Balance as an 01 April 2024 1.83
Changes in equity share capital during the year 128.35
Balance as at 31 March 2025 130.18
B. Instruments entirely equity in nature
Compulsorily convertible cumulative preference shares
Particulars Amount
Balance as at 01 April 2022 -
Changes in compulsorily convertible cumulative preference shares during the year 1.54
Changes in compulsorily convertible cumulative preference shares due to reclassification as financial liability (1.54)
Balance as at 31 March 2023 -
Balance as at 01 April 2023 -
Changes in compulsorily convertible cumulative preference shares due to financial liability reinstated 10.10
Balance as at 31 March 2024 10.10

Balance as at 01 April 2024 10.10

Changes in compulsorily convertible cumulative preference shares during the year 61.59
Balance as at 31 March 2025 71.69

C. Other equity
Reserves and Surplus
Share Total equity
Share
application attributable to
Particulars Other Securities Retained options
money pending equity holders of the
allotment reserves premium earnings outstanding Company
account

Balance as at 01 April 2022 992.00 - 68.62 (2,447.61) - (1,386.99)

Share based payment (refer note 34) - - - - 35.31 35.31
Other comprehensive income for the year, net of tax - - - 2.12 - 2.12
Proceeds from issue of equity shares (992.00) - 1,239.81 - - 247.81
Loss for the year - - - (1,981.09) - (1,981.09)
Balance as at 31 March 2023 - - 1,308.43 (4,426.58) 35.31 (3,082.84)

Balance as at 01 April 2023 - - 1,308.43 (4,426.58) 35.31 (3,082.84)

Share based payment (refer note 34) - - - - 116.89 116.89
Other comprehensive loss for the year, net of tax - - - (2.28) - (2.28)
Reclassification of financial liability as equity instrument - 5,757.99 1,919.72 - - 7,677.71
Loss for the year - - - (3,415.08) - (3,415.08)
Balance as at 31 March 2024 - 5,757.99 3,228.15 (7,843.94) 152.20 1,294.40

Balance as at 01 April 2024 - 5,757.99 3,228.15 (7,843.94) 152.20 1,294.40

Share based payment (refer note 34) - - - - 73.02 73.02
Other comprehensive loss for the year, net of tax - - - (14.29) - (14.29)
Utilization towards Bonus issue (refer note 14) - - (189.94) - - (189.94)
Loss for the year - - - (1,396.17) - (1,396.17)
Balance as at 31 March 2025 - 5,757.99 3,038.21 (9,254.40) 225.22 (232.98)

The above annexure should be read with Annexure V - Material Accounting Policies and Other Explanatory Notes to Restated Financial Information, Annexure VI - Statement of Restated Adjustments
to the Audited Financial Information and Annexure VII - Notes to the Restated Financial Information.
As per our report of even date attached.
for Walker Chandiok & Co LLP for and on behalf of the Board of Directors of
Chartered Accountants Indiqube Spaces Limited (formerly known as Indiqube Spaces Private Limited, Innovent Spaces Private Limited)
Firm registration No: 001076N/N500013 CIN: U45400KA2015PLC133523

Lokesh Khemka Rishi Das Meghna Agarwal Anshuman Das

Partner Director Director Director
Membership No: 067878 DIN - 00420103 DIN - 06944181 DIN - 00420772

Place: Bengaluru Place: Bengaluru Place: Bengaluru Place: Bengaluru

Date: 24 June 2025 Date: 24 June 2025 Date: 24 June 2025 Date: 24 June 2025

Pawan J Jain Pranav Ayanath Kuttiyat

Chief Financial Officer Company Secretary
Membership No: A57351
Place: Bengaluru Place: Bengaluru
Date: 24 June 2025 Date: 24 June 2025

347
Indiqube Spaces Limited (formerly known as Indiqube Spaces Private Limited, Innovent Spaces Private Limited)
Annexure IV - Restated Statement of Cash Flows
(All amounts in Rs. millions, except share data and per share data, and unless otherwise stated)

Annexure For the year ended For the year ended For the year ended
Particulars
VII Note 31 March 2025 31 March 2024 31 March 2023
Cash flow from operating activities
Loss before tax (1,573.03) (3,848.22) (2,279.31)
Adjustments for:
Depreciation and amortisation expense 26 4,871.39 3,922.43 2,981.50
Allowance for doubtful advances and deposits 27 5.43 6.39 22.04
Allowance for expected credit losses 27 3.88 0.39 48.78
Impairment loss on property, plant and equipment 27 - 20.84 -
Property, plant and equipment written off 27 17.06 41.65 -
Finance costs 267.95 182.76 105.52
Interest expense on lease liabilities 25 2,810.40 2,211.95 1,692.79
Interest expense on security deposits received 25 225.16 165.31 81.76
Equity settled share based payments 24 73.02 116.89 35.31
Interest income on unwinding of fair valuation of security deposits 22 (119.68) (99.30) (61.99)
Interest income on unwinding of fair valuation of lease receivables 22 (21.31) (32.10) (36.68)
Gain on sale of investments (net) 22 (0.72) (0.15) (7.60)
Gain on termination of lease 22 (28.78) (49.20) -
Interest income on fixed deposits 22 (6.45) (5.01) (0.92)
Interest income on income tax refund 22 (6.25) (14.82) (18.79)
Income on amortisation of deferred income 22 (232.42) (170.05) (87.97)
Loss on fair valuation of financial liabilities 27 - 2,689.53 1,122.49
Reversal of provision for impairment of Property, plant and equipment 22 (20.84) - -
Operating cash flow before working capital changes 6,264.81 5,139.29 3,596.93

Changes in working capital

Change in trade receivables (198.50) (261.61) (136.67)
Change in other financial assets (694.31) (305.35) (551.36)
Change in other assets (315.18) (434.10) (471.98)
Change in trade payables 83.96 170.57 34.98
Change in other financial liabilities 665.49 598.60 683.63
Change in other liabilities 412.99 284.45 161.20
Change in provisions 31.56 26.45 11.86
Cash generated from operations 6,250.82 5,218.29 3,328.59
Income taxes refund / (paid) (net) (134.34) 203.49 (89.70)
Net cash generated from operating activities 6,116.48 5,421.78 3,238.89

Cash flow from investing activities

Purchase of property, plant and equipment, capital work-in-progress, intangible assets
(2,527.00) (1,835.44) (1,688.80)
under development and capital advances
Proceeds from sale of investments in equity instruments 10.37 - -
Initial direct cost on leases capitalized under right-of-use assets (49.09) (62.65) (30.72)
Proceeds from sale of property plant and equipment 5.51 4.63 -
Investment in term deposit (35.81) (38.45) (47.08)
Interest income received 6.45 5.01 0.92
Proceeds from sale of investments in mutual funds - - 28.89
Net cash used in investing activities (2,589.57) (1,926.90) (1,736.79)

Cash flow from financing activities

Proceeds from non-current borrowings 1,755.04 780.39 856.04
Repayment of non-current borrowings (368.36) (425.81) (482.34)
Proceeds from short-term borrowings (net) 499.56 - -
Payment of lease liabilities (including interest) 6 (v) (5,020.12) (3,819.66) (3,012.36)
Proceeds from issue of equity shares - - 248.00
Proceeds from issue of preference shares - - 1,009.99
Finance costs paid (240.98) (182.76) (112.16)
Net cash used in financing activities (3,374.86) (3,647.84) (1,492.83)

Net increase / (decrease) in cash and cash equivalents 152.05 (152.96) 9.27
Cash and cash equivalents at the beginning of the year 13.1 (325.81) (172.85) (182.12)
(Bank Overdraft) / Cash and cash equivalents at the end of the year 13.1 (173.76) (325.81) (172.85)

Note:
Components of cash and cash equivalents
Cash in hand 13.1 0.37 0.46 0.49
Balances with banks 13.1 59.07 3.25 103.93
Cash and cash equivalents as per balance sheet 13.1 59.44 3.71 104.42
Bank overdraft used for cash management purpose (233.20) (329.52) (277.27)
Cash and cash equivalents as per statement of cashflow (173.76) (325.81) (172.85)

348
Indiqube Spaces Limited (formerly known as Indiqube Spaces Private Limited, Innovent Spaces Private Limited)
Annexure IV - Restated Statement of Cash Flows (continued)
(All amounts in Rs. millions, except share data and per share data, and unless otherwise stated)

Non-cash financing and investing activities

For the year ended For the year ended For the year ended
Particulars Note
31 March 2025 31 March 2024 31 March 2023

Investment in equity shares of unlisted company 9 - - 9.65

Acquisition of right-of-use assets 6 11,302.49 7,700.04 6,615.95
Proceeds from issue of equity shares 15.2 - - 992.00

Changes in liabilities arising from financing activities

Reconciliation between opening and closing balances in the balance sheet for liabilities arising from financing activities:
Opening balance Non-cash Closing balance
Particulars Cash flows
01 April 2024 movement March 31, 2025
Non-current Borrowings (including current maturities of non-current borrowings) (refer
note 16)* 1,310.68 1,386.68 9.46 2,706.82

Short-term borrowings (refer note 16)* - 499.56 - 499.56

Lease liability (refer note 6) 28,845.94 (5,020.12) 13,612.40 37,438.22
Total liabilities from financing activities 30,156.62 (3,133.88) 13,621.86 40,644.60
Note : Non-cash movement includes finance charges on lease along with additions and deletions made during the year.

Opening balance Non-cash Closing balance

Particulars Cash flows
01 April 2023 movement March 31, 2024
Non-current Borrowings (including current maturities of non-current borrowings) (refer
note 16)* 5,954.34 354.58 (4,998.24) 1,310.68

Lease liability (refer note 6) 23,026.51 (3,819.66) 9,639.09 28,845.94

Total liabilities from financing activities 28,980.85 (3,465.08) 4,640.85 30,156.62
Note : Non-cash movement includes finance charges on lease along with additions and deletions made during the year.

Opening balance Non-cash Closing balance

Particulars Cash flows
1 April 2022 movement March 31, 2023
Non-current Borrowings (including current maturities of non-current borrowings) (refer
note 16)* 3,446.80 373.70 2,133.84 5,954.34

Lease liability (refer note 6) 17,967.49 (3,012.36) 8,071.38 23,026.51

Total liabilities from financing activities 21,414.29 (2,638.66) 10,205.22 28,980.85
Note : Non-cash movement includes finance charges on lease along with additions and deletions made during the year.

* Excludes bank overdraft

The above annexure should be read with Annexure V - Material Accounting Policies and Other Explanatory Notes to Restated Financial Information, Annexure VI - Statement of Restated Adjustments
to the Audited Financial Information and Annexure VII - Notes to the Restated Financial Information.

As per our report attached of even date

for Walker Chandiok & Co LLP for and on behalf of the Board of Directors of
Chartered Accountants Indiqube Spaces Limited (formerly known as Indiqube Spaces Private Limited, Innovent Spaces Private Limited)
Firm registration No: 001076N/N500013 CIN: U45400KA2015PLC133523

Lokesh Khemka Rishi Das Meghna Agarwal Anshuman Das

Partner Director Director Director
Membership No: 067878 DIN - 00420103 DIN - 06944181 DIN - 00420772

Place: Bengaluru Place: Bengaluru Place: Bengaluru Place: Bengaluru

Date: 24 June 2025 Date: 24 June 2025 Date: 24 June 2025 Date: 24 June 2025

Pawan J Jain Pranav Ayanath Kuttiyat

Chief Financial Officer Company Secretary
Membership No: A57351
Place: Bengaluru Place: Bengaluru
Date: 24 June 2025 Date: 24 June 2025

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Annexure V - Material Accounting Policies and Other Explanatory Notes to Restated Financial Information
(All amounts in Rs. millions, except share data and per share data, and unless otherwise stated)

1 Reporting Entity
Indiqube Spaces Limited (formerly known as Indiqube Spaces Private Limited, Innovent Spaces Private Limited) (“the Company”) was incorporated on 14 January 2015 as a private
limited company. The Company has its registered office at Bengaluru, Karnataka. The Company is primarily engaged in the business of leasing of network of shared work spaces of fully or
partly equipped premises and other related activities.
Pursuant to a special resolution passed in the extraordinary general meeting of the shareholders of the Company held on 09 October 2024, Company’s name has been changed from
Innovent Spaces Private Limited to Indiqube Spaces Private Limited. Further, pursuant to a special resolution passed in the extraordinary general meeting of the shareholders of the
Company held on 16 November 2024, Company has converted from Private Limited Company to Public Limited Company, and consequently the name of the Company has changed to
‘Indiqube Spaces Limited’ vide new certificate of incorporation obtained from the Registrar of Companies approved on 17 December 2024.

2 Basis of preparation
A. Statement of compliance
The Restated Financial Information comprise the Restated Statement of Asset and Liabilities as at 31 March 2025, 31 March 2024 and 31 March 2023, the Restated Statement of Profit
and Loss (including other comprehensive income), the Restated Statement of Cash Flows for the year ended 31 March 2025, 31 March 2024 and 31 March 2023, the Material
Accounting Policies and Other Explanatory Notes to the Restated Financial Information, Statement of Restated Adjustments to the Audited Financial Information and Notes to the
Restated Financial Information (collectively, the “Restated Financial Information”). The Restated Financial Information of the Company have been prepared to comply in all material
respects with the Indian Accounting Standards (“Ind AS”) as prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 (as amended
from time to time), presentation requirements of Division II of Schedule III to the Companies Act, 2013, as applicable to the Restated Financial Information and other relevant
provisions of the Act.

These Restated Financial Information have been prepared by the management as required under the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements Regulations, 2018, as amended (“ICDR Regulations”) issued by the Securities and Exchange Board of India ('SEBI'), in pursuance of the Securities and Exchange Board
of India Act, 1992, for the purpose of inclusion in the Red Herring Prospectus and Prospectus (collectively, the "Offer Documents") in connection with the proposed initial public
offering of equity shares of face value of Rs. 1 each (also refer note 14) of the Company comprising a fresh issue of equity shares and an offer for sale of equity shares held by the
selling shareholders (the “Offer”), prepared by the Company in terms of the requirements of:

a. Section 26 of Part I of Chapter III of the Companies Act, 2013 ("the Act")
b. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended; and
c. The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India (ICAI) (the “Guidance Note”)
The Restated Financial Information has been compiled by the Company from:

a) Audited financial statements of the Company as at and for the year ended 31 March 2025 has been prepared in accordance with the Indian Accounting Standards (referred to as “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, which have been approved by the Board of Directors at their meetings held on 24 June 2025.

b) Audited financial statements of the Company as at and for the year ended 31 March 2024 has been prepared in accordance with the Indian Accounting Standards (referred to as “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, which have been approved by the Board of Directors at their meetings held on 27 November 2024.

c) Audited Special Purpose Ind AS Financial Statements of the Company as at and for the year ended 31 March 2023 (hereinafter referred to as ‘2023 financial statements’), prepared
in accordance with the Indian Accounting Standards (referred to as “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, which have been approved by the Board of Directors at their meeting held on 18 December 2024.

The statutory audits of the financial statements of the Company as at and for the year ended 31 March 2023 prepared in accordance with the accounting standards notified under the
section 133 of the Act (“Indian GAAP”) (the “Statutory Indian GAAP Financial Statements”), which were approved by the Board of directors at their meeting held on 29 September
2023, were conducted by Predecessor Auditors and they have issued report dated 29 September 2023, on the Statutory Indian GAAP Financial Statements. The Statutory Indian GAAP
Financial Statements for the year ended 31 March 2023 have been adjusted after making suitable adjustments to the accounting heads from their Indian GAAP values for the
differences in the accounting principles on transition to Ind AS, as per the requirements of Ind AS 101, First-time Adoption of the Indian Accounting Standards with the transition date
of 01 April 2022 and as per the presentation, accounting policies and grouping/classifications followed as at and for the year ended 31 March 2025.

The Company has transitioned to Ind AS in the financial year ended 31 March 2024 and accordingly has prepared financial statements for the year ended 31 March 2024 in accordance
with Indian Accounting Standards as specified under Companies (Indian Accounting Standards) Rules 2015 prescribed by Section 133 of the Act using 01 April 2022 as transition date
for the statutory requirements under section 129 of the Act, in accordance with the roadmap on transition to Ind AS applicable to companies as announced by the Ministry of Corporate
Affairs and specified in Rule 4 of Companies (Indian Accounting Standards) 2015. Such statutory purpose financial statements were approved by the Board of Directors at their
meeting held on 27 November 2024. In accordance with the general directions issued by the SEBI dated 28 October 2021 to Association of Investment Banker of India, the transition
date considered for the purpose of Special Purpose Ind AS Financial Statements for the years ended 31 March 2023 is 01 April 2022. Accordingly, the Company has prepared 2023
financial statements with the transition date of 01 April 2022 and as per the presentation, accounting policies and grouping/classifications followed as at and for the for the year ended
31 March 2025.
During the year ended 31 March 2025, pursuant to a resolution passed in extraordinary general meeting of the Company dated 06 December 2024, shareholders have approved split of
Compulsory Convertible Preference Shares having face value of Rs. 10 each into Compulsory Convertible Preference Shares of face value of Re. 1 each (the “split”).

Further the shareholders had also approved the issuance of bonus shares to the equity shareholders in ratio of 70 shares for each share held as well as Compulsory Convertible
Preference Shareholders in ratio of 61 shares for 10 shares held. The record date for the said purpose was fixed as 30 November 2024. As required under Ind AS 33 - “Earning per
share”, the effect of split and bonus is adjusted to the weighted average number of equity shares outstanding during the reporting periods for the purpose of computing earning per share
for all the period presented retrospectively. As a result, the effect of such spilt and bonus has been considered in restated financial information for the purpose of calculating earning per
share (refer note 28 of the Restated Financial Information).
As required under Ind AS 33 “Earning per share” the effect of such split/bonus is required to be adjusted for the purpose of computing earnings per share for all the period presented
retrospectively. As a result, the effect of the Split / the Bonus has been considered in these Restated Financial Information for the purpose of calculating of earning per share.

This Restated Financial Information does not reflect the impact of any subsequent events or changes in estimates from the respective dates of the Board of Directors meetings held for
the adoption of the Audited financial statements, 2023 financial statements and Statutory Indian GAAP Financial Statements except as explained above.

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Annexure V - Material Accounting Policies and Other Explanatory Notes to Restated Financial Information

2 Basis of preparation (continued)

The Restated Financial Information have been prepared so as to contain information / disclosures and incorporating adjustments set out below in accordance with the SEBI ICDR
Regulations:

a) Adjustments to the profits or losses of the earlier periods and of the period in which the change in the accounting policy has taken place is recomputed to reflect what the profits or
losses of those periods would have been if a uniform accounting policy was followed in each of these periods, if any;
b) Adjustments for reclassification of the corresponding items of income, expenses, assets, liabilities and cash flows, in order to bring them in line with the groupings as per the Ind AS
financial statements as at and for the year ended 31 March 2025 and the requirements of the ICDR Regulations, if any; and
c) The resultant impact of tax due to the aforesaid adjustments, if any.

These Restated Financial Information have been prepared as a going concern on the basis of relevant Ind AS that are effective at the Company’s reporting date, 31 March 2025. These
Restated Financial Information are presented in Indian Rupees (INR), which is also the Company’s functional currency.

All amounts have been rounded to the nearest millions, unless otherwise indicated. The Restated Financial Information are approved for issue by the Company’s Board of Directors on
24 June 2025.

Details of the Company's material accounting policies are included in Note 3.

B. Basis of measurement
The restated financial information have been prepared on a going concern basis, the historical cost convention and on an accrual basis, except for the following material items which
have been measured at fair value as required by relevant Ind AS.

Items Measurement Basis

Financial instruments at FVTPL Fair Value
Share based payments Fair Value
Net defined benefit (asset) / liability Fair value of plan assets less present value of defined benefit obligations

C. Functional and presentation currency

These restated financial information are presented in Indian Rupees (Rs.), which is also the Company’s functional currency. All amounts have been rounded-off to two decimal places
to the nearest millions, unless otherwise indicated.

D. Use of estimates and judgements

In preparing these restated financial information, management has made judgements and estimates that affect the application of the Company’s accounting policies and the reported
amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and 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.

Judgements

Information about judgements made in applying accounting policies that have the most significant effects on the amounts recognized in the restated financial information is included in
the following notes:

- Note 6 - Lease term: whether the Company is reasonably certain to exercise extension options.
Assumptions and estimation uncertainties
Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment is included in the following notes:
- Note 4, 7 and 3(a),(b) and (c) (ii)- useful life of property, plant and equipment and intangible assets and impairment assessment thereon
- Note 6 and 3(d) - recognition of lease liabilities at present value requires determination of incremental borrowing rates
- Note 29 and 3(h)(ii) - recognition of deferred tax assets: availability of future taxable profit against which tax losses carried forward can be used
- Note 30 and 3(c)(i)- measurement of ECL allowance for trade receivables: key assumptions in determining the weighted-average loss rate
- Note 30 and 3(e) - Fair value measurement of financial instruments
\- Note 33 and 3(k) - measurement of defined benefit obligations: key actuarial assumptions

- Note 34 and 3(l)- measurement of share based payments: Fair value of option at the grant date
E. Measurement of fair values
Certain accounting policies and disclosures of the Company require the measurement of fair values, for both financial and non financial assets and liabilities.
The Company has an established control framework with respect to the measurement of fair values. The company regularly reviews significant unobservable inputs and valuation
adjustments. If third party information, is used to measure the fair values, then the company assess the evidence obtained from the third parties to support the conclusion that these
valuations meet the requirements of the Ind AS, including the level in the fair value hierarchy in which the valuations should be classified.

Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:

- Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities
- Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices)

- Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
When measuring the fair value of an asset or a liability, the Company uses observable market data as far as possible. If the inputs used to measure the fair value of an asset or a liability
fall into a different levels of the fair value hierarchy, then the fair value measurement is categorized in its entirely in the same level of the fair value hierarchy as the lowest level input
that is significant to the entire measurement.

Further information about the assumptions made in the measuring fair values is included in the following notes:
- Note 34 - share-based payment; and
- Note 30 - financial instruments

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Annexure V - Material Accounting Policies and Other Explanatory Notes to Restated Financial Information

2 Basis of preparation (continued)

F. Current/ non-current classification
An asset is classified as current asset when:
a) it is expected to be realized in, or is intended for sale or consumption in, the entity’s normal operating cycle;
b) it is held primarily for the purpose of being traded;
c) it is expected to be realized within twelve months after the balance sheet date; or
d) it is cash or a cash equivalent unless it is restricted from being exchanged or used to settle a liability for at least twelve months after the balance sheet date.
All other assets are classified as non-current.

A liability is classified as current when:

a) it is expected to be settled in, the entity’s normal operating cycle;
b) it is held primarily for the purpose of being traded;
c) it is due to be settled within twelve months after the balance sheet date; or
d) the Company does not have an unconditional right to defer settlement of the liability for at least twelve months after the balance sheet date.
All other liabilities are classified as non-current.
All assets and liabilities have been classified as current or non-current as per the Company’s normal operating cycle and other criteria set out above.

Operating Cycle
Based on the nature of products / activities of the Company and the normal time between acquisition of assets and their realization in cash or cash equivalents, the Company has
determined its operating cycle as 12 months for the purpose of classification of its assets and liabilities as current and non-current.
3 Material accounting policies
The accounting policies set out below have been applied consistently to all periods presented in these restated financial information.
(a) Property, plant and equipment
i. Recognition and measurement
The cost of an item of property, plant and equipment shall be recognised as an asset if, and only if it is probable that future economic benefits associated with the item will flow to the
Company and the cost of the item can be measured reliably.
If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and
equipments.
Property, plant and equipment are carried at cost less accumulated depreciation and impairment losses, if any. The cost of property, plant and equipment comprises its purchase
price/acquisition cost, net of any trade discounts and rebates, any import duties and other taxes (other than those subsequently recoverable from the tax authorities), any directly
attributable expenditure on making the asset ready for its intended use, other incidental expenses, plant and equipment up to the date the asset is ready for its intended use. Subsequent
expenditure on property, plant and equipment after its purchase/completion is capitalized only if the cost of item can be measured reliably.

An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from continued use of the asset. Any gain or loss
arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is
recognized in the statement of profit and loss. Repairs and maintenance costs are recognized in the statement of profit and loss when incurred.

Advances paid towards acquisition of property, plant and equipment outstanding at each balance sheet date is classified as capital advances and the cost of assets not put to use before
such date are disclosed under 'Capital work-in-progress'.

ii. Transition to Ind AS

The cost of property, plant and equipment as at 01 April 2022, the company's date of transition to Ind AS, was determined with reference to its carrying value recognized as per the
previous GAAP (deemed cost), as at the date of transition to Ind AS.

iii. Subsequent Expenditure

Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated with the expenditure will flow to the Company and the cost of the item can be
measured reliably.

iv. Depreciation
Depreciation on property, plant and equipment is provided on the straight-line method over the useful life and in the manner prescribed in Schedule II to the Act. However, where the
management’s estimate of the remaining useful life of the assets on a review subsequent to the time of acquisition is different, then depreciation is provided over the remaining useful
life based on the revised useful life.

Management Useful life as per Schedule

Asset category
estimate of useful life II
Leasehold improvements 10 years or lease term whichever is lower Lease term
Plant and machinery 10 years 10 years
Furniture and fixtures 10 years 10 years
Computers 3 years 3 years
Vehicles 8 years 8 years
Office equipments 5 years 5 years

The Company believes the useful lives as given above best represent the useful life of these assets based on internal assessment, which is different from the useful lives as prescribed
under Schedule II of the Companies Act, 2013.
The useful lives and methods of depreciation of property, plant and equipment are reviewed at each reporting date and adjusted, if appropriate.
v. Capital work-in-progress includes cost of property, plant and equipment under installation / under development as at the balance sheet date.
(b) Intangible Assets
i. Recognition and measurement and amortization
Intangible Assets:
Intangible assets are stated at cost less accumulated amortization and accumulated impairment losses. Intangible assets are amortized over their respective estimated useful lives on a
straight line basis, from the date that they are available for use. The estimated useful life of an identifiable intangible assets is based on a number of factors including the effects of
obsolescence, demand, competition and other economic factors (such as the stability of the industry and known technological advances) and the level of maintenance expenditures required
to obtain the expected future cash flows from the asset.

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Annexure V - Material Accounting Policies and Other Explanatory Notes to Restated Financial Information

3 Material accounting policies (continued)

(b) Intangible Assets (continued)
The estimated useful lives are as follows:
Asset Useful Life
Computer Software 3 years
Trademarks and copyrights 3 years
Amortization method and useful lives are reviewed at the end of each financial year and adjusted if appropriate.

Intangible assets under development:

Development expenditure is capitalized as part of the cost of the resulting intangible asset only if the expenditure can be measured reliably, the product or process is technically and
commercially feasible, future economic benefits are probable and the Company intends to and has sufficient resources to complete development and to use or sell the asset. Otherwise, it is
recognized in profit or loss as incurred.

ii. Subsequent Expenditure

Subsequent expenditure is capitalized only when it increases the future economic benefits and cost can be measured reliably embodied in the specific asset to which it relates.
iii. Transition to Ind AS
The cost of Intangible assets as at 01 April 2022, the company's date of transition to Ind AS, was determined with reference to its carrying value recognized as per the previous GAAP
(deemed cost), as at the date of transition to Ind AS.

(c) Impairment
i. Financial Assets
The Company recognizes loss allowances using the expected credit loss (ECL) model for the financial assets which are not fair valued through profit or loss. Loss allowance for trade
receivables with no significant financing component is measured at an amount equal to lifetime ECL. For all other financial assets, expected credit losses are measured at an amount equal
to the 12-month ECL, unless there has been a significant increase in credit risk from initial recognition in which case those are measured at lifetime ECL. The amount of expected credit
losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized is recognized as an impairment gain or loss in profit or
loss.
A financial asset is ‘credit impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.
Evidence that a financial asset is credit-impaired includes the following observable data:
- Significant financial difficulty of the debtor;
- A breach of contract such as a default or being more than 365 days past due or
- It is probable that the debtor will enter into bankruptcy or other financial reorganisation.

Write off
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. This is generally the case when the
Company determines that the debtor does not have assets or sources of income that could generate sufficient cash flows to repay the amounts subject to the write‑off.
Company considers a financial asset to be in default when:
The debtor is unlikely to pay its credit obligations to the Company in full, without full recourse by the Company to action such as realizing security (if any is held).
Measurement of ECLs
Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the entity in accordance with the contract and the cash flows that the
Company expects to receive). Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets, if any.
Loss allowances for trade receivables are always measured at an amount equal to lifetime expected credit losses. Lifetime expected credit losses are the expected credit losses that result
from all possible default events over the expected life of a financial instrument. In all cases, the maximum period considered when estimating expected credit losses is the maximum
contractual period over which the Company is exposed to credit risk.

ii. Non - financial assets

Intangible assets and property, plant and equipment, Capital work-in-progress and Intangible assets under development are evaluated for recoverability whenever events or changes in
circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell
and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash inflows that are largely independent of those from other assets. In such cases, the
recoverable amount is determined for the CGU to which the asset belongs. If such assets are considered to be impaired, the impairment to be recognized in the Statement of Profit and Loss
is measured by the amount by which the carrying value of the assets exceeds the estimated recoverable amount of the asset. An impairment loss is reversed (except for goodwill) in the
Statement of Profit and Loss if there has been a change in the estimates used to determine the recoverable amount. The carrying amount of the asset is increased to its revised recoverable
amount, provided that this amount does not exceed the carrying amount that would have been determined (net of any accumulated amortization or depreciation) had no impairment loss
been recognized for the asset in prior years.

(d) Leases
At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an
identified asset for a period of time in exchange for consideration.

As a lessee
The Company applies a single recognition and measurement approach for all leases except for short-term leases and low-value leases. The Company recognizes lease liabilities to make
lease payments and right-of-use assets representing the right to use the underlying assets. The nature of expenses related to those leases has changed from lease rent in previous periods to
(i) amortization for the right-to-use asset, and (ii) interest accrued on lease liability.

i) Right-of-use assets:

The Company recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial
amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and
remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the
end of the lease term, unless the lease transfers ownership of the underlying asset to the Company by the end of the lease term or the cost of the right-of-use asset reflects that the
Company will exercise a purchase option. In that case the right-of-use asset will be depreciated over the useful life of the underlying asset, which is determined on the same basis as
those of property and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

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Annexure V - Material Accounting Policies and Other Explanatory Notes to Restated Financial Information
3 Material accounting policies (continued)
(d) Leases (continued)
ii) Lease Liabilities:
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or,
if that rate cannot be readily determined, the Company’s incremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate. Lease payments
included in the measurement of the lease liability comprise fixed payments.
The Company determines its incremental borrowing rate by obtaining interest rates from various external financing sources and makes certain adjustments to reflect the terms of the
lease and type of the asset leased.
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index
or rate, if there is a change in the Company’s estimate of the amount expected to be payable under a residual value guarantee, if the Company changes its assessment of whether it will
exercise a purchase, extension or termination option or if there is a revised in-substance fixed lease payment.

In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term , a change in the lease payments or change in the assessment of an
option to purchase the underlying asset.
iii) Short-term leases and leases of low-value assets:
The Company elects not to recognize right-of-use assets and lease liabilities for leases of low-value assets and short-term leases, including IT equipment. The company recognized the
lease payments associated with these leases as an expense in profit or loss on a straight-line basis over the lease term.

iv) Modifications to a lease

A lessee accounts for a lease modification as a separate lease if both of the following conditions exist:
– the modification increases the scope of the lease by adding the right to use one or more underlying assets; and
– the consideration for the lease increases by an amount commensurate with the stand-alone price for the increase in scope and any appropriate adjustments to that stand-alone price to
reflect the circumstances of the particular contract.

In this case, the lessee accounts for the separate lease in the same way as any new lease and makes no adjustment to the accounting for the initial lease. The lessee uses a revised
discount rate to account for the separate lease. The new rate is determined at the effective date of the modification. The lessee uses the interest rate implicit in the lease if it is readily
determinable; otherwise the lessee uses its incremental borrowing rate.

For a lease modification that is not accounted for as a separate lease, at the effective date of the lease modification a lessee shall:
- allocate the consideration in the modified contract
- determine the lease term of the modified lease
- remeasure the lease liability by discounting the revised lease payments using a revised discount rate. The revised discount rate is determined as the interest rate implicit in the lease for
the remainder of the lease term, if that rate can be readily determined, or the lessee’s incremental borrowing rate at the effective date of the modification, if the interest rate implicit in
the lease cannot be readily determined.
As a lessor
At inception or on modification of a contract that contains a lease component, the Company allocates the consideration in the contract to each lease component on the basis of their relative
standalone prices.
When the Company acts as a lessor, it determines at lease inception whether each lease is a finance lease or an operating lease.
The Company recognises lease payments received under operating leases as income on a straight-line basis over the lease term as part of ‘other income'.
To classify each lease, the Company makes an overall assessment of whether the lease transfers substantially all of the risks and rewards incidental to ownership of the underlying asset. If
this is the case, then the lease is a finance lease; if not, then it is an operating lease. As part of this assessment, the Company considers certain indicators such as whether the lease is for the
major part of the economic life of the asset.
When the Company is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to
the right-of-use asset arising from the head lease, not with reference to the underlying asset. If a head lease is a short-term lease to which the Company applies the exemption described
above, then it classifies the sub-lease as an operating lease.

When the Company as an intermediate lessor enters into an intermediate finance lease, it derecognises the right-of-use asset under the head lease which it transfers to the sub lessee,
recognises the net investment in the sublease as an asset, recognises the difference between the right-of-use asset and the net investment as a gain or loss and continue to recognise the lease
liability, i.e., the lease payments owed to the head lessor, for the head lease. Over the sublease term, the intermediate lessor recognises the interest income from the sublease and the interest
expense for the head lease.
(e) Financial instruments
i Recognition and initial measurement
Trade receivables are initially recognized when they are originated. All other financial assets and financial liabilities are initially recognized when it becomes a party to the contractual
provisions of the instrument. All financial assets (unless it is a trade receivable without a significant financing component) and liabilities are measured at fair value on initial recognition.
Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities, that are not at fair value through profit or loss, are added to the fair
value on initial recognition. A trade receivable without a significant financing component is initially measured at the transaction price.

ii Classification and subsequent measurement

Financial Assets
On initial recognition, a financial asset is classified as measured at:
- amortised cost;
- FVOCI – debt investment;
- FVOCI – equity investment; or
- FVTPL
Financial assets are not reclassified subsequent to their initial recognition unless the Company changes its business model for managing financial assets, in which case all affected
financial assets are reclassified on the first day of the first reporting period following the change in the business model.
Financial assets carried at amortized cost
A financial asset is subsequently measured at amortized cost if it is held within a business model whose objective is to hold the asset in order to collect contractual cash flows and the
contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

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Indiqube Spaces Limited (formerly known as Indiqube Spaces Private Limited, Innovent Spaces Private Limited)

Annexure V - Material Accounting Policies and Other Explanatory Notes to Restated Financial Information
3 Material accounting policies (continued)
(e) Financial instruments (continued)
ii Classification and subsequent measurement (continued)
Financial assets at fair value through other comprehensive income
A financial asset is subsequently measured at fair value through other comprehensive income if it is held within a business model whose objective is achieved by both collecting
contractual cash flows and selling financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and
interest on the principal amount outstanding.
Financial assets at fair value through profit or loss
A financial asset which is not classified in any of the above categories are subsequently fair valued through profit or loss.
Financial liabilities
Financial liabilities are subsequently carried at amortized cost using the effective interest method. For trade and other payables maturing within one year from the Balance Sheet date,
the carrying amounts approximate fair value due to the short maturity of these instruments.
iii Derecognition
Financial assets
The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the right to receive the contractual cash flows in
a transaction in which substantially all of the risks and rewards of ownership of the financial assets are transferred or in which the Company neither transfers nor retains substantially all
of the risks and rewards of ownership and does not retain control of the financial asset.

If the Company enters into transactions whereby the transfers assets recognized on its balance sheet, but retains either all or substantially all of the risks and rewards of the transferred
assets, the transferred assets are not derecognized.

Financial liabilities
The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire.
The Company also derecognizes a financial liability when its terms are modified and the cash flows under the modified terms are substantially different. In this case, a new financial
liability based on the modified terms is recognized at fair value. The difference between the carrying amount of the financial liability extinguished and a new financial liability with
modified terms is recognized in the Statement of Profit and Loss.

iv Offsetting
Financial assets and financial liabilities are offset and the net amount presented in the balance sheet when, and only when, the Company currently has a legally enforceable right to set
off the amounts and it intends either to settle them on a net basis or realize the asset and settle the liability simultaneously.
iv Compound Financial Instrument
On initial recognition, the liability component of the compound financial instrument is first measured at its fair value. The equity component is measured as the residual amount that
results from deducting the fair value of the liability component from the initial carrying amount of the instrument as a whole. Any directly attributable transaction costs are allocated to
the liability and equity components in proportion to their initial carrying amounts.

Subsequent to initial recognition, the liability component of the compound financial instruments is re-measured at fair value at each reporting period end. The difference in the fair value
of liability component is recognized in the statement of profit and loss. The equity component of the compound financial instrument is remeasured subsequently.

(f) Revenue Recognition

Revenue from contracts with customers
Revenue is recognised on the basis of approved contracts regarding the transfer of goods or services to a customer for an amount that reflects the consideration to which the entity expects
to be entitled in exchange for those goods and services.

Revenue towards satisfaction of a performance obligation is measured at the amount of transaction price (net of variable consideration) allocated to that performance obligation. The
transaction price of goods sold and services rendered is net of variable consideration. Any amounts receivable from the customer are recognised as revenue after the control over the goods
sold and services rendered are transferred to the customer.

Variable consideration includes incentives, rebates, discounts etc. which is estimated at contract inception considering the terms of various schemes with customers and constrained until it
is highly probable that a significant revenue reversal in the amount of cumulative revenue recognised will not occur when the associated uncertainty with the variable consideration is
subsequently resolved. It is reassessed at the end of each reporting period.

Satisfaction of performance obligation

Revenue is recognised when (or as) the Company satisfies a performance obligation by transferring a promised good or service (i.e. an asset) to a customer. An asset is transferred when (or
as) the customer obtains control of that asset. For each performance obligation identified, the Company determine at contract inception whether it satisfies the performance obligation over
time or satisfies the performance obligation at a point in time.
Where performance obligation is satisfied over time, the Company recognizes revenue over the contract period. Where performance obligation is satisfied at a point in time, Company
recognizes revenue when customer obtains control of promised goods and services in the contract.

Rental income
Service revenue includes rental revenue for use of leased premises and related ancillary services. Revenue from leased out premises under an operating lease is recognized on a straight line
basis over the non- cancellable period ('lease term for revenue'), except where there is an uncertainty of ultimate collection. After lease term for revenue or where there is no non-cancellable
period, 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.

Electricity and maintenance services

Revenue from electricity and maintenance services are recognised monthly, on accrual basis, in accordance with the terms of the respective agreement as and when the services are
rendered.

Other ancillary services

Revenue from others ancillary services mainly includes IT support services and other value added services. It is recognised as and when the services are rendered in accordance with the
terms of respective agreements.

Contract liability
A contract liability is the obligation to transfer goods or services to a customer for which the Company has received consideration (or an amount of consideration is due) from the customer.
If a customer pays consideration before the Company transfers goods or services to the customer, a contract liability is recognized when the payment is made or the payment is due
(whichever is earlier). Contract liabilities are recognized as revenue when the Company performs under the contract.
Sale of goods
Revenue from sale of goods is recognised on transfer of control of ownership of goods to the buyer and when no significant uncertainty exists regarding the amount of consideration that
will be delivered.

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Indiqube Spaces Limited (formerly known as Indiqube Spaces Private Limited, Innovent Spaces Private Limited)

Annexure V - Material Accounting Policies and Other Explanatory Notes to Restated Financial Information
3 Material accounting policies (continued)
(g) Recognition of interest income
Interest income is recognised using the effective interest method ('EIR').
(h) Income Tax
Income tax comprises of current tax and deferred tax. It is recognized in profit or loss except to the extent that it relates to a business combination or to an item recognized directly in equity
or in other comprehensive income.

i Current Tax
Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to the tax payable or receivable in respect of previous years.
The amount of current tax reflects the best estimate of the tax amount expected to be paid or received after considering the uncertainty, if any related to income taxes. It is measured
using tax rates (and tax laws) enacted or substantively enacted by the reporting date.
ii Deferred Tax
Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the corresponding amounts
used for taxation purposes. Deferred tax is also recognized in respect of carried forward tax losses and tax credits.

Deferred tax assets are recognized for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be
available against which they can be used. Deferred tax assets recognized or unrecognized are reviewed at each reporting date and are recognized / reduced to the extent that it is
probable / no longer probable respectively that the related tax benefit will be realized. Deferred tax is measured at the tax rates that are expected to apply to the period when the asset is
realized or the liability is settled, based on the laws that have been enacted or substantively enacted by the reporting date. The measurement of deferred tax reflects the tax
consequences that would follow from the manner in which the Company expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.

The Company offsets, the current tax assets and liabilities (on a year on year basis) and deferred tax assets and liabilities, where it has a legally enforceable right and where it intends to
settle such assets and liabilities on a net basis.

The Company recognizes deferred tax related to assets and liabilities separately arising from a single transaction that give rise to equal and off-setting differences.
MAT payable for a year is charged to the Statement of Profit and Loss as current tax. The Company recognizes MAT credit available as an asset only to the extent that there is
convincing evidence that the Company will pay normal income tax during the specified period, i.e., the period for which MAT credit is allowed to be carried forward. In the year in
which the Company recognizes MAT credit as an asset in accordance with the Guidance Note on Accounting for Credit Available in respect of Minimum Alternative Tax under the
Income-tax Act, 1961, the said asset is created by way of credit to the Statement of Profit and Loss and shown as ‘MAT Credit Entitlement’ under Deferred Tax. The Company reviews
the same at each reporting date and writes down the asset to the extent the Company does not have convincing evidence that it will pay normal tax during the specified period.

(i) Borrowing costs

Borrowing costs are interest and other costs incurred in connection with the borrowing of funds. All borrowing costs are expensed in the period in which they incur in the Statement of
profit and loss.

(j) Provision, contingent assets and contingent liabilities

i General
Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic
benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the Company expects some or all of a provision to be
reimbursed, the expense relating to a provision is presented in the Statement of Profit and Loss net of any reimbursement.

If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When
discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.

ii Contingent liabilities
A disclosure for contingent liabilities is made where there is a possible obligation or a present obligation that may probably not require an outflow of resources. When there is a possible
or a present obligation where the likelihood of outflow of resources is remote, no provision or disclosure is made.

iii Contingent assets

Contingent asset is not recognised in restated financial information since this may result in the recognition of income that may never be realised. However, when the realisation of
income is virtually certain, then the related asset is not a contingent asset and is recognized.

(k) Employee benefits

i Defined contribution plans
A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and will have no legal or constructive obligation to
pay further amounts. The Company makes specified monthly contributions towards government administered provident fund scheme. Obligations for contributions to defined
contribution plans are recognized as an employee benefit expense in profit or loss in the periods during which the related services are rendered by employees.

Provident fund
Contribution towards provident fund for certain employees is made to the regulatory authorities, where the Company has no further obligations. Such benefits are classified as Defined
Contribution Schemes as the Company does not carry any further obligations, apart from the contributions made on a monthly basis.

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Indiqube Spaces Limited (formerly known as Indiqube Spaces Private Limited, Innovent Spaces Private Limited)

Annexure V - Material Accounting Policies and Other Explanatory Notes to Restated Financial Information
3 Material accounting policies (continued)
(k) Employee benefits (continued)
ii Defined benefit plans
Gratuity
Gratuity liability is a defined benefit obligation and is provided on the basis of actuarial valuation, based on projected unit credit method at the balance sheet date, carried out by an
independent actuary. Actuarial gains and losses comprise experience adjustments and the effect of changes in the actuarial assumptions and are recognised in full in the period in which
they occur in the OCI. The Company determines the net interest expense / (income) on the net defined benefit liability / (asset) for the period by applying the discount rate used to
measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability/ (asset), taking into account any changes in the net defined benefit
liability/ (asset) during the period as a result of contributions and benefit payments. Net interest expense and other expenses related to defined benefit plans are recognised in profit or
loss.

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service (‘past service cost’ or ‘past service gain’) or the gain or
loss on curtailment is recognised immediately in profit or loss. The Company recognises gains and losses on the settlement of a defined benefit plan when the settlement occurs.

iii. Compensated leave

Benefits under the Company's compensated absences scheme constitute other long term employee benefits. The obligation in respect of compensated absences is provided on the basis
of an actuarial valuation carried out by an independent actuary using the Projected Unit Credit Method, which recognizes each period of service as giving rise to an additional unit of
employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation is measured at the present value of estimated future cash flows. The
discount rates used for determining the present value of obligation under defined benefit plan, is based on the market yields as at balance sheet date on Government securities, having
maturity periods approximating to the terms of related obligations.

Actuarial gains and losses are recognized immediately in the statement of profit and loss. To the extent the Company does not have an unconditional right to defer the utilization or
encashment of the accumulated compensated absences, the liability determined based on actuarial valuation is considered to be a current liabilities.
(l) Share-based payments
The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation model. That cost is recognized in the statement of
profit and loss, together with a corresponding increase in share option outstanding account in other equity, over the period in which the performance and/or service conditions are fulfilled in
employee benefits expense. The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share.

(m) Segment reporting

The Company has the policy of reporting the segments in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (CODM). The chief operating
decision maker is considered to be the Board of Directors who makes strategic decisions and is responsible for allocating resources and assessing performance of the operating segments.

(n) Cash and cash equivalents

Cash and cash equivalents includes cash in hand, demand deposits with banks, other short-term highly liquid investments with original maturities of three months or less.

(o) Earnings per share

Basic Earnings Per Share (‘EPS’) is computed by dividing the net profit attributable to the equity shareholders by the weighted average number of equity shares outstanding during the year.
Diluted earnings per share is computed by dividing the net profit by the weighted average number of equity shares considered for deriving basic earnings per share and also the weighted
average number of equity shares that could have been issued upon conversion of all dilutive potential equity shares. Dilutive potential equity shares are deemed converted as of the
beginning of the year, unless issued at a later date. In computing diluted earnings per share, only potential equity shares that are dilutive and that either reduces earnings per share or
increases loss per share are included. The number of shares and potentially dilutive equity shares are adjusted retrospectively for all periods presented for the share splits.

(p) Share capital

i. Equity shares - Incremental costs directly attributable to the issue of equity shares are recognised as a deduction from equity. Income tax relating to transaction costs of an equity
transaction is accounted for in accordance with Ind AS 12.
ii. Preference shares - The Company’s compulsorily convertible preference shares are classified as equity or financial liabilities, depending upon the terms of issue of the instruments and
other rights and obligations of the parties in accordance with requirement of Ind AS 32. Non‐discretionary dividends thereon are recognised accordingly as dividend or interest expense, as
accrued.

(q) Cash flow statement

Cash flows are reported using indirect method, whereby net profits before tax is adjusted for the effects of transactions of a non-cash nature and any deferrals or accruals of past or future
cash receipts or payments and items of income or expenses associated with investing or financing cash flows. The cash flows from regular revenue generating (operating activities),
investing and financing activities of the Company are segregated.

Bank overdraft is considered as integral part of cash and cash equivalents in cash flow and the same is netted off against cash and cash equivalents in cash flow statement.

(r) Recent accounting pronouncements

The Ministry of Corporate Affairs (“MCA”) notified new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules, as issued from time to
time. The Company evaluated the following amendments for the first-time during the current year which are effective from 1 April, 2024.

Ind AS 116 - Lease liability in a sale and leaseback

On 9 September 2024, MCA notified amendments to Ind AS 116 via Companies (Indian Accounting Standards) Second Amendment Rules, 2024. The amendments require an entity to
recognise lease liability including variable lease payments which are not linked to index or a rate in a way it does not result in gain on Right of Use asset it retains. The Company has
evaluated the amendment and there is no impact on its financial statements.

Introduction of Ind AS 117 - Insurance contracts

On 12 August 2024 MCA notified the introduction of Ind AS 117 - Insurance contracts via Companies (Indian Accounting Standards) Amendment Rules, 2024. It is a comprehensive
standard that prescribes, recognition, measurement and disclosure requirements, to avoid diversities in practice for accounting insurance contracts and it applies to all companies i.e., to all
"insurance contracts" regardless of the issuer. However, Ind AS 117 is not applicable to the entities which are insurance companies registered with IRDAI. The Company has evaluated the
amendments and there is no impact on its financial statements.

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Indiqube Spaces Limited (formerly known as Indiqube Spaces Private Limited, Innovent Spaces Private Limited)
Annexure VI - Statement of Restated Adjustments to the Audited Financial Information
(All amounts in Rs. millions, except share data and per share data, and unless otherwise stated)

Part A : Statement of adjustments to Restated Financial information

The difference between the statutory financial statements and special purpose financial statements for the year ended 31 March 2023 is on account of transition to Ind AS as explained in note 2A.
Refer note 38 for further details.

Reconciliation between total equity as per the statutory financial statements for the year ended 31 March 2025, 31 March 2024 and special purpose financial statements for the year
ended 31 March 2023 with restated financial information:
As at As at As at
Particulars
31 March 2025 31 March 2024 31 March 2023
Total equity (as per audited financial statements) (31.11) 1,306.33 (3,081.01)
(i) Audit qualifications - - -
(ii) Adjustments due to change in accounting policy / material errors / other adjustments - - -
(iii) Deferred tax impact on adjustments in (i) and (ii), as applicable - - -
Total Adjustments (i+ii+iii) - - -
Total Equity as per restated summary statement of assets and liabilities (31.11) 1,306.33 (3,081.01)

Reconciliation between loss after tax as per the statutory financial statements for the year ended 31 March 2025, 31 March 2024 and special purpose financial statements for the year
ended 31 March 2023 with restated financial information:
As at As at As at
Particulars
31 March 2025 31 March 2024 31 March 2023
Loss after tax (as per audited financial statements) (1,396.17) (3,415.08) (1,981.09)
(i) Audit qualifications - - -
(ii) Adjustments due to change in accounting policy / material errors / other adjustments - - -
(iii) Deferred tax impact on adjustments in (i) and (ii), as applicable - - -
Total Adjustments (i+ii+iii) - - -
Restated loss after tax for the year (1,396.17) (3,415.08) (1,981.09)

Part B: non-adjusting events

(a) Audit qualifications for the respective years, which do not require any adjustments in the restated financial information are as follows:
There are no audit qualifications in auditors report on the financial statements for the year ended 31 March 2025, 31 March 2024 and 31 March 2023.

(b) Emphasis of matters in the Auditors’ report which do not require any corrective adjustments in the restated financial information:
As at and for the year ended 31 March 2023:
Emphasis of matter – Basis of Preparation and Restriction on Distribution and Use
We draw attention to Note 2A to the financial statements, which describes the basis of preparation of these special purpose Ind AS financial statements. As explained therein, these special
purpose Ind AS financial statements have been prepared by the Company in response to the requirements of the e-mail dated 28 October 2021 from Securities and Exchange Board of India
(“SEBI”) to Association of Investment Bankers of India, instructing lead managers to ensure that companies provide financial statements prepared in accordance with Indian Accounting
Standards (Ind-AS) for all the three years and stub period (hereinafter referred to as the “the SEBI e-mail”) for submission to SEBI. Accordingly, the attached financial statements may not be
suitable for any other purpose and this report should not be used, referred to or distributed for any other purpose , except for the use of current statutory auditors (Walker Chandiok & Co LLP) of
the Company in connection with their examination of the restated financial statements in connection with the Company’s proposed Initial Public Offer of equity shares. Our opinion is not
modified in respect of this matter.

c) Reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended), which do not require any adjustments in the restated financial information:
As at and for the year ended 31 March 2025
As stated in Note 41 to the financial statements and based on our examination which included test checks, except for instances mentioned below, the Company, in respect of financial year
commencing on 1 April 2024, has used accounting software for maintaining its books of account which have a feature of recording audit trail (edit log) facility and the same have been operated
throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with,
other than the consequential impact of the exceptions given below. Furthermore, except for instances mentioned below the audit trail has been preserved by the Company as per the statutory
requirements for record retention.
Nature of exception noted Details of Exception
Instances of accounting software maintained by a third party where we are unable to The accounting software used for maintenance of customer billing and records is operated by a third-
comment on the audit trail feature at database level party software service provider. In the absence of an ‘Independent Service Auditor’s Assurance
Report on the Description of Controls, their Design and Operating Effectiveness’ (‘Type 2 report’
issued in accordance with SAE 3402, Assurance Reports on Controls at a Service Organization), we
are unable to comment on whether audit trail feature with respect to the database of the said software
was enabled and operated throughout the year. Further, due to absence of the Type 2 report, we are
unable to comment on preservation of audit trail at the database level.

Instances of non-preservation of the audit trail The audit trail for the accounting software used for maintenance of all accounting records pertaining
to the period from 1 April 2023 to 4 December 2023 have not been preserved by the Company as per
the statutory requirements for record retention.

As at and for the year ended 31 March 2024

As stated in note 42 to the financial statements and based on our examination which included test checks, the Company, in respect of financial year commencing on 1 April 2023, has used
accounting software for maintaining its books of account which have a feature of recording audit trail (edit log) facility and the same have been operated throughout the year for all relevant
transactions recorded in the software except that:

• The audit trail feature in the accounting software used for maintenance of all accounting records of the Company was not enabled from 1 April 2023 to 4 December 2023.

• The accounting software used for maintenance of payroll records is operated by a third-party software service provider. The ‘Independent Service Auditor’s Report on a Description of the
Service Organization’s System and the Suitability of the Design and Operating Effectiveness of Controls’ (‘Type 2 report’ issued in accordance with attestation standards established by the
American Institute of Certified Public Accountants (‘AICPA’)) was available for part of the year and does not provide information on retention of audit trail (edit logs) for any direct changes
made at the database level. Accordingly, we are unable to comment on whether audit trail feature with respect to the database level of the said software was operated throughout the year.

Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with in respect of the accounting software where such feature is enabled.

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Indiqube Spaces Limited (formerly known as Indiqube Spaces Private Limited, Innovent Spaces Private Limited)
Annexure VI - Statement of Restated Adjustments to the Audited Financial Information
(All amounts in Rs. millions, except share data and per share data, and unless otherwise stated)
Part B: non-adjusting events (continued)
d) Reporting on other legal and regulatory requirements
As at and for the year ended 31 March 2023
In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books, except that the Company does not maintain
logs for the daily back-up of such books of account and other relevant books and papers, which are kept in servers physically located in India.

e) Other matters reported in Annexure A referred to Independent Auditor's Report issued under Companies (Auditor’s Report) Order, 2020 ('CARO, 2020')
As at and for the year ended 31 March 2025
Clause (vii)(a)
In our opinion and according to the information and explanations given to us, undisputed statutory dues including goods and services tax, provident fund, income-tax, cess and other material
statutory dues, as applicable, have generally been regularly deposited with the appropriate authorities by the Company, though there have been slight delays in a few cases. Further, no undisputed
amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they became payable.

As at and for the year ended 31 March 2024

Clause (vii)(a)
In our opinion and according to the information and explanations given to us, undisputed statutory dues including goods and services tax, provident fund, income-tax, cess and other material
statutory dues, as applicable, have generally been regularly deposited with the appropriate authorities by the Company, though there have been slight delays in a few cases. Further, no undisputed
amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they became payable.
As at and for the year ended 31 March 2023
Clause (ii)(b)
According to Information and explanation given to us and on the basis of our examination of the records of the Company, the Company has been sanctioned a working capital limit in excess of
five crore rupees, in aggregate, from banks or financial institutions on the basis of security of current assets. In our opinion, the quarterly returns or statements, filed by the Company with such
banks or financial institutions and such statements are in agreement with the books of account of the Company except as follows:
Amount as reported in Whether
Amount as per
Quarter Name of the Bank Particulars the quarterly Amount of Difference return/statement
books of account
return/statement subsequently identified
30-Sep-22 Axis Bank Stock and book debt statement 253.73 256.48 2.75 Yes
31-Dec-22 Axis Bank Stock and book debt statement 344.02 343.47 (0.55) Yes
31-Mar-23 Axis Bank Stock and book debt statement 469.80 462.18 (7.62) Yes
Clause (vii)(a)
The Company does not have liability in respect of Service tax, Duty of excise, Sales tax and Value added tax during the year since effective from 01 July 2017, these statutory dues has been
subsumed into GST.
According to the information and explanations given to us and on the basis of our examination of the records of the Company, in our opinion amounts deducted/accrued in the books of account in
respect of undisputed statutory dues including Goods and Service Tax, Provident Fund, Income-Tax or Cess or other statutory dues have generally been regularly deposited with the appropriate
authorities, though there have been slight delays in a few cases of Income-Tax, Goods and Service Tax and other statutory dues. As explained to us, the Company did not have any dues on
account of Duty of Customs and Employees State Insurance.
According to the information and explanation given to us and on the basis of our examination of the records of the Company, no undisputed amounts payable in respect of Goods and Service Tax,
Provident Fund, Income Tax or Cess or other statutory dues were in arrears as at 31 March 2023 for a period of more than six months from the date they became payable.
Clause (ix)(d)
According to Information and explanation given to us and on an overall examination of the balance sheet of the company, we report that the Company has not used funds raised on short-term
basis for long-term purposes except with respect to negative working capital position arising on account of trade payable and creditor for capital goods balance amounting to Rs. 1,134.70. The
Company has invested the money in property, plant and equipments.

Part C : Regrouping
Appropriate regrouping/reclassification (if any) have been made in the Restated Statement of Assets and Liabilities, Restated Statement of Profit and Loss and Restated Statement of Cash flows,
wherever required, by reclassification of the corresponding items of income, expenses, assets and liabilities and cash flows, in order to bring them in line with the accounting policies and
classification as per the statutory financial statements for the year ended 31 March 2025, 31 March 2024 and special purpose financial statements for the year ended 31 March 2023.

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Indiqube Spaces Limited (formerly known as Indiqube Spaces Private Limited, Innovent Spaces Private Limited)
Annexure VII - Notes to the Restated Financial Information
(All amounts in Rs. millions, except share data and per share data, and unless otherwise stated)

4 Property, plant and equipment

Reconciliation of carrying amount

Leasehold Plant and Furnitures and
Computers Office equipments
Particulars improvements machinery fixtures Vehicles Total
(refer note vi) (refer note vi)
(refer note vi) (refer note vi) (refer note vi)
Gross carrying amount
Balance as at 01 April 2022 [(Deemed cost) (refer note i
1,554.53 492.84 321.19 67.94 86.47 11.30 2,534.27
below)]
Additions (refer note ii below) 1,075.02 377.19 273.94 180.46 82.66 - 1,989.27
Disposals - - - - - - -
Derecognition on account of lease receivable (31.79) (13.48) (13.92) (6.95) (0.18) - (66.32)
Balance as at 31 March 2023 2,597.76 856.55 581.21 241.45 168.95 11.30 4,457.22
Balance as at 01 April 2023 2,597.76 856.55 581.21 241.45 168.95 11.30 4,457.22
Additions (refer note ii below) 1,041.14 393.69 237.58 150.31 46.24 0.41 1,869.37
Disposals (43.18) (7.63) (4.00) (0.86) (0.59) - (56.26)
Balance as at 31 March 2024 3,595.72 1,242.61 814.79 390.90 214.60 11.71 6,270.33
Balance as at 01 April 2024 3,595.72 1,242.61 814.79 390.90 214.60 11.71 6,270.33
Additions (refer note ii below) 1,445.15 532.31 301.62 164.72 75.92 - 2,519.72
Disposals (21.88) (6.07) (4.33) (0.92) (0.10) - (33.30)
Balance as at 31 March 2025 5,018.99 1,768.85 1,112.08 554.70 290.42 11.71 8,756.75
Accumulated depreciation
Balance as at 01 April 2022 [(Deemed cost) (refer note i
- - - - - - -
below)]
Depreciation for the year 280.05 89.19 59.68 73.81 32.01 1.82 536.56
Derecognition on account of lease receivable (1.09) (0.38) (0.47) (0.56) (0.03) - (2.53)
Balance as at 31 March 2023 278.96 88.81 59.21 73.25 31.98 1.82 534.03
Balance as at 01 April 2023 278.96 88.81 59.21 73.25 31.98 1.82 534.03
Depreciation for the year 406.37 131.44 85.53 110.49 46.05 1.87 781.75
Provision for impairment 20.84 - - - - - 20.84
Disposals (7.45) (1.15) (0.65) (0.51) (0.22) - (9.98)
Balance as at 31 March 2024 698.72 219.10 144.09 183.23 77.81 3.69 1,326.64
Balance as at 01 April 2024 698.72 219.10 144.09 183.23 77.81 3.69 1,326.64
Depreciation for the year 513.01 165.02 108.17 144.64 51.83 1.87 984.54
Reversal of provision for impairment (20.84) - - - - - (20.84)
Disposals (6.62) (1.80) (1.29) (0.92) (0.09) - (10.72)
Balance as at 31 March 2025 1,184.27 382.32 250.97 326.95 129.55 5.56 2,279.62

Net carrying amount

31 March 2025 3,834.72 1,386.53 861.11 227.75 160.87 6.15 6,477.13
31 March 2024 2,897.00 1,023.51 670.70 207.67 136.79 8.02 4,943.69
31 March 2023 2,318.80 767.74 522.00 168.20 136.97 9.48 3,923.19

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Indiqube Spaces Limited (formerly known as Indiqube Spaces Private Limited, Innovent Spaces Private Limited)
Annexure VII - Notes to the Restated Financial Information
(All amounts in Rs. millions, except share data and per share data, and unless otherwise stated)

Notes:
(i) On transition to Ind AS (i.e. 01 April 2022), the Company has elected to continue with the carrying value of all property, plant and equipment measured as per the previous GAAP and use that carrying
value as the deemed cost of property, plant and equipment.
(ii) Additions include depreciation on right of use assets capitalized for development period [refer note 6 (A) (iv)].
(iii) For property, plant and equipment offered as security against the borrowings refer note 16.
(iv) The Management has assessed each buildings as a separate CGU for the purpose of impairment analysis. During the current year, the management has estimated the recoverable amount of each one
of the CGU based on a valuation done in accordance with discounted cash flow method. As a result of the valuation, impairment loss of Rs. Nil [(31 March 2024: Rs. 20.84) (31 March 2023: Rs. Nil)]
was recognised in the statement of profit and loss . Furthermore, during the current year, reversal of impairment loss of Rs. 20.84 [(31 March 2024: Rs. Nil) (31 March 2023: Rs. Nil)] was recognised in
the statement of profit and loss for one of the CGU -" Property Vascon" on account of surrender of the property. In determining value in use for the CGU, the key assumptions used were as follows:

Key assumptions 31 March 2025 31 March 2024 31 March 2023

Discount rate 17.71% 19.57% 15.07%
Rental income escalation 6.00% 5.71% 5.70%
Occupancy % 91.00% 93.00% 95.00%

(v) Refer note 32 for contractual commitments pending for the acquisition of property, plant and equipment as at balance sheet date.

vi) Assets include assets given on operating lease

Leasehold Plant and Furnitures and Office
Particulars Computers Total
improvements machinery fixtures equipments
Gross carrying value as at 31 March 2023 2,594.85 856.37 577.52 184.04 153.08 4,365.86
Net carrying amount as at 31 March 2023 2,316.17 767.57 518.70 126.01 124.81 3,853.26
Depreciation charged for the year 278.68 88.80 58.82 58.03 28.27 512.60
Gross carrying value as at 31 March 2024 3,576.23 1,238.43 810.54 301.24 194.86 6,121.30
Net carrying amount as at 31 March 2024 2,878.65 1,019.48 667.24 158.49 125.02 4,848.88
Depreciation charged for the year 405.51 131.31 85.13 85.23 41.79 748.97
Gross carrying value as at 31 March 2025 4,950.05 1,753.65 1,071.38 429.94 253.96 8,458.98
Net carrying amount as at 31 March 2025 3,772.73 1,372.80 823.82 176.29 138.12 6,283.76
Depreciation charged for the year 507.74 163.69 105.40 112.09 46.10 935.02

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Indiqube Spaces Limited (formerly known as Indiqube Spaces Private Limited, Innovent Spaces Private Limited)
Annexure VII - Notes to the Restated Financial Information
(All amounts in Rs. millions, except share data and per share data, and unless otherwise stated)

5 Capital work-in-progress
5.1 Reconciliation of carrying amount
Capital
Particulars
work-in-progress
Balance as at 01 April 2022 216.66
Additions 211.31
Capitalised during the year (216.66)
Balance as at 31 March 2023 211.31
Balance as at 01 April 2023 211.31
Additions 736.21
Capitalised during the year (211.31)
Balance as at 31 March 2024 736.21
Balance as at 01 April 2024 736.21
Additions 595.88
Capitalised during the year (189.22)
Balance as at 31 March 2025 1,142.87

5.2 Ageing of Capital work-in-progress (CWIP):

Amount in CWIP for a period of
As at 31 March 2025
Less than 1 year 1 - 2 years 2 - 3 years More than 3 years Total
Projects in progress 595.77 547.10 - - 1,142.87
Projects temporarily suspended - - - - -
595.77 547.10 - - 1,142.87

Amount in CWIP for a period of

As at 31 March 2024
Less than 1 year 1 - 2 years 2 - 3 years More than 3 years Total
Projects in progress 736.21 - - - 736.21
Projects temporarily suspended - - - - -
736.21 - - - 736.21

Amount in CWIP for a period of

As at 31 March 2023
Less than 1 year 1 - 2 years 2 - 3 years More than 3 years Total
Projects in progress 211.31 - - - 211.31
Projects temporarily suspended - - - - -
211.31 - - - 211.31

5.3 Capital work-in-progress balances as at the balance sheet dates are not over due / exceeding the cost compared to its original plan, hence disclosure pertaining to over due CWIP has not been provided.

362
Indiqube Spaces Limited (formerly known as Indiqube Spaces Private Limited, Innovent Spaces Private Limited)
Annexure VII - Notes to the Restated Financial Information
(All amounts in Rs. millions, except share data and per share data, and unless otherwise stated)

6 Leases
The Company has taken various building premises and furnitures and fixtures under lease arrangements from landlords and other parties for developing managed office spaces and
leasehold land for solar project.

Information about leases for which the Company is a lessee is presented below.
A. Leases as lessee
i) Right-of-use assets
The details of the right-of-use asset held by the Company is as follows:
Furniture and
Particulars Building Leasehold land Total
Fixtures
Gross carrying amount

Gross carrying amount as at 01 April 2022*** 17,507.54 - - 17,507.54

Additions during the year* 6,615.95 53.47 - 6,669.42
Derecognition of right-of-use assets** - (53.47) - (53.47)
Balance as at 31 March 2023 24,123.49 - - 24,123.49
Balance as at 01 April 2023 24,123.49 - - 24,123.49
Additions during the year* 8,172.58 - 19.57 8,192.15
Terminations (492.10) - - (492.10)
Balance as at 31 March 2024 31,803.97 - 19.57 31,823.54
Balance as at 01 April 2024 31,803.97 - 19.57 31,823.54
Additions during the year* 11,800.67 - - 11,800.67
Terminations (498.17) - - (498.17)
Balance as at 31 March 2025 43,106.47 - 19.57 43,126.04

Accumulated depreciation

Accumulated depreciation amount as at 01 April 2022*** - - - -

Charge for the year - capitalisation towards development period 188.76 - - 188.76
Depreciation charge during the year 2,434.36 - - 2,434.36
Balance as at 31 March 2023 2,623.12 - - 2,623.12
Balance as at 01 April 2023 2,623.12 - - 2,623.12
Charge for the year - capitalisation towards development period 291.10 - - 291.10
Depreciation charge during the year 3,122.47 - 0.47 3,122.94
Terminations (89.93) - - (89.93)
Balance as at 31 March 2024 5,946.76 - 0.47 5,947.23
Balance as at 01 April 2024 5,946.76 - 0.47 5,947.23
Charge for the year - capitalisation towards development period 386.10 - - 386.10
Depreciation charge during the year 3,868.17 - 0.68 3,868.85
Terminations (71.69) - - (71.69)
Balance as at 31 March 2025 10,129.34 - 1.15 10,130.49

Net carrying amount

31 March 2025 32,977.13 - 18.42 32,995.55
31 March 2024 25,857.21 - 19.10 25,876.31
31 March 2023 21,500.37 - - 21,500.37
* Net of adjustments on account of modifications.
** Derecognition of the right-of-use assets is as a result of entering into a finance sub-lease.
*** As at transition date i.e. 01 April 2022, the Company has applied modified retrospective approach and measured right of use (ROU) assets equal to lease liability. The ROU assets
have been adjusted by the amount of prepaid lease rentals and the rent equalisation reserve relating to that lease recognised in the balance sheet immediately before the date of transition
to Ind AS.

The Company determines the lease term considering factors such as the importance of the underlying asset to the Company's operations taking into account the location and size of the
underlying building and the availability of suitable alternatives. The Company periodically assesses the lease term for its lease arrangements which involves re-evaluating any options to
extend or terminate the lease.

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Indiqube Spaces Limited (formerly known as Indiqube Spaces Private Limited, Innovent Spaces Private Limited)
Annexure VII - Notes to the Restated Financial Information
(All amounts in Rs. millions, except share data and per share data, and unless otherwise stated)
6 Leases (continued)

ii) Movement of lease liabilities

Particulars Amount
Balance as at 01 April 2022 17,967.49
Additions* 6,378.59
Finance cost accrued during the year 1,692.79
Payments of Lease liabilities (3,012.36)
Balance as at 31 March 2023 23,026.51
Balance as at 01 April 2023 23,026.51
Additions* 7,878.52
Finance cost accrued during the year 2,211.95
Payments of lease liabilities (3,819.66)
Terminations (451.38)
Balance as at 31 March 2024 28,845.94
Balance as at 01 April 2024 28,845.94
Additions* 11,257.26
Finance cost accrued during the year 2,810.40
Payments of lease liabilities (5,020.12)
Terminations (455.26)
Balance as at 31 March 2025 37,438.22
* Net of adjustments on account of modifications

Lease liabilities
Lease liabilities included in statement of financial position as at reporting dates.
As at 31 March 2025 31 March 2024 31 March 2023
Current 3,220.22 2,596.95 1,855.97
Non-current 34,218.00 26,248.99 21,170.54
Total 37,438.22 28,845.94 23,026.51

iii) Amount recognised in statement of profit and loss:

For the year ended 31 March 2025 31 March 2024 31 March 2023
Depreciation of right of-use-assets 3,868.85 3,122.94 2,434.36
Interest expense on lease liabilities (included in finance cost) 2,810.40 2,211.95 1,692.79
Expense relating to short term leases and variable lease payments 118.38 76.21 53.82
Interest income on unwinding of fair valuation of lease receivables presented in ‘other income’ (21.31) (32.10) (36.68)
Gain on termination of lease (28.78) (49.20) -
Total 6,747.54 5,329.80 4,144.29

iv) Amount capitalised to property, plant and equipments:

For the year ended 31 March 2025 31 March 2024 31 March 2023
Depreciation of right of-use-assets - capitalisation towards development period 386.10 291.10 188.76
Total 386.10 291.10 188.76

v) Amount recognised in statement of cash flows:

For the year ended 31 March 2025 31 March 2024 31 March 2023
The total cash outflow for leases - interest 2,810.40 2,211.95 1,692.79
The total cash outflow for leases - principal 2,209.72 1,607.71 1,319.57
Total 5,020.12 3,819.66 3,012.36

vi) Information about extension and termination options

Number of leases Number of leases Number of leases
Range of remaining term Average remaining lease term
Right of use assets Number of leases with extension with purchase with termination
(in years) (in years)
options options options
Buildings 185 2 - 10 years 7 years 128 - 185
Furniture and fixtures 2 1 year 1 year - - 2
Leasehold land 19 28 years 28 years - - 19
vii) Refer note 30 for maturity analysis of lease payments, showing the undiscounted lease payments to be paid after the reporting date.

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Indiqube Spaces Limited (formerly known as Indiqube Spaces Private Limited, Innovent Spaces Private Limited)
Annexure VII - Notes to the Restated Financial Information
(All amounts in Rs. millions, except share data and per share data, and unless otherwise stated)
6 Leases (continued)

B. Leases as lessor
i. Finance lease
The Company has classified its subleases as finance lease where the sublease covers substantial portion of the remaining period of head lease. The following table sets out the maturity
analysis of lease receivables , showing undiscounted lease payments to be received after reporting date. The Company has sub-leased fit-outs that has been presented as a right-of-use
asset – Furniture and fixtures.
The Company recognised interest income on lease receivables for the year is Rs. 21.31 [(31 March 2024: Rs. 32.10) (31 March 2023: Rs. 36.68)].

The following table sets out a maturity analysis of lease receivables, showing the undiscounted lease payments to be received after the reporting date.
As at As at As at
Particulars
31 March 2025 31 March 2024 31 March 2023
Less than one year 149.78 160.29 167.91
One to two years 55.59 149.78 160.29
Two to three years 15.18 55.59 149.78
Three to four years - 15.18 55.59
Four to five years - - 15.18
More than five years - - -
Total undiscounted lease receivable 220.55 380.84 548.75
Unearned finance income 12.86 34.18 66.28
Net investment in the lease 207.69 346.66 482.47

ii. Operating lease

The Company’s significant leasing arrangements are in respect of sublease of commercial premises. The Company has classified these subleases as operating lease where the sublease
does not cover substantial portion of remaining period of head lease.
Rental income recognised by the Company during the year ended 31 March 2025 is Rs. 8,702.50 [(31 March 2024: Rs. 6,803.95) (31 March 2023: Rs.4,572.57 )]

Lease income from operating leases is recognised on a straight-line basis over the period of lease. The future minimum lease receivables of non-cancellable operating leases are as under:

As at As at As at
Particulars
31 March 2025 31 March 2024 31 March 2023
Less than one year 7,312.51 5,161.77 3,471.92
One to two years 4,728.07 3,528.97 2,635.37
Two to three years 2,481.36 1,556.98 1,200.60
Three to four years 897.29 536.00 295.71
Four to five years 220.00 185.44 78.57
More than five years 4.44 - -
Total 15,643.67 10,969.16 7,682.17

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Indiqube Spaces Limited (formerly known as Indiqube Spaces Private Limited, Innovent Spaces Private Limited)
Annexure VII - Notes to the Restated Financial Information
(All amounts in Rs. millions, except share data and per share data, and unless otherwise stated)

7 Intangible assets

7.1 Reconciliation of carrying amount

Trademarks and Total Intangible
Particulars Computer software
copyrights Assets
Gross carrying amount
Gross carrying amount as at 01 April 2022 (Deemed cost) (refer note i below) 15.94 - 15.94
Additions 37.62 0.21 37.83
Balance as at 31 March 2023 53.56 0.21 53.77
Balance as at 01 April 2023 53.56 0.21 53.77
Additions 6.10 0.02 6.12
Balance as at 31 March 2024 59.66 0.23 59.89
Balance as at 01 April 2024 59.66 0.23 59.89
Additions 64.47 0.19 64.66
Balance as at 31 March 2025 124.13 0.42 124.55

Accumulated amortisation
Gross carrying amount as at 01 April 2022 (Deemed cost) (refer note i below) - - -
Amortisation for the year 13.05 0.06 13.11
Balance as at 31 March 2023 13.05 0.06 13.11
Balance as at 01 April 2023 13.05 0.06 13.11
Amortisation for the year 17.66 0.08 17.74
Balance as at 31 March 2024 30.71 0.14 30.85
Balance as at 01 April 2024 30.71 0.14 30.85
Amortisation for the year 17.90 0.10 18.00
Balance as at 31 March 2025 48.61 0.24 48.85

Net carrying amount

31 March 2025 75.52 0.18 75.70
31 March 2024 28.95 0.09 29.04
31 March 2023 40.51 0.15 40.66

Notes:
(i) On transition to Ind AS (i.e. 01 April, 2022), the Company has elected to continue with the carrying value of all intangible assets measured as per the previous GAAP
and use that carrying value as the deemed cost of other intangible assets.

8 Intangible assets under development

8.1 Reconciliation of carrying amount
Intangible
Particulars assets under
development
Balance as at 01 April 2022 42.03
Additions 8.78
Capitalised during the year (22.34)
Balance as at 31 March 2023 28.47
Balance as at 01 April 2023 28.47
Additions 28.50
Balance as at 31 March 2024 56.97
Balance as at 01 April 2024 56.97
Additions -
Capitalised during the year (56.97)
Balance as at 31 March 2025 -

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Indiqube Spaces Limited (formerly known as Indiqube Spaces Private Limited, Innovent Spaces Private Limited)
Annexure VII - Notes to the Restated Financial Information
(All amounts in Rs. millions, except share data and per share data, and unless otherwise stated)

8 Intangible assets under development (continued)

8.2 Ageing of Intangible assets under development (IAUD):

Amount in IAUD for a period of
As at 31 March 2025
Less than 1 year 1 - 2 years 2 - 3 years More than 3 years Total
Projects in progress - - - - -
Projects temporarily suspended - - - - -
- - - - -

Amount in IAUD for a period of

As at 31 March 2024
Less than 1 year 1 - 2 years 2 - 3 years More than 3 years Total

Projects in progress 28.50 8.77 12.83 6.87 56.97

Projects temporarily suspended - - - - -
28.50 8.77 12.83 6.87 56.97

Amount in IAUD for a period of

As at 31 March 2023 Less than 1
1 - 2 years 2 - 3 years More than 3 years Total
year
Projects in progress 8.77 12.83 1.69 5.18 28.47
Projects temporarily suspended - - - - -
8.77 12.83 1.69 5.18 28.47

8.3 Intangible assets under development balances as at the balance sheet dates are not over due / exceeding the cost compared to its original plan, hence disclosure pertaining to
over due IAUD has not been provided.

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367
Indiqube Spaces Limited (formerly known as Indiqube Spaces Private Limited, Innovent Spaces Private Limited)
Annexure VII - Notes to the Restated Financial Information
(All amounts in Rs. millions, except share data and per share data, and unless otherwise stated)

9 Non-current investments
As at As at As at
Particulars
31 March 2025 31 March 2024 31 March 2023

At fair value through profit and loss -

Investment in equity instruments
Unquoted
Nil [(31 March 2024: 73) (31 March 2023: 73)] equity shares of AIOT
Foundry Private Limited., of Rs. 10 each, fully paid up - 9.65 9.65

- 9.65 9.65

Aggregate book value of quoted investments - - -

Aggregate market value of quoted investments - - -
Aggregate value of unquoted investments - 9.65 9.65
Aggregate amount of impairment in value of investments - - -

10 Other financial assets

As at As at As at
Particulars 31 March 2025 31 March 2024 31 March 2023
Non-current Current Non-current Current Non-current Current
(Unsecured, considered good)
Security deposits 1,688.07 6.25 1,188.67 61.31 887.75 50.62
Other deposits 39.40 0.78 24.12 0.78 11.62 0.32
Finance lease receivable 68.20 139.49 207.69 138.98 346.66 135.81
Bank deposits of more than 12 months * 121.29 - 85.53 - 47.08 -
Expenses recoverable from shareholders** - 17.45 - - - -
Related parties
Security deposits (refer note 31) - 11.40 - 8.49 - 16.17
(Unsecured, considered doubtful)
Security deposits 11.10 - 11.10 - - 6.43
Less: Allowances for doubtful deposits (11.10) - (11.10) - - (6.43)
1,916.96 175.37 1,506.01 209.56 1,293.11 202.92
* Deposits are for debt service reserve (refer note 16.1 and 16.6)
**The Company has incurred share issue expenses in connection with the proposed Initial Public Offering (IPO) of equity shares. In accordance with the Offer Agreement entered between the
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 Company will
recover the expenses incurred amounting to Rs. 17.45 [(31 March 2024: Nil) and (31 March 2023: Nil)] in connection with the issue.

11 Other assets
As at As at As at
Particulars
31 March 2025 31 March 2024 31 March 2023
Non-current Current Non-current Current Non-current Current
(Unsecured, considered good)
Capital advances 85.67 - 36.61 - 46.89 -
Prepaid expenses * 297.63 409.33 184.19 200.67 151.22 145.92
Advances to employees 20.39 19.89 10.73 16.76 7.28 10.23
Other advances - 34.65 30.67 76.83 17.56 19.88
Deferred lease rentals 277.53 230.45 291.36 211.40 240.90 132.99
Balance with government authorities - 383.40 156.48 359.93 229.41 151.22

(Unsecured, considered doubtful)

Balance with government authorities - - 58.44 - 56.73 -
Other advances - - - 1.21 - 1.21
Less: Allowances for doubtful advances - - (58.44) (1.21) (56.73) (1.21)
681.22 1,077.72 710.04 865.59 693.26 460.24
*includes IPO expense of Rs. 115.36 as at 31 March 2025 (31 March 2024: Nil; 31 March 2023: Nil) carried forward as prepaid expenses pertaining to the Company's share and the aforesaid
amount 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.

12 Trade receivables
As at As at As at
Particulars
31 March 2025 31 March 2024 31 March 2023
Trade receivables considered good - unsecured 797.91 598.44 336.27
Trade receivables credit impaired 84.81 85.80 86.84
Total trade receivables 882.72 684.24 423.11
Less: Allowance for credit impairment (95.25) (91.37) (90.98)
Net trade receivables 787.47 592.87 332.13

368
Indiqube Spaces Limited (formerly known as Indiqube Spaces Private Limited, Innovent Spaces Private Limited)
Annexure VII - Notes to the Restated Financial Information
(All amounts in Rs. millions, except share data and per share data, and unless otherwise stated)

12 Trade receivables (continued)

12.1 Of the above, trade receivables from related parties are as below:

As at As at As at
Particulars
31 March 2025 31 March 2024 31 March 2023
Trade receivables due from related parties ( refer note 31) 7.75 0.48 0.80
Net trade receivables 7.75 0.48 0.80
12.2 Information about the Company’s exposure to credit and market risks, and impairment losses for trade receivables is included in note 30.
Ageing of trade receivables as at 31 March 2025
Outstanding for following periods from due date of payment
Particulars Less than 6 6 months -1 More than 3
Unbilled Not due 1-2 years 2-3 years Total
months year years
Undisputed trade receivables - considered good 90.51 48.99 512.91 77.74 41.24 1.82 0.26 773.47
Disputed trade receivables- considered good - - - - 5.32 0.08 19.04 24.44
Disputed trade receivables- credit impaired - - - - - 62.89 21.92 84.81
Total 90.51 48.99 512.91 77.74 46.56 64.79 41.22 882.72
Less: Allowance for expected credit loss (95.25)
Net trade receivables 787.47

Ageing of trade receivables as at 31 March 2024

Outstanding for following periods from due date of payment
Particulars Less than 6 6 months -1 More than 3
Unbilled Not due 1-2 years 2-3 years Total
months year years
Undisputed trade receivables - considered good 85.42 54.71 333.43 79.30 12.39 1.44 4.86 571.55
Disputed trade receivables- considered good - 0.00 7.74 0.11 7.77 11.28 - 26.90
Disputed trade receivables- credit impaired - - - - 63.52 9.18 13.09 85.79
Total 85.42 54.71 341.17 79.41 83.68 21.90 17.95 684.24
Less: Allowance for expected credit loss (91.37)
Net trade receivables 592.87

Ageing of trade receivables as at 31 March 2023

Outstanding for following periods from due date of payment
Particulars Less than 6 6 months -1 More than 3
Unbilled Not due 1-2 years 2-3 years Total
months year years
Undisputed trade receivables - considered good 64.75 28.34 196.60 17.06 2.45 6.56 1.47 317.23
Undisputed trade receivables- credit impaired - - - 0.10 - - 5.01 5.11
Disputed Trade receivables – considered good - - - 1.60 6.16 9.17 2.11 19.04
Disputed trade receivables- credit impaired - - - 63.57 8.99 9.17 - 81.73
Total 64.75 28.34 196.60 82.33 17.60 24.90 8.59 423.11
Less: Allowance for expected credit loss (90.98)
Net trade receivables 332.13

13 Cash and bank balances

As at As at As at
Particulars
31 March 2025 31 March 2024 31 March 2023
13.1 Cash and cash equivalents
Cash on hand 0.37 0.46 0.49
Balances with banks:
-in current account 59.07 3.25 103.93
59.44 3.71 104.42
Bank overdrafts repayable on demand and used for cash management purposes (233.20) (329.52) (277.27)
Cash and cash equivalents in the statement of cash flows (173.76) (325.81) (172.85)

13.2 Bank balances other than cash and cash equivalents

-Restricted deposits with banks with original maturity of less than 12 months but more than 3 months* 0.87 0.82 0.19
0.87 0.82 0.19

* Lien marked against bank guarantee.

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369
Indiqube Spaces Limited (formerly known as Indiqube Spaces Private Limited, Innovent Spaces Private Limited)
Annexure VII - Notes to the Restated Financial Information
(All amounts in Rs. millions, except share data and per share data, and unless otherwise stated)
14 Share capital
As at As at As at
Particulars
31 March 2025 31 March 2024 31 March 2023
Authorised
Equity shares
250,000,000 [(31 March 2024 : 7,000,000 shares of Re. 1 each) (31
March 2023 : 7,000,000 shares of Re. 1 each)] shares of Re. 1 each 250.00 7.00 7.00

Preference shares
75,000,000 [(31 March 2024 : 1,200,000 shares of Rs. 10 each) (31
March 2023 : 1,200,000 shares of Rs. 10 each)] 0.001% compulsorily
75.00 12.00 12.00
convertible preference shares of Re.1 each

Issued, subscribed and fully paid up

Equity shares
130,183,612 [(31 March 2024 : 1,833,572 shares of Re. 1 each) (31
March 2023 : 1,833,572 shares of Re. 1 each)] shares of Re. 1 each 130.18 1.83 1.83

Total Equity shares (A) 130.18 1.83 1.83

Preference shares
60,761,232 [(31 March 2024 : 855,792 shares of Rs. 10 each) (31 March
2023 : 855,792 shares of Rs. 10 each)] 0.001% Series A compulsorily
60.76 8.56 8.56
convertible preference shares of Re. 1 each (refer note 14 (b) below)

Less: Reclassified as financial liability (refer note 16.7) - - (8.56)

10,927,823 [(31 March 2024 : 153,913 shares of Rs. 10 each) (31 March
2023 : 153,913 shares of Rs. 10 each)] 0.001% Series B compulsorily
10.93 1.54 1.54
convertible preference shares of Re. 1 each (refer note 14 (b) below)

Less: Reclassified as financial liability (refer note 16.7) - - (1.54)

Total Preference shares (B) 71.69 10.10 -

Total (A +B) 201.87 11.93 1.83

(a) Reconciliation of equity shares outstanding at the beginning and at the end of the reporting year
As at 31 March 2025 As at 31 March 2024 As at 31 March 2023
Particulars
No of shares Amount No of shares Amount No of shares Amount
Shares outstanding at the beginning of the year 1,833,572 1.83 1,833,572 1.83 1,644,608 1.64
Shares issued during the year - - - - 188,964 0.19
Add: Shares issued on account of bonus shares 128,350,040 128.35 - - - -
Shares outstanding at the end of the year 130,183,612 130.18 1,833,572 1.83 1,833,572 1.83

(b) Reconciliation of compulsorily convertible preference shares outstanding at the beginning and at the end of the reporting year
As at 31 March 2025 As at 31 March 2024 As at 31 March 2023
Particulars
No of shares Amount No of shares Amount No of shares Amount
Shares outstanding at the beginning of the year 1,009,705 10.10 1,009,705 10.10 855,792 8.56
Shares issued during the year - - - - 153,913 1.54
Add: Shares issued due to stock split 9,087,345 - - - - -
Add: Shares issued on account of bonus shares 61,592,005 61.59 - - - -
Less: Reclassified as financial liability (refer note 16.7) - - - - (1,009,705) (10.10)
Shares outstanding at the end of the year 71,689,055 71.69 1,009,705 10.10 - -

Nil [(31 March 2024: Nil) (31 March 2023: 855,792 shares)] Series A 0.001% compulsorily convertible preference shares of Rs. 10 each (total face value of Rs. 8.56) have been reclassified as financial
liability (refer note 16.7).
Nil [(31 March 2024: Nil) (31 March 2023: 153,913 shares)] Series B 0.001% compulsorily convertible preference shares of Rs. 10 each (total face value of Rs. 1.54) have been reclassified as financial
liability (refer note 16.7).

(c) Equity shareholders holding more than 5% of shares along with the number of shares held at the end of the year is as given below:
As at 31 March 2025 31 March 2024 31 March 2023
As at
No of shares % holding No of shares % holding No of shares % holding
Equity shares, fully paid
Rishi Das 34,646,225 26.61% 408,312 22.27% 408,312 22.27%
Meghna Agarwal 34,646,154 26.61% 408,312 22.27% 408,312 22.27%
Anshuman Das 46,242,229 35.52% 816,624 44.54% 816,624 44.54%
Careernet Technologies Private Limited 9,467,282 7.27% 133,342 7.27% 133,342 7.27%

(d) Compulsorily convertible preference shareholders series A holding more than 5% of shares along with the number of shares held at the end of the year is as given below:
31 March 2025 31 March 2024 31 March 2023
As at
No of shares % holding No of shares % holding No of shares % holding
0.001% Compulsorily Convertible Preference shares, fully paid
Aravali Investment Holdings 59,441,200 97.83% 837,200 97.83% 837,200 97.83%

(e) Compulsorily convertible preference shareholders series B holding more than 5% of shares along with the number of shares held at the end of the year is as given below:
As at 31 March 2025 31 March 2024 31 March 2023
As at
No of shares % holding No of shares % holding No of shares % holding
0.001% Compulsorily Convertible Preference shares, fully paid
WestBridge AIF I 10,654,544 97.50% 150,064 97.50% 150,064 97.50%

370
Indiqube Spaces Limited (formerly known as Indiqube Spaces Private Limited, Innovent Spaces Private Limited)
Annexure VII - Notes to the Restated Financial Information
(All amounts in Rs. millions, except share data and per share data, and unless otherwise stated)

14 Share capital (continued)

(f) Shareholding of promoters
As at 31 March 2025
Equity shares of Re. 1 each
No. of shares at
Change
the No. of shares at % of total % Change
Promoter name during the
commencement of the end of the year shares during the year
year
the year
Rishi Das 408,312 34,237,913 34,646,225 26.61% 8385.23%
Meghna Agarwal 408,312 34,237,842 34,646,154 26.61% 8385.22%
Anshuman Das 816,624 45,425,605 46,242,229 35.52% 5562.61%
1,633,248 113,901,360 115,534,608 88.74%
As at 31 March 2024
Equity shares of Re. 1 each
No. of shares at
Change
the No. of shares at % of total % Change
Promoter name during the
commencement of the end of the year shares during the year
year
the year
Rishi Das 408,312 - 408,312 22.27% -
Meghna Agarwal 408,312 - 408,312 22.27% -
Anshuman Das 816,624 - 816,624 44.54% -
1,633,248 - 1,633,248 89.08%
As at 31 March 2023
Equity shares of Re. 1 each
No. of shares at
Change
the No. of shares at % of total % Change
Promoter name during the
commencement of the end of the year shares during the year
year
the year
Rishi Das 408,312 - 408,312 22.27% -2.56%
Meghna Agarwal 408,312 - 408,312 22.27% -2.56%
Anshuman Das 816,624 - 816,624 44.54% -5.12%
1,633,248 - 1,633,248 89.08%

(g) Shares reserved for issue under options and contracts/ commitments for sale of shares/ disinvestment:
31 March 2025 31 March 2024 31 March 2023
As at
No of shares Amount No of shares Amount No of shares Amount
Under Employee Stock Option Scheme, 2022: 40,61,200
equity shares of Re. 1 each, at an exercise price of Rs. 4,061,200 4.06 57,200 0.57 57,200 0.57
11,527 per share
For compulsorily convertible cumulative preference shares:
41,467,436 equity shares of Re. 1 each (also refer to
41,467,436 41.47 584,048 5.84 584,048 5.84
rights, preferences and restrictions attached to preference
shares)
10,927,823 equity shares of Re. 1 each (also refer to
10,927,823 10.93 153,913 1.54 153,913 1.54
rights, preferences and restrictions attached to preference
shares)
(h) The rights, preferences and restrictions attached to equity shares
The Company has only one class of share referred to as equity shares having par value of Re. 1 each holder of the equity share, as reflected in the records of the Company as of the date of the shareholder
meeting, is entitled to one vote in respect of each share held for all matters submitted to vote in the shareholders' meeting.
The dividend proposed (if any) by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. The Company has not declared any dividends during the
current and the previous year.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the Company after distribution of all preferential amounts. The distribution
will be in proportion to the number of equity shares held by the shareholders.
(i) The rights, preferences and restrictions attached to 0.001% compulsorily convertible preference shares
The Company has series A and series B compulsorily convertible preference shares having face value of Re. 1 per share which is fully paid up. The series A and series B compulsorily convertible
preference shareholders are eligible for one vote per share held, and are entitled to a preferential dividend at the rate of 0.001% per annum and are cumulative and shall accrue from year to year whether or
not paid, and accrued dividends shall be paid in full (together with dividends accrued from prior years) and in preference to any dividend or distribution payable upon shares of any other class or series in the
same fiscal year. In the event of liquidation, the series A and series B compulsorily convertible preference shareholders are eligible to receive the remaining assets of the company after distribution of all
preferential amounts, in proportion to their shareholding. The series A and series B compulsorily convertible preference shares may be converted into Equity Shares at any time at the option of the holder of
the Series A and series B compulsorily convertible preference share in the manner and extent and be subject to the restrictions and limitations as contained in the share holders agreement.

(j) Aggregate number of bonus shares issued during the period of five years immediately preceding the reporting date:
(i) The Company has issued bonus shares of Rs. 128.35 on issue of 128,350,040 equity shares of Re. 1 each during the current year ended 31 March 2025. Also, the Company had issued bonus shares of Rs.
1.54 on issue of 1,541,820 equity shares of Re. 1 each during the year ended 31 March 2020.
(ii) The Company has issued bonus shares of Rs. 61.59 on issue of 61,592,005 compulsorily convertible preference shares of Re.1 each for the current year ended 31 March 2025. The Company has issued
bonus shares of Rs. 8.02 on issue of 802,305 compulsorily convertible preference shares of Rs.10 each for the year ended 31 March 2020.
(k) Aggregate number of shares issued for consideration other than cash during the period of five years immediately preceding the reporting date:
(i) 151,171 equity shares of Re. 1 each have been allotted as fully paid up pursuant to a conversion of loan without payment being received in cash during the year ended 31 March 2023.

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371
Indiqube Spaces Limited (formerly known as Indiqube Spaces Private Limited, Innovent Spaces Private Limited)
Annexure VII - Notes to the Restated Financial Information
(All amounts in Rs. millions, except share data and per share data, and unless otherwise stated)
14 Share capital (continued)
(l) Aggregate number of shares bought back during the period of five years immediately preceding the reporting date:
(i) There have been no buy back of shares.
(m) During the year ended 31 March 2023, the board in its meeting had considered, approved, recommended and allotted shares as below:
(i) 151,171 Equity shares of Re. 1 and 121,911 series B compulsorily convertible preference shares having face value of Rs. 10 on 04 April 2022;
(ii) 37,793 Equity shares of Re. 1 and 30,479 series B compulsorily convertible preference shares having face value of Rs. 10 on 06 June 2022; and
(iii) 1,523 series B compulsorily convertible preference shares having face value of Rs. 10 on 10 June 2022.
(n) Aggregate number of shares split during the period of five years immediately preceding the reporting date:
(i) During the year ended 31 March 2025, the Company has undertaken a share split, whereby each CCPS of Rs. 10 was sub-divided into 10 CCPS of Re. 1 each.
15 Other equity
As at As at As at
Particulars
31 March 2025 31 March 2024 31 March 2023
Retained earnings (9,254.40) (7,843.94) (4,426.58)
Securities premium 3,038.21 3,228.15 1,308.43
Employee stock options outstanding account 225.22 152.20 35.31
Other reserves 5,757.99 5,757.99 -
(232.98) 1,294.40 (3,082.84)
15.1 Nature and purpose of other reserves
Retained earnings
Retained earnings are the profits/(loss) that the Company has earned/incurred till date, less any transfers to general reserve, dividends or other distributions paid to shareholders.

Securities premium
Securities premium reserve is used to record the premium on issue of shares. The reserve is utilized in accordance with the provisions of the Companies Act, 2013.

Employee stock options outstanding

The share options outstanding account is used to recognise the grant date fair value of options issued under Employee Stock Option Scheme.

Other reserves
This represents the accumulated fair value change from the date of issuance of preference shares until the date of the relinquishment of buy back rights, i.e. 27 March 2024 leading to reclassification of the
instrument from liability to equity less the amount recorded under share capital and securities premium. Refer No 16.7.

15.2 The company has converted outstanding loan of Careernet Technologies Private Limited and Hirepro Consulting Private Limited amounting to Rs. 700.00 and Rs. 292.00 respectively to equity and the loan
amount was transferred to share application money in March 2022. In April 2022, 1,06,673 shares for Careernet Technologies Private Limited and 44,498 shares for Hirepro Consulting Private Limited was
issued against this share application money. As at 31 March 2022, the same was shown as share application money pending allotment in these financial statements. During the year ended 31 March 2023, the
Company has issued these equity shares as at 31 March 2024 and 31 March 2025 there is no share application money which is pending allotment.

16 Borrowings
As at As at As at
Particulars
31 March 2025 31 March 2024 31 March 2023
Non-current Borrowings
Term loans
From Banks
Secured bank loans (refer note 16.1, 16.2, 16.3 and 16.6 below) 2,040.51 817.28 582.09
2,040.51 817.28 582.09
From related parties
Unsecured loans (refer note 16.4 below and refer note 31) 184.17 184.17 159.17
184.17 184.17 159.17

Preference shares classified as financial liabilities

0.001% Series A compulsorily convertible preference shares of Rs.10 each (refer note 16.7 below) - - 3,889.79
0.001% Series B compulsorily convertible preference shares of Rs.10 each (refer note 16.7 below) - - 1,108.49
- - 4,998.28
2,224.68 1,001.45 5,739.54

Current Borrowings
Loans from Banks (Secured)
Current maturities of bank loans (refer note 16.1, 16.2, 16.3 and 16.6 below) 482.14 309.23 214.80
Bank overdraft (refer note 16.5 below) 233.20 329.52 277.27
Vendor financing arrangement (refer note 16.8 below) (Unsecured) 499.56 - -
1,214.90 638.75 492.07

Total borrowings 3,439.58 1,640.20 6,231.61

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Indiqube Spaces Limited (formerly known as Indiqube Spaces Private Limited, Innovent Spaces Private Limited)
Annexure VII - Notes to the Restated Financial Information
(All amounts in Rs. millions, except share data and per share data, and unless otherwise stated)
16 Borrowings (continued)

16.1 Term loan from Axis Bank

The Company has been sanctioned Term loan I, Term loan II and Term loan III by the Axis Bank. Term loan I includes 2 tranches (TL1 and TL2) of Rs. 230.00 and Rs. 520.00 respectively, fully drawn as
on 31 March 2023. Term loan II includes three tranches (TL3, TL4 and TL5) of Rs. 250.00 each and all three tranches fully drawn as on 31 March 2024. Term loan III includes three tranches (TL6, TL7 and
TL8) of Rs. 180.00, Rs. 150.00 and Rs. 150.00 respectively. TL6, TL7 and TL8 are fully drawn as on 31 March 2025 with below terms and conditions .

Purpose
TL1 and TL2 : For capex expansion including reimbursement of Rs. 230.00 incurred during the last six months from the date of sanction.
TL3, TL4 and TL5 : Towards capital expenditure on interiors, fitouts and pre-operative expenses for the buildings planned to be occupied.
TL6, TL7 and TL8 : For pre-project expenditure including reimbursement of Rs. 180.00 incurred during the period August 2023 to August 2024.
Rate of interest
TL1 : 3 Months MCLR + 0.30%
TL2 : 3 Months MCLR + 0.30%
TL3, TL4 and TL5 : 3 Months MCLR + 0.30%
TL6, TL7 and TL8 : 3 Months MCLR + 0.30%
Tenor / Door to Door tenor
TL1, TL2, TL3, TL4 and TL5 : 60 months from the date of first drawdown of each tranche.
TL6, TL7 and TL8 : 48 months from the date of first disbursement.
Repayment
TL1, TL2, TL3, TL4 and TL5 : Principal to be repaid in 60 equal monthly instalments as per tranche drawdown commencing at the end of one month from the date of first drawdown of each tranche and
interest shall be served on monthly basis as applicable.
TL6, TL7 and TL8 : Principal to be repaid in 48 equal monthly instalments as per tranche drawdown commencing at the end of one month from the date of first disbursement and interest shall be served on
monthly basis as applicable.
Security
(1) Primary : (a) First and exclusive charge on the entire asset and movable property plant and equipment of the company both present and future. (b) Escrow of current and future rent receivable.

(2) Collateral : (a) First and exclusive charge on below mentioned properties to be cross collateralised with group entities Hirepro Consulting Private Limited and Careernet Technologies Private Limited.
(b) Exclusive charge on fixed deposits from Corporate guarantor Careernet Technologies Private Limited of Rs. 225.00 to be cross collateralised with group entities Hirepro Consulting Private Limited and
Careernet Technologies Private Limited.
(c) Exclusive charge on fixed deposits / mutual fund to the extent of Rs. 12.50 from Corporate guarantor Careernet Technologies Private Limited to be cross collateralised with group entities Hirepro
Consulting Private Limited and Careernet Technologies Private Limited.

Nature of the property Property details Owner of the property

Residential Flat No. 505, H Block, 5th Floor, Daffodils, Adarsh palm Bellandur, Bengaluru. Ashu Agrawal
Residential Flat No. 504, H Block, 5th Floor, Daffodils, Adarsh palm Bellandur, Bengaluru. Meghna Agrawal
Residential Villa No. 267, Adarsh Palm retreat sy. no. 17/1 & 17/2 Varthur Bengaluru. Rishi Das
Commercial Site No. 15 & 16 Property No. 8. SBI officers colony, 7th main road, 3rd block, Koramangala, Bengaluru. Rishi Das and Anshuman Das
Residential Villa No. 268, Lane II Adarsh Palm retreat Phase 2 off outer ring road, Bengaluru. Anshuman Das
Residential Industrial property, sy. No. 112/7, Kadiyalam village, baglur, Sarjapura, Bengaluru. Rishi Das
Residential Site no. 11 sector 5, BDA HSR layout, Bengaluru Rishi Das
Residential Flat No. G 1604, 16th floor, Greenwich block, brigade metropolis, Whitefield road, Bengaluru. Rishi Das
(b) Fixed deposit from corporate guarantor Careernet technologies Private Limited with 0.3X cover for TL3, TL4 and TL5 of Rs. 750.00.
Personal guarantee
Irrevocable and unconditional personal guarantee of Rishi Das of Rs. 1,980.00 [(31 March 2024: Rs. 1,500.00), (31 March 2023: Rs. 1,500.00 )] Anshuman Das of Rs. 1,980.00 [(31 March 2024: Rs.
1,500.00), (31 March 2023: Rs. 1,500.00)]. Personal guarantee of Meghna Agarwal and Ashu Agarwal is proposed to the the extent of the value of collateral security for TL-1 & TL-2, Rs. 750.00 for TL-3,
TL-4 and TL-5 for each and Rs. 480.00 for TL-6, TL-7 and TL-8 for each.

Corporate guarantee
Irrevocable and unconditional corporate guarantee of Careernet Technologies Private Limited of Rs. 1,980.00 [(31 March 2024: Rs. 1,500.00), (31 March 2023: Rs. 1,500.00)] and Hirepro Consulting
Private Limited of Rs. 1,500.00 [(31 March 2024: Rs. 1,500.00), (31 March 2023: Rs. 1,500)].

Debt service reserve account

2 months interest and principal instalment in the form of FD/Liquid security lien marked in favour of Axis Bank.
Axis Bank term loans TL1, TL2, TL3, TL4, TL5, TL6, TL7 and TL8 with a non-current outstanding of Rs. 829.66 [(31 March 2024: Rs. 816.32) (31 March 2023: Rs. 571.89)] and current maturities of
long-term debt Rs. 413.24 [(31 March 2024: Rs. 300.00) (31 March 2023: Rs. 200.00)].

16.2 Vehicle Loan

(a) Audi vehicle loan fully drawn with non-current outstanding of Rs. Nil (31 March 2024: Rs. Nil) (31 March 2023: Nil) and current maturities of long-term debt Rs. Nil (31 March 2024: Rs. Nil) (31
March 2023: Rs. 1.04) carrying interest rate of 8.71% per annum, re-payable in 60 equal monthly instalments Rs. 0.13 each beginning from 01 November 2018, primarily secured by exclusive
hypothecation of the vehicle.

(b) Mercedes Benz vehicle loan fully drawn with non-current outstanding of Rs. Nil (31 March 2024: Nil) (31 March 2023: Rs. 1.47) and current maturities of long-term debt Rs. Nil [(31 March 2024: Rs.
1.47) (31 March 2023: Rs. 1.49) carrying interest rate of 7.30% per annum, re-payable in 39 equal monthly instalments Rs. 0.14 each beginning from 05 December 2021, primarily secured by exclusive
hypothecation of the vehicle.

(c) Alcazar vehicle loan fully drawn with non-current outstanding of Rs. 0.51 [(31 March 2024: Rs. 0.96) (31 March 2023: Rs. 1.44)] and current maturities of long-term debt Rs. 0.45 [(31 March 2024: Rs.
0.47) (31 March 2023: Rs. 0.44)] carrying interest rate of 7.10% per annum, re-payable in 60 equal monthly instalments Rs. 0.05 each beginning from 05 February 2022, primarily secured by exclusive
hypothecation of the vehicle.

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373
Indiqube Spaces Limited (formerly known as Indiqube Spaces Private Limited, Innovent Spaces Private Limited)
Annexure VII - Notes to the Restated Financial Information
(All amounts in Rs. millions, except share data and per share data, and unless otherwise stated)
16 Borrowings (continued)

16.3 Terms of the Guaranteed Emergency Credit Line (GECL)

Repayment terms Principal to be repaid in 60 equal monthly instalments
Purpose Towards takeover of GECL limits from Deutsche Bank
Rate of Interest 3 Month MCLR + 0.35%
Security (i) Extension of Secondary Charge over primary & collateral security for CC/WCDL facilities (except guarantees)
(ii) 100% credit guarantee by NCGTC
Outstanding as at Non current loan outstanding of Rs. Nil [(31 March 2024: Rs. Nil) (31 March 2023: Rs. 7.29)] and Rs. Nil [(31 March 2024: Rs. 7.29) (31 March
2023: Rs. 11.83)] of current maturities of long term debt.

16.4 Terms of the loan from related parties

Loans from Related party
Mr. Rishi Das Mr. Anshuman HirePro Careernet
Das Consulting Technologies
Private Limited Private Limited
Secured/Unsecured Unsecured Unsecured Unsecured Unsecured
Purpose Fitout and Fitout and interior Fitout and interior Fitout and
interior works works works interior works
Loan to be re-paid by 31-Mar-27 31-Mar-27 31-Mar-23 31-Mar-23
Interest 15% per 15% per annum 12% per annum 12% per annum
annum with with effect from 01 with effect from on compounded
effect from 01 April 2019 01 April 2021 basis.
April 2019
Outstanding as at 31 March 2023 78.42 80.75 - -
Interest accrued but not due as at 31 March 2023 - - - -
Outstanding as at 31 March 2024 103.42 80.75
Interest accrued but not due as at 31 March 2024 - - - -
Outstanding as at 31 March 2025 103.42 80.75
Interest accrued but not due as at 31 March 2025 - - - -

16.5 Terms of Short-term borrowings:

The company availed the working capital loan from Axis Bank with below terms & conditions
(a) Short term loan from banks includes working capital loan with an outstanding of Rs. Rs. 233.20 against sanctioned limits of Rs. 450.00 from Axis Bank [(31 March 2024: Rs. 329.52 against sanctioned
limits of Rs. 750.00 from Axis bank) and (31 March 2023: Rs. 277.27 against sanctioned limits of Rs. 280.00 from Axis Bank)]
(b) The interest on the facility is 3 months MCLR plus 0.10% which was 9.50% as on 31 March 2025 [(31 March 2024: MCLR plus 0.30% which was 9.50%) and (31 March 2023: MCLR plus 0.60%
which was 9.30%)].

(c) Security :
(1) Primary - (a) First and exclusive charge on the entire asset and movable fixed assets of the company both present and future. (b) Escrow of current and future rent receivable.
(2) Collateral - (a) First and exclusive charge on residential/commercial properties valued as detailed out in 16.1 (2) (a) and cross collateralized with group companies Careernet Technologies Private
Limited & Hirepro Consulting Private Limited.
(b) Exclusive charge on FD of Rs. 225.00 and on MF/FD to the extent of Rs. 12.50 from Corporate guarantor Careernet Technologies Private Limited to be cross collateralized with group companies
Careernet Technologies Private Limited & Hirepro Consulting Private Limited.

(d) Personal guarantee: Irrevocable and unconditional personal guarantee of Rishi Das of Rs. 450.00 [(31 March 2024: Rs. 200.00), (31 March 2023: Rs. 200.00 )], Anshuman Das of Rs. 450.00 [(31
March 2024: Rs. 200.00), (31 March 2023: Rs. 200.00)]. Personal guarantee of Meghna Agarwal and Ashu Agarwal is proposed to the the extent of the value of collateral security upto the year ended 31
March 2024 and Rs. 450.00 each for the year ended 31 March 2025.

(e) Corporate guarantee: Irrevocable and unconditional personal guarantee of Careernet Technologies Private Limited of Rs. 450.00 [(31 March 2024: Rs. 200.00), (31 March 2023: Rs. 200.00)] and
Hirepro Consulting Private Limited of Nil [(31 March 2024: Rs. 200.00), (31 March 2023: Rs. 200.00)].
(f) Purpose: To meet the working capital requirements.

16.6 Term loan from State bank of India

The Company has been sanctioned Term loan I (Capex) of Rs. 1,000.00 and Term loan II (Solar) of Rs. 560.00 by the State Bank of India. Term loan I includes disbursement by way of reimbursement of
expenditure incurred for a period of 3 months up to the sanction subject to a maximum of Rs. 200.00. Under Term loan I Rs. 1000.00, fully drawn down and Term loan II Rs. 299.11 has been drawn as on
31 March 2025 [(31 March 2024: Nil), (31 March 2023: Nil)] with below terms and conditions.

Purpose
Term loan I : Towards financing Fit outs in identified buildings for extending on lease.
Term loan II : Towards setting up of Solar project with capacity of 20 MW at Yadgiri for captive consumption.
Rate of interest
Term loan I : 6 Months MCLR + 0.50%
Term loan II : 6 Months MCLR + 0.95%
Tenor / Door to Door tenor
Term loan I : 72 months from the date of first drawdown.
Term loan II : 127 months from the date of first drawdown.
Repayment
Term loan I : Principal to be repaid in 20 structured ballooning quarterly instalments and the repayment of principal to begin after 15 months from the date of first disbursement and interest shall be served
on monthly basis as applicable.
Term loan II : Principal to be repaid in 38 structured ballooning quarterly instalments and the repayment of principal to begin from subsequent quarter after implementation of phase II of the project i.e.,
from 31 Aug 2025 and interest shall be served on monthly basis as applicable.

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374
Indiqube Spaces Limited (formerly known as Indiqube Spaces Private Limited, Innovent Spaces Private Limited)
Annexure VII - Notes to the Restated Financial Information
(All amounts in Rs. millions, except share data and per share data, and unless otherwise stated)

16 Borrowings (continued)
16.6 Term loan from State bank of India (continued)
Security
(1) Primary
Term Loan I : (a) First and exclusive charge on the fixed assets of the Company that is created out of the proposed loan. (b) First pari-passu charge over designated / escrow account of the Company opened
with SBI Bank where in rent receivables from the project are to be deposited.

Term Loan II : (a) First and exclusive charge on the entire fixed assets of the Company that is created out of the proposed loan. (b) Mortgage of leasehold rights of land proposed to be acquired for the solar
project (c) First pari-passu charge over designated / escrow account of the Company opened with SBI Bank where in rent receivables from the project are to be deposited.

(2) Collateral
Term loan I and Term loan II : Pari-passu first charge on below mentioned properties.
Nature of the property Property details Owner of the property
Residential Flat No. 505, H Block, 5th Floor, Daffodils, Adarsh palm Bellandur, Bengaluru. Ashu Agrawal
Residential Flat No. 504, H Block, 5th Floor, Daffodils, Adarsh palm Bellandur, Bengaluru. Meghna Agrawal
Residential Villa No. 267, Adarsh Palm retreat sy. no. 17/1 & 17/2 Varthur Bengaluru. Rishi Das
Commercial Site No. 15 & 16 Property No. 8, SBI officers colony, 7th main road, 3rd block, Koramangala, Bengaluru. Rishi Das and Anshuman Das

Residential Villa No. 268, Lane II Adarsh Palm retreat Phase 2 off outer ring road, Bengaluru. Anshuman Das
Residential Land at Sy No 122/7, Sy No 122/8, Sy No 122/6B, Hosur, Krishnagiri Rishi Das and Anshuman Das
Residential Site no. 11 sector 5, BDA HSR layout, Bengaluru Careernet Technologies Private
Residential Flat No. G 1604, 16th floor, Greenwich block, brigade metropolis, Whitefield road, Bengaluru. Rishi Das
Personal guarantee
Personal guarantee of Rishi Das, Meghna Agarwal, Anshuman Das and Ashu Agarwal.
Corporate guarantee
Corporate guarantee of Careernet Technologies Private Limited and Hirepro Consulting Private Limited.
Debt service reserve account
DSRA (Debt Service Reserve Account) equivalent to ensuing 2 months debt service obligations (Principal + Interest) at any point of time for Term loan I and DSRA equivalent to 3 months repayment
obligations (Principal + Interest) for Term loan II to be maintained. This amount will be revised and calculated as on 31st March of each year for the corresponding financial year.

State bank of India Term loan I and II with non-current outstanding of Rs. Rs. 1,210.34 [(31 March 2024: Rs. Nil) (31 March 2023: Rs. Nil)] and current maturities of long-term debt Rs. 68.45 [(31 March
2024: Rs. Nil) (31 March 2023: Rs. Nil)]

16.7 The Company has series A and series B 0.001% compulsorily convertible preference shares ("CCPS") having face value of Rs. 10 per share which is fully paid up. Based on the terms mentioned in the
agreement, the preference share holders ('investors') are entitled to, at its option, cause the Company to buy-back the preference shares (CCPS), if the Company is not able to provide viable exit to the
investors.

The above buy-back rights with investors results in the preference shares being classified as a financial liability in accordance with Ind AS.
The impact of the aforesaid transaction for the year ended 31 March 2023 is as follows:
Particulars Amount
Financial liability balance as at 01 April 2022 2,865.80
Financial liability recognised during the year 1,009.99
Loss on fair valuation of financial liability 1,122.49
Financial liability recognised as at 31 March 2023 4,998.28

As on 27 March 2024, the Company and investors have amended the aforesaid agreement such that the Board of the Company at its sole discretion will decide to give effect to the buy back request raised by
the investors. As a result, the company does not have a contractual obligation to buy-back the preference shares.

Accordingly, preference shares issued were reclassified as equity on the date of such reclassification based on the guidance provided under Ind AS and Companies Act, 2013. The face value of the
preference shares has been recorded under share capital and the related premium received on issuance of such shares has been recorded under securities premium. The remaining balance has been credited to
other equity under a separate head 'other reserves' (as disclosed under note 15).

The impact of the aforesaid transaction on the financial statements for the year ended 31 March 2024 is as follows:
Particulars Amount
Financial liability opening balance (including fair value changes) 4,998.28
Loss on fair valuation of financial liability 2,689.53
Less: Reclassified Financial liabilities to preference share capital (10.10)
Less: Reclassified Financial liabilities to securities premium account (1,919.72)
Less: Reclassified Financial liabilities to other reserves (5,757.99)
Financial liability recognised as at 31 March 2024 -

16.8 Vendor financing arrangement

The Company has entered into an arrangement for discounting of vendor’s invoices. The company discounts the invoices for 60 days to 180 days period and pays the discounting charges for equivalent
number of days. The amount outstanding under vendor invoice discounting arrangement is Rs. Rs. 499.56 [(31 March 2024: Rs. Nil) (31 March 2023: Rs. Nil)] and the interest on the discounting
arrangement ranges between 7.00 % to 9.00 %.
16.9 Information about the Company’s exposure to interest rate and liquidity risks is included in note 30.

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Indiqube Spaces Limited (formerly known as Indiqube Spaces Private Limited, Innovent Spaces Private Limited)
Annexure VII - Notes to the Restated Financial Information
(All amounts in Rs. millions, except share data and per share data, and unless otherwise stated)

16 Borrowings (continued)
16.10 Working capital limits statement

For the year ended 31 March 2023

Amount as Whether
Amount as per reported in the Amount of Reasons for return/statement
Quarter ended Name of bank Particulars
books of account quarterly return/ difference difference subsequently
statement rectified
30 September 2022 Axis Bank Stock and Book 253.73 256.48 2.75 The differences Yes
debt statements pertains to -
(a) TDS and
advance payments
were set off at a
later point in time
31 December 2022 Axis Bank Stock and Book 344.02 343.47 (0.55) which are adjusted Yes
debt statements at the time of
reconciliation of
books.
(b) Payments
received from
31 March 2023 Axis Bank Stock and Book 469.80 462.18 (7.62) customers which are Yes
debt statements reflected as
unapplied credits in
the absence of
payment advice
from them.

17 Provisions
As at As at As at
Particulars 31 March 2025 31 March 2024 31 March 2023
Non-current Current Non-current Current Non-current Current
Provision for gratuity (refer note 31 and 33) 73.18 13.00 42.83 8.86 24.83 3.64
Provision for compensated absences (refer note 31) 41.04 10.84 27.58 8.13 23.01 6.24
114.22 23.84 70.41 16.99 47.84 9.88

18 Other financial liabilities

As at As at As at
Particulars 31 March 2025 31 March 2024 31 March 2023
Non-current Current Non-current Current Non-current Current
Security deposits received from customers* 1,990.15 2,083.75 1,671.36 1,517.11 1,394.39 1,030.23
Employee related liabilities (refer note 31) - 7.07 - 1.85 - 1.80
Payable to related parties (refer note 31) - 1.12 - 0.22 - 0.16
Payables on purchase of property, plant and equipment - 632.40 - 737.86 - 445.80
Book overdraft - - - - - 0.00
1,990.15 2,724.34 1,671.36 2,257.04 1,394.39 1,477.99

*Of the above, Rs. 11.45 [(31 March 2024: Rs. 11.45) (31 March 2023: Rs. 23.34)] pertains to related parties. Refer note 31.

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Indiqube Spaces Limited (formerly known as Indiqube Spaces Private Limited, Innovent Spaces Private Limited)
Annexure VII - Notes to the Restated Financial Information
(All amounts in Rs. millions, except share data and per share data, and unless otherwise stated)

19 Trade payables
As at As at As at
Particulars
31 March 2025 31 March 2024 31 March 2023
Total outstanding dues of micro enterprises and small
187.06 193.55 97.48
enterprises (MSME) (refer note 19.1 below)*
Total outstanding dues of creditors other than micro
enterprises and small enterprises 356.60 248.64 174.14

543.66 442.19 271.62

* off the above Rs. 0.78 (31 March 2024:Nil, 31 March 2023: Nil) pertains to related parties. Refer note 31
19.1 Disclosures required under Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006
This information as required under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act, 2006) has been determined to the extent such parties have been identified on
the basis of information available with the Company.
For the year ended 31 March 2025 31 March 2024 31 March 2023
The principal amount and the interest due thereon remaining unpaid to any supplier as at the end of the year:
- Principal amount due to micro and small enterprises
Trade Payables 150.97 174.97 86.13
Capital creditors 368.45 324.77 185.66
- Interest due on the above 17.51 7.23 1.44
The amount of interest paid by the Company in terms of Section 16 of the MSMED Act, 2006 along with the amount 555.46 491.67 325.34
of the payment made to the supplier beyond the appointed date during the year.
The amount of interest due and payable for the period of delay in making payment (which have been paid but beyond - - -
the appointed day during the year) but without adding the interest specified under MSMED Act, 2006.

The amount of interest accrued and remaining unpaid at the end of the accounting year 17.51 7.23 1.44
The amount of further interest remaining due and payable even in the succeeding years, until such date when the 36.09 18.58 11.35
interest dues as above are actually paid to the small enterprise for the purposes of disallowance as a deductible
expenditure under 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 available with the management.

19.2 Ageing for trade payables

As at 31 March 2025
Outstanding for following periods from due date of payment
Particulars
Unbilled Not due Less than 1 year 1-2 years 2-3 years More than 3 years Total
(i) MSME 36.09 - 148.76 2.16 0.05 - 187.06
(ii) Others 97.87 - 258.41 0.30 0.02 - 356.60
133.96 - 407.17 2.46 0.07 - 543.66
As at 31 March 2024
Outstanding for following periods from due date of payment
Particulars
Unbilled Not due Less than 1 year 1-2 years 2-3 years More than 3 years Total
(i) MSME 18.58 - 174.76 0.21 - - 193.55
(ii) Others 113.14 - 134.80 0.69 0.01 0.00 248.64
131.72 - 309.56 0.90 0.01 0.00 442.19
As at 31 March 2023
Outstanding for following periods from due date of payment
Particulars
Unbilled Not due Less than 1 year 1-2 years 2-3 years More than 3 years Total
(i) MSME 11.35 84.53 1.60 0.00 - - 97.48
(ii) Others 61.00 96.65 13.33 2.48 0.68 - 174.14
72.35 181.18 14.93 2.48 0.68 - 271.62
19.3 Information about the Company’s exposure to interest rate and liquidity risks is included in note 30.

20 Other current liabilities

As at As at As at
Particulars
31 March 2025 31 March 2024 31 March 2023
Non-current Current Non-current Current Non-current Current
Contract liabilities* - 40.47 - 35.83 - 13.45
Unearned revenue - 0.48 - 0.67 - 0.43
Deferred income 259.10 227.95 168.38 159.02 141.39 113.59
Statutory dues payable - 80.33 - 64.77 - 45.48
259.10 349.23 168.38 260.29 141.39 172.95
*Of the above, Rs. Nil [(31 March 2024: Rs. 0.13), (31 March 2023: Rs. Nil)] pertains to related parties. Refer note 31.

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Indiqube Spaces Limited (formerly known as Indiqube Spaces Private Limited, Innovent Spaces Private Limited)
Annexure VII - Notes to the Restated Financial Information
(All amounts in Rs. millions, except share data and per share data, and unless otherwise stated)

21 Revenue from operations

For the year ended For the year ended For the year ended
Particulars
31 March 2025 31 March 2024 31 March 2023
Rental income (refer note 30 (b)) 8,702.50 6,803.95 4,572.57
Margin revenue on finance lease - - 41.47
Electricity charges 333.62 354.83 274.34
Maintenance charges 511.25 459.07 380.02
Sale of goods 665.42 474.81 317.39
Others ancillary services 380.07 213.07 211.59
10,592.86 8,305.73 5,797.38
21.1 Reconciling the amount of revenue recognised in the statement of profit and loss with the contracted price
For the year ended For the year ended For the year ended
Particulars
31 March 2025 31 March 2024 31 March 2023
Revenue as per contracted price* 10,598.43 8,180.87 5,732.79
Less: Discounts (10.79) (4.01) (8.47)
Add: Lease equalisation reserve 5.22 128.87 73.06
Revenue from contract with customers 10,592.86 8,305.73 5,797.38
*Refer note 6 (B) (ii) for details of rental income recognised.
21.2 Contract balances
The following table provides information about trade receivables, contract liabilities and unearned revenue
As at As at As at
Particulars
31 March 2025 31 March 2024 31 March 2023
Trade receivables (refer note 21.2(a)) 787.47 592.87 332.13
Contract liabilities (refer note 21.2(b)) 40.47 35.83 13.45
Unearned revenue (refer note 21.2(b)) 0.48 0.67 0.43
21.2(a) Trade receivables are non-interest bearing and generally carry credit period of 0 to 7 days. These include unbilled receivable which primarily relate to Company's right to
consideration for services rendered but not billed at the reporting date. There is no variable consideration included in the transaction price.
21.2(b) Contract liabilities related to payments received in advance of performance against which amount has been received from customer but services are yet to be rendered on the
reporting date. Contract liabilities are recognised evenly over the period of service, being performance of the Company.

The following table provides information about movement in contract liabilities including unearned revenue during the year
For the year ended For the year ended For the year ended
Particulars
31 March 2025 31 March 2024 31 March 2023
Opening balance 36.50 13.88 32.89
Less: Revenue recognised during the year (36.50) (13.88) (32.89)
Add: Amount of consideration received during the year 40.94 36.50 13.88
40.94 36.50 13.88

21.3 Disaggregation of revenue

For the year ended For the year ended For the year ended
Particulars
31 March 2025 31 March 2024 31 March 2023
Within India 10,592.86 8,305.73 5,797.38
Outside India - - -
10,592.86 8,305.73 5,797.38

21.4 Timing of revenue recognition

Revenue from sale of traded goods are transferred to the customers at a point in time, whereas revenue from rental income, electricity charges, maintenance charges and other ancillary
services are transferred over a period of time.
For the year ended For the year ended For the year ended
Particulars
31 March 2025 31 March 2024 31 March 2023
Revenue recognised over the period of time 9,927.44 7,830.92 5,479.99
Revenue recognised at a point in time 665.42 474.81 317.39
Revenue from contract with customers 10,592.86 8,305.73 5,797.38

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Indiqube Spaces Limited (formerly known as Indiqube Spaces Private Limited, Innovent Spaces Private Limited)
Annexure VII - Notes to the Restated Financial Information
(All amounts in Rs. millions, except share data and per share data, and unless otherwise stated)

22 Other income
For the year ended For the year ended For the year ended
Particulars
31 March 2025 31 March 2024 31 March 2023
Interest income under the effective interest method on
- fixed deposits 6.45 5.01 0.92
- unwinding of fair valuation of security deposits 119.68 99.30 61.99
- unwinding of fair valuation of lease receivables 21.31 32.10 36.68
Interest income on income tax refund 6.25 14.82 18.79
Gain on sale of investments (net) 0.72 0.15 7.60
Gain on termination of lease 28.78 49.20 -
Reversal of provision for impairment of Property, plant and equipment 20.84 - -
Income on amortisation of deferred income 232.42 170.05 87.97
Miscellaneous income - 0.24 1.42
436.45 370.87 215.37

23 Purchases of traded goods

For the year ended For the year ended For the year ended
Particulars
31 March 2025 31 March 2024 31 March 2023
Information technology and electrical equipments 66.26 60.21 87.42
Fitouts and furnitures 129.83 59.88 38.40
Food and beverages 298.47 246.47 147.99
Others 24.97 23.20 15.68
519.53 389.76 289.49

24 Employee benefits expense

For the year ended For the year ended For the year ended
Particulars
31 March 2025 31 March 2024 31 March 2023
Salaries, wages and bonus 645.04 477.37 374.27
Contribution to provident funds (refer note 33) 15.12 13.30 10.78
Gratuity expenses (refer note 33) 17.67 20.83 9.15
Equity settled share based payments (refer note 34) 73.02 116.89 35.31
Staff welfare expenses 7.41 9.29 5.78
758.26 637.68 435.29

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Indiqube Spaces Limited (formerly known as Indiqube Spaces Private Limited, Innovent Spaces Private Limited)
Annexure VII - Notes to the Restated Financial Information
(All amounts in Rs. millions, except share data and per share data, and unless otherwise stated)

25 Finance costs
For the year ended For the year ended For the year ended
Particulars
31 March 2025 31 March 2024 31 March 2023
Interest expense on borrowings
- from banks and financial institutions measured at amortised cost 187.21 133.18 39.15
- from others 27.63 25.31 56.02
Interest expense on lease liabilities 2,810.40 2,211.95 1,692.79
Interest expense on security deposits received 225.16 165.31 81.76
Other borrowing cost 53.11 24.27 10.36
3,303.51 2,560.02 1,880.08
26 Depreciation and amortisation expense
For the year ended For the year ended For the year ended
Particulars
31 March 2025 31 March 2024 31 March 2023
Depreciation of property, plant and equipment (refer note 4) 984.54 781.75 534.03
Depreciation of right of-use-assets (refer note 6) 3,868.85 3,122.94 2,434.36
Amortisation of intangible assets (refer note 7) 18.00 17.74 13.11
4,871.39 3,922.43 2,981.50

27 Other expenses
For the year ended For the year ended For the year ended
Particulars
31 March 2025 31 March 2024 31 March 2023
Rent (refer note 30 (a)) 118.38 76.21 53.82
Power and fuel 695.11 549.60 371.22
Security expenses 283.95 227.95 143.61
Legal and professional charges 66.55 26.88 27.88
Payment to Auditors* 3.18 3.00 2.59
House keeping expenses 539.42 401.44 263.45
Office expenses 76.98 59.12 34.32
Internet and website expenses 93.82 80.20 53.28
Rates and taxes 3.85 0.78 0.49
Repairs and maintenance
- buildings 528.26 376.76 260.72
- plant and machinery 34.24 27.77 11.43
- others 55.83 15.83 8.80
Other service cost 139.96 94.19 81.75
Communication 2.82 2.44 2.19
Travelling and conveyance 128.99 93.98 56.91
Printing and stationery 9.75 7.19 3.53
Brokerage expenses 258.79 172.10 112.70
Business promotion 57.32 25.56 6.07
Insurance 13.61 5.23 4.78
Books and subscription 9.50 8.42 7.58
Property, plant and equipment written off 17.06 41.65 -
Loss on fair valuation of financial liabilities - 2,689.53 1,122.49
Allowance for doubtful advances and deposits 5.43 6.39 22.04
Allowance for expected credit losses 3.88 0.39 48.78
Impairment loss on property, plant and equipment - 20.84 -
Miscellaneous expenses 2.97 1.48 5.27
3,149.65 5,014.93 2,705.70

(*) Auditors remuneration excluding Goods and Service Tax

For the year ended For the year ended For the year ended
Particulars
31 March 2025 31 March 2024 31 March 2023
Payment to Auditor as
(a) Statutory audit 3.00 3.00 2.34
(b) Reimbursement of expenses 0.18 - 0.25
(c) Other services 24.20 - -
Other adjustments* (24.20) - -
3.18 3.00 2.59
*refer note 10 and 11 for IPO related prepaid expenses

380
Indiqube Spaces Limited (formerly known as Indiqube Spaces Private Limited, Innovent Spaces Private Limited)
Annexure VII - Notes to the Restated Financial Information
(All amounts in Rs. millions, except share data and per share data, and unless otherwise stated)

28 Earnings per share (EPS)

Basic earnings per equity share is computed by dividing the net profit attributable to the equity holders of the Company by the weighted average number of equity shares outstanding
during the year.
Diluted earnings per equity share is computed by dividing the net profit attributable to the owners of the parent by the weighted average number of equity shares considered for
deriving basic earnings per equity share and also the weighted average number of equity shares that could have been issued upon conversion of all dilutive potential equity shares,
except where the results would be anti-dilutive. Dilutive potential equity shares are deemed converted as at the beginning of the period, unless issued at a later date.
Earnings
For the year ended For the year ended For the year ended
Particulars
31 March 2025 31 March 2024 31 March 2023
Loss for the year (1,396.17) (3,415.08) (1,981.09)
Less: Dividend on preference shares* (0.00) (0.00) (0.00)
Net loss attributable to equity shareholders for calculation of basic EPS (1,396.17) (3,415.08) (1,981.09)
Add: Dividend on cumulative compulsorily convertible preference shares* 0.00 0.00 0.00
Net loss adjusted for the effects of dilutive potential equity shares for
calculation of diluted EPS (1,396.17) (3,415.08) (1,981.09)

* Rs. 716.89 [(31 March 2024: Rs. 73.80), (31 March 2023: Rs. 73.80)] has been shown as Rs. 0.00 due to rounding off to millions.

Shares
For the year ended For the year ended For the year ended
Particulars
31 March 2025 31 March 2024 31 March 2023
Weighted average number of equity shares outstanding during the year for 130,183,612 1,833,572 1,825,496
calculation of basic and diluted EPS
Add: Effects of bonus shares issue [refer note below and note 14 (j)] - 128,350,040 127,784,699
Total weighted average number of equity shares outstanding at the end of the 130,183,612 130,183,612 129,610,195
year post bonus share issue (A) (refer note below)

Weighted average number of instruments entirely equity in nature outstanding 52,395,259 10,109 -
during the year for calculation of basic and diluted EPS
Add: Effects of share spilt of instruments completely in the nature of equity [refer - 90,981 -
note 14 (n)]
Add: Effects of bonus shares issue [refer note below and note 14 (j)] - 616,649 -
Total weighted average number of instruments entirely equity in nature 52,395,259 717,739 -
outstanding at the end of the year post share split and bonus share issue (B)
(refer note below)

Total weighted average number of shares for calculation of basic and diluted 182,578,871 130,901,351 129,610,195
EPS (C=A+B)*

Basic and Diluted earnings per share (Rs.)* (7.65) (26.09) (15.28)

*Potential equity shares on account of compulsorily convertible preference shares other than those classified as instruments entirely equity in nature (refer note 16.7) and ESOPs are
anti-dilutive in nature. Accordingly, the weighted average number of shares outstanding during the year for calculation of basic EPS is used for calculation of diluted EPS in terms Ind
AS 33 "Earning per share" (refer note 14).

Note:
As required under Ind AS – 33, “Earnings per share”, the effect of split and bonus is adjusted for the purpose of computing earnings per share for all the year presented retrospectively.

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Indiqube Spaces Limited (formerly known as Indiqube Spaces Private Limited, Innovent Spaces Private Limited)
Annexure VII - Notes to the Restated Financial Information
(All amounts in Rs. millions, except share data and per share data, and unless otherwise stated)

Note 29 - Income-tax

(a) Amounts recognised in Statement of Profit and Loss

For the For the For the

Particulars year ended year ended year ended
31 March 2025 31 March 2024 31 March 2023
Current tax 76.77 84.20 -
Deferred tax (253.63) (517.34) (298.22)
Tax expense for the year (176.86) (433.14) (298.22)

(b) Amounts recognised in other comprehensive income

For the year ended 31 March 2025 For the year ended 31 March 2024
Particulars Before tax Tax (expense) Net of tax Before tax Tax (expense) Net of tax
benefit benefit
Items that will not be reclassified to statement of profit and loss
Remeasurements of the defined benefit plans (19.10) 4.81 (14.29) (3.22) 0.94 (2.28)
(19.10) 4.81 (14.29) (3.22) 0.94 (2.28)

For the year ended 31 March 2023

Particulars Before tax Tax (expense) Net of tax
benefit
Items that will not be reclassified to statement of profit and loss
Remeasurements of the defined benefit plans 2.86 (0.74) 2.12
2.86 (0.74) 2.12

(c) Reconciliation of effective tax rate

For the year ended For the year ended For the year ended
Particulars 31 March 2025* 31 March 2024 31 March 2023

Loss before tax (1,573.03) (3,848.22) (2,279.31)

Tax using the Company’s domestic tax rate: 25.17% (395.90) 29.12% (1,120.60) 26.00% (592.62)
Tax effect of:
Loss on fair valuation of financial liability of CCPS - - -20.35% 783.19 -12.80% 291.85
on which deferred tax not created
Impact of change in tax rate* -12.62% 198.50 1.52% (58.49) - -
Others -1.31% 20.54 0.97% (37.24) -0.11% 2.55
11.24% (176.86) 11.26% (433.14) 13.09% (298.22)
*From the financial year 2024-2025, the Company shall opt for tax rate under Section 115BAA of Income Tax Act, 1961 and accordingly applicable tax rate shall be 25.17% from 01 April 2024.

(d) Recognised deferred tax assets and liabilities

Deferred tax assets and liabilities are attributable to the following:
Deferred tax assets Deferred tax liabilities Deferred tax (liabilities) / asset, net
Particulars
31 March 2025 31 March 2024 31 March 2025 31 March 2024 31 March 2025 31 March 2024
Property, plant and equipment - 69.21 32.99 - (32.99) 69.21
Employee benefits 34.75 25.45 - - 34.75 25.45
Provision for interest on MSME 9.08 5.41 - - 9.08 5.41
Expenses allowed on payment basis 28.52 27.03 - - 28.52 27.03
Security deposits paid to landlord carried at amortized cost 317.81 258.39 - - 317.81 258.39
Deferred revenue on security deposit received 122.58 95.34 - - 122.58 95.34
Allowance for doubtful advances and deposits 2.79 20.60 - - 2.79 20.60
Allowance for expected credit losses 23.97 26.61 - - 23.97 26.61
Lease liabilities 9,417.74 8,388.13 - - 9,417.74 8,388.13
Property, plant and equipment - - - - - -
Right-of-use-assets - - 8,300.96 7,535.18 (8,300.96) (7,535.18)
Deferred operating lease rentals - - 127.85 146.41 (127.85) (146.41)
Security deposits received from customers carried at amortized cost - - 127.17 98.53 (127.17) (98.53)
EIR impact on borrowings - - 6.91 4.08 (6.91) (4.08)
Net investment in finance lease - - 52.27 100.95 (52.27) (100.95)
ROU depreciation capitalisation in CWIP - - 44.96 25.34 (44.96) (25.34)
9,957.24 8,916.17 8,693.11 7,910.49 1,264.13 1,005.68
Deferred tax assets and liabilities are attributable to the following:
Deferred tax assets Deferred tax liabilities Deferred tax (liabilities) / asset, net
Particulars
31 March 2023 31 March 2023 31 March 2023
Property, plant and equipment 27.54 - 27.54
Employee benefits 15.01 - 15.01
Provision for interest on MSME 2.95 - 2.95
Security deposits paid to landlord carried at amortized cost 191.27 - 191.27
Deferred revenue on security deposit received 66.29 - 66.29
Unabsorbed depreciation 41.25 - 41.25
Allowance for doubtful advances and deposits 16.74 - 16.74
Allowance for expected credit losses 23.66 - 23.66
Lease liabilities 5,985.78 - 5,985.78
Right-of-use-assets - 5,590.10 (5,590.10)
Deferred operating lease rentals - 97.21 (97.21)
Security deposits received from customers carried at amortized cost - 67.91 (67.91)
EIR impact on borrowings - 2.43 (2.43)
Net investment in finance lease - 125.44 (125.44)
6,370.49 5,883.09 487.40

382
Indiqube Spaces Limited (formerly known as Indiqube Spaces Private Limited, Innovent Spaces Private Limited)
Annexure VII - Notes to the Restated Financial Information
(All amounts in Rs. millions, except share data and per share data, and unless otherwise stated)

Note 29 - Income-tax (continued)

(e) Tax losses carried forward

Tax losses for which deferred tax asset was recognised expire as follows
31 March 2025 31 March 2024 31 March 2023
As at
Amount Expiry date Amount Expiry date Amount Expiry date
Expire - - - - - -
Never expire - - - - 158.64 -
- - 158.64
The Company has generally been consistent in meeting its budgets and has prepared budgets for future years, projecting taxable profits against which the carry-forward losses will be offset. The
Company has been able to maintain the overall occupancy by retaining existing customers and identifying buildings at prime location and converting them to high yielding business centres for cost
efficiency and higher revenue by entering into multi-year contracts with the landlords and tenants. As a result, the Company has recognised deferred tax asset of Rs. 1,264.13 for the period ended 31
March 2025, Rs. 1005.68 for year ended 31 March 2024, Rs. 487.40 for the year ended 31 March 2023 because management considers it probable that future taxable profits would be available against
which such assets can be utilized.
(f) Movement in temporary differences
As at Recognised in Recognised Recognised Others As at
Particulars 1 April 2024 statement of in OCI directly in equity 31 March 2025
profit and loss
Property, plant and equipment 69.21 102.20 - - - (32.99)
Employee benefits 25.45 (4.49) (4.81) - - 34.75
Provision for interest on MSME 5.41 (3.67) - - - 9.08
Expenses allowed on payment basis 27.03 (1.49) - - - 28.52
Security deposits paid to landlord carried at amortized cost 258.39 (59.42) - - - 317.81
Deferred revenue on security deposit received 95.34 (27.24) - - - 122.58
Allowance for doubtful advances 20.60 17.81 - - - 2.79
Allowance for expected credit losses 26.61 2.64 - - - 23.97
Lease liabilities 8,388.13 (1,029.61) - - - 9,417.74
Right-of-use-assets (7,535.18) 765.78 - - - (8,300.96)
Deferred operating lease rentals (146.41) (18.56) - - - (127.85)
Security deposits received from customers carried at amortized cost (98.53) 28.64 - - - (127.17)
EIR impact on borrowings (4.08) 2.83 - - - (6.91)
Net investment in finance lease (100.95) (48.68) - - - (52.27)
ROU depreciation capitalisation in CWIP (25.34) 19.63 - - - (44.96)
1,005.68 (253.63) (4.81) - - 1,264.13

As at Recognised in Recognised Recognised Others As at

Particulars 1 April 2023 statement of in OCI directly in equity 31 March 2024
profit and loss
Property, plant and equipment 27.54 (41.67) - - - 69.21
Employee benefits 15.01 (9.50) (0.94) - - 25.45
Provision for interest on MSME 2.95 (2.46) - - - 5.41
Expenses allowed on payment basis - (27.03) - - - 27.03
Security deposits paid to landlord carried at amortized cost 191.27 (67.12) - - - 258.39
Deferred revenue on security deposit received 66.29 (29.05) - - - 95.34
Unabsorbed depreciation 41.25 41.25 - - - -
Allowance for doubtful advances 16.74 (3.86) - - - 20.60
Allowance for expected credit losses 23.66 (2.95) - - - 26.61
Lease liabilities 5,985.78 (2,402.35) - - - 8,388.13
Right-of-use-assets (5,590.10) 1,945.08 - - - (7,535.18)
Deferred operating lease rentals (97.21) 49.20 - - - (146.41)
Security deposits received from customers carried at amortized cost (67.91) 30.62 - - - (98.53)
EIR impact on borrowings (2.43) 1.65 - - - (4.08)
Net investment in finance lease (125.44) (24.49) - - - (100.95)
ROU depreciation capitalisation in CWIP - 25.34 - - - (25.34)
487.40 (517.34) (0.94) - - 1,005.68

As at Recognised in Recognised Recognised Others As at

Particulars 1 April 2022 statement of in OCI directly in equity 31 March 2023
profit and loss
Property, plant and equipment (7.30) (34.84) - - - 27.54
Employee benefits 12.67 (3.08) 0.74 - - 15.01
Provision for interest on MSME 2.57 (0.38) - - - 2.95
Security deposits paid to landlord carried at amortized cost 139.76 (51.51) - - - 191.27
Deferred revenue on security deposit received 38.37 (27.92) - - - 66.29
Unabsorbed depreciation 114.92 73.67 - - - 41.25
Allowance for doubtful advances and deposits 11.00 (5.74) - - - 16.74
Allowance for expected credit losses 10.97 (12.69) - - - 23.66
Lease liabilities 4,649.53 (1,336.25) - - - 5,985.78
Right-of-use-assets (4,551.96) 1,038.14 - - - (5,590.10)
Deferred operating lease rentals (78.22) 18.99 - - - (97.21)
Security deposits received from customers carried at amortized cost (38.37) 29.54 - - - (67.91)
EIR impact on borrowings (0.73) 1.70 - - - (2.43)
Net investment in finance lease (113.29) 12.15 - - - (125.44)
189.92 (298.22) 0.74 - - 487.40

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Indiqube Spaces Limited (formerly known as Indiqube Spaces Private Limited, Innovent Spaces Private Limited)
Annexure VII - Notes to the Restated Financial Information
(All amounts in Rs. millions, except share data and per share data, and unless otherwise stated)

Note 29 - Income-tax (continued)

The following table provides the details of income tax assets and income tax liabilities as of 31 March 2025, 31 March 2024 and 31 March 2023
As at As at As at
Particulars
31 March 2025 31 March 2024 31 March 2023
Income tax assets (net) 196.80 132.98 405.85
Net current income tax asset 196.80 132.98 405.85

The gross movement in the non-current income tax asset / (liability) for the year ended 31 March 2025, 31 March 2024 and 31 March 2023 is as follows.
For the For the For the
Particulars year ended year ended year ended
31 March 2025 31 March 2024 31 March 2023
Net current income tax asset / (liability) at the beginning of the year 132.98 405.85 297.37
Income taxes paid (net of refund) excluding interest income on income tax refund 140.59 (188.67) 108.48
Current income tax expense (76.77) (84.20) -
Net non-current income tax asset / (liability) at the end of the year 196.80 132.98 405.85

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Indiqube Spaces Limited (formerly known as Indiqube Spaces Private Limited, Innovent Spaces Private Limited)
Annexure VII - Notes to the Restated Financial Information
(All amounts in Rs. millions, except share data and per share data, and unless otherwise stated)

30 Financial instruments - fair values and risk management

i. Accounting classification and fair values

The following table shows the carrying amounts and fair values of financial assets and financial liabilities as at 31 March 2025, including their levels in the fair value hierarchy. It does not include
fair value information for financial assets and financial liabilities if the carrying amount is a reasonable approximation of fair value.

Carrying amount Fair value

Particulars Other financial

Financial assets Total carrying
Note FVTPL FVOCI liabilities - Level 1 Level 2 Level 3 Total
-amortised cost amount
amortised cost
Financial assets
Other financial assets 10 - - 2,092.32 - 2,092.32 - - - -
Trade receivables 12 - - 787.47 - 787.47 - - - -
Cash and cash equivalents 13.1 - - 59.44 - 59.44 - - - -
Bank balances other than cash and cash equivalents 13.2 - - 0.87 - 0.87 - - - -
- - 2,940.10 - 2,940.10

Financial liabilities
Borrowings 16 - - - 3,439.58 3,439.58 - - - -
Trade payables 19 - - - 543.66 543.66 - - - -
Lease liabilities 6 - - - 37,438.22 37,438.22 - - - -
Other financial liabilities 18 - - - 4,714.49 4,714.49 - - - -
- - - 46,135.95 46,135.95

The following table shows the carrying amounts and fair values of financial assets and financial liabilities as at 31 March 2024, including their levels in the fair value hierarchy. It does not include
fair value information for financial assets and financial liabilities if the carrying amount is a reasonable approximation of fair value.

Carrying amount Fair value

Particulars Other financial
Financial assets Total carrying
Note FVTPL FVOCI liabilities - Level 1 Level 2 Level 3 Total
-amortised cost amount
amortised cost
Financial assets
Investments in equity instrument 9 9.65 - - - 9.65 - 9.65 - 9.65
Other financial assets 10 - - 1,715.57 - 1,715.57 - - - -
Trade receivables 12 - - 592.87 - 592.87 - - - -
Cash and cash equivalents 13.1 - - 3.71 - 3.71 - - - -
Bank balances other than cash and cash equivalents 13.2 - - 0.82 - 0.82 - - - -
9.65 - 2,312.97 - 2,322.62

Financial liabilities
Borrowings 16 - - - 1,640.20 1,640.20 - - - -
Trade payables 19 - - - 442.19 442.19 - - - -
Lease liabilities 6 - - - 28,845.94 28,845.94 - - - -
Other financial liabilities 18 - - - 3,928.40 3,928.40 - - - -
- - - 34,856.73 34,856.73

The following table shows the carrying amounts and fair values of financial assets and financial liabilities as at 31 March 2023, including their levels in the fair value hierarchy. It does not include
fair value information for financial assets and financial liabilities if the carrying amount is a reasonable approximation of fair value.
Carrying amount Fair value

Particulars Other financial

Financial assets Total carrying
Note FVTPL FVOCI liabilities - Level 1 Level 2 Level 3 Total
-amortised cost amount
amortised cost
Financial assets
Investments in equity instrument 9 9.65 - - - 9.65 - 9.65 - 9.65
Other financial assets 10 - - 1,496.03 - 1,496.03 - - - -
Trade receivables 12 - - 332.13 - 332.13 - - - -
Cash and cash equivalents 13.1 - - 104.42 - 104.42 - - - -
Bank balances other than cash and cash equivalents 13.2 - - 0.19 - 0.19 - - - -
9.65 - 1,932.77 - 1,942.42

Financial liabilities
Borrowings 16 4,998.28 - - 1,233.33 6,231.61 - - 4,998.28 4,998.28
Trade payables 19 - - - 271.62 271.62 - - - -
Lease liabilities 6 - - - 23,026.51 23,026.51 - - - -
Other financial liabilities 18 - - - 2,872.38 2,872.38 - - - -
4,998.28 - - 27,403.84 32,402.12

385
Indiqube Spaces Limited (formerly known as Indiqube Spaces Private Limited, Innovent Spaces Private Limited)
Annexure VII - Notes to the Restated Financial Information
(All amounts in Rs. millions, except share data and per share data, and unless otherwise stated)
30 Financial instruments - fair values and risk management (continued)

(ii) Fair value of financial assets and liabilities measured at amortised cost
The fair value of cash and cash equivalents, bank balances, trade receivables, loans, trade payables and other financial assets and liabilities approximate their carrying amount largely due to the
short-term nature of these instruments. The Company's loans have been contracted at market rates of interest. Accordingly, the carrying value of such loans approximate fair value.
(iii) Fair value hierarchy
Financial assets and financial liabilities measured at fair value in the statement of financial position are grouped into three levels of a fair value hierarchy. The three levels are defined based on the
observability of significant inputs to the measurement, as follows:
Level 1: Quoted prices (unadjusted) in active markets for financial instruments.
Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data rely as little as
possible on entity specific estimates. If significant inputs required to fair value an instrument are observable, the instrument is included in Level 2. This includes investment in unquoted shares. The
investments in unquoted shares at cost as an appropriate estimate of fair value
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.
The following table provides the fair value measurement hierarchy of the Company's assets and liabilities:
Fair Value As at As at
As at
Particulars Hierarchy 31 March 31 March
31 March 2023
(Level) 2025 2024
Assets
Investments - Unquoted equity shares 2 - 9.65 9.65

Liabilities
Compulsory convertible preference shares 3 - - 4,998.28

There were no transfers between Level 1, 2 and 3 during the year ended 31 March 2025, 31 March 2024, 31 March 2023.
Valuation techniques and significant unobservable inputs
Compulsory cumulative preference shares
The Company has used discounted cash flow (DCF) method for valuation of compulsory convertible preference shares. The DCF method values the asset by discounting the cash flows expected to
be generated by the asset for the explicit forecast period and also the perpetuity value (or terminal value) in case of assets with indefinite life.

Significant unobservable inputs used

Discount rate: The discount rate is determined based on weighted average cost of capital (WACC) which is Nil [(31 March 2024: Nil) (31 March 2023: 17.94%)].
Growth rate: The growth rate considered is Nil [(31 March 2024: Nil) (31 March 2023: 5%)].
Relationship of unobservable input with fair value
Increase/decrease in discount rate would result in decrease/ increase in fair value. Increase/decrease in growth rate would result in increase/decrease in fair value.
Sensitivity analysis
For the fair value of compulsory convertible preference shares, reasonably possible changes at the reporting date to one of the significant unobservable inputs, holding other inputs constant, would
have the following effects.
Profit / (loss)
For the year ended
Increase Decrease
31 March 2023
Growth rate (2% movement) (2,801.80) 2,051.60
Risk adjusted discount rate (1% movement) 1,894.80 (2,253.00)

Reconciliation of fair value movement of financial liabilities measured at fair value on a recurring basis and categorised within Level 3 of the fair value hierarchy is as under:
As at As at
As at
Financial Liabilities at FVTPL 31 March 31 March
31 March 2023
2025 2024
Opening Balance - 4,998.28 2,865.80
Additions during the year - - 1,009.99
Loss during the year recognised in statement of profit and loss - 2,689.53 1,122.49
Financial liability reclassified to equity - -7,687.81 -
Closing Balance - - 4,998.28

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Indiqube Spaces Limited (formerly known as Indiqube Spaces Private Limited, Innovent Spaces Private Limited)
Annexure VII - Notes to the Restated Financial Information
(All amounts in Rs. millions, except share data and per share data, and unless otherwise stated)

30 Financial instruments - fair values and risk management (continued)

The Company has exposure to the following risks arising from financial instruments:
▪ Credit risk;
▪ Liquidity risk; and
▪ Market risk

Risk management framework

The Company’s Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The Company’s risk management policies
are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies
and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities. The Company, through its training and management standards and procedures,
aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

i) Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the
Company’s receivables from customers. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which
the Company grants credit terms in the normal course of business. Financial instruments that are subject to concentrations of credit risk principally consist of trade receivables, cash and
cash equivalents, bank deposits and other financial assets. The Company establishes an allowance for doubtful debts and impairment that represents its estimate of incurred losses in
respect of trade and other receivables. None of the other financial instruments of the Company result in material concentration of credit risk.

Trade receivables
The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the customer, including the default risk of the industry
and country in which the customer operates, also has an influence on credit risk assessment. Credit risk is managed through credit approvals, establishing credit limits and continuously
monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business.
The Company's exposure to credit risk for trade receivables by the type of counterparty is as follows:
Carrying amount 31 March 2025 31 March 2024 31 March 2023
Unsecured 874.97 683.76 422.31
Related parties 7.75 0.48 0.80
882.72 684.24 423.11
Out of the total trade receivables of Rs. 882.73 [(31 March 2024: Rs. 684.24) (31 March 2023: Rs. 423.11)], the exposure considered for expected credit loss is Rs. 254.25 [(31 March
2024: Rs. 255.30); (31 March 2023: Rs. 189.72)]. The balance which is not considered for impairment pertains to customers where the company has received security deposits from the
respective customers and hence default, if any, in collection is compensated.

The following table provides information about the exposure to credit risk and expected credit loss for trade receivables:

Gross carrying Weighted

31 March 2025 Loss allowance
amount average loss rate

0-1 Year 158.85 1.67% 2.65

1-2 Year 8.03 65.13% 5.23
2-3 Year 64.79 100.00% 64.79
3-4 Year 10.20 100.00% 10.20
4-5 Years 8.27 100.00% 8.27
5 and above 4.11 100.00% 4.11
254.25 95.25

Gross carrying Weighted

31 March 2024 Loss allowance
amount average loss rate
0-1 Year 165.71 1.65% 2.74
1-2 Year 66.65 98.55% 65.69
2-3 Year 9.68 100.00% 9.68
3-4 Year 9.19 100.00% 9.19
4-5 Years 4.07 100.00% 4.07
255.30 91.37

Gross carrying Weighted

31 March 2023 Loss allowance
amount average loss rate
0-1 Year 167.80 41.16% 69.06
1-2 Year 7.37 100.00% 7.37
2-3 Year 9.49 100.00% 9.49
3-4 Year 5.06 100.00% 5.06
189.72 90.98

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Indiqube Spaces Limited (formerly known as Indiqube Spaces Private Limited, Innovent Spaces Private Limited)
Annexure VII - Notes to the Restated Financial Information
(All amounts in Rs. millions, except share data and per share data, and unless otherwise stated)
30 Financial instruments - fair values and risk management (continued)
Credit risk (continued)
The movement in the allowance for impairment in respect of trade receivables is as follows:

Particulars 31 March 2025 31 March 2024 31 March 2023

Balance as at the beginning of the year 91.37 90.98 42.20
Loss allowance recognised 3.88 0.39 48.78
Balance as at the end of the year 95.25 91.37 90.98
Financial assets are categorised into the following based on credit risk:
Low credit risk
Moderate credit risk
High credit risk
Based on business environment in which the Company operates, a default on a financial asset is considered when the counter party fails to make payments within the agreed time period
as per contract Loss rates reflecting defaults are based on actual credit loss experience and considering differences between current and historical economic conditions.
The Company provides for expected credit loss based on the following:
Category Asset class exposed to credit risk Allowance for expected credit loss
Low credit risk/ medium credit risk Trade receivables, Cash and cash equivalents, Other financial 12 Months expected credit loss or specific allowance
assets measured at amortised cost whichever is higher

Management of Credit risk

i. Cash and cash equivalents and bank deposits
Credit risk related to cash and cash equivalents and bank deposits is managed by only selecting highly rated banks and diversifying bank deposits and accounts in different banks across
the country.
ii. Trade receivables
Customer credit risk is managed by requiring customers to pay advances and security at the time of entering into contract with customer, therefore, substantially eliminating the Company's
credit risk in this respect. Company recognises impairment on a specific identification basis for debtors where no security exists.
iii. Other financial assets measured at amortised cost
Other financial assets measured at amortised cost includes security deposits, finance lease receivables, and others. Credit risk related to these other financial assets is managed by
monitoring the recoverability of such amounts continuously, while at the same time internal control system are in place to ensure the amounts are recovered within defined limits.

ii) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial
asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and
stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.
The Company has obtained term loans and working capital limits from banks (disclosed in note 16) .
The table below provides details regarding the contractual maturities of significant financial liabilities as at reporting dates.
As at 31 March 2025
Particulars Contractual cash flows
0-1 years 1-2 years 2-5 years 5 years and above
Carrying amount
Non-derivative financial liabilities
Borrowings 3,439.58 1,225.71 758.16 1,237.42 245.52
Trade payables 543.66 543.66 - - -
Lease liabilities 37,438.22 6,154.30 6,570.97 20,048.53 18,884.03
Other financial liabilities 4,714.49 2,776.46 965.05 1,443.78 35.24
46,135.95 10,700.13 8,294.18 22,729.73 19,164.79
As at 31 March 2024
Particulars Contractual cash flows
Carrying amount 0-1 years 1-2 years 2-5 years 5 years and above
Non-derivative financial liabilities
Borrowings 1,640.20 638.74 300.95 714.53 -
Trade payables 442.19 442.19 - - -
Lease liabilities 28,845.94 4,743.87 4,969.88 15,508.71 13,989.65
Other financial liabilities 3,928.40 2,277.79 1,122.65 866.30 -
34,856.73 8,102.59 6,393.48 17,089.54 13,989.65

As at 31 March 2023
Particulars Contractual cash flows
Carrying amount 0-1 years 1-2 years 2-5 years 5 years and above
Non-derivative financial liabilities
Borrowings 6,231.61 492.06 368.39 382.24 4,998.28
Trade payables 271.62 271.62 - - -
Lease liabilities 23,026.51 3,570.17 3,709.70 12,094.61 11,935.36
Other financial liabilities 2,872.38 1,494.58 379.61 1,241.01 18.36
32,402.12 5,828.43 4,457.70 13,717.86 16,952.00

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Indiqube Spaces Limited (formerly known as Indiqube Spaces Private Limited, Innovent Spaces Private Limited)
Annexure VII - Notes to the Restated Financial Information
(All amounts in Rs. millions, except share data and per share data, and unless otherwise stated)
30 Financial instruments - fair values and risk management (continued)

The Company has a strong focus on liquidity and maintains a robust cash position to ensure adequate cover for responding to potential short-term market dislocation. Cash generated
through operating activities remains the primary source for liquidity along with undrawn borrowing facilities and levels of cash and cash equivalents.

iii) Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company’s income or the value of its holdings of
financial instruments. Market risk is attributable to all market risk sensitive financial instruments including foreign currency receivables and payables and long term debt. The objective of
market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

a) Interest rate 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 Company's borrowing comprises
of working capital loan and term loans which carries fixed rate of interest and which do not expose it to interest rate risk.

(a) Interest rate risk exposure

The exposure of the Company's borrowing to interest rate changes at the end of the reporting period are as follows:
As at 31 March 2025 31 March 2024 31 March 2023
Fixed rate borrowings 683.73 184.17 159.17
Variable rate borrowings 2,755.85 1,456.03 1,074.16
Total borrowings 3,439.58 1,640.20 1,233.33
Total borrowings considered above includes current maturities of long term borrowings.
A reasonably possible change of 100 basis points in interest rates at the reporting date would have increased / decreased equity and profit or loss by amounts shown below. This analyses
assumes that all other variables remain constant. This calculation also assumes that the change occurs at the balance sheet date and has been calculated based on risk exposures
outstanding as at that date.

Profit or loss Equity, net of tax

Particulars
1% increase 1% decrease 1% increase 1% decrease
31 March 2025 (27.56) 27.56 (20.62) 20.62
31 March 2024 (14.56) 14.56 (10.32) 10.32
31 March 2023 (10.74) 10.74 (7.95) 7.95

b) Currency risk
The currency risk is the exchange-rate risk, arises from the change in price of one currency in relation to another. The Company is not exposed to foreign currency transactions, hence there
is no associated currency risk.

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Indiqube Spaces Limited (formerly known as Indiqube Spaces Private Limited, Innovent Spaces Private Limited)
Annexure VII - Notes to the Restated Financial Information
(All amounts in Rs. millions, except share data and per share data, and unless otherwise stated)
31 Related party disclosures
31.1 Names of related parties and related party relationship
(A) Shareholders in the company with whom no transactions have taken place during the year
Aravali Investment Holdings, Mauritius
(B) Other related parties with whom transactions have taken place during the year
Enterprises owned or significantly influenced by Directors
Careernet Technologies Private Limited, India
Innoprop Spaces Private Limited, India
Cuisines Enterprises, India (Partnership firm)
Grub Group, India (Partnership firm)
Hirepro Consulting Private Limited, India
Hirepro Technologies Private Limited, India
Million Minds Management Services Limited, India

Key management personnel (KMP)

Executive Directors
Rishi Das, Chairman and Chief Executive Officer
Meghna Agarwal, Chief Operating Officer

Non-Executive and Non- Independent Directors

Anshuman Das
Sandeep Singhal (w.e.f. 23 July 2024)

Senior Management Personnel

Pranav Ayanath Kuttiyat, Company Secretary and Compliance Officer (w.e.f 15 November 2024)
Pawan J Jain, Chief Financial Officer (w.e.f. 18 December 2024)
Deepak Dadhich, Chief Business Officer (w.e.f. 18 December 2024)

Non-Executive and Independent Directors

Avalur Gopalaratnam Muralikrishnan (w.e.f. 18 December 2024)
Naveen Tewari (w.e.f. 18 December 2024)
Rahul Matthan (w.e.f. 18 December 2024)
Sachi Krishana (w.e.f. 18 December 2024)
31.2 Details of transactions entered into with related parties are as given below:
For the year ended For the year ended For the year ended
Particulars Relationship
31 March 2025 31 March 2024 31 March 2023
Loans from related parties
Rishi Das Key management personnel - 25.00 -
Loans repaid to related parties
Rishi Das Key management personnel - - 28.40
Anshuman Das Key management personnel - - 13.70
Hirepro Consulting Private Limited Enterprises owned or significantly influenced by Directors - - 23.00
Careernet Technologies Private Limited Enterprises owned or significantly influenced by Directors - - 15.00
Performance deposit from related parties
Careernet Technologies Private Limited Enterprises owned or significantly influenced by Directors - - 15.00
Hirepro Consulting Private Limited Enterprises owned or significantly influenced by Directors - - 15.00
Performance deposit repaid to related parties
Careernet Technologies Private Limited Enterprises owned or significantly influenced by Directors - - 15.00
Hirepro Consulting Private Limited Enterprises owned or significantly influenced by Directors - - 15.00
Security deposit from related party
Careernet Technologies Private Limited Enterprises owned or significantly influenced by Directors - - 15.00
Security deposit received back from related party
Careernet Technologies Private Limited Enterprises owned or significantly influenced by Directors - 7.68 -
Security deposit paid to related party
Careernet Technologies Private Limited Enterprises owned or significantly influenced by Directors 2.90 - 16.17
Security deposit repaid to related party
Careernet Technologies Private Limited Enterprises owned or significantly influenced by Directors - 11.89 28.48

Interest accrued on loan from related parties

Rishi Das Key management personnel 15.51 13.16 14.88
Anshuman Das Key management personnel 12.11 12.15 14.12

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390
Indiqube Spaces Limited (formerly known as Indiqube Spaces Private Limited, Innovent Spaces Private Limited)
Annexure VII - Notes to the Restated Financial Information
(All amounts in Rs. millions, except share data and per share data, and unless otherwise stated)
31 Related party disclosures (continued)
31.2 Transactions during the year (continued)
For the year ended For the year ended For the year ended
Particulars Relationship
31 March 2025 31 March 2024 31 March 2023
Interest accrued on performance deposit from related parties
Careernet Technologies Private Limited Enterprises owned or significantly influenced by Directors - - 0.46
Hirepro Consulting Private Limited Enterprises owned or significantly influenced by Directors - - 0.66
Rent expenses
Careernet Technologies Private Limited Enterprises owned or significantly influenced by Directors 52.34 37.66 35.44
Innoprop Spaces Private Limited Enterprises owned or significantly influenced by Directors 118.74 127.10 129.45
Reimbursement of expenses
Innoprop Spaces Private Limited Enterprises owned or significantly influenced by Directors 0.45 0.44 1.04
Grub Group Enterprises owned or significantly influenced by Directors - - 0.15
Meghna Agrawal Key management personnel 0.23 0.06 1.41
Rishi Das Key management personnel 1.09 0.91 192.82
Pawan J Jain Key management personnel 0.05 - -
Pranav Ayanath Kuttiyat Key management personnel 0.00 - -

Purchase of Goods/ Services received

Careernet Technologies Private Limited Enterprises owned or significantly influenced by Directors 0.16 0.17 1.31
Hirepro Consulting Private Limited Enterprises owned or significantly influenced by Directors - - 0.41
Innoprop Spaces Private Limited Enterprises owned or significantly influenced by Directors 0.60 0.79 0.60
Grub Group Enterprises owned or significantly influenced by Directors 212.44 186.49 142.81
Million Minds Management services Limited Enterprises owned or significantly influenced by Directors 0.17 - -

Issue of Equity Shares including securities premium

Careernet Technologies Private Limited Enterprises owned or significantly influenced by Directors - - 875.00
Hirepro Consulting Private Limited Enterprises owned or significantly influenced by Directors - - 365.00
Sale of Goods/ Services provided
Innoprop Spaces Private Limited Enterprises owned or significantly influenced by Directors 51.21 43.63 36.30
Careernet Technologies Private Limited Enterprises owned or significantly influenced by Directors 4.81 6.07 4.11
Hirepro Consulting Private Limited Enterprises owned or significantly influenced by Directors - - -
Grub Group Enterprises owned or significantly influenced by Directors 0.29 0.31 0.04
Rental income
Careernet Technologies Private Limited Enterprises owned or significantly influenced by Directors 45.73 50.38 50.30
Grub Group Enterprises owned or significantly influenced by Directors 1.52 0.62 -
Hirepro Consulting Private Limited Enterprises owned or significantly influenced by Directors 0.21 0.02 -
Hirepro Technologies Private Limited Enterprises owned or significantly influenced by Directors 0.21 0.02 -
Professional Fees
Careernet Technologies Private Limited Enterprises owned or significantly influenced by Directors 4.12 2.47 5.02
Hirepro Technologies Private Limited Enterprises owned or significantly influenced by Directors 0.42 0.05 -
Key management personnel compensation
Short-term employee benefits Key management personnel 47.09 30.46 29.25
Post-employment benefits Key management personnel 11.29 3.90 0.13
Key management personnel sitting fee
Naveen Tewari Key management personnel 0.30 - -
Rahul Matthan Key management personnel 0.35 - -
Sachi Krishana Key management personnel 0.40 - -

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Indiqube Spaces Limited (formerly known as Indiqube Spaces Private Limited, Innovent Spaces Private Limited)
Annexure VII - Notes to the Restated Financial Information
(All amounts in Rs. millions, except share data and per share data, and unless otherwise stated)
31 Related party disclosures (continued)
31.3 Balances receivable from and payable to related parties
As at As at As at
Particulars Relationship
31 March 2025 31 March 2024 31 March 2023
Non-current borrowings
Rishi Das Key management personnel 103.42 103.42 78.42
Anshuman Das Key management personnel 80.75 80.75 80.75
Other financial liabilities- Lease deposits received
Careernet Technologies Private Limited Enterprises owned or significantly influenced by Directors 11.45 11.45 23.34
Other financial liabilities- Employee related liabilities
Naveen Tewari Key management personnel 0.09 - -
Rahul Matthan Key management personnel 0.09 - -
Sachi Krishana Key management personnel 0.09 - -
Other current liabilities - Contract liabilities
Innoprop Spaces Private Limited Enterprises owned or significantly influenced by Directors - 0.13 -
Other current financial liabilities
Rishi Das Key management personnel 0.92 0.22 -
Meghna Agarwal Key management personnel 0.20 - -
Careernet Technologies Private Limited Enterprises owned or significantly influenced by Directors - - 0.00
Innoprop Spaces Private Limited Enterprises owned or significantly influenced by Directors - - -
Grub Group Enterprises owned or significantly influenced by Directors - - 0.15
Other current financial assets - Lease deposit paid
Careernet Technologies Private Limited Enterprises owned or significantly influenced by Directors 11.40 8.49 16.17
Trade receivables
Innoprop Spaces Private Limited Enterprises owned or significantly influenced by Directors 4.02 - -
Cuisines Enterprises Enterprises owned or significantly influenced by Directors - - 0.47
Careernet Technologies Private Limited Enterprises owned or significantly influenced by Directors 3.57 0.06 0.27
Grub Group Enterprises owned or significantly influenced by Directors 0.16 0.42 0.06

Trade payables
Hirepro Technologies Private Limited Enterprises owned or significantly influenced by Directors 0.00 - -
Careernet Technologies Private Limited Enterprises owned or significantly influenced by Directors 0.68 - -
Million Minds Management Services Limited Enterprises owned or significantly influenced by Directors 0.10 - -

Provisions
Key management personnel
Short-term employee benefits 14.79 4.77 4.77
Post-employment benefits 18.34 7.05 3.15
Notes:
31.4 Refer note 16 for the guarantees issued by related parties for the Company
31.5 The transactions with related parties, including rendering / availment of services, are made on terms which are on arm’s length after taking into consideration market considerations, external
benchmarks and adjustment thereof. The outstanding balances at year-end are unsecured and interest free other than loans from related parties and settlement occurs in cash.

32 Contingent liabilities and commitments

As at As at As at
Particulars
31 March 2025 31 March 2024 31 March 2023
Commitments
Estimated amount of contracts remaining to be executed on property, plant and equipment
235.68 367.91 19.36
and not provided for
Contingent liabilities
Indirect tax related matter 124.92 - -

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Indiqube Spaces Limited (formerly known as Indiqube Spaces Private Limited, Innovent Spaces Private Limited)
Annexure VII - Notes to the Restated Financial Information
(All amounts in Rs. millions, except share data and per share data, and unless otherwise stated)

33 Employee Benefits
(a) Defined contribution plans
The Company makes contributions, determined as a specified percentage of employee salaries, in respect of qualifying employees towards provident fund, which is a defined contribution plan. The Company has
no obligations other than to make the specified contributions. The contributions are charged to the statement of profit and loss. The amount recognized as expense towards contribution to provident fund for the
year ended 31 March 2025 aggregates to Rs. 15.12 [(31 March 2024: Rs. 13.30) (31 March 2023: Rs. 10.78)].

(b) Defined benefit plans

The Company has a defined benefit gratuity plan for its employees. Under this plan, every employee who has completed at least five years of service gets a gratuity on departure at 15 days of last drawn salary
for each completed year of service. Gratuity is thus paid to the employees on separation in accordance with the provisions of Payment of Gratuity Act, 1972. The scheme is unfunded and hence the disclosure
with respect to plan assets as per Ind AS - 19 is not applicable to the Company.
The Company is exposed to various risks in providing the above gratuity benefit which are as follows:
Interest Rate risk: The plan exposes the Company to the risk of fall in interest rates. A fall in interest rates will result in an increase in the ultimate cost of providing the above benefit and will thus result in an
increase in the value of the liability (as shown in financial statements).
Liquidity Risk: This is the risk that the Company is not able to meet the short-term gratuity payouts. This may arise due to non availabilty of enough cash / cash equivalent to meet the liabilities or holding of
illiquid assets not being sold in time.
Salary Escalation Risk: The present value of the defined benefit plan is calculated with the assumption of salary increase rate of plan participants in future. Deviation in the rate of increase of salary in future
for plan participants from the rate of increase in salary used to determine the present value of obligation will have a bearing on the plan's liabilty.
Demographic Risk: The Company has used certain mortality and attrition assumptions in valuation of the liability. The Company is exposed to the risk of actual experience turning out to be worse compared to
the assumption.
Regulatory Risk: Gratuity benefit is paid in accordance with the requirements of the Payment of Gratuity Act, 1972 (as amended from time to time). There is a risk of change in regulations requiring higher
gratuity payouts (e.g. Increase in the maximum limit on gratuity of Rs. 20,00,000).

Note: The above is a standard list of risk exposures in providing the gratuity benefit and not exhaustive list.

The following tables summarises the components of net benefit expense recognized in the statement of profit and loss and amounts recognized in the balance sheet for the respective plans.
The principal assumptions used in determining gratuity obligations for the company’s plans are shown below:
As at As at As at
Particulars
31 March 2025 31 March 2024 31 March 2023
Discount rate 6.50% 7.15% 7.30%
Employee turnover 24.42% 24.26% 22.65%
Retirement age 60 years 60 years 60 years
Mortality rate ( age in years) Indian Assured Lives Mortality (2012-14) Table
Salary escalation rate 17.00% 15.00% 15.00%

Expense recognized in Statement of Profit and Loss

For the year ended For the year ended For the year ended
Particulars
31 March 2025 31 March 2024 31 March 2023

Current service cost 13.98 10.95 7.62

Past service cost - 7.80 -
Interest cost on benefit obligation 3.69 2.08 1.53
17.67 20.83 9.15
Expense recognized as Other comprehensive income

For the year ended For the year ended For the year ended
Particulars
31 March 2025 31 March 2024 31 March 2023

Actuarial (gain)/ loss arising from:

- Change in financial assumptions 9.95 0.44 (1.22)
- Change in demographic assumptions 5.30 (1.73) (0.30)
- Experience adjustments 3.85 4.51 (1.34)
19.10 3.22 (2.86)
Reconciliation of present value of the obligation and the fair value of the plan assets
As at As at As at
Particulars
31 March 2025 31 March 2024 31 March 2023
Present value of defined benefit obligation
- Current 13.00 8.86 3.64
- Non-current 73.18 42.83 24.83
86.18 51.69 28.47

Changes in the present value of the defined benefit obligation are as follows:
For the year ended For the year ended For the year ended
Particulars
31 March 2025 31 March 2024 31 March 2023
Opening defined benefit obligation 51.69 28.47 25.21
Current service cost 13.98 10.95 7.62
Past service cost - 7.80 -
Interest cost 3.69 2.08 1.53
Benefits paid (2.28) (0.83) (3.03)
Net actuarial loss (gain) recognized in the year 19.10 3.22 (2.86)
86.18 51.69 28.47
Amounts for current year and previous four years are as follows:
For the year ended
Particulars
31 March 2025 31 March 2024 31 March 2023 31 March 2022 31 March 2021
Net actuarial loss (gain) recognized on plan liabilities 19.10 3.22 (2.86) 7.40 0.52
Defined benefit obligation 86.18 51.69 28.47 25.21 12.06

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Indiqube Spaces Limited (formerly known as Indiqube Spaces Private Limited, Innovent Spaces Private Limited)
Annexure VII - Notes to the Restated Financial Information
(All amounts in Rs. millions, except share data and per share data, and unless otherwise stated)

33 Employee Benefits (continued)

Sensitivity analysis
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown
below.
31 March 2025 31 March 2024 31 March 2023
Increase Decrease Increase Decrease Increase Decrease
Impact of change in discount rate by 0.5% (83.88) 88.59 (50.39) 53.03 (27.83) 29.13
Impact of change in salary rate by 0.5% 88.36 (84.07) 52.93 (50.47) 28.92 (28.02)
Impact of change in attrition rate by 10% (81.48) 92.08 (49.47) 54.39 (27.61) 29.37
Impact of change in mortality rate by 10% (86.14) 86.22 (51.66) 51.69 (28.47) 28.47

Maturity profile of defined benefit obligation

Weighted average duration of defined benefit obligation is 5 years.

As at As at As at
Expected cash flows over the next (valued on undiscounted basis):
31 March 2025 31 March 2024 31 March 2023
1 year 13.00 8.86 3.64
2 to 5 years 47.36 29.72 16.90
6 to 10 years 37.05 22.51 13.15
More than 10 years 33.20 18.62 -

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Indiqube Spaces Limited (formerly known as Indiqube Spaces Private Limited, Innovent Spaces Private Limited)
Annexure VII - Notes to the Restated Financial Information
(All amounts in Rs. millions, except share data and per share data, and unless otherwise stated)
34 Employee stock option plan ('ESOP')
On 26 July 2022, the board of directors approved the equity settled "ESOP Scheme 2022” for issue of stock options to various employees (as defined in the policy) of the Company . The Plan
entitles key employees and senior management personnel to purchase shares in the Company at the stipulated exercise price, subject to compliance with vesting conditions According to the scheme,
the employees will be entitled to options, subject to satisfaction of the prescribed vesting conditions.

The Company measures the compensation cost relating to the stock option using the discounted cash flow method.
The Board has approved the issue of 40,61,200 options under it's ESOP Plan. Each option comprises one underlying equity share of Re. 1 each. The options granted vest over a period of 1 to 4
years.

The following table summarizes the transactions of stock option under "ESOP scheme 2022"
For the year ended For the year ended For the year ended
No. of options granted, exercised and forfeited
31 March 2025 31 March 2024 31 March 2023
Outstanding at the beginning of the year 36,342 37,315 -
Granted during the year 8,670 - 37,730
Bonus issued during the year 3,102,190 - -
Total 3,147,202 37,315 37,730
Forfeited during the year 11,664 973 415
Cancelled during the year - - -
Outstanding at the end of the year 3,135,538 36,342 37,315
Exercisable at the end of the year 1,279,420 9,114 -
Weight average remaining contractual life (in years) 1.97 years 2.59 years 3.22 years
Range of exercise price for outstanding options at the end of the year Re. 1 Re. 1 Re. 1

The inputs used in the measurement of the fair values at grant date of the equity-settled share-based payment plans are as follows:
Particulars 31 March 2025 31 March 2024 31 March 2023
Fair value at grant date 11,527.00 6,729.93 6,729.93
Share price at grant date 11,526.00 6,728.93 6,728.93
Exercise price Re. 1 Re. 1 Re. 1
Expected volatility 30.00% 15.59% 15.59%
Expected life 4 years 4 years 4 years
Expected dividends - - -
Risk-free interest rate 6.95% 7.95% 7.95%

35 Additional regulatory information required by Schedule III

(a) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property under Benami Transactions
(Prohibition) Act, 1988 (45 of 1988)
(b) The Company does not have any material transactions with companies struck off under Section 248 of the Companies Act, 2013 or Section 560 of Companies Act, 1956.
(c) The Company does not have any charges or satisfaction which is yet to be registered with Registrar of Companies beyond the statutory period. However the Company is in process of creating
the charge with respect to Axis Bank Car Loan.
(d) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
(e) (i) No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or
entity(is), including foreign entities (“Intermediaries”) with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on
behalf of the Company (Ultimate Beneficiaries).

(ii) Further, the Company has not received any fund from any party(s) (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other
persons or entities identified by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(f) There is no income surrendered or disclosed as income during the current year or previous year's in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the
books of account.
(g) The Company is not declared as wilful defaulter by any bank or financial institution or government or any government authority.
(h) The Company has not entered into any scheme of arrangement which has an accounting impact on current year or previous financial year's.
36 Capital management
For the purpose of the Company’s capital Management, capital includes issued equity capital, share premium and all other equity reserves attributable to the equity holders of the Company.
The primary objective of the Company’s capital Management is to maximise the shareholder value.

The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Company includes within net debt, interest bearing loans and borrowings, less
cash and cash equivalents.

Particulars 31 March 2025 31 March 2024 31 March 2023

Borrowings (also refer note 16) 3,439.58 1,640.20 6,231.61
Less: Cash and cash equivalents (also refer note 13.1) (59.44) (3.71) (104.42)
Less: Bank balances other than cash and cash equivalents (also refer note 13.2) (0.87) (0.82) (0.19)
Net debt 3,379.27 1,635.67 6,127.00
Equity attributable to equity share holder (31.11) 1,306.33 (3,081.01)
Capital and debt 3,348.16 2,942.00 3,045.99
Gearing ratio 100.93% 55.60% 201.15%
In order to achieve this overall objective, the Company’s capital Management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and
borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. There have been no
breaches in the financial covenants of any interest-bearing loans and borrowing in the current year / previous year's.

No changes were made in the objectives, policies or processes for managing capital during the year ended 31 March 2025, 31 March 2024 and 31 March 2023.

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Indiqube Spaces Limited (formerly known as Indiqube Spaces Private Limited, Innovent Spaces Private Limited)
Annexure VII - Notes to the Restated Financial Information
(All amounts in Rs. millions, except share data and per share data, and unless otherwise stated)

37 Analytical ratios
As at As at
Ratio Numerator Denominator YOY change in % Reason for change
31 March 2025 31 March 2024
Current ratio Current assets Current liabilities 0.26 0.27 -3%
Debt - Equity Ratio Total debt Shareholder's equity (110.58) 1.26 -8907% (i)
Net Profit after taxes + Non-cash
operating expenses + Interest + other Interest and lease payments +
Debt service coverage ratio 1.22 (1.34) -191% (ii)
adjustments like loss on sale of Fixed Principal repayments
assets
Net Profits after taxes – Preference
Return on equity ratio Average Shareholder's equity (2.19) 3.85 -157% (iii)
Dividend
Trade receivable turnover ratio Revenue from operations Average trade receivables 15.35 17.96 -15%
Trade payable turnover ratio Purchases + Other expenses Average trade payable 7.44 15.14 -51% (iv)
Average working capital = Current
Net capital turnover ratio Net sales = Total sales - sales return (2.01) (2.15) -6%
assets - Current liabilities
Net sales = Total sales - sales
Net profit ratio Profit for the year (0.13) (0.41) -68% (v)
return
Capital Employed = Tangible Net
Worth (Total equity - Intangibles
Return on capital employed Earnings before interest and taxes 0.84 (0.69) -220% (vi)
assets) + Total Borrowings -
Deferred Tax Asset
Average investment during the
Return on investment Income generated from invested funds 0.07 0.53 -87% (vii)
year

Note: The Company is a service company, engaged in the business of one-stop managed office space services including soft services and supply of various consumables, including IT products, office stationery and supplies, food and beverages etc.
on a just-in-time need basis of the customers. Hence, inventory turnover ratio is not applicable for the company.
(i) Change in debt - equity ratio is due to losses in the current year.
(ii) The increase in debt service coverage ratio is on account of decrease in losses during the current year..
(iii) Decrease in return on equity due to losses in the current year.
(iv) Decrease in trade payable turnover ratio is due to decrease in other expenses in the current year.
(v) Increase in net profit ratio is due to decrease in losses in the current year
(vi) Increase in return on capital employed ratio is due to increase in earning before interest and tax in the current year.
(vii) The decrease in return on investments is on account of lower fixed deposit interest rates

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Indiqube Spaces Limited (formerly known as Indiqube Spaces Private Limited, Innovent Spaces Private Limited)
Annexure VII - Notes to the Restated Financial Information
(All amounts in Rs. millions, except share data and per share data, and unless otherwise stated)

As at As at
Ratio Numerator Denominator YOY change in % Reason for change
31 March 2024 31 March 2023
Current ratio Current assets Current liabilities 0.27 0.26 5%
Debt - Equity Ratio Total debt Shareholder's equity 1.26 (2.02) 162% (i)
Net Profit after taxes + Non-cash
operating expenses + Interest + other Interest and lease payments +
Debt service coverage ratio (1.34) (1.14) -18%
adjustments like loss on sale of Fixed Principal repayments
assets
Net Profits after taxes – Preference
Return on equity ratio Average Shareholder's equity 3.85 0.89 334% (ii)
Dividend
Trade receivable turnover ratio Revenue from operations Average trade receivables 17.96 19.79 -9%
Trade payable turnover ratio Purchases + Other expenses Average trade payable 15.14 11.79 28% (iii)
Average working capital = Current
Net capital turnover ratio Net sales = Total sales - sales return (2.15) (1.91) -13%
assets - Current liabilities
Net sales = Total sales - sales
Net profit ratio Profit for the year (0.41) (0.34) -20% (iv)
return
Capital Employed = Tangible Net
Worth (Total equity - Intangibles
Return on capital employed Earnings before interest and taxes (0.69) (0.15) -351% (v)
assets) + Total Borrowings -
Deferred Tax Asset
Average investment during the
Return on investment Income generated from invested funds 0.53 0.40 34% (vi)
year

Note: The Company is a service company, engaged in the business of one-stop managed office space services including soft services and supply of various consumables, including IT products, office stationery and supplies, food and beverages etc.
on a just-in-time need basis of the customers. Hence, inventory turnover ratio is not applicable for the company.
(i) Increase in debt - equity ratio is due to reclassification of financial liability (CCPS) to equity in the current year (refer note 14 and 16).
(ii) Increase in return on equity is majorly on account of increase in net worth due to reclassification of financial liability to equity
(iii) Increase in trade payable turnover ratio is due to growth in operations in the current year as compared to previous year which has resulted in increased purchases, direct expenses and other expenses as well.
(iv) Decrease in net profit ratio is due to increase in losses in the current year
(v) Decrease in return on capital employed ratio is due to increase in losses in the current year
(vi) The increase in return on investments is on account of fixed deposit interest rates

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Indiqube Spaces Limited (formerly known as Indiqube Spaces Private Limited, Innovent Spaces Private Limited)
Annexure VII - Notes to the Restated Financial Information
(All amounts in Rs. millions, except share data and per share data, and unless otherwise stated)

38 Explanation of transition to Ind AS

The restated statement of assets and liabilities of the Company as at 31 March 2025, 31 March 2024 and 31 March 2023, the Restated statement of profit and
loss, the restated statement of changes in equity and the restated statement of cash flows for the year ended 31 March 2025, 31 March 2024 and 31 March 2023
and restated other financial information has been prepared under Indian Accounting Standards ('Ind AS') notified under Section 133 of the Act read with the
Companies (Indian Accounting Standards) Rules, 2015 as amended by Companies (Indian Accounting Standards) Rules, 2016 and other relevant provisions of
the Act, to the extent applicable.

The restated financial information for the year ended 31 March 2023 has been prepared in accordance with requirements of SEBI Circular, Guidance Note and
SEBI Email. Accordingly, suitable adjustments to the accounting heads from their Indian GAAP values following accounting policies (both mandatory
exceptions and optional exemptions) availed as per Ind AS 101 for the transition date of 01 April 2022 and as per the presentation, accounting policies and
grouping/classifications followed as at and for the year ended 31 March 2025.

The accounting policies set out in Note 3 have been applied in preparing these restated financial statements.

In preparing its Ind AS balance sheet as at 01 April 2022 and in preparing the comparative information for the year ended 31 March 2023, the Company has
adjusted the amounts reported previously in financial statement prepared in accordance with previous GAAP. This note explains the principal adjustments made
by the Company in restating its previous GAAP financial statements and how the transition from previous GAAP to Ind AS has affected the financial position,
financial performance and cash flows.
A Optional exemptions availed
1. Property, plant and equipment & Intangible assets
As per Ind AS 101 an entity may elect to:
(i) measure an item of property, plant and equipment at the date of transition at its fair value and use that fair value as its deemed cost at that date; or

(ii) use a previous GAAP revaluation of an item of property, plant and equipment at or before the date of transition as deemed cost at the date of the revaluation,
provided the revaluation was, at the date of the revaluation, broadly comparable to:
− fair value;
− or cost or depreciated cost under Ind AS adjusted to reflect, for example, changes in a general or specific price index.

The elections under (i) and (ii) above are also available for intangible assets that meets the recognition criteria in Ind AS 38, Intangible Assets, (including reliable
measurement of original cost); and criteria in Ind AS 38 for revaluation (including the existence of an active market).

(iii) use carrying values of property, plant and equipment and intangible assets as on the date of transition to Ind AS (which are measured in accordance with
previous GAAP and after making adjustments relating to decommissioning liabilities prescribed under Ind AS 101) if there has been no change in its functional
currency on the date of transition.

As permitted by Ind AS 101, the Company has elected to continue with the carrying values under previous GAAP for all the items of property, plant and
equipment and intangible assets.

2. Leases
As per Ind AS 116, On transition, a lessee can elect not to apply the lessee accounting model to short-term leases and leases of low-value items.

As permitted by the standard the company has elected to not apply leasee accounting model to short-term leases and/leases of low-value items.

If a first-time adopter is a lessee that recognises at the date of transition lease liabilities and right-of-use assets, then it is permitted to choose the following
approaches to apply to all of its leases at the date of transition:
• measure the lease liability at the present value of the remaining lease payments, discounted using the lessee's incremental borrowing rate at the date of
transition;
• measure a right-of-use asset, on a lease-by-lease basis, at either:
- its carrying amount as if Ind AS 116 had been applied since the commencement date of the lease, but discounted using the lessee's incremental borrowing rate at
the date of transition to Ind AS; or
- an amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments to that lease recognised in the statement of financial
position immediately before the date of transition to Ind AS.

As permitted by Ind AS 116, the company has elected to measure the right-of-use asset at an amount equal to the lease liability and the lease liability has been
measured at the present value of the remaining lease payments.

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Indiqube Spaces Limited (formerly known as Indiqube Spaces Private Limited, Innovent Spaces Private Limited)
Annexure VII - Notes to the Restated Financial Information
(All amounts in Rs. millions, except share data and per share data, and unless otherwise stated)
38 Explanation of transition to Ind AS (continued)
B Mandatory exceptions

1. Estimates
As per Ind AS 101, an entity’s estimates in accordance with Ind AS at the date of transition to Ind AS at the end of the comparative period presented in the
entity’s first Ind AS financial statements, as the case may be, should be consistent with estimates made for the same date in accordance with the previous GAAP
unless there is objective evidence that those estimates were in error. However, the estimates should be adjusted to reflect any differences in accounting policies.

As per Ind AS 101, where application of Ind AS requires an entity to make certain estimates that were not required under previous GAAP, those estimates should
be made to reflect conditions that existed at the date of transition (for preparing opening Ind AS balance sheet) or at the end of the comparative period (for
presenting comparative information as per Ind AS).
The Company’s estimates under Ind AS are consistent with the above requirement. Key estimates considered in preparation of the financial statements that were
not required under the previous GAAP are listed below:
- Fair valuation of financial instruments carried at FVTPL and/ or FVOCI.
- Impairment of financial assets based on the expected credit loss model.
- Determination of the discounted value for financial instruments carried at amortized cost.
2. Derecognition of financial assets and financial liabilities
As per Ind AS 101, an entity should apply the derecognition requirement in Ind AS 109, Financial Instrument, prospectively for transition occurring on or after
the date of transition to Ind AS. However, an entity may apply the derecognition requirement retrospectively from a date chosen by it if the information needed to
apply Ind AS 109 to financial assets and financial liabilities derecognized as a result of past transactions was obtained at the time of initially accounting for those
transactions
Accordingly, the Company has opted to apply derecognition requirement prospectively for transaction occurring on or after the date of transition.

3. Classification and measurement of financial assets

Ind AS 101 requires an entity to assess classification of financial assets on the basis of facts and circumstances existing as on the date of transition. Further, the
standard permits measurement of financial assets accounted at amortized cost based on facts and circumstances existing at the date of transition if retrospective
application is impracticable.

Accordingly, the Company has determined the classification of financial assets based on facts and circumstances that exist on the date of transition.

4. Impairment of financial assets

Ind AS 101, 'First-time Adoption of Indian Accounting Standards' requires a first-time adopter to apply the impairment requirements of Ind AS 109
retrospectively subject to below:
- At the date of transition to Ind AS, an entity shall use reasonable and supportable information that is available without undue cost or effort to determine the
credit risk at the date that financial instruments were initially recognised.
- An entity is not required to undertake an exhaustive search for information when determining, at the date of transition to Ind AS, whether there have been
significant increases in credit risk since intial recognition.

Accordingly, the company has used the reasonable and supportable information that is avaialble as on the transition date to apply the impairment requirements of
Ind AS 109.

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Indiqube Spaces Limited (formerly known as Indiqube Spaces Private Limited, Innovent Spaces Private Limited)
Annexure VII - Notes to the Restated Financial Information
(All amounts in Rs. millions, except share data and per share data, and unless otherwise stated)

Note 38 - Explanation of transition to Ind AS (continued)

Reconciliation of equity as previously reported under IGAAP to Ind AS

As at 31 March 2023
Note Previous Adjustment on Ind AS
GAAP* transition to
Ind AS

I Assets
(1) Non-current assets
(a) Property Plant and Equipment b 4,053.20 (130.01) 3,923.19
(b) Capital work-in-progress 211.31 - 211.31
(c) Right-of-use assets a&b - 21,500.37 21,500.37
(d) Intangible assets 40.66 - 40.66
(e ) Intangible assets under development 28.47 - 28.47
(f) Financial assets
(i) Investments e 9.65 - 9.65
(ii) Other financial assets c&d 1,715.66 (422.55) 1,293.11
(g) Deferred tax assets (net) k - 487.40 487.40
(h) Other tax assets (net) 405.85 - 405.85
(i) Other non-current assets a&c 697.66 (4.40) 693.26
Total non-current assets 7,162.46 21,430.81 28,593.27

(2) Current assets

(a) Financial assets
(i) Trade receivables g 336.27 (4.14) 332.13
(ii) Cash and cash equivalents 104.42 - 104.42
(iii) Bank balances other than (ii) above 0.19 - 0.19
(v) Other financial assets c&d 51.07 151.85 202.92
(b) Other current assets c 459.78 0.46 460.24
Total current assets 951.73 148.17 1,099.90

Total assets 8,114.19 21,578.98 29,693.17

II Equity and liabilities

Equity
(a) Equity share capital j 11.93 (10.10) 1.83
(b) Other equity a-k 2,793.55 (5,876.39) (3,082.84)
Total equity 2,805.48 (5,886.49) (3,081.01)

Liabilities
(1) Non- current liabilities
(a) Financial liabilities
(i) Borrowings f&j 750.62 4,988.92 5,739.54
(ii) Lease liabilities a - 21,170.54 21,170.54
(iii) Other financial liabilities h 2,216.71 (822.32) 1,394.39
(b) Provisions 47.84 - 47.84
(c) Other non-current liabilities h - 141.39 141.39
Total Non-current liabilities 3,015.17 25,478.53 28,493.70

(2) Current liabilities

(a) Financial liabilities
(i) Borrowings 492.07 - 492.07
(ii) Lease liabilities a - 1,855.97 1,855.97
(iii) Trade payables
(a) total outstanding dues of micro
enterprises and small enterprises 98.25 (0.77) 97.48
(b) total outstanding dues of creditors other
than micro enterprises and small enterprises 177.62 (3.48) 174.14
(iv) Other financial liabilities h 1,456.36 21.63 1,477.99
(b) Other current liabilities h 59.36 113.59 172.95
(c) Provisions 9.88
- - 9.88
Total Current liabilities 2,293.54 1,986.94 4,280.48
Total liabilities 5,308.71 27,465.47 32,774.18
Total equity and liabilities 8,114.19 21,578.98 29,693.17

* The previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purpose of this note.

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400
Indiqube Spaces Limited (formerly known as Indiqube Spaces Private Limited, Innovent Spaces Private Limited)
Annexure VII - Notes to the Restated Financial Information
(All amounts in Rs. millions, except share data and per share data, and unless otherwise stated)

Note 38 - Explanation of transition to Ind AS (continued)

Reconciliation of Statement of Profit and Loss as previously reported under previous GAAP to Ind AS
Year ended 31 March 2023
Adjustment on
Previous
Note transition to Ind AS
GAAP*
Ind AS

I. Revenue from operations c 5,924.07 (126.69) 5,797.38

II. Other income a, c, d, e & h 28.20 187.17 215.37
III. Total income (I+II) 5,952.27 60.48 6,012.75
IV. Expenses
Purchase of traded goods 289.49 - 289.49
Employee benefits expense i 432.43 2.86 435.29
Finance costs a, f & h 108.73 1,771.35 1,880.08
Depreciation and amortization expense a&b 554.54 2,426.96 2,981.50
Other expenses a, g & j 4,360.76 (1,655.06) 2,705.70
-
Total expenses 5,745.95 2,546.11 8,292.06
V. Profit / (loss) before tax (III-IV) 206.32 (2,485.63) (2,279.31)
VI. Tax expense
(i) Current tax - - -
(ii) Deferred Tax k - (298.22) (298.22)
- (298.22) (298.22)
VII. Profit /(loss) for the year (V-VI) 206.32 (2,187.41) (1,981.09)
VIII. Other comprehensive income / (loss)
Items that will not to be reclassified subsequently to
statement of profit or loss:
Remeasurements of the net defined benefit liability /
asset i
- 2.86 2.86
Income tax effect on above i - (0.74) (0.74)
Other comprehensive income / (loss), net of tax - 2.12 2.12
IX. Total comprehensive income / (loss) for the year (VII+VIII) 206.32 (2,185.29) (1,978.97)
* The previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purpose of this note.
Reconciliation of Total equity as previously reported under previous GAAP to Ind AS

As at
S. No Nature of adjustments
31 March 2023

Total equity as reported under previous GAAP 2,805.48

1 Effect of fair value of security deposit placed 61.99
2 Effect of lease accounting under Ind AS 116 (1,432.09)
3 Effect of fair value of security deposits received 6.21
4 Effect of expected credit loss impairment (4.14)
5 Effect of effective interest rate on borrowings at amortised cost (7.58)
6 Effect of deferred tax 487.40
7 Effect of reclassification of financial instrument from equity to liability (4,998.28)
Total Ind AS adjustments (5,886.49)
Total equity as reported under Ind AS (3,081.01)
There were no significant reconciliation items between cash flows prepared under the previous GAAP and those prepared under Ind AS.
Notes:
a) Impact of leases under Ind AS 116
i) On 01 April 2022, the Company adopted Ind AS 116, Leases, which applied to all lease contracts outstanding as at 01 April 2022 using modified retrospective method and
accordingly right-of-use asset (ROU) and lease liability has been recorded. Rent equalization reserve has been considered as accrued lease payments and the amount of ROU has
been determined by deducting the said liability from the amount of lease liability. Depreciation on right-of-use asset and interest on lease liability has also been recorded as per Ind
AS 116.

b) Impact of leases under Ind AS 116 and Property, plant and equipment under Ind AS 16
i) Under the previous GAAP, rent expenses incurred during the pre-operative phase were capitalized to Property, Plant, and Equipment. Upon transition to Ind AS, these rent
expenses capitalized under the previous GAAP have been reversed. Instead, the corresponding depreciation on the Right-of-Use (RoU) asset for the same development period has
been recognized as part of Property, Plant, and Equipment.

ii) Under the previous GAAP, initial direct costs related to building leases were classified as Property, plant and equipment and depreciated over the lease term. Following the
transition to Ind AS, these initial direct costs have been included in the Right-of-Use (RoU) asset.

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401
Indiqube Spaces Limited (formerly known as Indiqube Spaces Private Limited, Innovent Spaces Private Limited)
Annexure VII - Notes to the Restated Financial Information
(All amounts in Rs. millions, except share data and per share data, and unless otherwise stated)

Note 38 - Explanation of transition to Ind AS (continued)

c) Impact of sub leases under Ind AS 116
Under the previous GAAP the rental income is recognised in the Statement of Profit and Loss account on a straight-line bases. Excess of rent income over rental receipts is debited
to deferred operating lease rentals. The rental income on the sublease arrangements is shown under revenue from operations.
Under Ind AS, the intermediate lessor (the Company) classifies the sublease as a finance lease, or an operating lease. If the sublease is classified as an operating lease, the original
lessee continues to account for the lease liability and right-of-use asset on the head lease like any other lease. The rental income is recognised in the Statement of Profit and Loss
on a straight-line bases. Excess of rent income over rental receipts is debited to rent equalisation reserve. The rental income on the sublease arrangements is shown under revenue
from operation.
If the sublease is classified as a finance lease, the original lessee derecognises the right-of-use asset on the head lease at the sublease commencement date and continues to account
for the original lease liability in accordance with the lessee accounting model. The lessee shall also dereognise the leasehold improvement on the finance [Link] original lessee,
as the sublessor, recognises a net investment in the sublease and evaluates it for impairment. The intermediate lessor may use the discount rate for the head lease to measure the net
investment in sublease, if the interest rate implicit in the lease cannot be readily determined. The original lessee, as the sublessor recognises the difference between the carrying
amount of the underlying asset and the finance lease recieveable (net investment in the sublease) in the statement of profit and loss.

d) Impact of security deposit paid to landlords under Ind AS 116 and Ind AS 109
The Company has recorded the refundable deposits at its fair value as at 01 April 2022 computed as present value determined using effective interest rate. The difference between
the fair value and transaction cost as at the inception of the contract shall be treated as right of use asset (ROU) and amortised over the term of the related contract. Such deposits
are subsequently carried at amortised cost wherein interest accrued on carrying value of such assets using effective interest method is recognised as "interest income".

e) Impact of investments under Ind AS 109

In accordance with Ind AS, financial assets representing investment in equity shares of entities other than subsidiaries, associates and joint ventures as well as debt securities have
been fair valued. The Company has designated investments classified as fair value through profit or loss under Ind AS 109. Under the previous GAAP, the application of the
relevant accounting standard resulted in all these investments being carried at cost.

f) Impact of borrowings under Ind AS 109

Based on Ind AS 109, financial liabilities in the form of borrowings have been accounted at amortised cost using the effective interest rate method. Under previous GAAP,
borrowings have been measured at historical cost without adjusting the cost incurred in relation to raising of funds and have been recognised as expenses to the profit and loss
statement over the tenure of loan.

g) Impact of trade receivables under Ind AS 109

On transition to Ind AS, the Company has recognised impairment loss on trade receivables measured at amortised cost based on the expected credit loss model as required by Ind
AS 109. Consequently, trade receivables measured at amortised cost have been reduced with a corresponding decrease in retained earnings on the date of transition and there has
been an incremental provision for the year ended 31 March 2023.

h) Impact of security deposit received from customers under Ind AS 109

On transition to Ind AS, security deposits received from customers, which were previously measured at cost under the previous GAAP, have been remeasured at fair value. The
difference between the carrying amount under the previous GAAP and the fair value under Ind AS has been recognized as deffered revenue, with the impact on the effective
interest rate being amortized over the term of the deposit. Deffered revenue will be amortized on a straight-line basis over the same term.

i) Impact of employee benefits under Ind AS 19

Under Ind AS, all items of income and expense recognised in a period should be included in profit or loss for the period, unless a standard requires or permits otherwise. Items of
income and expense that are not recognised in profit or loss but are shown in the Statement of Profit and Loss as ‘other comprehensive income’ includes actuarial gain/loss on
defined benefit plan. The concept of other comprehensive income did not exist under previous GAAP. Consequently, the tax effect of the same has also been recognized in the
Other Comprehensive Income under Ind AS.

j) Impact of compulsory convertible preference shares (CCPS)

Under previous GAAP, the preference shares were treated as equity. Under Ind AS, based on the terms, these have been classified as financial instrument in the nature of financial
liability, initially recognised at fair value. Further refer note 16.7 for additional information.

k) Impact of deferred taxes under Ind AS 12

Deferred tax has been recognised on the adjustment made on transition of Ind AS

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402
Indiqube Spaces Limited (formerly known as Indiqube Spaces Private Limited, Innovent Spaces Private Limited)
Annexure VII - Notes to the Restated Financial Information
(All amounts in Rs. millions, except share data and per share data, and unless otherwise stated)

39 Note on "Code on Social Securiy 2020"

The Code on Social Security, 2020 ("the Code") relating to employee benefits during employment and post-employment benefits received Presedential assent in September 2020.
The Code has been published in the Gazette of India. However, the date on which the Code will come into effect has not been notified. The Company will assess the impact of the
Code when it comes into effect and will record any related impact in the period the Code becomes effective.

40 Corporate social responsibility

During the year ended 31 March 2025 and 31 March 2024, the Company is meeting the applicable threshold and need to spend at least 2% of its average net profits for the
immediately preceding three financial years on corporate social responsibility (CSR) activities as per Section 135 of the Companies Act 2013 ("the Act"). However, the Company
was not required to spend any amount towards corporate social responsibility activities as per the computation of profits in accordance with section 198 of the Act.

41 Segment reporting
The Board of Directors of the Company has been identified as the Chief Operating Decision Maker (CODM) as defined by Ind AS 108, Operating Segments. The Company is
primarily carrying out leasing of managed commercial workspaces of equipped premises which according to the management, is considered as the only business segment.
Accordingly, no separate segmental information has been provided herein. The Company's principal operations, revenue and decision-making functions are located in India and
there are no revenue and non-current assets outside India.

There is no customer which contributes more than 10% of the Company's total revenues.

42 Audit trail reporting for the year ended 31 March 2025

The Ministry of Corporate Affairs (MCA) has prescribed a new requirement for companies under the proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 inserted by the
Companies (Accounts) Amendment Rules 2021 requiring companies, which uses accounting software for maintaining its books of account, shall use only such accounting software
which has a feature of recording audit trail of each and every transaction, creating an edit log of each change made in the books of account along with the date when such changes
were made and ensuring that the audit trail cannot be disabled.

The Company, in respect of financial year commencing on 01 April 2024, has used an accounting software for maintaining its books of account which has a feature of recording
audit trail (edit log) facility and the same have been operated throughout the year for all relevant transactions recorded in the software. The Company migrated to a new version of
the accounting software in the previous financial year and ensured that the audit trail was preserved from 4 December 2023 onwards as per the statutory requirements for record
retention.

Further, the Company has used another software which is operated by a third-party service provider for maintenance of customer billing and records which has a feature of
recording audit trail (edit log) facility at the application level and is operated throughout the year for all relevant transactions recorded in the software. The Independent Service
Auditor’s Assurance Report on the Description of Controls, their Design and Operating Effectiveness’ (‘Type 2 report’ issued in accordance with SAE 3402, Assurance Reports on
Controls at a Service Organization) is not available to provide information on retention period and preservation of audit trail (edit logs) for any direct changes made at the database
level.

43 Audit trail reporting for the year ended 31 March 2024

The Ministry of Corporate Affairs (MCA) has prescribed a new requirement for companies under the proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 inserted by the
Companies (Accounts) Amendment Rules 2021 requiring companies, which uses accounting software for maintaining its books of account, shall use only such accounting software
which has a feature of recording audit trail of each and every transaction, creating an edit log of each change made in the books of account along with the date when such changes
were made and ensuring that the audit trail cannot be disabled.

The Company, in respect of financial year commencing on 01 April 2023, has used an accounting software for maintaining its books of account which has a feature of recording
audit trail (edit log) facility, however such feature was not enabled from 01 April 2023 to 04 December 2023. The Company migrated to a new version of the accounting software
and ensured that the audit trail was enabled from 04 December 2023 onwards.

Further, the Company has used another software which is operated by a third-party service provider for maintenance of payroll records which has a feature of recording audit trail
(edit log) facility at the application level and is operated throughout the year for all relevant transactions recorded in the software. The ‘Independent Service Auditor’s Report on a
Description of the Service Organization’s System and the Suitability of the Design and Operating Effectiveness of Controls’ (‘Type 2 report’ issued in accordance with attestation
standards established by the American Institute of Certified Public Accountants (‘AICPA’)) does not provide information on retention period of audit trail (edit logs) for any direct
changes made at the database level.

44 Subsequent to the reporting date, the Board of Directors of the Company, at its meeting held on 16 May 2025, approved the conversion of 6,07,61,232 0.001% Series A
Compulsorily Convertible Preference Shares (CCPS) of ₹1 each into 4,14,67,436 equity shares of ₹1 each at the conversion ratio of 1:0.6824 and 1,09,27,823 0.001% Series B
Compulsorily Convertible Preference Shares (CCPS) of ₹1 each into 1,09,27,823 equity shares of ₹1 each at the conversion ratio of 1:1.

As per our report of even date attached

for Walker Chandiok & Co LLP for and on behalf of the Board of Directors of
Chartered Accountants Indiqube Spaces Limited (formerly known as Indiqube Spaces Private Limited, Innovent Spaces Private Limited)
Firm registration No: 001076N/N500013 CIN: U45400KA2015PLC133523

Lokesh Khemka Rishi Das Meghna Agarwal Anshuman Das

Partner Director Director Director
Membership No: 067878 DIN - 00420103 DIN - 06944181 DIN - 00420772

Place: Bengaluru Place: Bengaluru Place: Bengaluru Place: Bengaluru

Date: 24 June 2025 Date: 24 June 2025 Date: 24 June 2025 Date: 24 June 2025

Pawan J Jain Pranav Ayanath Kuttiyat

Chief Financial Officer Company Secretary
Membership No: A57351

Place: Bengaluru Place: Bengaluru

Date: 24 June 2025 Date: 24 June 2025
403
 OTHER FINANCIAL INFORMATION

The audited financial information of our Company for Fiscals 2025, 2024 and 2023, respectively (“Company’s
Financial Information”) are available at [Link]/investor/

Our Company is providing these links to its website solely to comply with the requirements specified in the SEBI
ICDR Regulations. The Company’s Financial Information do not constitute, (i) a part of this Red Herring
Prospectus; or (ii) a prospectus, a statement in lieu of a prospectus, an offering circular, an offering memorandum,
an advertisement, an offer or a solicitation of any offer or an offer document to purchase or sell any securities
under the Companies Act, the SEBI ICDR Regulations, or any other applicable law in India or elsewhere. The
Company’s Financial Information 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 its shareholders have
significant influence (collectively, the “Group”) and should not be relied upon or used as a basis for any
investment decision. None of the Group or any of its advisors, nor the BRLMs or the Promoters, 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 Company’s Financial Information or
the opinions expressed therein.

The accounting ratios required under Clause 11 of Part A of Schedule VI of the SEBI ICDR Regulations are given
below:

As on/ For Fiscal As on/ For Fiscal As on/ For Fiscal

Particulars
2025 2024 2023
Basic and Diluted earnings per share (in Rs.) (7.65) (26.09) (15.28)
Return on Networth* (%) NA (261.43) NA
Net asset value per Equity Share of face value of ₹1 each (0.24) 10.03 (23.77)
EBIDTA (before loss on fair value of financial
liabilities)** 6,165.42 4,952.89 3,489.39
*
Return on Net worth is calculated by loss after tax divide net worth.
**
EBITDA (before loss on fair value of financial liabilities) is calculated as EBITDA (Operational) plus loss on fair value of financial liabilities
for the period.
Note 1: Basic and Diluted earnings per share has been in accordance with the Indian Accounting Standard 33 – “Earnings per share”. For
details about the computation of Basic and Diluted earnings per share, refer to Note 28 to the Restated Financial Information on Page 345.

Reconciliation of non-GAAP financial measures

Reconciliation for the following non-GAAP financial measures included in this Red Herring Prospectus are as set
out below:

(₹ in million, unless otherwise specified)

Sr. Particulars FY25 FY24 FY23
no
1 Reconciliation of Total assets to Net Asset value per Equity Share
Net Asset value per Equity Share
Total assets (I)
46,851.23 36,679.13 29,693.17
Total liabilities (II)
46,882.34 35,372.80 32,774.18
Net Assets (III) = (I-II)
(31.11) 1,306.33 (3,081.01)
Total weighted average number of equity shares outstanding at the
end of the period/year post bonus share issue (IV) 130.18 130.18 129.61
Net Asset value per Equity Share (in Rs.) (V) = (III / IV) (0.24) 10.03 (23.77)
2 Reconciliation of Loss after tax to EBITDA, EBITDA (Operational), EBITDA (before loss on fair value of
financial liabilities), EBITDA margin (before loss on fair value of financial liabilities) and Cash EBIT
Loss after tax (I) (1,396.17) (3,415.08) (1,981.09)
Add: Tax expense (II) (176.86) (433.14) (298.22)
Loss before tax (III) = (I+II)
(1,573.03) (3,848.22) (2,279.31)
404
Sr. Particulars FY25 FY24 FY23
no
Add: Finance costs (IV)
3,303.51 2,560.02 1,880.08
Add: Depreciation and amortisation expense (V) 4,871.39 3,922.43 2,981.50
EBITDA (VI) = (III+IV+V)
6,601.87 2,634.23 2,582.27
Less: Other income (VII)
436.45 370.87 215.37
EBITDA (Operational) (VIII) = (VI-VII)
6,165.42 2,263.36 2,366.90
Add: Loss on fair value of financial liabilities (IX)
- 2,689.53 1,122.49
EBITDA (before loss on fair value of financial liabilities) (X) =
(VIII+IX) 6,165.42 4,952.89 3,489.39
Revenue from operations (XI)
10,592.86 8305.73 5797.38
EBITDA margin (before loss on fair value of financial liabilities)
(XII) = (X/XI) (%) 58.20 59.63 60.19
Less: Payment of lease liabilities (including interest) (XIII)
5,020.12 3,819.66 3,012.36
Cash EBIT (XIV) = (X-XIII) 1,145.30 1,133.23 477.03
3 Reconciliation of Total borrowings to Debt to Equity Ratio
Non-current Borrowings (I)
2,224.68 1,001.45 5,739.54
Current Borrowings (II) 1,214.90 638.75 492.07
Total borrowings (III) = (I+II) 3,439.58 1,640.20 6,231.61
Total equity (IV)
(31.11) 1,306.33 (3,081.01)
Debt to Equity ratio (V) = (III/IV) (in times) (110.58) 1.26 (2.02)
4 Reconciliation of Total borrowings to Net debt and Net debt to Equity Ratio
Total borrowings (I)
3,439.58 1,640.20 6,231.61
Cash and cash equivalents (II)
59.44 3.71 104.42
Bank balances (III)**
0.87 0.82 0.19
Net debt (IV) = (I-II-III) 1,635.67 6,127.00
3,379.27
Total equity (V) 1,306.33 (3,081.01)
(31.11)
Net debt to Equity ratio (VI) = (IV/V) (108.64) 1.25 (1.99)
5 Reconciliation of Total Equity to Capital Employed
Total equity (I)
(31.11) 1,306.33 (3,081.01)
Total borrowing (II)
3,439.58 1,640.20 6,231.61
Cash and cash equivalents (III)
59.44 3.71 104.42
Bank balances (IV)
0.87 0.82 0.19
Capital employed (V) = (I+II-III-IV)
3,348.16 2,942.00 3,045.99
6 Reconciliation of Cash EBIT to Return on Capital Employed (ROCE)
Cash EBIT (I) 1,145.30 1,133.23 477.03
Capital employed (II)
3,348.16 2,942.00 3,045.99
Return on Capital Employed (III) = (I/II) (%)
34.21 38.52 15.66
7 Reconciliation of Equity Share capital to Net Worth and Return on Net Worth
Equity share capital (I)
130.18 1.83 1.83
Instruments entirely equity in nature (II)
71.69 10.10 -
Other equity (III) = (IV+V+VI+VII)
(232.98) 1,294.40 (3,082.84)

405
 Sr. Particulars FY25 FY24 FY23
no
Retained earnings (IV)
(9,254.40) (7,843.94) (4,426.58)
Securities premium (V)
3,038.21 3,228.15 1,308.43
Employee stock options outstanding account (VI)
225.22 152.20 35.31
Other reserves (VII)#
5,757.99 5,757.99 -
Net Worth (VIII) = (I+II+III)
(31.11) 1,306.33 (3,081.01)
Loss after tax (IX)
(1,396.17) (3,415.08) (1,981.09)
Return on Net Worth (X) = (IX/VIII) (%)
NA^ (261.43) NA^
**
Bank balances mentioned above relates to note 13.2 Bank balances other then (ii) above.
^
Return on Net Worth for FY25 and FY23 is not available as loss after tax and net worth both are negative.
#
This represents the accumulated fair value change from the date of issuance of preference shares until the date of the relinquishment of buy
back rights, i.e 27 March 2024 leading to reclassification of the instrument from liability to equity less the amount recorded under share
capital and securities premium.

SR. PARTICULARS DESCRIPTION

NO.
1. Net Assets Net assets is calculated as total assets minus total liabilities.
2. Net Asset value per Equity Net asset value per equity share is calculated as net assets at the end of the period
share divided by total weighted average number of equity shares outstanding at the
end of the period/year post bonus share issue.
3. Loss after tax Loss after tax means loss for the period after tax.
4. Loss before tax Loss before tax means loss for the period before tax.
5. EBITDA EBITDA is calculated as loss after tax plus tax expense, finance cost,
depreciation and amortisation expense for the period.
6. EBITDA (Operational) EBITDA (Operational) is calculated as EBITDA less other income for the
period.
7. EBITDA (before loss on fair EBITDA (before loss on fair value of financial liabilities) is calculated as
value of financial liabilities) EBITDA (Operational) plus loss on fair value of financial liabilities.

8. EBITDA margin (before loss EBITDA margin (before loss on fair value of financial liabilities) is calculated
on fair value of financial as EBITDA (before loss on fair value of financial liabilities) divided by revenue
liabilities) from operations.
9. Cash EBIT Cash EBIT is calculated as EBITDA (before loss on fair value of financial
liabilities) less payment of lease liabilities (including interest).
10. Total borrowings Total borrowings is calculated as sum total of current borrowings and non-
current borrowings at the period end.
11. Total equity Total equity is sum total of equity share capital, instruments entirely equity in
nature and other equity.
12. Debt to Equity ratio Debt to equity ratio is calculated as total borrowings divided by total equity.
13. Net debt Net debt is calculated as total borrowings minus cash and cash equivalents and
bank balances other than cash and cash equivalents for the period.
14. Net debt to Equity ratio Net debt to equity ratio is calculated as net debt divided by total equity.
15. Capital employed Capital employed is calculated as total equity plus net debt.
16. Return on Capital Employed Return on capital employed (%) is calculated as Cash EBIT divided by capital
employed.
17. Net Worth Net worth represents total equity excluding share application money pending
allotment.
18. Return on Net Worth Return on net worth is calculated as loss after tax divided by net worth.

406
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

The following discussion is intended to convey the management’s perspective on our financial condition and
results of operations for Fiscal 2025, 2024 and 2023 and should be read in conjunction with “Restated Financial
Information” on page 345.

This Red Herring Prospectus may include forward-looking statements that involve risks and uncertainties, and
our actual financial performance may materially vary from the conditions contemplated in such forward-looking
statements as a result of various factors, including those described below and elsewhere in this Red Herring
Prospectus. For further information, see “Forward-Looking Statements” on page 24. Also see “Risk Factors”
and “– Significant Factors Affecting our Financial Condition and Results of Operations” on pages 38 and 408,
respectively, for a discussion of certain factors that may affect our business, financial condition or results of
operations.

Our fiscal year ends on March 31 of each year, and references to a particular fiscal are to the twelve months
ended March 31 of that year. Unless otherwise indicated or the context otherwise requires, the financial
information for Fiscal 2025, 2024 and 2023 included herein is derived from the Restated Financial Information,
included in this Red Herring Prospectus. For further information, see “Restated Financial Information” on page
345.

We have included certain non-GAAP financial measures and other performance indicators relating to our
financial performance and business in this Red Herring Prospectus, each of which are supplemental measures of
our performance and liquidity and are not required by, or presented in accordance with the Ind AS, Indian GAAP,
IFRS or U.S. GAAP. Such measures and indicators are not defined under Ind AS, Indian GAAP, IFRS or U.S.
GAAP, and therefore, should not be viewed as substitutes for performance, liquidity or profitability measures
under Ind AS, Indian GAAP, IFRS or U.S. GAAP. In addition, such measures and indicators are not standardized
terms, and a direct comparison of these measures and indicators between companies may not be possible. Other
companies may calculate these measures and indicators differently from us, limiting their usefulness as a
comparative measure. Although such measures and indicators are not a measure of performance calculated in
accordance with applicable accounting standards, our Company’s management believes that they are useful to
an investor in evaluating us as they are widely used measures to evaluate a company’s operating performance.
For risks relating to non-GAAP measures, see “Risk Factors – Certain non-GAAP financial measures relating to
our operations and financial performance have been included in this Red Herring Prospectus. These non-GAAP
financial measures are not measures of operating performance or liquidity defined by Ind AS and may not be
comparable.” on page 66.

Unless otherwise indicated, industry and market data used in this section has been derived from the industry
report titled “Industry Report on Flexible Workspaces Segment In India” dated June 2025 (the “CBRE Report”)
prepared and issued by CBRE South Asia Private Limited, appointed by us pursuant to an engagement letter
dated November 22, 2024 and exclusively commissioned and paid for by us to enable the investors to understand
the industry in which we operate in connection with the Offer. The data included herein includes excerpts from
the CBRE Report and may have been re-ordered by us for the purposes of presentation. Unless otherwise
indicated, financial, operational, industry and other related information derived from the CBRE Report and
included herein with respect to any particular calendar year/ Fiscal refers to such information for the relevant
calendar year/ Fiscal. A copy of the CBRE Report is available on the website of our Company at
www.//[Link]/investor/. For further information, see “Risk Factors – Certain sections of this Red Herring
Prospectus disclose information from the CBRE Report which is a paid report and commissioned and paid for by
us exclusively in connection with the Issue and any reliance on such information for making an investment decision
in the Issue is subject to inherent risks.” on page 66. Also see, “Certain Conventions, Use of Financial Information
and Market Data and Currency of Presentation –Industry and Market Data” on page 21.

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OVERVIEW

For details in relation to our business, see “Our Business” on page 241.

SIGNIFICANT FACTORS AFFECTING OUR FINANCIAL CONDITION AND RESULTS OF

OPERATIONS

Our results of operations and financial condition are affected by a number of important factors including:

Revenue drivers

Number of centers and seats

The expansion of our footprint, both in terms of the number of centers and the corresponding increase in seat
capacity, is a principal factor influencing our financial condition and results of operations. We manage a portfolio
of 115 centres across 15 cities, covering 8.40 million square feet of AUM with a total seating capacity of 186,719
as of March 31, 2025. In the Tier I category, we have a presence in eight cities, i.e., Bengaluru, Pune, Chennai,
Mumbai, Noida, Gurgaon, and Hyderabad. Additionally, our presence extends to seven non-Tier I cities, i.e.,
Coimbatore and Madurai in Tamil Nadu, Kochi and Kozhikode in Kerala, Jaipur in Rajasthan, Mohali in Punjab,
Kolkata in West Bengal and Vijayawada in Andhra Pradesh.

Our total number of centers and AUM have grown significantly over time, increasing from 74 centers with 4.94
million square feet of area as of March 31, 2023, to 115 centers and 8.40 million square feet of area as of March
31, 2025. We have thus expanded our portfolio by 3.46 million square feet with the addition of 41 properties and
five new cities between March 31, 2023 and March 31, 2025. Our AUM grew at a CAGR of 30.40% from March
31, 2023 to March 31, 2025.

Our active stock also registered growth from 4.39 million square feet on March 31, 2023 to 6.92 million square
feet as of March 31, 2025. Additionally, our area in steady state centers has increased from 2.82 million square
feet as of March 31, 2023 to 5.25 million square feet as of March 31, 2025. We have 1.48 million square feet of
area which is under management and yet to be operational as of March 31, 2025, indicating headroom for growth
in near term.

Rentals and occupancy rates

Our revenue from rental income is derived from the rent charged to our clients for the use of our spaces. Our rental
income has experienced substantial growth, increasing from ₹ 4,572.57 million in Fiscal 2023 to ₹ 8,702.50
million in Fiscal 2025. Our client agreements typically range from 36 to 60 months, with lock-in periods between
24 and 48 months. These agreements include a fixed lease rental, generally subject to a 6% annual escalation.

We calculate occupancy as the percentage of total occupied area relative to the total rentable area across our
centers. These levels are influenced by various factors, including demand and supply dynamics for workspace
solutions in specific micro-markets, our pricing strategies, and the quality and range of amenities offered in
comparison to our competitors. As of March 31, 2025, our centers with a vintage of 12 months or more achieved
an occupancy rate of 86.50%.The performance of these centers is vital for supporting consistent operational results
and long-term financial stability.

Client profile

A diverse client profile is an important factor influencing our financial condition and results of operations. The
wide range of industries, businesses, and organizational sizes that engage with us allows for a balanced revenue
stream, minimizing dependency on any single client or sector. This diversity strengthens our ability to adapt to
market fluctuations and maintain stable occupancy, contributing positively to long-term financial performance
and operational stability. We maintain a well-diversified client base across industries and regions, minimizing the
risks associated with client concentration. We believe this approach ensures that no single client dominates our
revenue stream, safeguarding against potential revenue losses due to client moves.

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Value added services

While workspace leasing remains the core driver of our revenue, we have strategically expanded our service
offerings to include a wide range of VAS, such as interior design and build, facility management, food and
transport services, and technology solutions. This diversification of offerings has contributed to the growth of our
revenue streams and enhances our ability to serve the evolving needs of our clients. Below is the breakdown of
our revenue from workspace leasing and VAS for the years indicated:

Fiscal 2025 Fiscal 2024 Fiscal 2023

(% of (% of (% of
Particulars (₹ in revenue (₹ in revenue (₹ in revenue
million) from million) from million) from
operations) operations) operations)
Workspace leasing* 9,264.96 87.46 7,415.84 89.29 5,152.40 88.87
VAS** 1,349.21 12.74 921.99 11.10 681.65 11.76
*
Includes rental charges, common area maintenance charges and electricity charges.
**Includes revenue from other VAS.

This expansion of VAS offerings is a key factor in enhancing our financial performance and results of operations.

Cost drivers

Expenses

Our expenses primarily include:

Employee benefits expense: Our employee benefits expenses were ₹758.26 million, ₹637.68 million and ₹435.29
million or 6.87%, 7.35% and 7.24% of our total income for Fiscals 2025, 2024 and 2023, respectively. Our
employee benefits expense expressed as a percentage of our total income have reduced from 7.24% in Fiscal
2023 to 6.87% in Fiscal 2025.

Fiscal 2025 Fiscal 2024 Fiscal 2023

Particulars
(In ₹ million except %)
Employee Benefits Expense 758.26 637.68 435.29
Employee Benefit Expense as % Total Income 6.87 7.35 7.24

Finance costs: Our finance costs were ₹3,303.51 million, ₹2,560.02 million and ₹1,880.08 million or 29.95%,
29.50% and 31.27% of our total income for Fiscals 2025, 2024 and 2023, respectively. Our finance costs primarily
comprise interest expense on lease liabilities, interest expense on our borrowings and on security deposits
received.

Fiscal 2025 Fiscal 2024 Fiscal 2023

Particulars
(In ₹ million except %)
Finance Costs (₹ million) 3,303.51 2,560.02 1,880.08
Finance Costs as % Total Income 29.95 29.50 31.27

Other expenses: Other expenses were ₹3,149.65 million, ₹5,014.93 million and ₹2,705.70 million or 28.56%,
57.80% and 45.00% of our total income for Fiscals 2025, 2024 and 2023, respectively. Other expenses primarily
comprise loss on fair valuation of financial liabilities, power and fuel expenses, repairs and maintenance, security
expenses, house keeping expenses and brokerage expenses.

Fiscal 2025 Fiscal 2024 Fiscal 2023

Particulars
(In ₹ million except %)
Other Expenses (₹ million) 3,149.65 5,014.93 2,705.70

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 Fiscal 2025 Fiscal 2024 Fiscal 2023
Particulars
(In ₹ million except %)
Other Expenses as % of Total Income 28.56 57.80 45.00

SUMMARY OF MATERIAL ACCOUNTING POLICIES

The accounting policies set out below have been applied consistently to all periods presented in our financial
statements and in preparing the opening Ind AS balance sheet as at April 1, 2022 for the purposes of the transition
to Ind AS.

Property, plant and equipment

Recognition and measurement

The cost of an item of property, plant and equipment shall be recognised as an asset if, and only if it is probable
that future economic benefits associated with the item will flow to our Company and the cost of the item can be
measured reliably.

If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted
for as separate items (major components) of property, plant and equipment.

Property, plant and equipment are carried at cost less accumulated depreciation and impairment losses, if any.
The cost of property, plant and equipment comprises its purchase price/acquisition cost, net of any trade discounts
and rebates, any import duties and other taxes (other than those subsequently recoverable from the tax authorities),
any directly attributable expenditure on making the asset ready for its intended use, other incidental expenses,
plant and equipment up to the date the asset is ready for its intended use. Subsequent expenditure on property,
plant and equipment after its purchase/completion is capitalized only if the cost of item can be measured reliably.

An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are
expected to arise from continued use of the asset. Any gain or loss arising on the disposal or retirement of an item
of property, plant and equipment is determined as the difference between the sales proceeds and the carrying
amount of the asset and is recognized in the statement of profit and loss. Repairs and maintenance costs are
recognized in the statement of profit and loss when incurred.

Advances paid towards acquisition of property, plant and equipment outstanding at each balance sheet date is
classified as capital advances and the cost of assets not put to use before such date are disclosed under ‘Capital
work-in-progress’.

Transition to Ind AS

The cost of property, plant and equipment as at April 1, 2022, our Company’s date of transition to Ind AS, was
determined with reference to its carrying value recognized as per the previous GAAP (deemed cost), as at the date
of transition to Ind AS.

Subsequent Expenditure

Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated with the
expenditure will flow to our Company and the cost of the item can be measured reliably.

Depreciation

Depreciation on property, plant and equipment is provided on the straight-line method over the useful life and in
the manner prescribed in Schedule II to the Act. However, where the management’s estimate of the remaining
useful life of the assets on a review subsequent to the time of acquisition is different, then depreciation is provided
over the remaining useful life based on the revised useful life.

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 Management Useful life as per
Asset category
estimate of useful life Schedule II
Leasehold improvements 10 years or lease term whichever is lower Lease term
Plant and machinery 10 years 10 years
Furnitures and fixtures 10 years 10 years
Computers 3 years 3 years
Vehicles 8 years 8 years
Office equipments 5 years 5 years

Our Company believes the useful lives as given above best represent the useful life of these assets based on
internal assessment, which is different from the useful lives as prescribed under Schedule II of the Companies
Act, 2013.

The useful lives and methods of depreciation of property, plant and equipment are reviewed at each reporting date
and adjusted, if appropriate.

Capital work-in-progress includes cost of property, plant and equipment under installation / under development
as at the balance sheet date.

Intangible Assets

Recognition and measurement and amortization

Intangible Assets

Intangible assets are stated at cost less accumulated amortization and accumulated impairment losses. Intangible
assets are amortized over their respective estimated useful lives on a straight line basis, from the date that they are
available for use. The estimated useful life of an identifiable intangible assets is based on a number of factors
including the effects of obsolescence, demand, competition and other economic factors (such as the stability of
the industry and known technological advances) and the level of maintenance expenditures required to obtain the
expected future cash flows from the asset.

Intangible assets under development

Development expenditure is capitalized as part of the cost of the resulting intangible asset only if the expenditure
can be measured reliably, the product or process is technically and commercially feasible, future economic
benefits are probable and our Company intends to and has sufficient resources to complete development and to
use or sell the asset. Otherwise, it is recognized in profit or loss as incurred.

The estimated useful lives are as follows:

Asset Useful Life

Computer Software 3 years
Trademarks and copyrights 3 years

Amortization method and useful lives are reviewed at the end of each financial year and adjusted if appropriate.

Subsequent Expenditure

Subsequent expenditure is capitalized only when it increases the future economic benefits and cost can be
measured reliably embodied in the specific asset to which it relates.

Transition to Ind AS
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The cost of intangible assets as at April 1, 2022, our Company’s date of transition to Ind AS, was determined
with reference to our carrying value recognized as per the previous GAAP (deemed cost), as at the date of
transition to Ind AS.

Impairment

Financial Assets

Our Company recognizes loss allowances using the expected credit loss (“ECL”) model for the financial assets
which are not fair valued through profit or loss. Loss allowance for trade receivables with no significant financing
component is measured at an amount equal to lifetime ECL. For all other financial assets, expected credit losses
are measured at an amount equal to the 12-month ECL, unless there has been a significant increase in credit risk
from initial recognition in which case those are measured at lifetime ECL. The amount of expected credit losses
(or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be
recognized is recognized as an impairment gain or loss in profit or loss.

A financial asset is ‘credit impaired’ when one or more events that have a detrimental impact on the estimated
future cash flows of the financial asset have occurred.

Evidence that a financial asset is credit-impaired includes the following observable data:

• Significant financial difficulty of the debtor;

• A breach of contract such as a default or being more than 365 days past due or
• It is probable that the debtor will enter into bankruptcy or other financial reorganisation.

Write off

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. This is generally the case when our Company determines that the debtor does
not have assets or sources of income that could generate sufficient cash flows to repay the amounts subject to the
write-off.

Company considers a financial asset to be in default when:

The debtor is unlikely to pay its credit obligations to our Company in full, without full recourse by our Company
to action such as realizing security (if any is held).

Measurement of ECLs

Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the cash flows
due to the entity in accordance with the contract and the cash flows that our Company expects to receive). Loss
allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the
assets, if any.

Loss allowances for trade receivables are always measured at an amount equal to lifetime expected credit losses.
Lifetime expected credit losses are the expected credit losses that result from all possible default events over the
expected life of a financial instrument. In all cases, the maximum period considered when estimating expected
credit losses is the maximum contractual period over which our Company is exposed to credit risk.

Non-financial assets

Intangible assets and property, plant and equipment, capital work-in-progress and intangible assets under
development are evaluated for recoverability whenever events or changes in circumstances indicate that their
carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e. the
higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the
asset does not generate cash inflows that are largely independent of those from other assets. In such cases, the
recoverable amount is determined for the CGU to which the asset belongs. If such assets are considered to be
412
impaired, the impairment to be recognized in the Statement of Profit and Loss is measured by the amount by
which the carrying value of the assets exceeds the estimated recoverable amount of the asset. An impairment loss
is reversed (except for goodwill) in the Statement of Profit and Loss if there has been a change in the estimates
used to determine the recoverable amount. The carrying amount of the asset is increased to its revised recoverable
amount, provided that this amount does not exceed the carrying amount that would have been determined (net of
any accumulated amortization or depreciation) had no impairment loss been recognized for the asset in prior years.

Leases

At inception of a contract, our Company assesses whether a contract is, or contains, a lease. A contract is, or
contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in
exchange for consideration.

As a lessee

Our Company applies a single recognition and measurement approach for all leases except for short-term leases
and low-value leases. Our Company recognizes lease liabilities to make lease payments and right-of-use assets
representing the right to use the underlying assets. The nature of expenses related to those leases has changed
from lease rent in previous periods to (i) amortization for the right-to-use asset, and (ii) interest accrued on lease
liability.

Right-of-use assets

Our Company recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-
use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any
lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate
of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is
located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to
the earlier of the end of the useful life of the right-of-use asset or the end of the lease term, unless the lease transfers
ownership of the underlying asset to our Company by the end of the lease term or the cost of the right-of-use asset
reflects that our Company will exercise a purchase option. In that case the right-of-use asset will be depreciated
over the useful life of the underlying asset, which is determined on the same basis as those of property and
equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted
for certain remeasurements of the lease liability.

Lease Liabilities

The lease liability is initially measured at the present value of the lease payments that are not paid at the
commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily
determined, our Company’s incremental borrowing rate. Generally, our Company uses our incremental borrowing
rate as the discount rate. Lease payments included in the measurement of the lease liability comprise fixed
payments.

Our Company determines our incremental borrowing rate by obtaining interest rates from various external
financing sources and makes certain adjustments to reflect the terms of the lease and type of the asset leased.

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there
is a change in future lease payments arising from a change in an index or rate, if there is a change in our Company’s
estimate of the amount expected to be payable under a residual value guarantee, if our Company changes its
assessment of whether we will exercise a purchase, extension or termination option or if there is a revised in-
substance fixed lease payment.

In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease
term, a change in the lease payments or change in the assessment of an option to purchase the underlying asset.

413
Short-term leases and leases of low-value assets

Our Company elects not to recognize right-of-use assets and lease liabilities for leases of low-value assets and
short-term leases, including IT equipment. Our Company recognized the lease payments associated with these
leases as an expense in profit or loss on a straight-line basis over the lease term.

Modifications to a lease

A lessee accounts for a lease modification as a separate lease if both of the following conditions exist:

• the modification increases the scope of the lease by adding the right to use one or more underlying
assets; and

• the consideration for the lease increases by an amount commensurate with the stand-alone price for the
increase in scope and any appropriate adjustments to that stand-alone price to reflect the circumstances
of the particular contract.

In this case, the lessee accounts for the separate lease in the same way as any new lease and makes no adjustment
to the accounting for the initial lease. The lessee uses a revised discount rate to account for the separate lease.
The new rate is determined at the effective date of the modification. The lessee uses the interest rate implicit in
the lease if it is readily determinable; otherwise the lessee uses its incremental borrowing rate.

For a lease modification that is not accounted for as a separate lease, at the effective date of the lease modification
a lessee shall:

• allocate the consideration in the modified contract;

• determine the lease term of the modified lease; and

• remeasure the lease liability by discounting the revised lease payments using a revised discount rate.
The revised discount rate is determined as the interest rate implicit in the lease for the remainder of the
lease term, if that rate can be readily determined, or the lessee’s incremental borrowing rate at the
effective date of the modification, if the interest rate implicit in the lease cannot be readily determined.

As a lessor

At inception or on modification of a contract that contains a lease component, our Company allocates the
consideration in the contract to each lease component on the basis of their relative standalone prices.

When our Company acts as a lessor, we determine at lease inception whether each lease is a finance lease or an
operating lease.

Our Company recognises lease payments received under operating leases as income on a straight-line basis over
the lease term as part of ‘other income’.

To classify each lease, our Company makes an overall assessment of whether the lease transfers substantially all
of the risks and rewards incidental to ownership of the underlying asset. If this is the case, then the lease is a
finance lease; if not, then it is an operating lease. As part of this assessment, our Company considers certain
indicators such as whether the lease is for the major part of the economic life of the asset.

When our Company is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease
separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from
the head lease, not with reference to the underlying asset. If a head lease is a short-term lease to which our
Company applies the exemption described above, then it classifies the sub-lease as an operating lease.

414
When our Company as an intermediate lessor enters into an intermediate finance lease, it derecognises the right-
of-use asset under the head lease which it transfers to the sub lessee, recognises the net investment in the sublease
as an asset, recognises the difference between the right-of-use asset and the net investment as a gain or loss and
continue to recognise the lease liability, i.e., the lease payments owed to the head lessor, for the head lease. Over
the sublease term, the intermediate lessor recognises the interest income from the sublease and the interest expense
for the head lease.

Financial instruments

Recognition and initial measurement

Trade receivables are initially recognized when they are originated. All other financial assets and financial
liabilities are initially recognized when it becomes a party to the contractual provisions of the instrument. All
financial assets (unless it is a trade receivable without a significant financing component) and liabilities are
measured at fair value on initial recognition. Transaction costs that are directly attributable to the acquisition or
issue of financial assets and financial liabilities, that are not at fair value through profit or loss, are added to the
fair value on initial recognition. A trade receivable without a significant financing component is initially measured
at the transaction price.

Classification and subsequent measurement

Financial Assets

On initial recognition, a financial asset is classified as measured at:

• amortised cost;

• FVOCI - debt investment;

• FVOCI - equity investment; or

• FVTPL.

Financial assets are not reclassified subsequent to their initial recognition unless our Company changes our
business model for managing financial assets, in which case all affected financial assets are reclassified on the
first day of the first reporting period following the change in the business model.

Financial assets carried at amortized cost

A financial asset is subsequently measured at amortized cost if it is held within a business model whose objective
is to hold the asset in order to collect contractual cash flows and the contractual terms of the financial asset give
rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount
outstanding.

Financial assets at fair value through other comprehensive income

A financial asset is subsequently measured at fair value through other comprehensive income if it is held within
a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets
and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments
of principal and interest on the principal amount outstanding.

Financial assets at fair value through profit or loss

A financial asset which is not classified in any of the above categories are subsequently fair valued through profit
or loss.

Financial liabilities
415
Financial liabilities are subsequently carried at amortized cost using the effective interest method. For trade and
other payables maturing within one year from the Balance Sheet date, the carrying amounts approximate fair value
due to the short maturity of these instruments.

Derecognition

Financial assets

Our Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset
expire, or it transfers the right to receive the contractual cash flows in a transaction in which substantially all of
the risks and rewards of ownership of the financial assets are transferred or in which our Company neither transfers
nor retains substantially all of the risks and rewards of ownership and does not retain control of the financial asset.

If our Company enters into transactions whereby the transfers assets recognized on its balance sheet, but retains
either all or substantially all of the risks and rewards of the transferred assets, the transferred assets are not
derecognized.

Financial liabilities

Our Company derecognizes a financial liability when its contractual obligations are discharged or cancelled, or
expire.

Our Company also derecognizes a financial liability when its terms are modified and the cash flows under the
modified terms are substantially different. In this case, a new financial liability based on the modified terms is
recognized at fair value. The difference between the carrying amount of the financial liability extinguished and a
new financial liability with modified terms is recognized in the Statement of Profit and Loss.

Offsetting

Financial assets and financial liabilities are offset and the net amount presented in the balance sheet when, and
only when, our Company currently has a legally enforceable right to set off the amounts and it intends either to
settle them on a net basis or realize the asset and settle the liability simultaneously.

Revenue Recognition

Revenue from contracts with customers

Revenue is recognised on the basis of approved contracts regarding the transfer of goods or services to a customer
for an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods
and services.

Revenue towards satisfaction of a performance obligation is measured at the amount of transaction price (net of
variable consideration) allocated to that performance obligation. The transaction price of goods sold and services
rendered is net of variable consideration. Any amounts receivable from the customer are recognised as revenue
after the control over the goods sold and services rendered are transferred to the customer.

Variable consideration includes incentives, rebates, discounts etc. which is estimated at contract inception
considering the terms of various schemes with customers and constrained until it is highly probable that a
significant revenue reversal in the amount of cumulative revenue recognised will not occur when the associated
uncertainty with the variable consideration is subsequently resolved. It is reassessed at the end of each reporting
period.

Satisfaction of performance obligation

Revenue is recognised when (or as) our Company satisfies a performance obligation by transferring a promised
good or service (i.e. an asset) to a customer. An asset is transferred when (or as) the customer obtains control of
that asset. For each performance obligation identified, we determine at contract inception whether we satisfy the
performance obligation over time or satisfies the performance obligation at a point in time.
416
Where performance obligation is satisfied over time, our Company recognizes revenue over the contract period.
Where performance obligation is satisfied at a point in time, Company recognizes revenue when customer obtains
control of promised goods and services in the contract.

Rental income

Service revenue includes rental revenue for use of leased premises and related ancillary services. Revenue from
leased out premises under an operating lease is recognized on a straight line basis over the non- cancellable period
(“lease term for revenue”), except where there is an uncertainty of ultimate collection. After lease term for
revenue or where there is no non-cancellable period, 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.

Electricity and maintenance services

Revenue from electricity and maintenance services are recognised monthly, on accrual basis, in accordance with
the terms of the respective agreement as and when the services are rendered.

Other ancillary services

Revenue from others ancillary services mainly includes IT support services and other value added services. It is
recognised as and when the services are rendered in accordance with the terms of respective agreements.

Contract liability

A contract liability is the obligation to transfer goods or services to a customer for which our Company has
received consideration (or an amount of consideration is due) from the customer. If a customer pays consideration
before our Company transfers goods or services to the customer, a contract liability is recognized when the
payment is made or the payment is due (whichever is earlier). Contract liabilities are recognized as revenue when
our Company performs under the contract.

Sale of goods

Revenue from sale of goods is recognised on transfer of control of ownership of goods to the buyer and when no
significant uncertainty exists regarding the amount of consideration that will be delivered.

Recognition of Interest income

Interest income is recognised using the effective interest method.

Income Tax

Income tax comprises of current tax and deferred tax. It is recognized in profit or loss except to the extent that it
relates to a business combination or to an item recognized directly in equity or in other comprehensive income.

Current Tax

Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any
adjustment to the tax payable or receivable in respect of previous years. The amount of current tax reflects the
best estimate of the tax amount expected to be paid or received after considering the uncertainty, if any related to
income taxes. It is measured using tax rates (and tax laws) enacted or substantively enacted by the reporting date.

Deferred Tax

Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the corresponding amounts used for taxation purposes. Deferred
tax is also recognized in respect of carried forward tax losses and tax credits.

417
Deferred tax assets are recognized for unused tax losses, unused tax credits and deductible temporary differences
to the extent that it is probable that future taxable profits will be available against which they can be used. Deferred
tax assets recognized or unrecognized are reviewed at each reporting date and are recognized / reduced to the
extent that it is probable / no longer probable respectively that the related tax benefit will be realized. Deferred
tax is measured at the tax rates that are expected to apply to the period when the asset is realized or the liability is
settled, based on the laws that have been enacted or substantively enacted by the reporting date. The measurement
of deferred tax reflects the tax consequences that would follow from the manner in which our Company expects,
at the reporting date, to recover or settle the carrying amount of its assets and liabilities.

Our Company offsets, the current tax assets and liabilities (on a year on year basis) and deferred tax assets and
liabilities, where it has a legally enforceable right and where it intends to settle such assets and liabilities on a net
basis.

Our Company recognises deferred tax related to assets and liabilities separately arising from a single transaction
that give rise to equal and off-setting differences.

Minimum Alternate Tax (“MAT”) payable for a year is charged to the Statement of Profit and Loss as current
tax. Our Company recognizes MAT credit available as an asset only to the extent that there is convincing evidence
that our Company will pay normal income tax during the specified period, i.e., the period for which MAT credit
is allowed to be carried forward. In the year in which our Company recognizes MAT credit as an asset in
accordance with the Guidance Note on Accounting for Credit Available in respect of Minimum Alternative Tax
under the Income-tax Act, 1961, the said asset is created by way of credit to the Statement of Profit and Loss and
shown as ‘MAT Credit Entitlement’ under Deferred Tax. Our Company reviews the same at each reporting date
and writes down the asset to the extent our Company does not have convincing evidence that it will pay normal
tax during the specified period.

Borrowing costs

Borrowing costs are interest and other costs incurred in connection with the borrowing of funds. All borrowing
costs are expensed in the period in which they incur in the Statement of profit and loss.

Provision, contingent assets and contingent liabilities

General

Provisions are recognized when our Company has a present obligation (legal or constructive) as a result of a past
event, it is probable that an outflow of resources embodying economic benefits will be required to settle the
obligation and a reliable estimate can be made of the amount of the obligation. When our Company expects some
or all of a provision to be reimbursed, the expense relating to a provision is presented in the Statement of Profit
and Loss net of any reimbursement.

If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that
reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the
provision due to the passage of time is recognized as a finance cost.

Contingent liabilities

A disclosure for contingent liabilities is made where there is a possible obligation or a present obligation that may
probably not require an outflow of resources. When there is a possible or a present obligation where the likelihood
of outflow of resources is remote, no provision or disclosure is made.

Contingent assets

Contingent asset is not recognised in restated financial information since this may result in the recognition of
income that may never be realised. However, when the realisation of income is virtually certain, then the related
asset is not a contingent asset and is recognized.

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Employee benefits

Defined contribution plans

A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into
a separate entity and will have no legal or constructive obligation to pay further amounts. Our Company makes
specified monthly contributions towards government administered provident fund scheme. Obligations for
contributions to defined contribution plans are recognized as an employee benefit expense in profit or loss in the
periods during which the related services are rendered by employees.

Provident fund

Contribution towards provident fund for certain employees is made to the regulatory authorities, where our
Company has no further obligations. Such benefits are classified as Defined Contribution Schemes as our
Company does not carry any further obligations, apart from the contributions made on a monthly basis.

Defined benefit plans

Gratuity

Gratuity liability is a defined benefit obligation and is provided on the basis of actuarial valuation, based on
projected unit credit method at the balance sheet date, carried out by an independent actuary. Actuarial gains and
losses comprise experience adjustments and the effect of changes in the actuarial assumptions and are recognised
in full in the period in which they occur in the OCI. Our Company determines the net interest expense / (income)
on the net defined benefit liability / (asset) for the period by applying the discount rate used to measure the defined
benefit obligation at the beginning of the annual period to the then-net defined benefit liability/ (asset), taking into
account any changes in the net defined benefit liability/ (asset) during the period as a result of contributions and
benefit payments. Net interest expense and other expenses related to defined benefit plans are recognised in profit
or loss.

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to
past service (“past service cost” or “past service gain”) or the gain or loss on curtailment is recognised
immediately in profit or loss. Our Company recognises gains and losses on the settlement of a defined benefit
plan when the settlement occurs.

Compensated leave

Benefits under our Company’s compensated absences scheme constitute other long term employee benefits. The
obligation in respect of compensated absences is provided on the basis of an actuarial valuation carried out by an
independent actuary using the Projected Unit Credit Method, which recognizes each period of service as giving
rise to an additional unit of employee benefit entitlement and measures each unit separately to build up the final
obligation. The obligation is measured at the present value of estimated future cash flows. The discount rates
used for determining the present value of obligation under defined benefit plan, is based on the market yields as
at balance sheet date on Government securities, having maturity periods approximating to the terms of related
obligations.

Actuarial gains and losses are recognized immediately in the statement of profit and loss. To the extent our
Company does not have an unconditional right to defer the utilization or encashment of the accumulated
compensated absences, the liability determined based on actuarial valuation is considered to be a current liabilities.

Share-based payments

The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an
appropriate valuation model. That cost is recognized in the statement of profit and loss, together with a
corresponding increase in share option outstanding account in other equity, over the period in which the
performance and/or service conditions are fulfilled in employee benefits expense. The dilutive effect of
outstanding options is reflected as additional share dilution in the computation of diluted earnings per share.

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Segment reporting

Our Company has the policy of reporting the segments in a manner consistent with the internal reporting provided
to the Chief Operating Decision Maker (“CODM”). The chief operating decision maker is considered to be the
Board of Directors who makes strategic decisions and is responsible for allocating resources and assessing
performance of the operating segments.

Cash and cash equivalents

Cash and cash equivalents includes cash on hand, demand deposits with banks, other short-term highly liquid
investments with original maturities of nine months or less.

Earnings per share

Basic Earnings Per Share (“EPS”) is computed by dividing the net profit attributable to the equity shareholders
by the weighted average number of equity shares outstanding during the year. Diluted earnings per share is
computed by dividing the net profit by the weighted average number of equity shares considered for deriving
basic earnings per share and also the weighted average number of equity shares that could have been issued upon
conversion of all dilutive potential equity shares. Dilutive potential equity shares are deemed converted as of the
beginning of the year, unless issued at a later date. In computing diluted earnings per share, only potential equity
shares that are dilutive and that either reduces earnings per share or increases loss per share are included. The
number of shares and potentially dilutive equity shares are adjusted retrospectively for all periods presented for
the share splits.

Share capital

• Equity shares - Incremental costs directly attributable to the issue of equity shares are recognised as a
deduction from equity. Income tax relating to transaction costs of an equity transaction is accounted for in
accordance with Ind AS 12.

• Preference shares - Our Company’s compulsorily convertible preference shares are classified as equity or
financial liabilities, depending upon the terms of issue of the instruments and other rights and obligations of
the parties in accordance with requirement of Ind AS 32. Non-discretionary dividends thereon are
recognised accordingly as dividend or interest expense, as accrued.

Cash flow statement

Cash flows are reported using indirect method, whereby net profits before tax is adjusted for the effects of
transactions of a non-cash nature and any deferrals or accruals of past or future cash receipts or payments and
items of income or expenses associated with investing or financing cash flows. The cash flows from regular
revenue generating (operating activities), investing and financing activities of our Company are segregated.

Bank overdraft is considered as integral part of cash and cash equivalents in cash flow and the same is netted off
against cash and cash equivalents in cash flow statement.

Recent accounting pronouncements

Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under
Companies (Indian Accounting Standards) Rules as issued from time to time. On August 12, 2024, the MCA
amended the Companies (Indian Accounting Standards) Amendment Rules, 2023, as below:

Ind AS 101 - First time adoption of Indian Accounting Standards

This amendment updates the guidelines for first-time adoption of Ind AS, aiming to simplify and clarify reporting
requirements for companies transitioning to these standards.

Ind AS 103 - Business Combinations

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Changes in Ind AS 103 pertain to business combinations, refining the principles for accounting for acquisitions
and mergers to ensure more accurate financial reporting.

Ind AS 104 - Insurance Contracts

The amendment rules eliminate Ind AS 104, which previously dealt with insurance contracts, signalling a shift in
the regulatory framework for insurance accounting.

Our Company is evaluating the impact of the aforementioned amendments on our standalone financial statement
for annual period beginning on or after April 1, 2024.

Standards issued not yet effective

On September 9, 2024, the MCA has notified the Companies (Indian Accounting Standards) Second Amendment
Rules, 2024, which amend Ind AS 116, Leases, with respect to Lease Liability in a Sale and Leaseback.

The amendment specifies the requirements for a seller-lessee in measuring the lease liability arising from a sale
and leaseback transaction. It ensures that the seller-lessee does not recognize any amount of the gain or loss related
to the right of use it retains.

PRINCIPAL COMPONENTS OF INCOME AND EXPENDITURE

Total income

Total income comprises revenue from operations and other income.

Revenue from operations

Our revenue from operations comprises (i) rental income include rentals from leased space and parking; (ii)
margin revenue on finance lease; (iii) electricity charges; (iv) maintenance charges against facility management
services from in-house customers and third party customers; (v) sale of goods includes sale of food, sale of
furniture, sale of information technology and electrical equipment to in-house and third party customers; and (vi)
others ancillary services include transportation service and information and technology services to in-house and
third party customers.

Fiscals
Particulars 2025 2024 2023
(₹ million) (₹ million) (₹ million)
Rental income 8,702.50 6,803.95 4,572.57
Margin revenue on finance lease - - 41.47
Electricity charges 333.62 354.83 274.34
Maintenance charges 511.25 459.07 380.02
Sale of goods 665.42 474.81 317.39
Others ancillary services 380.07 213.07 211.59
Total 10,592.86 8,305.73 5,797.38

• Revenue from workspace leasing: This includes revenue generated from lease agreements, rental income
for the leased spaces, electricity charges from clients, and revenue from facility management services
charged to the clients occupying the space in our centers.

• Revenue from value added services: This includes revenue generated from contracts with clients occupying
the space within our centers or third-party clients that avail services like facility management services, sale
of goods and other ancillary services.

The table below sets forth our revenue from workspace leasing and VAS for the years indicated:

Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023

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 (% of (% of (% of
(₹ in revenue (₹ in revenue (₹ in revenue
million) from million) from million) from
operations) operations) operations)
Workspace leasing* 9,264.96 87.46 7,415.84 89.29 5,152.40 88.87
VAS 1,349.21 12.74 921.99 11.10 681.65 11.76
Note:
* Includes revenue from rentals, common area maintenance and electricity.

Other income

Other income includes (i) interest income under the effective interest method on (a) on fixed deposits, (b) on
unwinding of fair valuation of security deposits, and (c) on unwinding of fair valuation of lease receivables; (ii)
interest income on income tax refund; (iii) financial assets at FVTPL - net change in fair value of mutual fund;
(iv) gain on sale of investments (net); (v) gain on termination of lease; (vi) income on amortisation of deferred
income; (vii) miscellaneous income; (viii) provision for doubtful debts written back; and (ix) reversal of provision
for impairment of property, plant and equipment.

Expenses

Total expenses comprise (i) purchases of traded goods; (ii) employee benefits expense; (iii) finance costs; (iv)
depreciation and amortisation expense; and (v) other expenses.

Purchases of traded goods

Purchases of traded goods comprises (a) information technology and electrical equipment; (b) fitout and furniture;
(c) purchases of food and beverages; and (d) others which including purchase of other goods.

Employee benefits expense

Employee benefits expense comprises (a) salaries, wages and bonus; (b) contribution to provident funds; (c)
gratuity expenses; (c) equity settled share based payments; and (d) staff welfare expenses.

Finance costs

Finance costs primarily comprise (a) interest expense on borrowings from banks and financial institutions
measured at amortised cost and from others; (b) provision of premium on redemption of debentures; (c) interest
expense on lease liabilities; (d) interest expense on security deposits received; and (e) other borrowing cost.

Depreciation and amortization expense

Depreciation and amortization expense includes (a) depreciation on property, plant and equipment; (b)
depreciation of right-of-use assets; and (c) amortisation of intangible assets.

Other expenses

Other expenses primarily include rent, power and fuel, security expenses, legal and professional charges, payment
to auditors, house keeping expenses, office expenses, internet and website expenses, rates and taxes, repairs and
maintenance of building, plant and machineries and others, other service cost, communication, travelling and
conveyance, printing & stationery, brokerage expenses, business promotions, insurance, books and subscription,
loss of de-recognition of right of use asset, loss on sale of property, plant and equipment and other intangible
assets, property, plant and equipment written off, deposits written off, loss on sale value of financials liabilities,
allowance for doubtful advances and deposits, allowance for expected credit losses, impairment on property, plant
and equipment and miscellaneous expenses.

RESULTS OF OPERATIONS

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The following table sets forth select financial data derived from our restated statement of profit and loss for Fiscals
2025, 2024 and 2023, and we have expressed the components of select financial data as a percentage of total
income for such years:

Fiscals
2025 2024 2023
Percentage Percentage Percentage
Particulars
(₹ of total (₹ of total (₹ of total
million) income million) income million) income
(%) (%) (%)
Income
Revenue from operations 10,592.86 96.04 8,305.73 95.73 5,797.38 96.42
Other income 436.45 3.96 370.87 4.27 215.37 3.58
Total income 11,029.31 100.00 8,676.60 100.00 6,012.75 100.00
Expenses
Purchases of traded goods 519.53 4.71 389.76 4.49 289.49 4.81
Employee benefits expense 758.26 6.87 637.68 7.35 435.29 7.24
Finance costs 3,303.51 29.95 2,560.02 29.50 1,880.08 31.27
Depreciation and amortisation expense 4,871.39 44.17 3,922.43 45.21 2,981.50 49.59
Other expenses 3,149.65 28.56 5,014.93 57.80 2,705.70 45.00
Total expenses 12,602.34 114.26 12,524.82 144.35 8,292.06 137.91

Loss before tax (1,573.03) (14.26) (3,848.22) (44.35) (2,279.31) (37.91)

Tax expense
- Current tax 76.77 0.70 84.20 0.97 - -
- Deferred tax (253.63) (2.30) (517.34) (5.96) (298.22) (4.96)
Total tax expense (176.86) (1.60) (433.14) (4.99) (298.22) (4.96)
Loss after tax (1,396.17) (12.66) (3,415.08) (39.36) (1,981.09) (32.95)

FISCAL 2025 COMPARED TO FISCAL 2024

Total income

Total income increased by 27.12% from ₹ 8,676.60 million in Fiscal 2024 to ₹ 11,029.31 million in Fiscal 2025.
This was attributable to an increase in revenue from operations and other income.

Revenue from operations

Revenue from operations increased by 27.54% from ₹ 8,305.73 million in Fiscal 2024 to ₹ 10,592.86 million in
Fiscal 2025. This was primarily due to an increase in rental income from ₹ 6,803.95 million in Fiscal 2024 to
₹8,702.50 million in Fiscal 2025.

Revenue from workspace leasing

Revenue from workspace leasing increased by 24.93% from ₹ 7,415.84 million in Fiscal 2024 to ₹ 9,264.96 million
in Fiscal 2025. Increase in workspace leasing revenue was primarily due to an increase in occupied area from 4.28
million square feet in Fiscal 2024 to 5.33 million square feet in Fiscal 2025, and an increase in occupancy rate
from 80.21% in Fiscal 2024 to 85.12% in Fiscal 2025..

Revenue from VAS

Revenue from VAS increased by 46.34% from ₹ 921.99 million in Fiscal 2024 to ₹ 1,349.21 million in Fiscal
2025.

Other income

Other income increased by 17.68% from ₹ 370.87 million in Fiscal 2024 to ₹ 436.45 million in Fiscal 2025,
primarily due to an increase in income on amortisation of deferred income from ₹ 170.05 million in Fiscal 2024
to ₹ 232.42 million in Fiscal 2025. This was partially offset by a decrease in gain on termination of lease from
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₹49.20 million in Fiscal 2024 to ₹ 28.78 million in Fiscal 2025 and a decrease in interest income under the effective
interest method on unwinding of fair valuation of lease receivables from ₹ 32.10 million in Fiscal 2024 to ₹ 21.31
million in Fiscal 2025.

Expenses

Total expenses increased by 0.62% from ₹ 12,524.82 million in Fiscal 2024 to ₹ 12,602.34 million in Fiscal 2025,
primarily due to increases in purchases of traded goods, employee benefits expense, finance costs and depreciation
and amortization expense.

Purchases of traded goods

Purchases of traded goods increased by 33.29% from ₹ 389.76 million in Fiscal 2024 to ₹ 519.53 million in Fiscal
2025, primarily due to an increase in fitouts and furnitures from ₹ 59.88 million in Fiscal 2024 to ₹ 129.83 million
in Fiscal 2025 and an increase in food and beverages from ₹ 246.47 million in Fiscal 2024 to ₹ 298.47 million in
Fiscal 2025.

Employee benefits expense

Employee benefits expense increased by 18.91% from ₹ 637.68 million in Fiscal 2024 to ₹ 758.26 million in
Fiscal 2025, primarily due to an increase in salaries, wages and bonus from ₹ 477.37 million in Fiscal 2024 to
₹ 645.04 million in Fiscal 2025. This was partially offset by a decrease in equity settled share based payments
from ₹ 116.89 million in Fiscal 2024 to ₹ 73.02 million in Fiscal 2025.

Finance costs

Finance costs increased by 29.04% from ₹ 2,560.02 million in Fiscal 2024 to ₹ 3,303.51 million in Fiscal 2025,
primarily due to an increase in interest expense on lease liabilities from ₹ 2,211.95 million in Fiscal 2024 to
₹ 2,810.40 million in Fiscal 2025.

Depreciation and amortization expense

Depreciation and amortization expense increased by 24.19% from ₹ 3,922.43 million in Fiscal 2024 to ₹ 4,871.39
million in Fiscal 2025, primarily due to an increase in depreciation of right of-use-assets from ₹ 3,122.94 million
in Fiscal 2024 to ₹ 3,868.85 million in Fiscal 2025.

Other expenses

Other expenses decreased by 37.19% from ₹ 5,014.93 million in Fiscal 2024 to ₹ 3,149.65 million in Fiscal 2025,
primarily due to a decrease in (i) loss on fair valuation of financial liabilities from ₹ 2,689.53 million in Fiscal
2024 to nil in Fiscal 2025 on account of reclassification of CCPS from financial liability to equity; and (ii)
impairment loss on property, plant and equipment from ₹ 20.84 million in Fiscal 2024 to nil in Fiscal 2025 on
account of no impairment charge recorded in Fiscal 2025. This was partially offset by increases in (i) power and
fuel from ₹ 549.60 million in Fiscal 2024 to ₹ 695.11 million in Fiscal 2025 on account of increase in number of
operational centers in Fiscal 2025 ; (ii) repairs and maintenance - buildings from ₹ 376.76 million in Fiscal 2024
to ₹ 528.26 million in Fiscal 2025 on account of increase in number of buildings in Fiscal 2025; (iii) house keeping
expenses from ₹ 401.44 million in Fiscal 2024 to ₹ 539.42 million in Fiscal 2025 on account of increase in number
of buildings in Fiscal 2025; (iv) legal and professional charges from ₹ 26.88 million in Fiscal 2024 to ₹ 66.55
million in Fiscal 2025; and (v) brokerage expenses from ₹ 172.10 million in Fiscal 2024 to ₹ 258.79 million in
Fiscal 2025.

Tax expense

Current tax decreased to ₹ 76.77 million in Fiscal 2025 compared to ₹ 84.20 million in Fiscal 2024 due to reduction
in tax rate from 29.12% in Fiscal 2024 to 25.17% in Fiscal 2025 and deferred tax increased to ₹ (253.63) million

424
in Fiscal 2025 compared to ₹ (517.34) million in Fiscal 2024. As a result, total tax expense increased by 59.17%
from ₹(433.14) million Fiscal 2024 to ₹ (176.86) million in Fiscal 2025.

Loss after tax

As a result of the foregoing, loss after tax was ₹ (1,396.17) million in Fiscal 2025, compared to ₹ (3,415.08)
million in Fiscal 2024.

FISCAL 2024 COMPARED TO FISCAL 2023

Total income

Total income increased by 44.30% from ₹ 6,012.75 million in Fiscal 2023 to ₹ 8,676.60 million in Fiscal 2024.
This was attributable to an increase in revenue from operations from ₹ 5,797.38 million in Fiscal 2023 to ₹8,305.73
million in Fiscal 2024 and other income from ₹ 215.37 million in Fiscal 2023 to ₹ 370.87 million in Fiscal 2024.

Revenue from operations

Revenue from operations increased by 43.27% from ₹ 5,797.38 million in Fiscal 2023 to ₹ 8,305.73 million in
Fiscal 2024. This was primarily due to increases in rental income from ₹ 4,572.57 million in Fiscal 2023 to
₹6,803.95 million in Fiscal 2024 on account of increase in occupied area and area leased to multi-city center
clients during Fiscal 2024, electricity charges from ₹ 274.34 million in Fiscal 2023 to ₹ 354.83 million in Fiscal
2024 on account of increase in occupied area and area leased to multi-city center clients during Fiscal 2024, and
maintenance charges from ₹ 380.02 million in Fiscal 2023 to ₹ 459.07 million in Fiscal 2024 on account of
increase in number of clients using facility management services in Fiscal 2024.

Revenue from workspace leasing

Revenue from workspace leasing increased by 43.93% from ₹ 5,152.40 million in Fiscal 2023 to ₹ 7,415.84
million in Fiscal 2024. Increase in workspace leasing revenue was primarily due to an increase in occupied area
from 3.56 million square feet in Fiscal 2023 to 4.28 million square feet in Fiscal 2024, and an increase in area
leased to multi-city center clients.

Revenue from VAS

Revenue from VAS increased by 35.26% from ₹ 681.65 million in Fiscal 2023 to ₹ 921.99 million in Fiscal 2024.

Other income

Other income increased by 72.21% from ₹ 215.37 million in Fiscal 2023 to ₹ 370.87 million in Fiscal 2024,
primarily due to increases in (a) income on amortization of deferred income from ₹ 87.97 million in Fiscal 2023
to ₹ 170.05 million in Fiscal 2024 on account of an increase in security deposit paid to landlords due to increase
in number of operational centers in Fiscal 2024, (b) interest income under the effective interest method on
unwinding of fair valuation of security deposits from ₹ 61.99 million in Fiscal 2023 to ₹ 99.30 million in Fiscal
2024 on account of security deposits received from clients due to increase in number of clients in Fiscal 2024, and
(c) gain on termination of lease from nil in Fiscal 2023 to ₹ 49.20 million in Fiscal 2024 due to reversal of lease
liability on account of termination of certain lease agreements in Fiscal 2024.

Expenses

Total expenses increased by 51.05% from ₹ 8,292.06 million in Fiscal 2023 to ₹ 12,524.82 million in Fiscal 2024,
primarily due to increases in purchases of traded goods, employee benefits expense, finance costs, depreciation
and amortization expense, and other expenses.

Purchases of traded goods

Purchases of traded goods increased by 34.64% from ₹ 289.49 million in Fiscal 2023 to ₹ 389.76 million in Fiscal
2024, primarily due to an increase in expenses on food and beverages from ₹ 147.99 million in Fiscal 2023 to
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₹246.47 million in Fiscal 2024. This was partially offset by a decrease in purchase of information technology and
electrical equipments from ₹ 87.42 million in Fiscal 2023 to ₹ 60.21 million in Fiscal 2024.

Employee benefits expense

Employee benefits expense increased by 46.50% from ₹ 435.29 million in Fiscal 2023 to ₹ 637.68 million in
Fiscal 2024, primarily due to an increase in salaries, wages and bonus from ₹ 374.27 million in Fiscal 2023 to
₹477.37 million in Fiscal 2024 on account of increase in the number of our employees from 498 in Fiscal 2023 to
612 in Fiscal 2024 and equity settled share based payments from ₹ 35.31 million in Fiscal 2023 to ₹ 116.89 million
in Fiscal 2024.

Finance costs

Finance costs increased by 36.17% from ₹ 1,880.08 million in Fiscal 2023 to ₹ 2,560.02 million in Fiscal 2024,
primarily due to an increase in interest expense on lease liabilities from ₹ 1,692.79 million in Fiscal 2023 to
₹2,211.95 million in Fiscal 2024; and an increase in interest expenses on borrowings from banks and financial
institutions measured at amortized cost from ₹ 39.15 million in Fiscal 2023 to ₹ 133.18 million in Fiscal 2024.
This was partially offset by a decrease in interest expense on borrowings from others from ₹ 56.02 million in
Fiscal 2023 to ₹ 25.31 million in Fiscal 2024.

Depreciation and amortization expense

Depreciation and amortization expense increased by 31.56% from ₹ 2,981.50 million in Fiscal 2023 to ₹ 3,922.43
million in Fiscal 2024, primarily due to an increase in depreciation of property, plant and equipment from ₹ 534.03
million in Fiscal 2023 to ₹ 781.75 million in Fiscal 2024 on account of an increase in property, plant and
equipment; and an increase in depreciation of right of-use-assets from ₹2,434.36 million in Fiscal 2023 to
₹3,122.94 million in Fiscal 2024.

Other expenses

Other expenses increased by 85.35% from ₹ 2,705.70 million in Fiscal 2023 to ₹ 5,014.93 million in Fiscal 2024,
primarily due to increases in (i) loss on fair valuation of financial liabilities from ₹ 1,122.49 million in Fiscal 2023
to ₹ 2,689.53 million in Fiscal 2024 on account of recording of the financial liability on fair value of CCPS in
Fiscal 2024; (ii) power and fuel from ₹ 371.22 million in Fiscal 2023 to ₹ 549.60 million in Fiscal 2024 on account
of increase in number of operational centers in Fiscal 2024; (iii) house keeping expenses from ₹ 263.45 million
in Fiscal 2023 to ₹ 401.44 million in Fiscal 2024; (iv) security expenses from ₹ 143.61 million in Fiscal 2023 to
₹ 227.95 million in Fiscal 2024 on account of increase in number of operational centers in Fiscal 2024; (v) repairs
and maintenance on buildings from ₹ 260.72 million in Fiscal 2023 to ₹ 376.76 million in Fiscal 2024; (vi)
brokerage expenses from ₹ 112.70 million in Fiscal 2023 to ₹ 172.10 million in Fiscal 2024 on account of increase
in number of clients in Fiscal 2024; and (vii) travelling and conveyance from ₹ 56.91 million in Fiscal 2023 to
₹93.98 million in Fiscal 2024.

Tax expense

Current tax was ₹ 84.20 million in Fiscal 2024 compared to nil in Fiscal 2023 due to increase in taxable profits of
our Company and deferred tax was ₹ (517.34) million Fiscal 2024 compared to ₹ (298.22) million in Fiscal 2023.
As a result, total tax expense decreased by 45.24% from ₹ (298.22) million Fiscal 2023 to ₹ (433.14) million in
Fiscal 2024.

Loss after tax

As a result of the foregoing, loss after tax was ₹ (3,415.08) million in Fiscal 2024, compared to ₹ (1,981.09)
million in Fiscal 2023.

LIQUIDITY AND CAPITAL RESOURCES

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We have historically financed the expansion of our business and operations primarily through equity issuance,
debt financing and funds generated from our operations. From time to time, we may obtain loan facilities to
finance our short-term working capital requirements.

CASH FLOWS

The following table sets forth our cash flows and cash and cash equivalents for the years indicated:

Fiscals
Particulars 2025 2024 2023
(₹ million)
Net cash generated from operating activities 6,116.48 5,421.78 3,238.89
Net cash used in investing activities (2,589.57) (1,926.90) (1,736.79)
Net cash used in financing activities (3,374.86) (3,647.84) (1,492.83)
Net increase / (decrease) in cash and cash equivalents 152.05 (152.96) 9.27
Cash and cash equivalents at the beginning of the year (325.81) (172.85) (182.12)
(Bank Overdraft) / Cash and cash equivalents at the end of the
(173.76) (325.81) (172.85)
year

Operating activities

Fiscal 2025

Net cash generated from operating activities was ₹ 6,116.48 million for Fiscal 2025. Loss before tax was
₹ (1,573.03) million, which was adjusted primarily for depreciation and amortisation expense of ₹ 4,871.39
million, interest expense on lease liabilities of ₹ 2,810.40 million, finance costs of ₹ 267.95 million, interest
expense on security deposits received of ₹ 225.16 million, income on amortisation of deferred income of ₹(232.42)
million, interest income on unwinding of fair valuation of security deposits of ₹ (119.68) million and equity settled
share based payments of ₹ 73.02 million.

Operating cash flow before working capital changes was ₹ 6,264.81 million in Fiscal 2025. Changes in working
capital for Fiscal 2025 primarily consisted of change in other financial liabilities of ₹ 665.49 million, change in
other liabilities of ₹ 412.99 million and change in trade payables of ₹ 83.96 million. This was partially offset by
change in other financial assets of ₹ (694.31) million, change in other assets of ₹ (315.18) million and change in
trade receivables of ₹ (198.50) million. Cash generated from operations was ₹ 6,250.82 million. Income taxes
refund / (paid) (net) was ₹ (134.34) million.

Fiscal 2024

Net cash generated from operating activities was ₹ 5,421.78 million for Fiscal 2024. Loss before tax was
₹ (3,848.22) million, which was adjusted primarily for depreciation and amortization expense of ₹ 3,922.43
million, interest expense on lease liabilities of ₹ 2,211.95 million, loss on fair valuation of financial liabilities of
₹ 2,689.53 million, finance costs of ₹ 182.76 million, interest expense on security deposits received of ₹ 165.31
million, income on amortisation of deferred income of ₹ (170.05) million, and equity settled share based payments
of ₹ 116.89 million.

Operating cash flow before working capital changes was ₹ 5,139.29 million in Fiscal 2024. Changes in working
capital for Fiscal 2024 primarily consisted of change in trade payables of ₹ 170.57 million, change in other
financial liabilities of ₹ 598.60 million, change in other liabilities of ₹ 284.45 million and change in provisions of
₹ 26.45 million. This was partially offset by change in trade receivables of ₹ (261.61) million, change in other
financial assets of ₹ (305.35) million and change in other assets of ₹ (434.10) million. Cash generated from
operations was ₹ 5,218.29 million. Income taxes refund / (paid) (net) was ₹ 203.49 million.

Fiscal 2023

Net cash generated from operating activities was ₹ 3,238.89 million for Fiscal 2023. Loss before tax was
₹ (2,279.31) million, which was adjusted primarily for depreciation and amortization expense of ₹ 2,981.50
million, interest expense on lease liabilities of ₹ 1,692.79 million, loss on fair valuation of financial liabilities of
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₹ 1,122.49 million, finance costs of ₹ 105.52 million, interest expense on security deposits received of ₹ 81.76
million, income on amortisation of deferred income of ₹ (87.97) million, and interest income on unwinding of fair
valuation of security deposits of ₹ (61.99) million.

Operating cash flow before working capital changes was ₹ 3,596.93 million in Fiscal 2023. Changes in working
capital for Fiscal 2023 primarily consisted of change in trade payables of ₹ 34.98 million, change in other financial
liabilities of ₹ 683.63 million, change in other liabilities of ₹ 161.20 million and change in provisions of ₹ 11.86
million. This was partially offset by change in trade receivables of ₹ (136.67) million, change in other financial
assets of ₹ (551.36) million and change in other assets of ₹ (471.98) million. Cash generated from operations was
₹ 3,328.59 million. Income taxes refund / (paid) (net) was ₹ (89.70) million.

Investing activities

Fiscal 2025

Net cash used in investing activities was ₹ (2,589.57) million in Fiscal 2025, primarily due to purchase of property,
plant and equipment, capital work-in-progress, intangible assets under development and capital advances of
₹(2,527.00) million, investment in term deposit of ₹ (35.81) million and initial direct cost on leases capitalized
under right-of-use assets of ₹ (49.09) million. This was partially offset by proceeds from sale of investments in
equity instruments of ₹ 10.37 million, interest income received of ₹ 6.45 million and proceeds from sale of
property plant and equipment of ₹ 5.51 million.

Fiscal 2024

Net cash used in investing activities was ₹ (1,926.90) million in Fiscal 2024, primarily due to purchase of property,
plant and equipment, capital work-in-progress, intangible assets under development and capital advances of
₹(1,835.44) million, initial direct cost on leases capitalized under right-of-use assets of ₹ (62.65) million, and
investment in term deposit ₹ (38.45) million. This was partially offset by proceeds from sale of property plant and
equipment of ₹ 4.63 million and interest income on fixed deposits of ₹ 5.01 million.

Fiscal 2023

Net cash used in investing activities was ₹ (1,736.79) million for Fiscal 2023, primarily due to purchase of
property, plant and equipment, capital work-in-progress, intangible assets under development and capital
advances of ₹ (1,688.80) million, initial direct cost on leases capitalized under right-of-use assets of ₹ (30.72)
million, investment in term deposit ₹ (47.08) million. This was partially offset by interest income on fixed deposits
of ₹ 0.92 million and proceeds from sale of investments in mutual funds of ₹ 28.89 million.

Financing activities

Fiscal 2025

Net cash used in financing activities was ₹ (3,374.86) million in Fiscal 2025, primarily due to payment of lease
liabilities (including interest) of ₹ (5,020.12) million, repayment of non-current borrowings of ₹ (368.36) million
and finance costs paid of ₹ (240.98) million. This was partially offset by proceeds from non-current borrowings
of ₹ 1,755.04 million.

Fiscal 2024

Net cash used in financing activities was ₹ (3,647.84) million in Fiscal 2024, primarily due to payment of lease
liabilities (including interest) of ₹ (3,819.66) million, repayment of non-current borrowings of ₹ (425.81) million
and finance costs paid of ₹ (182.76) million. This was partially offset by proceeds from non-current borrowings
of ₹ 780.39 million.

Fiscal 2023

Net cash used in financing activities was ₹ (1,492.83) million for Fiscal 2023, primarily due payment of lease
liabilities (including interest) of ₹ (3,012.36) million, repayment of non-current borrowings of ₹ (482.34) million,
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finance costs paid of ₹ (112.16) million. This was partially offset by proceeds from non-current borrowings of
₹856.04 million, proceeds from issue of preference shares of ₹ 1,009.99 million.

INDEBTEDNESS

As at March 31, 2025, our non-current borrowings were ₹ 2,224.68 million while our current borrowings were
₹1,214.90 million, respectively.

The following table sets forth certain information relating to our outstanding indebtedness as at March 31, 2025,
and our repayment obligations in the periods indicated:

As of March 31, 2025

Payment due by period
Particulars (₹ million)
Not later than 1
Total More than 1 year
year
Secured bank loans 2,040.51 - 2,040.51
Unsecured loans 184.17 - 184.17
Total Non-Current borrowings (A) 2,224.68 - 2,224.68
Current Borrowings
Current portion of bank loans 482.14 482.14 -
Vendor financing arrangement 499.56 499.56 -
Bank overdraft 233.20 233.20 -
Total Current Borrowings (B) 1,214.90 1,214.90 -
Total Borrowings (C=A+B) 3,439.58 1,214.90 2,224.68

CONTINGENT LIABILITIES AND COMMITMENTS

The table below sets forth our contingent liability and capital commitments disclosed as per Ind AS 37 as of/for
the years indicated.

As of/for As of/for As of/for

the year the year the year
ended ended ended
Particulars
March 31, March 31, March 31,
2025 2024 2023
(₹ million)
Commitments
Estimated amount of contracts remaining to be executed on property, plant
235.68 367.91 19.36
and equipment and not provided for
Contingent liabilities
Indirect tax related matter 124.92 - -

CAPITAL EXPENDITURES

The table below sets forth additions to property, plant, equipment and intangible assets for the respective years
(capital expenditure).

Fiscal 2025 Fiscal 2024 Fiscal 2023

Particulars (% of (% of (% of
(₹ in (₹ in (₹ in
total total total
million) million) million)
expenses) expenses) expenses)
Leasehold improvements 1,445.15 11.47 1,041.14 8.31 1,075.02 12.96
Plant and machinery 532.31 4.22 393.69 3.14 377.19 4.55

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 Fiscal 2025 Fiscal 2024 Fiscal 2023
Particulars (% of (% of (% of
(₹ in (₹ in (₹ in
total total total
million) million) million)
expenses) expenses) expenses)
Furnitures and fixtures 301.62 2.39 237.58 1.90 273.94 3.30
Computers 164.72 1.31 150.31 1.20 180.46 2.18
Office equipments 75.92 0.60 46.24 0.37 82.66 1.00
Vehicles - - 0.41 0.00 - -
Computer software 64.47 0.51 6.10 0.05 37.62 0.45
Trademarks and copyrights 0.19 0.00 0.02 0.00 0.21 0.00
Total* 2,584.38 20.50 1,875.49 14.97 2,027.10 24.44
*
Additions to property, plant, equipment and intangible assets for respective years.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future
effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or
capital resources that we believe are material to investors.

RELATED PARTY TRANSACTIONS

We enter into various transactions with related parties in the ordinary course of business. The table below provides
details of our related party transactions as a percentage of revenue from operations in the relevant years:

Fiscal 2025 Fiscal 2024 Fiscal 2023

Particulars
(₹ million, except percentages)
Absolute sum of all Related Party Transactions 584.76 561.43 2,100.46
Revenue from operations 10,592.86 8,305.73 5,797.38
Absolute sum of all Related Party Transactions as a Percentage of 5.52 6.76 36.23
Revenue from Operations (%)

For further information relating to our related party transactions, see “Restated Financial Information – Note 31.
Related Party Disclosures” on page 391.

CHANGES IN ACCOUNTING POLICIES

Other than as disclosed in the Restated Financial Information, there have been no changes in our accounting
policies in the last three Fiscals.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For details in relation to certain risks and risk management framework, see “Restated Financial Information –
Note 30 Financial instruments - fair values and risk management” on page 385.

UNUSUAL OR INFREQUENT EVENTS OR TRANSACTIONS

Except as described in this Red Herring Prospectus, to our knowledge, there have been no unusual or infrequent
events or transactions that have in the past or may in the future affect our business operations or future financial
performance.

SIGNIFICANT ECONOMIC CHANGES THAT MATERIALLY AFFECT OR ARE LIKELY TO

AFFECT INCOME FROM CONTINUING OPERATIONS

Our business has been subject, and we expect it to continue to be subject, to significant economic changes that
materially affect or are likely to affect income from continuing operations identified above in “– Significant
Factors Affecting our Results of Operations” and the uncertainties described in “Risk Factors” on pages 408 and
38, respectively.
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KNOWN TRENDS OR UNCERTAINTIES

Our business has been subject, and we expect it to continue to be subject, to significant economic changes arising
from the trends identified above in “– Significant Factors Affecting our Results of Operations” and the
uncertainties described in “Risk Factors” on pages 408 and 38, respectively. To our knowledge, except as
discussed in this Red Herring Prospectus, there are no known trends or uncertainties that have or had or are
expected to have a material adverse impact on revenues or income of our Company from continuing operations.

FUTURE RELATIONSHIP BETWEEN COST AND INCOME

Other than as described in “Risk Factors”, “Our Business” on pages 38 and 241, and this section respectively, to
our knowledge there are no known factors that may adversely affect our business prospects, results of operations
and financial condition.

NEW PRODUCTS OR BUSINESS SEGMENTS

Except as set out in this Red Herring Prospectus, we have not announced and do not expect to announce in the
near future any new business segments.

COMPETITIVE CONDITIONS

We operate in a competitive environment. See “Our Business”, “Industry Overview” and “Risk Factors” on pages
241, 159 and 38, respectively, for further details on competitive conditions that we face across our various business
segments.

SEASONALITY/ CYCLICALITY OF BUSINESS

Our business is not subject to seasonality or cyclicality.

SIGNIFICANT DEVELOPMENTS AFTER MARCH 31, 2025 THAT MAY AFFECT OUR FUTURE
RESULTS OF OPERATIONS

Except as disclosed below and elsewhere in this Red Herring Prospectus, to our knowledge no circumstances have
arisen since March 31, 2025, that could materially and adversely affect or are likely to affect, our operations,
trading or profitability, or the value of our assets or our ability to pay our material liabilities within the next 12
months:

1. Pursuant to a resolution of the Board dated May 16, 2025, 41,467,436 Equity Shares were allotted as a
result of conversion of 60,761,232, 0.001% Series A Compulsorily Convertible Preference shares.

2. Pursuant to a resolution of the Board dated May 16, 2025, 10,927,823 Equity Shares were allotted as a
result of conversion of 10,927,823, 0.001% Series B Compulsorily Convertible Preference shares.

431
 CAPITALISATION STATEMENT

The following table sets forth our capitalisation as at March 31, 2025 on the basis of our Restated Financial
Information, and as adjusted for the Offer. This table should be read in conjunction with “Management’s
Discussion and Analysis of Financial Condition and Results of Operations”, “Financial Statements” and “Risk
Factors” beginning on pages 407, 340, and 38, respectively.

(in ₹ million, except ratio)

Pre-Offer as at March 31, As adjusted for the
Particulars*
2025 Offer***
Borrowings**
Non-current borrowings (I) 2,224.68 [●]
Current Borrowings (II) 1,214.90 [●]
Total Borrowings (III = I + II) 3,439.58 [●]

Equity
Equity share capital (IV) 130.18 [●]
Instruments entirely equity in nature (V) 71.69
Other Equity (VI) (232.98) [●]
Total Equity (VII = IV + V + VI) (31.11) [●]

Total Capital (III + VII) 3,408.47

Non-current borrowings / total equity (VIII = I/VII)
(71.51) [●]
(times)
Total borrowings / total equity (IX = III/VII) (times) (110.56) [●]
*
All terms shall carry the meaning as per Schedule III of the Companies Act 2013.
**
Total borrowings is the sum of current borrowings and non-current borrowings.
***
The figures for the financial statement line items under the “Adjusted for the 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 and conversion of all outstanding
convertible securities by the Company after March 31, 2025.

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 FINANCIAL INDEBTEDNESS

Our Company avails loan and financing facilities in the ordinary course of our business for meeting our working
capital and business requirements. Our Board is empowered to borrow monies as may be required for the purpose
of the business of our Company, in accordance with Section 179 and Section 180 of the Companies Act and our
Articles of Association. For details of the borrowing powers of our Board, see “Our Management – Borrowing
Powers” on page 313.

We have obtained the necessary consents required under the relevant financing documentation for undertaking
activities in relation to the Offer, including effecting a change in our capital structure, change in our shareholding
pattern, change in our constitutional documents and change in our management and Board composition.

The details of the indebtedness of the Company as on May 31, 2025 is provided below:
(in ₹ millions)
Outstanding amount (as on May 31,
Category of borrowing Sanctioned amount
2025)
Secured
Term loans 4,042.36 2,760.89
Fund-based working capital facilities 700.001 298.28
Non-fund based working capital facilities 77.45
Total secured facilities (A) 4,742.36 3,136.62
Unsecured
Total unsecured facilities (B) 184.17 184.17
Total borrowings (A+B) 4,926.53 3,320.79
Notes:
1. Bank guarantee is the sublimit of cash credit limit.

Principal terms of the borrowings availed by us:

The details provided below are indicative and there may be additional terms, conditions and requirements under
the various financing documentation executed by us in relation to our indebtedness.

1. Interest: In terms of the facilities availed by us, the interest rate is typically the base rate of a specified lender
and spread per annum. The spreads are different for different facilities.

The interest rates for the term loans and working capital facilities availed by our Company typically range
from 7.10% to 15.00% or as mutually agreed.

2. Penal Interest: The terms of certain financing facilities availed by us prescribe penalties for non-compliance
of certain obligations by us. These include, inter alia, non-payment of interest or instalments, drawing over
limit, non-payment of interest or instalments to other institutions or banks, etc. Further, the default interest
payable on the facilities availed by us is typically 1% -8% per annum over and above the applicable interest
rate.

3. Pre-payment penalty: The terms of facilities availed by us typically have prepayment provisions to the tune
of 1% - 2% on the pre-paid amount in terms of the norms of such individual lenders.

4. Validity/Tenor: The tenor of the term loans availed by us range for a tenor from four to ten years and seven
months. Additionally, the working capital facilities availed by us are payable on demand.

5. Security: In terms of our term loan facilities, we are required to, inter alia:

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 (a) Create a hypothecation including exclusive charge over the entire current assets and moveable fixed
assets, as applicable;

(b) Create mortgage over immovable property; and

(c) Furnish personal guarantees from our Promoters and certain other persons.

6. Repayment: The loans (other than working capital loans) are typically repayable in structured instalments.

7. Key Covenants: Certain of our borrowing arrangements provide for covenants restricting certain corporate
actions, and we are required to take the prior approval of the relevant lender before undertaking such corporate
actions, inter alia the following:

(a) effecting changes in the ownership or control or make any material change in the management set-up;

(b) effecting material changes in the scope, nature, or activities of the business;

(c) effecting any change in our capital structure where the shareholding of the existing promoter gets diluted
below current levels;

(d) making any amendments in the Memorandum of Association or Articles of Association;

(e) undertaking or permitting any merger, demerger, amalgamation, consolidation, restructuring, or

reorganisation;

(f) declare or pay any dividend for any year except out of profits of the current year; and

(g) encumber or dispose of immovable asset, shares and securities of the Company or personal guarantors.

8. Events of default: Borrowing arrangements entered into by us, contain standard events of default, inter alia
the following:

(a) default in payment of interest or instalment amount due;

(b) any notice given or action taken in relation to actual or threatened liquidation or dissolution or bankruptcy
or insolvency;

(c) pre-payment of our outstanding loans in whole or in part;

(d) any event which may have a material adverse effect on our business;

(e) failure to comply with relevant conditions subsequent within the timelines prescribed;

(f) occurrence of any circumstances which in prejudicial to or impairs or imperils or like to prejudice, impair,
imperil the security given.

9. Consequences of events of default: In terms of our borrowing arrangements, as a consequence of events of

occurrence of events of default, our lenders may, inter alia:

(a) declare that the outstanding amount of the facility respect of facility be immediately due and payable;

(b) appoint nominee director or observer on the board of directors of the Company;

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 (c) enforce the security in case of payment default; and

(d) cancel undrawn commitment and suspend further drawings under the facility.

This is an indicative list and there may be additional terms that may amount to an event of default under the
various borrowing arrangements entered into by us. See “Risk Factors – We have incurred indebtedness and an
inability to comply with repayment and other covenants in our financing agreements could adversely affect our
business, results of operations, cash flows and financial condition” on page 50.

435
 RELATED PARTY TRANSACTIONS

For details of related party transactions as per the requirements under Ind AS 24 – Related Party Disclosures, read
with the SEBI ICDR Regulations, for the financial years ended March 31, 2025, March 31, 2024 and March 31,
2023, see “Financial Statements – Restated Financial Information – Note 31 Related Party Disclosures under Ind
AS-24” on page 391.

436
 SECTION VI: LEGAL AND OTHER INFORMATION

OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS

Except as stated below there are no outstanding (i) criminal proceedings (including matters at FIR stage where
no/some cognizance has been taken by the court or notices received for criminal proceedings) involving our
Company, Directors, or Promoters (the “Relevant Parties”); and (ii) actions taken by statutory or regulatory
authorities involving the Relevant Parties (iii) claims relating to direct and indirect taxes involving the Relevant
Parties in a consolidated manner; and (iv) other pending litigations or arbitration proceedings involving the
Relevant Parties which has been determined to be material pursuant to the Materiality Policy (as disclosed herein
below). Further, there are no disciplinary actions (including penalties) imposed by SEBI or stock exchanges
against our Promoters in the last five Fiscals immediately preceding the date of this Red Herring Prospectus,
including any outstanding action. Further, except as disclosed in this section, there are no outstanding (i) criminal
proceedings; and (ii) actions by regulatory and statutory authorities involving our Key Managerial Personnel
and members of our Senior Management.

For the purpose of (iv) above, our Board has considered and adopted the following policy on materiality for
identification of material outstanding litigation involving the Relevant Parties pursuant to Board resolution dated
December 18, 2024:

All outstanding litigation, including any litigation involving the Relevant Parties, other than criminal proceedings,
actions by regulatory authorities and statutory authorities, and tax matters (direct or indirect), will be considered
material if: (a) the monetary amount of claim, to the extent quantifiable, by or against the Relevant Parties in any
such outstanding litigation is equivalent to or in excess of five percent of the average of absolute value of profit
or loss after tax, as per the last three audited financial statements of our Company. Accordingly, all outstanding
civil proceedings where the monetary amount of claim is equivalent to or in excess of ₹113.21 million, involving
the Relevant Parties shall be considered material for the purpose of disclosure in this Red Herring Prospectus
(“Material Civil Proceedings”); or (b) all outstanding litigation, with a common cause of action and the
aggregate of each of the claim amounts involved in outstanding litigation arising out of such common cause of
action, exceed the amount as specified in (a) above; (c) any other outstanding litigation, where the monetary
impact is not quantifiable or lower than the threshold specified in (i) above, but an adverse outcome of which
would materially and adversely affect our Company’s business, prospects, operations, performance, financial
position or reputation or where a decision in one case is likely to affect the decision in similar cases even though
the monetary impact in the individual case does not exceed the threshold mentioned in point (a) above (“Other
Material Proceedings”).

Further, in the event the amount involved in any direct or indirect tax claim is equivalent to or in excess of five
percent of the average of absolute value of profit or loss after tax, as per the last three audited financial statements
of our Company, i.e., ₹113.21 million, in relation to each Relevant Party, it shall be considered as a material tax
proceeding and individual disclosures of such tax proceedings have provided in this section of the Red Herring
Prospectus.

Additionally, any pending litigation involving the group companies, as identified in accordance with provisions
of SEBI ICDR Regulations would be considered to have a ‘material impact’ on our Company, if an adverse
outcome from such pending litigation would materially and adversely affect the business, operations, performance
or financial position or reputation of our Company.

For the purposes of the above, pre-litigation notices received by the Relevant Parties from third parties (excluding
those notices issued by governmental, statutory or regulatory or taxation or judicial authorities or notices
threatening criminal action) have not and shall not be considered as litigation and accordingly not be disclosed
in this Red Herring Prospectus until such time that the Relevant Party or group companies, as applicable, are
impleaded as a defendant in litigation proceedings before any judicial or arbitral forum.

Unless stated to the contrary, the information provided below is as of the date of this Red Herring Prospectus. All
terms defined in a particular litigation disclosure below are for that particular litigation only.

437
LITIGATION INVOLVING OUR COMPANY

(a) Outstanding legal proceedings against our Company

(i) Criminal proceedings

Basis a criminal complaint filed by Navinkumar (on behalf of Zerach Solar Private Limited
(“Zerach”) an FIR dated March 25, 2025 has been lodged by the Yadgiri rural police station against
individuals named Bujjinaydu, Suresha, Vinaykumar and Pradeep (who is an employee of our
Company) (together “Accused”) alleging, inter alia, that the Accused illegally entered the land which
was in the name of Zerach and installed an entry current wire on the premises in the name of Zerach.
The matter is currently pending.

(ii) Material Civil Proceedings

As on the date of this Red Herring Prospectus there are no material civil proceedings pending against
our Company.

(iii) Other Material Proceedings

As on the date of this Red Herring Prospectus there are no other material proceedings pending against
our Company.

(b) Actions by statutory or regulatory authorities

As on the date of this Red Herring Prospectus there are no outstanding actions by statutory and regulatory
authorities against our Company.

(c) Outstanding legal proceedings by our Company

(i) Criminal proceedings

i) Our Company (“Petitioner”) entered into a sub-lease agreement dated March 18, 2019 with Antal
Infotech Private Limited. Antal Infotech Private Limited agreed to pay a monthly rent of ₹ 0.44
millions against the sub-lease of a portion of a commercial building from February 1, 2019. The
Petitioner submitted that the Vinay Murthi (in his capacity as the director of Antal Infotech Private
Limited), Antal Infotech Private Limited and others (“Respondents”) did not pay the monthly rent
and other charges as per the terms of the sub-lease deed thereby defaulting on a balance amount of ₹
1.96 million (“Balance Amount”). The Respondents at the demand of the Petitioner had issued
cheques against the Balance Amount which upon deposit by the Petitioner was returned unpaid due
to insufficient funds by the bank. Due to dishonour of cheques on the part of the Respondents, a notice
was sent by the Petitioner to the Respondents. Thereafter, the Petitioner filed a criminal complaint
under section 200 of the Code of Criminal Procedure, 1973 read with section 138 of the Negotiable
Instruments Act, 1881 before the Additional City Civil and Sessions Judge, Bengaluru. (“CMM
Bengaluru”). The matter is currently pending.

ii) Our Company (“Petitioner”) in November 2021 had appointed Akshay C.S. (“Ex-employee”) as the
assistant manager of sales. The Ex-employee introduced Ravish R.C., the proprietor of M/s. Sai
Enterprise to the Petitioner and on the basis of assurance given by Akshay, the Petitioner entered into
an understanding with M/s. Sai Enterprise and Ravish R.C. (“Respondents”) in January 2020, in
relation to the supply of electronic accessories and materials required for Respondents’ business
operations. However, upon failure of payment of ₹ 52.73 million on time on part of the Respondents,
Deepak Dadhich, our KMP, on behalf of our Company filed a complaint and an FIR was lodged by
the Marathahalli police (“Police”) against the Ex-employee, Ravish R.C. and others on July 28, 2022
438
 under sections 406, 408, 420, 468, 471, and 120(B) read with section 34 of Indian Penal Code, 1860
before the Additional Chief Judicial Magistrate, Bengaluru (“ACJM”), alleging criminal conspiracy
to defraud, against the Respondents. The complaint inter-alia includes allegations of non-payment for
goods along with conspiracy to defraud and forgery. In the present matter, the Respondent has been
granted anticipatory bail vide order dated August 17, 2022 passed by the Additional City Civil and
Sessions Judge, Bengaluru. A charge sheet has been filed by the Police and cognisance has been taken
by the ACJM. The criminal case is currently being prosecuted by the state of Karnataka and is
currently pending.

iii) Our Company filed a criminal case against the M/s. Sai Enterprise and Ravish R.C. (“Accused”)
before XIV Additional Chief Judicial Magistrate, Bengaluru (originally filed as a private complaint
under Section 138 of the Negotiable Instruments Act, 1881 by our Company) alleging that the cheques
issued by the Accused for the payment of electronic accessories and materials, in favour of our
Company were dishonoured and the Accused have fraudulently and dishonestly induced our
Company to believe that the cheques issued by the Accused will be honoured. The case is currently
pending.

iv) On March 1, 2018, Vikas Agarwal lodged an FIR on behalf of our Company at Marathahalli Police
Station under Section 420 of Indian Penal Code, 1860 against Chetan N.E. for allegedly cheating the
company of ₹49,500. However, no further action was taken by the authorities or the complainant
following the registration of the FIR, and the matter did not proceed beyond the initial filing. The
case is currently pending.

(ii) Material Civil Proceedings

As on date of this Red Herring Prospectus there are no material civil proceedings filed by our
Company.

(iii) Other Material Proceedings

As on the date of this Red Herring Prospectus there are no other material proceedings initiated by our
Company.

(d) Tax proceedings involving our Company

Except as mentioned below, there are no pending claims related to direct and indirect taxes involving our
Company as on the date of this Red Herring Prospectus:

Number of proceedings
Nature of proceeding Amount involved (in ₹ million)*
outstanding
Direct tax 3% 0.41
Indirect tax 3^ Nil
Total 6 0.41
*
To the extent quantified.
%
Out of the three direct tax cases, two direct tax cases against our Company also involves Rishi Das, Anshuman Das and Meghna
Agarwal, who are our Promoters and our Directors.
^
These are GST notices issued by the relevant authority.

LITIGATION INVOLVING OUR DIRECTORS

(a) Outstanding litigation proceedings against Directors

(i) Criminal proceedings against our Directors

439
 i) Senior labour inspector has filed a criminal case dated February 24, 2024 (this was originally filed as
a private complaint and was subsequently registered as a criminal case) against our director, Rishi
Das and our KMP, Deepak Dadhich (together “Accused”), for violation under section 22(A) of the
Minimum Wages Act, 1948, before the Metropolitan Magistrate Traffic Court -III, Bangalore (“MM
Court”). Subsequently, on June 19, 2025, the Court via its order imposed a penalty of ₹12,000 on
Accused. The penalty has been paid by the Accused and the case has been posted before the Lok
Adalath for disposal on July 12, 2025. The matter is currently pending.

ii) Senior labour inspector has filed a criminal case dated February 20, 2024 (this was originally filed as
a private complaint and was subsequently registered as a criminal case) against our director, Rishi
Das and our KMP, Deepak Dadhich (together “Accused”), for violation under section 31 of the
Karnataka Shops & Establishment Act, 1961, before the Metropolitan Magistrate Traffic Court -III,
Bangalore (“MM Court”). Subsequently, on June 19, 2025, the Court via its order imposed a penalty
of ₹5,000 on Accused. The penalty has been paid by the Accused and the case has been posted before
the Lok Adalath for disposal on July 12, 2025. The matter is currently pending.

iii) Suneel Darshan filed a criminal complaint against our director, Naveen Tewari and others under
section 34, 51, 65, 69, 120, 420 of the Indian Penal Code, 1860 (now, Bhartiya Nyaya Sanhita, 2023),
alleging cheating and dishonesty before the Metropolitan Magistrate, Andheri, Mumbai. The matter
is currently pending.

(ii) Material Civil Proceedings

As on the date of this Red Herring Prospectus there are no material civil proceedings against our Directors.

(iii) Other Material Proceedings

As on the date of this Red Herring Prospectus there are no other material proceedings against our Directors.

(b) Actions by statutory or regulatory authorities

Due to a slight delay in finalizing the consolidated financial statements of Careernet Technologies Private
Limited (“Careernet”), Careernet in its annual general meeting held on September 30, 2023 adopted only
the standalone financial statements. Subsequently another annual general meeting for adoption of both
standalone and consolidated financial statement was held on February 27, 2024 and a compounding
application in relation to violation of Section 96 of the Companies Act, 2013 for FY 2023 was filed by
Careernet, Rishi Das, Anshuman Das and Ranjana Das (“Compounding Application”). Compounding
Application is currently outstanding.

(c) Outstanding litigation proceedings by our Directors

(i) Criminal proceedings

Our Director, Sandeep Singhal filed a criminal complaint against unknown person under section 420 of the
IPC, alleging cheating and dishonestly inducing delivery of property before the Chief Metropolitan
Magistrate Court, Bangalore. The case is currently pending

(ii) Material Civil Proceedings

As on the date of this Red Herring Prospectus there are no material civil proceedings initiated by our
Directors.

(iii) Other Material Proceedings

As on the date of this Red Herring Prospectus there are no other material proceedings initiated by our
Directors.
440
(d) Tax proceedings involving our Directors:

Except as mentioned below, there are no pending claims related to direct and indirect taxes involving our
Directors as on the date of this Red Herring Prospectus:

Amount involved* (in ₹

Nature of proceeding Number of proceedings outstanding
million)
Direct tax 4% 2.45
Indirect tax Nil Nil
Total 4 2.45
*
To the extent quantified.
%
Out of the four direct tax cases, two direct tax cases are against Rishi Das, Meghna Agarwal, Anshuman Das and our Company
and has also been disclosed under direct tax cases involving our Company. The other two direct tax cases are only against Rishi Das
and out of these two direct tax cases, in one of the direct tax case, an appeal has been allowed in favour of Rishi Das, however, post
the appeal being allowed a show-cause notice pertaining to the same matter was issued by the Assessment Unit, Income Tax
Department, hence, we have included this in the above table. Rishi Das is yet to respond to the show-cause notice.

LITIGATION INVOLVING OUR PROMOTERS

(a) Outstanding litigation proceedings against our Promoters

(i) Criminal proceedings

Except for the case against our Promoter, Rishi Das, who is also our Director, as on the date of this Red
Herring Prospectus there are no outstanding criminal proceedings against our Promoters. For details in
relation to criminal proceedings against Rishi Das, please see “– Litigation involving our Directors” on
page 439.

(ii) Material Civil Proceedings

As on the date of this Red Herring Prospectus there are no material civil proceedings against our
Promoters.

(iii) Other Material Proceedings

As on the date of this Red Herring Prospectus there are no other material proceedings against our
Promoters.

(b) Actions by statutory or regulatory authorities

Due to a slight delay in finalizing the consolidated financial statements of Careernet Technologies Private
Limited (“Careernet”), Careernet in its annual general meeting held on September 30, 2023 adopted only
the standalone financial statements. Subsequently another annual general meeting for adoption of both
standalone and consolidated financial statement was held on February 27, 2024 and a compounding
application in relation to violation of Section 96 of the Companies Act, 2013 for FY 2023 was filed by
Careernet, Rishi Das, Anshuman Das and Ranjana Das (“Compounding Application”). Compounding
Application is currently outstanding.

(c) Disciplinary action including penalty imposed by SEBI or stock exchanges in the last five financial
years including outstanding action

There are no outstanding actions against our Promoters and no disciplinary action nor any penalty has been
imposed by SEBI or stock exchanges in the last five financial years.

(d) Outstanding litigation proceedings by our Promoters

441
 (i) Criminal proceedings

As on the date of this Red Herring Prospectus there are no criminal proceedings initiated by our
Promoters.

(ii) Material Civil Proceedings

As on the date of this Red Herring Prospectus there are no material civil proceedings initiated by our
Promoters.

(iii) Other Material Proceedings

As on the date of this Red Herring Prospectus there are no other material proceedings initiated by our
Promoters.

(e) Tax proceedings involving our Promoters:

Except as mentioned below, there are no pending claims related to direct and indirect taxes involving our
Promoters as on the date of this Red Herring Prospectus:

Amount involved* (in ₹

Nature of proceeding Number of proceedings outstanding
million)
Direct tax 4% 2.45
Indirect tax Nil Nil
Total 4 2.45
*
To the extent quantified.
%
Out of the four direct tax cases, two direct tax cases are against Rishi Das, Meghna Agarwal, Anshuman Das and our Company
and has also been disclosed under direct tax cases involving our Company. The other two direct tax cases are only against Rishi Das
and out of these two direct tax cases, in one of the direct tax case, an appeal has been allowed in favour of Rishi Das, however, post
the appeal being allowed a show-cause notice pertaining to the same matter was issued by the Assessment Unit, Income Tax
Department, hence, we have included this in the above table. Rishi Das is yet to respond to the show-cause notice.

LITIGATION INVOLVING OUR KMPs AND SMPs

(a) Outstanding legal proceedings against our KMPs and SMPs

(i) Criminal proceedings

i) Senior labour inspector has filed a criminal case dated February 24, 2024 (this was originally filed as
a private complaint and was subsequently registered as a criminal case) against our director, Rishi
Das and our KMP, Deepak Dadhich (together “Accused”), for violation under section 22(A) of the
Minimum Wages Act, 1948, before the Metropolitan Magistrate Traffic Court -III, Bangalore (“MM
Court”). Subsequently, on June 19, 2025, the Court via its order imposed a penalty of ₹12,000 on
Accused. The penalty has been paid by the Accused and the case has been posted before the Lok
Adalath for disposal on July 12, 2025. The matter is currently pending.

ii) Senior labour inspector has filed a criminal case dated February 20, 2024 (this was originally filed as
a private complaint and was subsequently registered as a criminal case) against our director, Rishi
Das and our KMP, Deepak Dadhich (together “Accused”), for violation under section 31 of the
Karnataka Shops & Establishment Act, 1961, before the Metropolitan Magistrate Traffic Court -III,
Bangalore (“MM Court”). Subsequently, on June 19, 2025, the Court via its order imposed a penalty
of ₹5,000 on Accused. The penalty has been paid by the Accused and the case has been posted before
the Lok Adalath for disposal on July 12, 2025. The matter is currently pending.

(b) Actions by statutory or regulatory authorities

Except for the case against our KMP, Rishi Das, who is also our Director and Promoter, as on the date
of this Red Herring Prospectus there are no outstanding actions by statutory or regulatory authorities
442
 against our KMPs and SMPs. For details in relation to actions by statutory or regulatory authorities
against Rishi Das, please see “– Litigation involving our Directors” on page 439.

(c) Outstanding legal proceedings by our KMPs and SMPs

(i) Criminal proceedings

i) Vishal Mathad lodged an FIR under Section 392 of the Indian Penal Code, 1860 for the robbery
of his mobile phone by an unknown person, which was converted into criminal case on October
3, 2019. Upon identification of the accused as Shahidulla alias Shahid, the case was closed by
the Chief Judicial Magistrate, Bengaluru City on the same. Subsequently, a fresh criminal case
was registered against Shahidulla alias Shahid under Section 392 of the Indian Penal Code, 1860
before the Chief Judicial Magistrate, Bengaluru City. Subsequently, an interim order was issued
for an arrest warrant against Shahidulla alias Shahid. The matter is currently pending.

ii) On March 1, 2018, Vikas Agarwal had lodged an FIR on behalf of our Company at Marathahalli
Police Station under Section 420 of Indian Penal Code, 1860 against Chetan N.E. for allegedly
cheating the company of ₹49,500. However, no further action was taken by the authorities or
the complainant following the registration of the FIR, and the matter did not proceed beyond the
initial filing. The case is currently pending.

iii) Deepak Dadhich on behalf of our Company had lodged an FIR against Akshay CS, Ravish RC
and others with the Marathahalli police station on July 28, 2022. For more details in relation to
the case, please see “- Outstanding legal proceedings by our Company” on page 438.

LITIGATION INVOLVING OUR GROUP COMPANIES

As on the date of this Red Herring Prospectus, there are no outstanding litigations involving our Group Companies
which has a material impact on our Company.

OUTSTANDING DUES TO CREDITORS

Further, in accordance with the Materiality Policy, our Company has considered such creditors ‘material’ if
amounts due to such creditor is equivalent to or in excess of 5% of the total trade payables of the Company as of
March 31, 2025 as reported in the Restated Financial Information, i.e. ₹27.18 million (“Material Creditors”).

The details of the total outstanding dues (trade payables) owed to micro, small and medium enterprises (as defined
under Section 2 of the Micro, Small and Medium Enterprises Development Act, 2006), Material Creditors and
other creditors as on March 31, 2025 is as set forth below:

Amount involved
Particulars Number of creditors#
(₹ in million)%
Dues to micro, small and medium enterprises* 305 150.97
Dues to Material Creditor(s)# 2 81.81
Dues to other creditors 230 176.93
Total 537 409.71
#
As certified by S K Patodia & Associates LLP pursuant their certificate dated July 17, 2025.
*
As defined under the Micro, Small and Medium Enterprises Development Act, 2006, as amended.
%
The above amounts do not include provision for interest on MSMEs and provision for estimated expenses of ₹ 36.09 million and ₹ 97.86
million respectively.

For details of outstanding over-dues to the Material Creditors as on March 31, 2025, (along with the names and
amounts involved for each such Material Creditor) see [Link]

MATERIAL DEVELOPMENTS

Except as disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations
– significant developments after March 31, 2025 that may affect our future results of operations” on page 431
443
and as otherwise disclosed this Red Herring Prospectus, no circumstances have arisen since April 1, 2025, the
date of the last Restated Financial Information disclosed in this Red Herring Prospectus, which may materially
and adversely affect, or are likely to affect our profitability, our operations, the value of our consolidated assets
or our ability to pay our material liabilities within the next 12 months.

444
 GOVERNMENT AND OTHER APPROVALS

We have set out below a list of approvals, consents, registrations, licenses and permissions which are required
from various governmental, statutory and regulatory authorities in India and which are considered necessary and
material for the purpose of undertaking our Company’s business and operations (“Material Approvals”). Our
Company maintains applicable approvals, consents, registrations, licenses and permissions in respect of only
those centers for which our Company 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. Except as disclosed below, no further Material Approvals are required for carrying on
the present business activities and operations of our Company. Unless otherwise stated, these approvals are valid
as on the date of this Red Herring Prospectus.

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 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; (b) that have expired and for which renewal applications are yet to made by
our Company; and (c) required and applied for by our Company but yet to be received; and (d) required but not
yet applied for by our Company, as applicable.

Pursuant to the change in name of our Company from Innovent Spaces Private Limited to Indiqube Spaces Private
Limited and subsequent 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 further details in connection with the regulatory and legal framework within which we operate, see the section
titled “- Key Regulations and Policies in India” on page 281. For details of risks associated with not obtaining
or delay in obtaining the requisite approvals, see “Risk Factors – We require certain licenses, permits and
approvals in the ordinary course of business, and the failure to obtain or retain them in a timely manner may
adversely affect our business, results of operations, cash flows and financial condition.” on page 57.

The objects clause of the Memorandum of Association enables our Company to undertake its present business
activities.

The approvals required to be obtained by us include the following:

APPROVALS RELATING TO THE OFFER

For details regarding the approvals and authorisations obtained by our Company in relation to the Offer, see
“Other Statutory and Regulatory Disclosures – Authority for the Offer” on page 455.

MATERIAL APPROVALS OBTAINED IN RELATION TO OUR BUSINESS

Corporate approvals

a) Certificate of incorporation dated January 14, 2015, issued by the Registrar of Companies, Uttar Pradesh at
Kanpur.

b) Certificate of registration dated March 19, 2020 issued by the Registrar of Companies, Karnataka for change
in registered office of the Company from Uttar Pradesh to Karnataka.

c) Certificate of incorporation dated November 8, 2024, issued by the Registrar of Companies, Karnataka at
Bengaluru, pursuant to change in name of the Company from ‘Innovent Spaces Private Limited’ to ‘Indiqube
Spaces Private Limited’.

445
d) Fresh Certificate of incorporation dated December 17, 2024, issued by the Registrar of Companies,
Karnataka at Bengaluru, consequent upon change of name of our Company pursuant to its conversion to a
public limited company.

e) The CIN of our Company is U45400KA2015PLC133523.

f) Registration from the National E – Governance Services Limited with entity ID number - AADCI7611M.

g) Legal entity identifier code number 3358003SOP6H82JQ2735 dated June 8, 2024, issued to our Company
by the Legal Entity Identifier India Limited, a wholly owned subsidiary of the Clearing Corporation of India,
Limited, which is valid up to June 7, 2025.

h) Udyam registration certificate with registration number UDYAM-KR-03-0000197 issued by the Ministry of
Micro, Small and Medium Enterprises.

Labour related approvals

a) Registration for employees’ insurance under the Employees’ State Insurance Act, 1948.

b) Registration for employees’ provident fund under the Employees’ Provident Fund and Miscellaneous
Provisions Act, 1952.

Tax related approvals

a) Permanent Account Number being AADCI7611M issued by the Income Tax Department, Government of
India, under the Income Tax Act, 1961.

b) Tax deduction account number being BLRI12586A issued by the Income Tax Department, Government of
India, under the Income Tax Act, 1961.

c) Identification numbers issued under the Goods and Service Tax Act, 2017 by the Government of India and
state governments for GST payments, in the states where our business operations are situated.

d) Professional tax registrations issued by the revenue departments of the relevant state governments.

e) Certificate of Importer-Exporter code granting number IEC AADC17611M, issued by the Directorate
General of Foreign Trade under the Foreign Trade (Development and Regulation) Act, 1992.

Material Approvals in relation to our Material Centers

As on March 31, 2025, we have 105 operational centers in India. We require various approvals, licenses and
registrations under several central or state-level acts, rules and regulations for carrying out our business and
operations. These approvals, licenses and registrations differ based on the locations as well as the nature of
operations carried out at such locations.

In accordance with the applicable lease agreements entered into with the landlords, our Company and the landlords
obtain and maintain Material Approvals in respect of the centers as required under the applicable laws, for carrying
out our business and operations. A list of such Material Approvals required by our Company for carrying out our
business and operations at our Material Centers is provided below:

a) No objection certificates issued by the respective fire departments of the local governments where our
Material Centers are located under the respective state legislations;

b) Occupancy certificates issued by the relevant state governments;

c) Licenses for operating lifts issued by the local governments;

446
d) No objection certificates issued by the Airports Authority of India;

e) Consent to operate and establish issued by the respective pollution control boards of the relevant states in
respect of our Material Centers, under the Air (Prevention and Control of Pollution) Act, 1981 and the Water
(Prevention and Control of Pollution) Act, 1974;

f) Registrations under the respective shops and establishments legislations of the relevant states;

g) Certificates of registration issued by the labour department of the local governments where our Material
Centers are located, under the Contract Labour (Regulation and Abolition) Act, 1970;

h) Food license issued by the Food Safety and Standards Authority of India under the Food Safety and
Standards Act, 2006; and

i) Trade licenses issued by the respective municipal authorities of areas, where these centers are located and
where local laws require such trade licenses.

MATERIAL APPROVALS PENDING IN RESPECT OF OUR COMPANY

A. Material Approvals for Material Centers that have expired and for which renewal applications are
currently pending before the relevant authorities

Except as disclosed below, as on the date of this Red Herring Prospectus, there are no Material Approvals for
Material Centers which have expired and for which renewal applications are currently pending before the relevant
authorities:

Sr. Description Date of Authority

No. application
Indiqube Lexington
1. Fire renewal clearance certificate June 14, 2025 Karnataka State Fire and
Emergency Services
2. Renewal of the license for operating lifts June 21, 2025 Electricity Inspection
Office, Karnataka
Indiqube Helios
3. Renewal of no objection certificate issued by the fire department March 10, 2025 Karnataka State Fire and
Emergency Services
Indiqube Ashford
4. Renewal of the license for operating lifts June 21, 2025 Electricity Inspection
Office, Karnataka

B. Material Approvals for Material Centers that have expired and for which renewal applications are yet to
be made

As on the date of this Red Herring Prospectus, there are no Material Approvals for Material Centers which are
necessary and have expired and for which renewal applications have not yet been applied for by our Company.

C. Material Approvals for Material Centers for which applications are currently pending before the relevant
authorities

Except as disclosed below, as on the date of this Red Herring Prospectus, there are no Material Approvals for
Material Centers which have been applied for and have not been received by our Company:

Sr. Description Date of application Authority

No.
Indiqube Orchid
1. Food license issued under the Food Safety November 20, 2024 Food and Drug Administration,
and Standards Act, 2006 Government of Maharashtra
447
 Indiqube AMR Tech Park
2. Trade license December 19, 2024 Bruhat Bengaluru Mahanagara Palike
Indiqube Orion
3. Trade license December 20, 2024 Bruhat Bengaluru Mahanagara Palike
Indiqube Ashford
4. Trade license December 20, 2024 Bruhat Bengaluru Mahanagara Palike
Indiqube Golf View and Indiqube Golf View 2
5. Trade license December 19, 2024 Bruhat Bengaluru Mahanagara Palike
Indiqube Lexington
6. Trade license December 19, 2024 Bruhat Bengaluru Mahanagara Palike
Indiqube South Summit
7. Trade license December 19, 2024 Bruhat Bengaluru Mahanagara Palike
Indiqube Emerald
8. Trade license June 22, 2025 Greater Chennai Corporation
Indiqube Ocean
9. Trade license December 23, 2024* Greater Chennai Corporation
Indiqube Alpine
10. Trade license December 23, 2024* Greater Chennai Corporation
*Please note that the actual date of application for the licenses is not available, as physical applications were submitted and the indicated
date is the date submitted by the Company as the ‘proposed date of commencement of business’, as per the physical application copy.

D. Material Approvals for Material Centers yet to be applied for

As on the date of this Red Herring Prospectus, there are no Material Approvals for Material Centers which are
necessary but have not been applied for by our Company.

E. Material Approvals for Material Centers expiring in the near future for which renewal applications are
yet to be made

Except as disclosed below, as on the date of this Red Herring Prospectus, there are no Material Approvals which
are necessary and expiring in the near future for which renewal applications are yet to be made.

Sr. No. Description Date of expiry Authority

Indiqube Alpine
1. Fire renewal clearance certificate September 17, 2025 Director, Fire and Rescue Services, Tamil Nadu
Indiqube South Summit
2. License for lift operation July 28, 2025 Electricity Inspection Office, Karnataka

INTELLECTUAL PROPERTY RIGHTS

A. Trademarks

i. Registered

As on the date of this Red Herring Prospectus, our Company has registered 36 trademarks in India, for which we
have obtained valid registration certificates under class 9, 16, 35, 36, 37, 38, 41, 42 and 43 from the Trade Marks
Registry, Government of India under the Trade Marks Act, 1999 (“Trade Marks Act”), as amended.

The following table provides the details of registered trademarks which are currently being used by our Company:

448
 Class of
trademark
Registered trademark under the Registering Authority Valid up to
Trade Marks
Act
35, 36, 37 Trade Marks Registry, Mumbai February 6, 2027

QUBSY 9, 35, 36 Trade Marks Registry, Mumbai March 22, 2028

35 Trade Marks Registry, Mumbai March 22, 2028

9, 16, 35, 36 Trade Marks Registry, Mumbai March 23, 2028

36 Trade Marks Registry, Mumbai March 23, 2028

37, 42 Trade Marks Registry, Mumbai June 23, 2028

9, 16, 35, 36, 37, Trade Marks Registry, Mumbai June 23, 2028
42

9, 16, 37 Trade Marks Registry, Mumbai June 23, 2028

QUBSY 16, 37, 42 Trade Marks Registry, Mumbai June 23, 2028
9, 16, 42 Trade Marks Registry, Mumbai June 25, 2028

42 Trade Marks Registry, Mumbai June 25, 2028

MiQube 9, 42, 43 Trade Marks Registry, Mumbai April 12, 2029

35, 38, 41 Trade Marks Registry, Mumbai October 12, 2033

ii. Applied for

In addition to the registered trademarks listed above, as on the date of this Red Herring Prospectus, our Company
has made applications for registration of 38 trademarks before the Trade Marks Registry under the Trade Marks
Act, which are pending at various stages in India.

449
The following table provides the details of the applications of such trademarks:

Class of the trademark Total number of Number of Number of Number of

under the Trade Marks trademarks in the trademarks trademarks trademarks accepted
Act, 1999 application stage* objected opposed and advertised
09 4 0 0 0
11 1 0 0 0
16 3 0 0 0
20 1 0 0 0
35 5 0 0 0
36 7 0 0 0
37 8 0 0 0
39 1 0 0 0
40 1 0 0 0
41 2 0 0 0
42 3 0 0 0
43 1 0 0 0
45 1 0 0 0
*The trademarks that have been objected to or opposed have been included in the calculation of the number of trademark applications made
by our Company.

B. Copyrights

i. Registered

As on the date of this Red Herring Prospectus, our Company has 2 registered “artistic works” in India under the
Copyright Act, 1957 (“Copyright Act”).

The following table sets forth the details of such registered copyrights which are currently being used by our
Company:

Work Title Type of Work Registering Authority Date of Registration

Device of man Artistic work Copyrights Office, New March 12, 2024
Delhi
QubeClub Artistic Work Copyrights Office, New February 7, 2025
Delhi

ii. Applied for

In addition to the registered trademark listed above, as on the date of this Red Herring Prospectus, our Company
has made applications for registration of 1 “artistic work” and 1 “computer software” under the Copyright Act
before the Copyright Office.

The following table sets forth the details of such copyrights which are currently applied by our Company:

Work Title Type of Work Registering Authority Date of Application*

Indiqube# Artistic Work Copyrights Office, Chennai April 2, 2025
MiQube^ Computer Software Copyrights Office, New June 20, 2025
Delhi
#
Please note that as on date, the status of the application is ‘objected’, as per the IP consultant certificate dated July 17, 2025. Further, the
application was made subsequent to the abandonment of a previously filed copyright application for the same artistic work.
^
Please note that as on date, the status of the application is ‘waiting’, as per the IP consultant certificate dated July 17, 2025.

iii. Abandoned

In addition to the registered trademark and trademark applications, as on the date of this Red Herring Prospectus,
our Company has one abandoned copyright application.

450
The following table sets forth the details of the copyright that was abandoned by our Company:

Work Title Type of Work Registering Authority Date of Application

Indiqube *
Artistic Work Copyrights Office, New Delhi August 8, 2019
*
The copyright application was untraceable and could not be proceeded further by the Company. Subsequently, the application was abandoned
by the Company.

For details of risk associated with intellectual property, see “Risk Factors – Any failure to protect our intellectual
property rights could adversely affect our competitive position, business, financial condition and results of
operation.” on page 62.

451
 OUR GROUP COMPANIES

In terms of the SEBI ICDR Regulations, the term “group companies”, includes (i) such companies (other than
promoters and subsidiaries) with which there were related party transactions during the period for which financial
information is disclosed, as covered under applicable accounting standards, and (ii) any other companies
considered material by the Board of our Company.

Pursuant to a resolution dated December 18, 2024, our Board formulated a policy for identification of group
companies (“Materiality Policy”) and has noted that in addition to (i) above, a company shall be considered
material and shall be disclosed as a ‘Group Company’ if (a) such company is a member of the promoter group (in
terms of Regulation 2(1)(pp) of the SEBI ICDR Regulations); and (b) the Company has entered into one or more
transactions during the most recent financial year (and any stub period, as applicable) in the restated financial
information of the Company included in the Offer Documents which individually or in the aggregate, exceed 10%
of the total revenue from operations of the Company for the most recent completed financial year as per the
Restated Financial Information of the Company.

Accordingly, in terms of the Materiality Policy, our Board has identified the following companies as group
companies of our Company (“Group Companies”).

1. Careernet Technologies Private Limited;

2. Hirepro Consulting Private Limited;
3. Hirepro Technologies Private Limited;
4. Innoprop Spaces Private Limited; and
5. Million Minds Management Services Limited.

Details of our Group Companies

The details of our Group Companies are provided below:

1. Careernet Technologies Private Limited

The registered office of Careernet Technologies Private Limited, India is situated at 200, Charan Lal Chowk
Durga Bari Road, Gorakhpur – 273 001, Uttar Pradesh, India.

2. Hirepro Consulting Private Limited

The registered office of Hirepro Consulting Private Limited is situated at CareerNet Campus, Plot No. 53,
Bellandur Post Devarabisanahalli, Outer Ring Road, Bengaluru – 560 103, Karnataka, India.

3. Hirepro Technologies Private Limited

The registered office of Hirepro Technologies Private Limited is situated at CareerNet Campus, Plot No.53,
Bellandur Post Devarabisanahalli, Outer Ring Road, Bengaluru – 560 103, Karnataka, India.

4. Innoprop Spaces Private Limited

The registered office of Innoprop Spaces Private Limited, India is situated at Plot # 53, 5th Floor
Devarabisanahalli Village Varthur Hobli, Bengaluru – 560 103, Karnataka, India.

5. Million Minds Management Services Limited

The registered office of Million Minds Management Services Limited is situated at Survey No. 53,
Devarabeesanahalli Village Varthur Hobli, Bengaluru –560 037, Karnataka, India.

452
In accordance with the SEBI ICDR Regulations, certain financial information pertaining to our top 5 Group
Companies, in respect of reserves (excluding revaluation reserves), sales, profit/(loss) after tax, net asset value,
basic and diluted earnings per share, derived from the audited financial statements of the respective Group
Companies for the latest available audited financials of three financial years, preceding the current financial year
are available at the following websites:

Sr. No. Name of the Group Company Website

1. Careernet Technologies Private Limited [Link]
2. Hirepro Consulting Private Limited [Link]
3. Hirepro Technologies Private Limited [Link]
4. Innoprop Spaces Private Limited [Link]
5. Million Minds Management Services Limited [Link]

Such financial information of the Group Companies and other information provided on their respective websites
does not constitute a part of this Red Herring Prospectus. Such information should not be considered as part of
information that any investor should consider before making any investment decision. Our Company is providing
links to such websites solely to comply with the requirements specified under the SEBI ICDR Regulations.

Nature and extent of interest of our Group Companies

(a) In the promotion of our Company

As on the date of this Red Herring Prospectus, none of our Group Companies have any interest in the
promotion of our Company.

(b) In the properties acquired by us in the preceding three years before filing this Red Herring Prospectus
or proposed to be acquired by our Company

None of our Group Companies are interested in the properties acquired by us in the three years preceding
the filing of this Red Herring Prospectus or proposed to be acquired by our Company.

(c) In transactions for acquisition of land, construction of building and supply of machinery

None of our Group Companies are interested in any transactions for the acquisition of land, construction
of building or supply of machinery.

Common Pursuits between our Group Companies and our Company

Except Innoprop Spaces Private Limited which is enabled under its memorandum of association to carry on similar
activities as those of our Company, there are no other common pursuits between our Group Companies and our
Company as on the date of this Red Herring Prospectus. Our Company and Innoprop Spaces Private Limited will
adopt the necessary procedures and practices as permitted by law to address any conflict of interest situations, as
and when they arise.

Related business transactions with the Group Companies and significance on the financial performance of
our Company

Other than the transactions disclosed in “Restated Financial Information – Note 31 – Related party disclosures”
on page 391, there are no other related business transactions with our Group Companies. Such transactions do not
have any significant effect on the financial performance of our Company.

Business interest of our Group Companies in our Company

Except as disclosed in “Restated Financial Information – Note 31 – Related party disclosures” on page 391, our
Group Companies do not have any business interest in our Company.

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Litigations involving our Group Companies

Except as disclosed in “Outstanding Litigations and Other Material Developments” on page 437, as on the date
of this Red Herring Prospectus, our Group Companies are not party to any pending litigation which will have a
material impact on our Company.

Other confirmations

The equity shares of our Group Companies are not listed on any stock exchange.] For further details, please see
“Other Regulatory and Statutory Disclosures” on page 455.

None of our Group Companies have made any public or rights issue of securities in the three years preceding the
date of this Red Herring Prospectus.

As on the date of this Red Herring Prospectus, there is no conflict of interest between the suppliers of raw materials
and –third-party service providers (crucial for operations of the Company) and our Group Companies and their
respective directors.

As on the date of this Red Herring Prospectus, there is no conflict of interest between the lessor of the immovable
properties (crucial for operations of the Company) and our Group Companies and their respective directors.

454
 OTHER REGULATORY AND STATUTORY DISCLOSURES

Authority for the Offer

The Offer has been authorised pursuant to a resolution passed by our Board on December 18, 2024 which was
superseded by another resolution of our Board dated December 18, 2024 and the Fresh Issue has been authorized
by a special resolution of our Shareholders dated December 18, 2024 which was superseded by a special resolution
in their EGM held on December 23, 2024 authorising the Fresh Issue. The revised Offer has been taken on record
through a resolution passed by our Board of Directors in their meeting held on June 24, 2025. Further, our Board
has taken on record the consent and authorisation of each of the Promoter Selling Shareholders to participate in
the Offer for Sale dated December 18, 2024 and subsequently our Board has taken on record the revised consent
and authorisation of each of the Promoter Selling Shareholders to participate in the Offer for Sale dated June 24,
2025.

The Draft Red Herring Prospectus has been approved pursuant to a resolution passed by our Board on December
23, 2024 for filing with SEBI and the Stock Exchanges. The IPO Committee has approved the Draft Red Herring
Prospectus pursuant to their resolution dated December 24, 2024.

This Red Herring Prospectus has been approved pursuant to a resolution passed by our Board on July 17, 2025
for filing with SEBI and the Stock Exchanges.

Each of the Promoter Selling Shareholders have, severally and not jointly, confirmed and authorised the transfer
of its respective portion of the Offered Shares pursuant to the Offer for Sale, as set out below:

Name of Selling Shareholder Maximum number of Offered Shares Date of consent letter

Rishi Das Up to [●] Equity Shares of face value of ₹1 each June 19, 2025 and December 18,
aggregating up to ₹250.00 million 2024
Meghna Agarwal Up to [●] Equity Shares of face value of ₹1 each June 19, 2025 and December 18,
aggregating up to ₹250.00 million 2024

In-principle listing approvals

Our Company has received in-principle approvals from BSE and NSE for the listing of the Equity Shares of face
value ₹1 each pursuant to their letters dated February 17, 2025 and February 17, 2025, respectively.

Prohibition by the SEBI, RBI or other Governmental Authorities

Our Company, each of the Promoter Selling Shareholders, our Promoters, our Directors, the members of the
Promoter Group and the persons in control of our Company have not been prohibited from accessing the capital
markets and have not been debarred from buying, selling or dealing in securities under any order or direction
passed by SEBI or any securities market regulator in any jurisdiction or any other authority/court.

Our Company, Promoter or Directors have neither been declared as Wilful Defaulters or Fraudulent Borrowers
by any bank or financial institution or consortium thereof in accordance with the guidelines on wilful defaulters
and fraudulent borrowers issued by the RBI.

Our Company or our Promoter, members of the Promoter Group or Directors are not declared as ‘Fraudulent
Borrowers’ by the lending banks or financial institution or consortium, in terms of the SEBI ICDR Regulations.

Compliance with the Companies (Significant Beneficial Ownership) Rules, 2018

Our Company, our Promoters, each of the Promoter Selling Shareholders and the members of the Promoter Group,
severally and not jointly, confirm that they are in compliance with the Companies (Significant Beneficial Owners)
Rules, 2018, in relation to the Company, to the extent in force and as applicable as on the date of this Red Herring
Prospectus

455
Directors associated with the Securities Market

Except Sandeep Singhal, none of our Directors are, in any manner, associated with the securities market and there
is no outstanding action initiated by SEBI against any of our Directors in the five years preceding the date of this
Red Herring Prospectus.

Eligibility for the Offer

Our Company does not satisfy the conditions specified in Regulation 6(1) of the SEBI ICDR Regulations, which
requires the issuer company to have (i) a net tangible assets of at least ₹30.00 million calculated on a restated
basis, in each of the preceding three full years of which more than fifty per cent are held in monetary assets;
(ii) an average profit of at least ₹150.00 million, calculated on a restated basis, during the preceding three years,
with operating profit in each of these preceding three years; (iii) net worth of at least ₹10.00 million calculated on
a restated basis for the preceding three full years; and (iv) if the issuer company has changed its name within the
last one year, at least fifty percent of the revenue, calculated on a restated and consolidated basis, for the preceding
one full year has been earned by it from the activity indicated by its new name. Our Company does not have the
net tangible assets of at least ₹30.00 million calculated on a restated basis, in each of the preceding three full years
of which more than fifty per cent are held in monetary assets. Our Company has also incurred an operating
(loss) as stated below, in the financial years ended March 31, 2025, March 31, 2024, and March 31, 2023:

Particulars Financial Years ended

March 31, 2025 March 31, 2024 March 31, 2023
Loss before tax (A) (1,573.03) (3,848.23) (2,279.31)
Other income (B) 436.45 370.87 215.37
Operating loss (A-B) (2,009.48) (4,219.10) (2,494.68)

For more details, please refer to “Other Financial Information” on page 404.

Further, our Company does not have a net worth of at least ₹10.00 million calculated on a restated basis for the
preceding three full years and has changed its name within the last one year and the revenue calculated on a
restated basis, earned by its new name does not amount to fifty percent of such revenue, therefore our Company
is required to meet the conditions detailed in Regulation 6(2) of the SEBI ICDR Regulations, as set forth below:

“An issuer not satisfying the condition stipulated in Regulation 6(1) of the SEBI ICDR Regulations shall be eligible
to make an initial public offer only if the offer is made through the book-building process and the issuer undertakes
to allot at least seventy five per cent. of the offer to qualified institutional buyers and to refund the full subscription
money if it fails to do so.”

We are therefore required to allot not less than 75% of the Offer to QIBs to meet the conditions as detailed under
Regulation 6(2) of the SEBI ICDR Regulations. Further, not more than 15% of the Offer shall be available for
allocation to Non-Institutional Investors of which one-third of the Non-Institutional Portion shall be available for
allocation to Bidders with an application size of more than ₹0.20 million and up to ₹1.00 million and two-thirds
of the Non-Institutional Portion shall be available for allocation to Bidders with an application size of more than
₹1.00 million provided that under-subscription in either of these two sub-categories of the Non-Institutional
Portion may be allocated to Bidders in the other sub-category of Non-Institutional Portion in accordance with the
SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price. Further, not more than
10% of the Offer shall be available for allocation to RIIs in accordance with the SEBI ICDR Regulations, subject
to valid Bids being received at or above the Offer Price. In the event we fail to do so, the full application monies
shall be refunded to the Bidders, in accordance with the SEBI ICDR Regulations and other applicable laws. Please
see “Offer Structure” on page 479.

Our Company confirms that it is in compliance with the conditions specified in Regulation 7(1) of the SEBI ICDR
Regulations, to the extent applicable, and will ensure compliance with the conditions specified in Regulation 7(2)
of the SEBI ICDR Regulations, to the extent applicable.

456
Further, our Company confirms that it is not ineligible to make the Offer in terms of Regulation 5 of the SEBI
ICDR Regulations, to the extent applicable. The details of compliance with Regulation 5 and 7(1) of the SEBI
ICDR Regulations are as follows:

a. Neither our Company nor the Promoters, members of the Promoter Group, or the Directors or any of the
Promoter Selling Shareholders are debarred from accessing the capital markets by SEBI.

b. None of the Promoters or the Directors are promoters or directors of companies which are debarred from
accessing the capital markets by the SEBI.

c. None of the Promoters or the Directors has been declared a Fugitive Economic Offender.

d. Except for the employee stock options granted pursuant to the ESOP 2022, for more details, please refer
to section “Capital Structure – Employee Stock Option” on page 119, there are no outstanding warrants,
options or rights to convert debentures, loans or other instruments convertible into, or which would entitle
any person any option to receive Equity Shares, as on the date of this Red Herring Prospectus

e. None of our Company, our Promoters or Directors is a Wilful Defaulter or Fraudulent Borrower.

f. The Equity Shares of our Company held by our Promoters are in dematerialised form.

g. Our Company has entered into tripartite agreements with NSDL and CDSL, respectively, for
dematerialisation of the Equity Shares.

h. The Equity Shares are fully paid-up and there are no partly paid-up Equity Shares as on the date of filing
of this Red Herring Prospectus.

i. There is no requirement for us to make firm arrangements of finance under Regulation 7(1)(e) of the SEBI
ICDR Regulations through verifiable means towards at least 75% of the stated means of finance, excluding
the amount to be raised from the Fresh Issue and existing identifiable accruals.

Each of the Selling Shareholders confirm that the Equity Shares offered by each Promoter Selling Shareholder as
part of the Offer for Sale have been held in compliance with Regulations 8 and 8A of the SEBI ICDR Regulations
and that they are the legal and beneficial owners of the Offered Shares.

In accordance with Regulation 8A of the SEBI ICDR Regulations; (i) the number of Equity Shares offered for
sale by each of the Promoter Selling Shareholders holding, individually or with persons acting in concert, more
than 20% of pre-Offer shareholding of our Company (on a fully- diluted basis), does not exceed more than 50%
of their respective pre-Offer shareholding (on a fully- diluted basis) and (ii) the number of Equity Shares offered
for sale by each of the Promoter Selling Shareholders holding, individually or with persons acting in concert, less
than 20% of pre-Offer shareholding of our Company (on a fully- diluted basis), does not exceed more than 10%
of the pre-Offer shareholding of our Company (on a fully- diluted basis. Further, the limits set out in (i) and (ii)
above shall be calculated with reference to the shareholding as on the date of filing of this RHP and shall apply
cumulatively to the total number of shares offered for sale to the public and any secondary sale transactions prior
to the Offer.

For details on the authorisations of each of the Promoter Selling Shareholders in relation to the Offer, see “The
Offer” on page 78.

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 will
be refunded forthwith in accordance with the SEBI ICDR Regulations and applicable law.

DISCLAIMER CLAUSE OF THE SEBI

IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THE DRAFT RED HERRING

PROSPECTUS TO SEBI SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED THAT THE
SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY
457
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, BEING ICICI SECURITIES LIMITED, AND JM FINANCIAL 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 PROMOTER
SELLING SHAREHOLDERS DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS
BEHALF AND TOWARDS THIS PURPOSE, THE BRLMs HAVE FURNISHED TO SEBI, A DUE
DILIGENCE CERTIFICATE DATED DECEMBER 24, 2024 IN THE FORMAT PRESCRIBED UNDER
SCHEDULE V(A) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL
AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED.

THE FILING OF THE DRAFT RED HERRING PROSPECTUS AND THIS RED HERRING
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 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 AND THIS RED HERRING PROSPECTUS.

The filing of the Draft Red Herring Prospectus and this Red Herring Prospectus also does not absolve the Promoter
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 applicable legal requirements pertaining to the Offer have been complied with at the time of filing this Red
Herring Prospectus with the RoC in terms of Section 32 of the Companies Act, 2013. All applicable legal
requirements pertaining to the Offer will be complied with at the time of filing of the Prospectus with the RoC in
terms of Sections 26, 30, 32, 33(1) and 33(2) of the Companies Act, 2013.

Disclaimer from our Company, the Directors, the Promoter Selling Shareholders and the BRLMs

Our Company, the Directors, the Promoter Selling Shareholders and the BRLMs accept no responsibility for
statements made otherwise than in this Red Herring Prospectus or in the advertisements or any other material
issued by or at our Company’s instance and anyone placing reliance on any other source of information, including
our Company’s website [Link], would be doing so at his or her own risk. Each of the Promoter
Selling Shareholders, as applicable, accept no responsibility for any statements made in this Red Herring
Prospectus, other than those specifically made or confirmed by such Promoter Selling Shareholder in this Red
Herring Prospectus in relation to itself as a Promoter Selling Shareholder and its respective portion of the Offered
Shares.

The BRLMs accept no responsibility, save to the limited extent as provided in the Offer Agreement and as will
be provided for in the Underwriting Agreement to be entered into between the Underwriters, the Promoter Selling
Shareholders and our Company.

All information shall be made available by our Company, each of the Promoter Selling Shareholders and the
BRLMs to the public and investors at large and no selective or additional information would be available for a

458
section of the investors in any manner whatsoever, including at road show presentations, in research or sales
reports, at Bidding Centers or elsewhere.

Bidders who Bid in the Offer will be required to confirm and will be deemed to have represented to our Company,
each of the Promoter Selling Shareholders, Underwriters and their respective directors, officers, agents, affiliates,
and representatives that they are eligible under all applicable laws, rules, regulations, guidelines and approvals to
acquire the Equity Shares and will not issue, sell, pledge, or transfer the Equity Shares to any person who is not
eligible under any applicable laws, rules, regulations, guidelines and approvals to acquire the Equity Shares. Our
Company, each of the Promoter Selling Shareholders, Underwriters and their respective directors, officers, agents,
affiliates, and representatives, as applicable, 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 Promoter 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
Promoter 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 Bengaluru,
Karnataka only.

The Offer is being made in India to persons resident in India (including Indian nationals resident in India who are
competent to contract under the Indian Contract Act, 1872, HUFs, companies, other corporate bodies and societies
registered under the applicable laws in India and authorised to invest in shares, Mutual Funds registered with the
SEBI, VCFs, FVCIs, AIFs, public financial institutions as specified under Section 2(72) of the Companies Act,
scheduled commercial banks, state industrial development corporation, permitted national investment funds,
NBFC-SIs, Indian financial institutions, commercial banks, regional rural banks, co-operative banks (subject to
permission from the RBI), or trusts under applicable trust law and who are authorised under their constitution to
hold and invest in equity shares, multilateral and bilateral development financial institutions, state industrial
development corporations, insurance companies registered with IRDAI, provident funds (subject to applicable
law) and pension funds, National Investment Fund, permitted insurance companies and pension funds, insurance
funds set up and managed by the army, navy or air force and insurance funds set up and managed by the
Department of Posts, Government of India) and permitted Non-Residents including Eligible FPIs registered with
SEBI 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.

The Red Herring Prospectus does not constitute an invitation to subscribe to, offer to sell or purchase the Equity
Shares in the Offer in any jurisdiction, including India. Invitations to any person to whom it is unlawful to make
an offer or invitation in such jurisdiction. Any person into whose possession the Red Herring Prospectus comes
is required to inform himself or herself about, and to observe, any such restrictions. Invitations to subscribe to or
purchase the Equity Shares in the Offer will be made only pursuant to the Red Herring Prospectus for the Offer if
the recipient is in India or the preliminary offering memorandum for the Offer, which comprises the Red Herring
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 this Red Herring Prospectus was filed with SEBI for its observations. Accordingly,
the Equity Shares represented hereby may not be offered or sold, directly or indirectly, and the Red Herring
Prospectus may not be distributed, in any jurisdiction, except in accordance with the legal requirements applicable
in such jurisdiction. Neither the delivery of the Red Herring Prospectus, nor any offer or sale hereunder, shall,
under any circumstances, create any implication that there has been no change in our affairs or in the affairs of

459
any of the Promoter 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 offered in the Offer have not been and will not be registered under the U.S. Securities
Act or any state securities laws in the United States, and unless so registered, may not be offered or sold
within the United States, except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, the
Equity Shares are being offered and sold outside the United States in ‘offshore transactions’ in reliance on
Regulation S under the U.S. Securities Act and the applicable laws of the jurisdictions where such offers
and sales are made.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other
jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any such
jurisdiction, except in compliance with the applicable laws of such jurisdiction.

Disclaimer Clause of BSE

As required, a copy of the Red Herring Prospectus was submitted to BSE. The disclaimer clause as intimated by
BSE to our Company, post scrutiny of the Draft Red Herring Prospectus, has been included in this Red Herring
Prospectus and will be included in the Prospectus prior to the RoC filing:

“BSE Limited (“the Exchange”) has given vide its letter dated February 17, 2025, permission to this Company
to use the Exchange’s name in this offer document as one of the stock exchanges on which this company’s
securities are proposed to be listed. The Exchange has scrutinized this offer document for its limited internal
purpose of deciding on the matter of granting the aforesaid permission to this Company. The Exchange does not
in any manner:

a. warrant, certify or endorse the correctness or completeness of any of the contents of this offer document;
or
b. warrant that this Company’s securities will be listed or will continue to be listed on the Exchange; or
c. take any responsibility for the financial or other soundness of this Company, its promoters, its
management or any scheme or project of this Company.

and it should not for any reason be deemed or construed that this offer document has been cleared or approved
by the Exchange. Every person who desires to apply for or otherwise acquires any securities of this Company
may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the
Exchange whatsoever by reason of any loss which may be suffered by such person consequent to or in connection
with such subscription/acquisition whether by reason of anything stated or omitted to be stated herein or for any
other reason whatsoever.”

Disclaimer Clause of the NSE

As required, a copy of this Red Herring Prospectus has been submitted to NSE. The disclaimer clause as intimated
by NSE to our Company, post scrutiny of this Red Herring Prospectus, has been included in this Red Herring
Prospectus and will be included in the Prospectus prior to the RoC filing:

“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/5035 dated February 17, 2025,
permission to the Issuer to use the Exchange’s name in this Offer Document as one of the Stock Exchanges on
which this Issuer’s securities are proposed to be listed. The Exchange has scrutinized this draft offer document
for its limited internal purpose of deciding on the matter of granting the aforesaid permission to this Issuer. It is
to be distinctly understood that the aforesaid permission given by NSE should not in any way be deemed or
construed that the offer document has been cleared or approved by NSE; nor does it in any manner warrant,
certify or endorse the correctness or completeness of any of the contents of this offer document; nor does it warrant
460
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 offered through this Red Herring Prospectus and the Prospectus are proposed to be listed on
BSE and NSE. Applications will be made to the Stock Exchanges for obtaining permission for listing and trading
of the Equity Shares. NSE will be the Designated Stock Exchange with which the Basis of Allotment will be
finalised.

If the permission to deal in and for an official quotation of the Equity Shares is not granted by the Stock Exchanges,
our Company shall forthwith repay, without interest, all monies received from the applicants in pursuance of the
Red Herring Prospectus in accordance with applicable law. Our Company shall ensure that all steps for the
completion of the necessary formalities for listing and commencement of trading of Equity Shares at the Stock
Exchanges are taken within three Working Days from the Bid/Offer Closing Date or such period as may be
prescribed by SEBI.

If our Company does not Allot Equity Shares pursuant to the Offer within two Working Days from the Bid / Offer
Closing Date or within such timeline as prescribed by the SEBI, the Company and the Promoter 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 of the Promoter Selling Shareholders shall be, severally and not jointly, liable to refund money
raised in the Offer, only to the extent of their respective portion of the Offered Shares, together with any interest
on such amount as per applicable laws. Provided that the Promoter 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
Promoter Selling Shareholder.

Each of the Promoter Selling Shareholders undertake to provide such reasonable assistance as may be requested
by our Company, to the extent such assistance is required from such Promoter 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 (a) each of the Promoter Selling Shareholders, our Directors, our Company Secretary, and
Compliance Officer, Promoters, Predecessor Auditor, the Statutory Auditors, the legal counsels appointed as to
Indian law, independent architect, independent chartered accountant, intellectual property consultant, CBRE,
Monitoring Agency, the bankers to our Company, the BRLMs and Registrar to the Offer, to act in their respective
capacities, have been obtained; and (b) the Syndicate Member(s), Escrow Bank, Public Offer Bank, Sponsor
Bank(s) and Refund Bank to act in their respective capacities, have been obtained and filed along with a copy of
this Red Herring Prospectus with the RoC, as required under Sections 26 and 32 of the Companies Act, 2013.
Further, consents obtained under (a) and (b) above have not been withdrawn as on the date of this Red Herring
Prospectus.

Experts

Except as stated below, our Company has not obtained any expert opinions:

461
Our Company has received the written consent dated July 17, 2025 from Walker Chandiok & Co LLP, Chartered
Accountants holding a valid peer review certificate from ICAI, to include their name as required under section
26(1) of the Companies Act, 2013 read with SEBI ICDR Regulations, in this Red Herring Prospectus and as an
“Expert” as defined under section 2(38) of the Companies Act, 2013 to the extent and in their capacity as our
Statutory Auditor, and in respect of their (i) examination report dated June 24, 2025 on our Restated Financial
Information; and (ii) their report dated June 24, 2025 on the statement of possible special tax benefits available to
the Company and its Shareholders, in this Red Herring Prospectus and such consent has not been withdrawn as
on the date of this Red Herring Prospectus.

Our Company has received the written consent dated July 17, 2025 from B S R & Co. LLP, Chartered
Accountants, holding a valid peer review certificate from ICAI, to include their name as required under section
26(1) of the Companies Act, 2013 read with SEBI ICDR Regulations, in this Red Herring Prospectus and as an
“Expert” as defined under section 2(38) of the Companies Act, 2013 to the extent and in their capacity as our
Predecessor Auditor, and in respect of their examination report dated June 24, 2025on our Restated Financial
Information for the year ended March 31, 2023 and such consent has not been withdrawn as on the date of this
Red Herring Prospectus.

Our Company has received a written consent dated July 17, 2025 from S K Patodia & Associates LLP, holding a
valid peer review certificate from ICAI, to include their name as required under Section 26(5) of the Companies
Act 2013 read with SEBI ICDR Regulations in this Red Herring Prospectus and as an “Expert” as defined under
Section 2(38) of Companies Act 2013 in respect of the certificates issued by them in their capacity as an
independent chartered accountant to our Company and such consent has not been withdrawn as on the date of this
Red Herring Prospectus.

Our Company has received a written consent dated December 19, 2024 from Raseek Ashok Bhagat of Raseek
Bhagat and Associates, as chartered architect to include their name as required under Section 26(5) of the
Companies Act, 2013, read with SEBI ICDR Regulations, in this Red Herring Prospectus and as an “Expert” as
defined under Section 2(38) of the Companies Act, 2013, to the extent and in their capacity as independent
chartered architect, in respect of their certificate dated July 17, 2025 and such consent has not been withdrawn as
on the date of this Red Herring Prospectus.

Our Company has received a written consent dated July 17, 2025 from Pradeesh P L (TRUMARX), as intellectual
property consultant to include their name as required under Section 26(5) of the Companies Act, 2013, read with
SEBI ICDR Regulations, in this Red Herring Prospectus and as an “Expert” as defined under Section 2(38) of the
Companies Act, 2013, to the extent and in their capacity as independent intellectual property consultant, in respect
of their certificate dated July 17, 2025 on our intellectual property and such consent has not been withdrawn as
on the date of this Red Herring Prospectus.

Particulars regarding public or rights issues by our Company during the last five years

Except as disclosed in “Capital Structure – Notes to the Capital Structure” on page 99, our Company has not
made any public issue or rights issue during the five years immediately preceding the date of this Red Herring
Prospectus.

Underwriting commission, brokerage and selling commission paid on previous issues of the Equity Shares
in the last five years

Since this is the initial public issue of Equity Shares, no sum has been paid or is payable as commission or
brokerage for subscribing to or procuring or agreeing to procure subscription for any of the Equity Shares in the
last five years preceding the date of this Red Herring Prospectus.

Capital issue in the preceding three years

Except as disclosed in “Capital Structure – Notes to the Capital Structure” on page 99, our Company has not
made any capital issues during the three years preceding the date of this Red Herring Prospectus. Our Company
does not have any subsidiary, listed group company or associate.

462
Performance vis-à-vis objects – public/ rights issue of our Company

Except as disclosed in “Capital Structure – Notes to Capital Structure” on page 99, our Company has not
undertaken any public issue or rights issue in the five years preceding the date of this Red Herring Prospectus.

Performance vis-à-vis objects – public/ rights issue of the listed subsidiary/Promoters of our Company

As on the date of this Red Herring Prospectus, we do not have a corporate promoter and our Company does not
have any subsidiary.

Exemption from complying with any provisions of securities laws, if any, granted by Securities Exchange
Board of India

Our Company has not applied for or received any exemption from the SEBI from complying with any provisions
of securities laws, as on the date of this Red Herring Prospectus.

Observations by regulatory authorities

There are no findings or observations pursuant to any inspections by SEBI or any other regulatory authority in
India which are material and are required to be disclosed, or the non-disclosure of which may have a bearing on
the investment decision of prospective investors in the Offer.

463
Past price Information of past issues handled by the BRLMs

A. ICICI Securities Limited

1. Price information of past issues handled by ICICI Securities Limited:

+/- % change in +/- % change in
+/- % change in closing
closing price, [+/- % closing price, [+/- %
price, [+/- % change in
Sr. Issue Size Issue Price Opening Price change in closing change in closing
Issue Name Listing Date closing benchmark]- 30th
No. (Rs. Mn.) (Rs.) on Listing Date benchmark]- 90th benchmark]- 180th
calendar days from
calendar days from calendar days from
listing
listing listing
1 Suraksha Diagnostic Limited^ 8,462.49 441.00 December 06, 2024 438.00 -14.32% [-3.04%] -37.11% [-9.76%] -23.90% [-1.19%]
2 Vishal Mega Mart Limited ^^ 80,000.00 78.00 December 18, 2024 104.00 +39.96% [-3.67%] +29.95% [-6.98%] + 58.58% [+2.15%]
Inventurus Knowledge Solutions 24,979.23 1,329.00 1,900.00 +40.85% [-3.13%] +13.77% [-4.67%] +30.17% [+4.15%]
3
Limited^^ December 19, 2024
4 Sanathan Textiles Limited^^ 5,500.00 321.00 December 27, 2024 422.30 +6.32% [-3.03%] +13.86% [-1.37%] +39.53% [+5.17%]
5 Ventive Hospitality Limited^^ 16,000.00 643.00(1) December 30, 2024 716.00 + 5.51% [-2.91%] + 10.80% [-0.53%] +7.10% [8.43%]
6 Ajax Engineering Limited^^ 12,688.84 629.00(2) February 17, 2025 576.00 -2.86% [-0.55%] + 6.78% [+8.97%] NA*
7 Aegis Vopak Terminals Limited^ 28,000.00 235.00 June 02, 2025 220.00 +3.74% [+2.86%] NA* NA*
8 Schloss Bangalore Limited^^ 35,000.00 435.00 June 02, 2025 406.00 -6.86% [+3.34%] NA* NA*
9 Kalpataru Limited^^ 15,900.00 414.00(3) July 01, 2025 414.00 NA* NA* NA*
1 Travel Food Services Limited^^ 20,000.00 1,100.00(4) 1,125 NA* NA* NA*
0 July 14, 2025

*Data not available

^BSE as designated stock exchange
^^NSE as designated stock exchange

1. Discount of Rs. 30 per equity share offered to eligible employees. All calculations are based on Issue Price of Rs. 643.00 per equity share
2. Discount of Rs. 59 per equity share offered to eligible employees. All calculations are based on Issue Price of Rs. 629.00 per equity share
3. Discount of Rs. 38 per equity share offered to eligible employees. All calculations are based on Issue Price of Rs. 414.00 per equity share
4. Discount of Rs. 104 per equity share offered to eligible employees. All calculations are based on Issue price 1,100.00 per equity share

2. Summary statement of price information of past issues (during current financial year and two financial years preceding the current financial year) handled by ICICI Securities Limited:

No. of IPOs trading at premium

No. of IPOs trading at discount - 30th No. of IPOs trading at premium - 30th No. of IPOs trading at discount - 180th
Total Total amount of - 180th calendar days from
Financial calendar days from listing calendar days from listing calendar days from listing
no. of funds raised listing
Year
IPOs (Rs. Mn.) Between 25- Less than Over Between 25- Less than Over Between 25- Less than Over Between 25- Les
Over 50%
50% 25% 50% 50% 25% 50% 50% 25% 50% 50% s

464
 tha
n
25
%
2025-26* 4 98,900.00 - - 1 - - 1 - - - - - -
2024-25 23 6,47,643.15 - - 5 4 8 6 - 3 5 6 4 4
2023-24 28 2,70,174.98 - - 8 5 8 7 - 1 4 10 5 8

* This data covers issues up to YTD

Notes:
1. Data is sourced either from [Link] or [Link], as per the designated stock exchange disclosed by the respective Issuer Company.
2. Similarly, 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 Issuer Company
3. 30th, 90th, 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 is a holiday, in which case we have considered the closing data of
the previous trading day

B. JM Financial Limited

1. Price information of past issues (during the 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 price +/- % change in closing +/- % change in closing +/- % change in closing
No. (₹ million) (₹ ) Date on Listing Date price, [+/- % change in price, [+/- % change in price, [+/- % change in
(in ₹) closing benchmark] - 30th closing benchmark] - 90th closing benchmark] - 180th
calendar days from listing calendar days from listing calendar days 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 Limited* 8,525.25 400.00 July 1, 2025 486.00 Not Applicable Not Applicable Not Applicable
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 Limited* 24,979.23 1,329.00 December 19, 2024 1,900.00 40.85% [-3.13%] 13.77% [-4.67%] 30.17% [4.15%]

Source: [Link] and [Link]

#
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.

465
 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.
2. Summary statement of price information of past issues handled by JM Financial Limited:
Financial Total Total funds Nos. of IPOs trading at discount on Nos. of IPOs trading at premium on Nos. of IPOs trading at discount as Nos. of IPOs trading at premium as
Year no. of raised as on 30th calendar days from listing as on 30th calendar days from listing on 180th calendar days from listing on 180th calendar days from listing
IPOs (` Millions) date date date date
Over Between Less than Over 50% Between Less than Over 50% Between Less than Over 50% Between Less than
50% 25% - 50% 25% 25%-50% 25% 25%-50% 25% 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

466
Track record of past issues handled by the BRLMs

For details regarding the track record of the BRLMs, as specified under Circular reference CIR/MIRSD/1/2012 dated
January 10, 2012 issued by the SEBI, please see the websites of the BRLMs mentioned below.

BRLMs Website
ICICI Securities Limited [Link]
JM Financial Limited [Link]

For further details in relation to the BRLMs, see “General Information – Book Running Lead Managers” on page 87.

Stock Market Data of Equity Shares

This being an initial public offer of the Equity Shares of our Company, the Equity Shares are not listed on any stock
exchange as on the date of this Red Herring Prospectus, and accordingly, no stock market data is available for the
Equity Shares.

Mechanism for redressal of investor grievances

SEBI, by way of its master circular bearing number SEBI/HO/CFD/PoD-1/P/CIR/2024/0154 dated November 11, 2024
(“SEBI ICDR Master Circular”) read with circular bearing number SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M
dated March 16, 2021 (“March 2021 Circular”) amended by the SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, and SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 (“June 2021 Circular”), each to the extent not rescinded
by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations, 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 for cancelled / withdrawn / deleted cases in the stock exchange
platforms, failure to unblock funds in cases of partial allotment by the next working day from the finalisation of basis
of allotment, failure to unblock the funds in cases of non-allotment by the Issue Closing Date, SCSBs blocking
multiple amounts for the same UPI mechanism, and SCSBs blocking more amount in the investors’ accounts than
the application amount.

As per the SEBI ICDR Master Circular read with the March 2021 Circular, and the June 2021 Circular, as amended
by the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, each to the extent applicable and
not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations, 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 March, 2021
Circular, as amended by the June 2021 Circular and SEBI ICDR Master Circular, the Bidder shall be compensated at
a uniform rate of ₹100 per day or 15% per annum of the application amount, whichever is higher 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.

467
In terms of 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 or such other rate of interest as may be prescribed under applicable law for any delay beyond this period of
15 days.

The following compensation mechanism shall be applicable for investor grievances in relation to Bids made through
the UPI Mechanism for public issues, for which the relevant SCSBs shall be liable to compensate the investor:

Scenario Compensation amount Compensation period

Delayed unblock for cancelled / ₹100 per day or 15% per annum of the Bid From the date on which the request for
withdrawn / deleted applications Amount, whichever is higher cancellation / withdrawal / deletion is
placed on the bidding platform of the
Stock Exchanges till the date of actual
unblock
Blocking of multiple amounts for 1. Instantly revoke the blocked funds other From the date on which multiple
the same Bid made through the UPI than the original application amount; and amounts were blocked till the date of
Mechanism actual unblock
2. ₹100 per day or 15% per annum of the
total cumulative blocked amount except the
original Bid Amount, whichever is higher
Blocking more amount than the Bid 1. Instantly revoke the difference amount, From the date on which the funds to the
Amount i.e., the blocked amount less the Bid excess of the Bid Amount were blocked
Amount; and till the date of actual unblock

2. ₹100 per day or 15% per annum of the

difference amount, whichever is higher
Delayed unblock for non – ₹100 per day or 15% per annum of the Bid From three Working Days from the
Allotted/ partially Allotted Amount, whichever is higher Bid/Offer Closing Date till the date of
applications actual unblock

Further, in the event there are any delays in resolving the investor grievance beyond the date of receipt of the
complaint from the investor, for each day delayed, the post-Offer BRLM shall be liable to compensate the investor
₹100 per day or 15% per annum of the Bid Amount, whichever is higher. The compensation shall be payable for the
period ranging from the day on which the investor grievance is received till the date of actual unblock.

The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the remitter
banks (SCSBs) only after such banks provide a written confirmation on compliance with SEBI RTA Master Circular.

Further, in terms of SEBI ICDR Master Circular, read with SEBI RTA 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 Promoter Selling Shareholders provides for
retention of records with the Registrar to the Offer for a minimum period of eight years from the last date of listing
and commencement of trading of the Equity Shares on the Stock Exchanges, in order to enable the investors to
approach the Registrar to the Offer for redressal of their grievances.

Bidders can contact the Company Secretary and Compliance Officer of our Company, the BRLMs 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 or the Registrar to the Offer, in the manner provided below.

468
All grievances in relation to the Bidding process, other than those of the Anchor Investors may be 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, may be 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 may be 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.

The Registrar to the Offer shall obtain the required information from the SCSBs for addressing any clarifications or
grievances of ASBA Bidders. Our Company, the BRLMs and the Registrar to the Offer accept no responsibility for
errors, omissions, commission of any acts of Designated Intermediaries including any defaults in complying with its
obligations under applicable SEBI ICDR Regulations. Investors can contact the Company Secretary and Compliance
Officer, the 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. SCSBs are required to resolve these complaints
within 15 days, failing which the concerned SCSB would have to pay interest at the rate of 15% per annum for any
delay beyond this period of 15 days.

Our Company has obtained SCORES authentication in compliance with the SEBI circular (CIR/OIAE/1/2013) dated
April 17, 2013 and the SEBI circular (CIR/OIAE/1/2014) dated December 18, 2014 read with the SEBI circular
SEBI/HO/OIAE/IGRD/CIR/P/2021/642 dated October 14, 2021 and SEBI circular
SEBI/HO/OIAE/IGRD/P/CIR/2022/0150 dated November 7, 2022 in relation to redressal of investor grievances
through SCORES. As per SEBI circular SEBI/HO/OIAE/IGRD/CIR/P/2023/156 dated September 20, 2023, filing a
DRHP is pre-requisite for obtaining SCORES authentication.

Our Company, the Promoter Selling Shareholders, the BRLMs, and the Registrar to the Offer accept no responsibility
for errors, omissions, commission of any acts of the Designated Intermediaries, including any defaults in complying
with its obligations under the SEBI ICDR Regulations.

Disposal of investor grievances by our Company

Our Company has also constituted a Stakeholders’ Relationship Committee to review and redress the shareholders
and investor grievances such as transfer of Equity Shares, non-recovery of balance payments, declared dividends,
approve subdivision, consolidation, transfer, and issue of duplicate shares. Each of the Promoter Selling Shareholders
have, severally and not jointly, authorised the Company Secretary and Compliance Officer of the Company, and the
Registrar to the Offer to redress any complaints received from Bidders in respect of their respective portion of the
Offered Shares in the Offer for Sale.

Our Company has also appointed Pranav AK, Company Secretary and Compliance Officer of our Company, as the
compliance officer for the Offer. For details, “General Information- Company Secretary and Compliance Officer” on
page 87.

Our Company has not received any investor complaint during the three years preceding the date of this Red Herring
Prospectus. Further, no investor complaint in relation to our Company is pending as on the date of this Red Herring
Prospectus.
469
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.

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 a Bid in the Offer, except for fees or commission
for services rendered in relation to the Offer.

As on the date of this Red Herring Prospectus there are no conflicts of interest between the suppliers of raw materials,
third party service providers or lessors of immovable properties (crucial for operations of our Company) and our
Company.

470
 SECTION VII: OFFER RELATED INFORMATION

TERMS OF THE OFFER

The Equity Shares being issued, offered and Allotted pursuant to this Offer shall be subject to the provisions of the
Companies Act, the SCRA, SCRR, SEBI ICDR Regulations, the SEBI Listing Regulations, our Memorandum of
Association and Articles of Association, the terms of this Red Herring Prospectus, the Prospectus, the Abridged
Prospectus, the Bid cum Application Form, the Revision Form, CAN, the Allotment Advice and other terms and
conditions as may be incorporated in the Allotment Advice and other documents or certificates that may be executed
in respect of this Offer. The Equity Shares shall also be subject to all applicable laws, guidelines, rules, notifications
and regulations relating to the issue of capital and listing and trading of securities offered from time to time by SEBI,
the GoI, the Stock Exchanges, the RoC, the RBI, and/or other authorities, as in force on the date of this Offer and to
the extent applicable, or such other conditions as may be prescribed by such governmental, regulatory or statutory
authority while granting its approval for the Offer.

The Offer

The Offer comprises of a Fresh Issue by our Company and an Offer for Sale by the Promoter Selling Shareholders.

Other than (i) the listing fees, stamp duty payable on issue of Equity Shares pursuant to Fresh Issue, expenses for any
product or corporate advertisements consistent with past practice of our Company and audit fees of statutory auditors
(to the extent not attributable to the Offer), which shall be solely borne by our Company; and (ii) fees and expenses
for legal counsel to the Promoter Selling Shareholders, if any, which shall be solely borne by the respective Promoter
Selling Shareholders, all costs, fees and expenses with respect to the Offer (including all applicable taxes except
securities transaction tax, which shall be solely borne by the respective Promoter Selling Shareholder), shall be shared
by our Company and the Promoter Selling Shareholders, on a pro rata basis, in proportion to the number of Equity
Shares issued and Allotted by our Company through the Fresh Issue and sold by each of the Promoter Selling
Shareholders through the Offer for Sale, in accordance with applicable law including section 28(3) of Companies
Act, 2013. All the expenses relating to the Offer shall be paid by our Company in the first instance and upon
commencement of listing and trading of the Equity Shares on the Stock Exchanges pursuant to the Offer, each
Promoter Selling Shareholder agrees that it shall, severally and not jointly, reimburse our Company for any expenses
in relation to the Offer paid by our Company on behalf of the respective Promoter Selling Shareholder and each
Selling Shareholder authorises our Company to deduct from the proceeds of the Offer for Sale from the Offer,
expenses of the Offer required to be borne by such Promoter Selling Shareholder in proportion to the Offered Shares,
or as may be mutually agreed in accordance with Applicable Law. For further details, see “Objects of the Offer –
Offer Related Expenses”, on page 136.

Ranking of the Equity Shares

The Equity Shares being offered, Allotted and transferred pursuant to the Offer shall be subject to the provisions of
the Companies Act, the SEBI ICDR 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 rights in respect of
dividend, voting and other corporate benefits if any, declared by our Company after the date of Allotment. For further
details, see “Description of Equity Shares and Terms of the Articles of Association” on page 509.

Mode of payment of dividend

Our Company shall pay dividends, if declared, to the Shareholders of our Company as per the provisions of the
Companies Act, 2013, dividend distribution policy of our Company, our Memorandum of Association and Articles
of Association, the SEBI Listing Regulations and other applicable law. All dividends, if any, declared by our
Company after the date of Allotment, will be payable to the Bidders who have been Allotted Equity Shares in the
Offer, for the entire year, in accordance with applicable law. For further details in relation to dividends, see “Dividend

471
Policy” and “Description of Equity Shares and Terms of the Articles of Association” on pages 339 and 509,
respectively.

Face Value, Floor Price, Price Band and Offer Price

The face value of the equity shares is ₹1. The Floor Price of Equity Shares is ₹[●] per Equity Share and the Cap Price
is ₹[●] per Equity Share. The Anchor Investor Offer Price is ₹[●] per Equity Share.

The Offer Price, Price Band and minimum Bid Lot for the Offer will be decided by our Company in consultation with
the BRLMs in compliance with the SEBI ICDR Regulations, and advertised in all editions of The Financial Express,
an English national daily newspaper, all editions of Jansatta, a Hindi national daily newspaper, and Bangalore edition
of Vishwavani, a Kannada daily newspaper (Kannada being the regional language of Karnataka, where our Registered
Office is located), each with wide circulation, at least two Working Days prior to the Bid / Offer Opening Date and
shall be 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, shall be pre-filled in the Bid cum
Application Forms available at the websites of the Stock Exchanges. The Offer Price shall be determined by our
Company, in consultation with the BRLMs, in compliance with the SEBI ICDR Regulations, 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.

At any given point of time there shall be only one denomination for the Equity Shares.

Compliance with disclosure and accounting norms

Our Company shall comply with all applicable disclosure and accounting norms as specified by SEBI from time to
time.

Rights of the Equity Shareholders

Subject to applicable laws, rules, regulations and guidelines and the provisions of our Articles, our Shareholders shall
have the following rights:

• the right to receive dividend, if declared;

• the right to attend general meetings and exercise voting rights, unless prohibited by law;

• the right to vote on a poll either in person or by proxy or ‘e-voting’ in accordance with the provisions of the
Companies Act;

• the right to receive offers for rights shares and be allotted bonus shares, if announced;

• the right to receive surplus on liquidation subject to any statutory and preferential claims being satisfied;

• the right to freely transfer their Equity Shares, subject to 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 applicable law,
including the Companies Act, 2013, the terms of the SEBI Listing Regulations, and our Memorandum of
Association and Articles of Association.

For a detailed description of the main provisions of our Articles relating to voting rights, dividend, forfeiture and lien,
transfer and transmission, and/or consolidation / splitting, see “Description of Equity Shares and Terms of the Articles
of Association” on page 509.
472
Allotment of Equity Shares 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 and the SEBI Listing Regulations, the
trading of the Equity Shares only be applied for in the dematerialised form. In this context, our Company has entered
into the following agreements:

• tripartite agreement dated November 25, 2024, amongst our Company, NSDL and Registrar to the Offer; and
• tripartite agreement dated November 4, 2024, amongst our Company, CDSL and Registrar to the Offer.

Market lot and Trading lot

The trading of our Equity Shares on the Stock Exchanges shall only be in dematerialised form, consequent to which,
the tradable lot is one Equity Share. Allotment of Equity Shares will be only in electronic form in multiples of [●]
Equity Shares, subject to a minimum Allotment of [●] Equity Shares in the Offer. For the method of Basis of
Allotment, see “Offer Procedure” on page 484.

Joint holders

Subject to provisions contained in our Articles of Association, where two or more persons are registered as the holders
of any Equity Share, they shall be deemed to hold such Equity Shares as joint holders with benefits of survivorship.

Jurisdiction

The competent courts/authorities of Bengaluru, Karnataka, India will have sole and exclusive jurisdiction in relation
to this Offer.

Period of operation of subscription list

See “– Bid/Offer Programme” on page 474.

Nomination facility to investors

In accordance with Section 72 of the Companies Act, 2013, 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 the sole Bidder or in case of joint Bidders, the 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 person, being a nominee, entitled to the Equity Shares by reason of
death of the original holder(s), shall, in accordance with Section 72 of the Companies Act, 2013, be entitled to the
same advantages to which such person would be entitled if such person 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 the Equity Share(s) in the event of his or her death during the minority. A nomination
shall stand rescinded upon a sale, transfer or alienation of Equity Share(s) by the person nominating. A nomination
may be cancelled or 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. A buyer will be entitled to make a fresh nomination in the manner prescribed. A fresh nomination
can be made only on the prescribed form, which is available on request at our Registered and Corporate Office or
with the registrar and transfer agents of our Company.

Further, any person who becomes a nominee by virtue of Section 72 of the Companies Act, 2013 as mentioned above,
shall, upon 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

473
• 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, our 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 the Equity Shares in the Offer will be made only in dematerialised form, there shall be no
requirement for a separate nomination with our Company. Nominations registered with the respective Collecting
Depository Participant of the applicant will prevail. If Bidders wish to change their nomination, they are requested to
inform their respective Collecting Depository Participant.

Our Company shall comply with such disclosure and accounting norms as may be specified by SEBI from time to
time.

Bid/ Offer Programme

BID/OFFER OPENS ON Wednesday, July 23, 2025 (1)

BID/OFFER CLOSES ON Friday, July 25, 2025 (2)
1. Our Company may, in consultation with the BRLMs consider participation by Anchor Investors. The Anchor Investor Bid/Offer Period shall
be one Working Day prior to the Bid/Offer Opening Date in accordance with the SEBI ICDR Regulations.
2. Our Company, in consultation with the BRLMs may, consider closing the Bid/Offer Period for QIBs one day prior to the Bid/Offer Closing
Date in accordance with the SEBI ICDR Regulations and UPI mandate end time and date shall be at 5.00 p.m. on Bid/Offer Closing Date.

An indicative timetable in respect of the Offer is set out below:

Event Indicative Date

Bid/Offer Closing Date Friday, July 25, 2025
Finalisation of Basis of Allotment with the Designated Stock Exchange On or about Monday, July 28, 2025
Initiation of refunds (if any, for Anchor Investors)/unblocking of funds from ASBA On or about Tuesday, July 29, 2025
Account*
Credit of Equity Shares to demat accounts of Allottees On or about Tuesday, July 29, 2025
Commencement of trading of the Equity Shares on the Stock Exchanges On or about Wednesday, July 30,
2025
* (i) 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), and the Bidder shall be compensated
at a uniform rate ₹100 per day or 15% per annum of the total cumulative blocked amount except the original application amount, whichever is
higher from the date on which such multiple amounts were blocked till the date of actual unblock; (iii) any blocking of amounts more than the
Bid Amount, the 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 and the SEBI 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, SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51
dated April 20, 2022 and circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023, SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022 each to the extent applicable and not rescinded by the SEBI ICDR Master Circular in
relation to the SEBI ICDR Regulations 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.

The processing fees for applications made by the UPI Bidders may be released to the remitter banks (SCSBs) only after such banks provide a
written confirmation on compliance with SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 read with SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20,
2022 and SEBI Circular No. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022. and SEBI Master Circular no.
SEBI/HO/MIRSD/POD1/P/CIR/2023/70 dated May 17, 2023, each to the extent applicable and not rescinded by the SEBI ICDR Master Circular
in relation to the SEBI ICDR Regulations.

474
The above timetable, other than the Bid/Offer Closing Date, is indicative in nature and does not constitute any
obligation or liability on our Company, any of the Promoter Selling Shareholders or the BRLMs. While our
Company shall ensure that all steps for the completion of the necessary formalities for the listing and the
commencement of trading of the Equity Shares on the Stock Exchanges are taken within three Working Days
from the Bid / Offer Closing Date, or such other period as prescribed by the SEBI, the timetable may be
extended due to various factors, such as extension of the Bid / Offer Period by our Company in consultation
with the BRLMs, revision of the Price Band or any delay in receiving the final listing and trading approval
from the Stock Exchanges, and delay in respect of final certificates from SCSBs. The commencement of trading
of the Equity Shares will be entirely at the discretion of the Stock Exchanges and in accordance with the
applicable laws. Each of the Promoter Selling Shareholders, severally and not jointly, confirm that they shall
extend complete co-operation required by our Company and the BRLMs 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 by SEBI.

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.

Any circulars or notifications from SEBI after the date of this Red Herring Prospectus may result in changes to the
listing timelines. Further, the offer procedure is subject to change to 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 Bids Electronic Applications

i. Online ASBA through 3-in-1 accounts – Only between 10.00 a.m. and 5.00 p.m.
IST.

Bank ASBA through Online channels like Internet Banking, Mobile Banking and
Syndicate UPI ASBA applications where Bid Amount is up to ₹0.5million – Only
between 10.00 a.m. and 4.00 p.m. IST.

i. Syndicate Non-Retail, Non-Individual Applications – Only between 10.00 a.m.

and 3.00 p.m. IST

Physical Applications

i. Bank ASBA – Only between 10.00 a.m. and 1.00 p.m. IST.

Syndicate Non-Retail, Non-Individual Applications of QIBs and NIIs where Bid

Amount is more than ₹0.50 million – Only between 10.00 a.m. and 12.00 p.m. IST
and Syndicate members shall transfer such applications to banks before 1 p.m. IST.
Modification/ Revision/cancellation of Bids
Modification of Bids by QIBs and Non- Only between 10.00 a.m. and 5.00 p.m. IST
Institutional Bidders
categories and modification/cancellation
of Bids by Retail Individual
Bidders##
Upward Revision of Bids by QIBs and Only between 10.00 a.m. on the Bid/Offer Opening Date and up to 4.00 p.m. IST on
Non-Institutional Investors categories## Bid/Offer Closing Date
Upward or downward Revision of Bids Only between 10.00 a.m. on the Bid/Offer Opening Date and up to 5.00 p.m. IST on
or cancellation of Bids by RIIs Bid/Offer Closing Date
#
UPI mandate end time and date shall be at 5:00 pm on the Bid/Offer Closing Date.
##
QIBs and Non-Institutional Bidders can neither revise their Bids downwards nor cancel/withdraw their Bids.
475
On the Bid/Offer Closing Date, the Bids were required to be uploaded until:

(i) 4:00 p.m. IST for Bids by QIBs and Non-Institutional Investors; and

(ii) until 5.00 p.m. IST or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail and
reserved category.

On the Bid/Offer Closing Date, extension of time may be granted by the Stock Exchanges only for uploading Bids
received from Retail Individual Investors and Eligible Employees Bidding in the Employee Reservation Portion after
taking into account the total number of Bids received up to closure of timings for acceptance of Bid cum Application
Forms as stated herein and as reported by the BRLMs to the Stock Exchanges.

The Registrar to the Offer shall submit the details of cancelled/withdrawn/deleted applications to the SCSB’s
on daily basis within 60 minutes of the Bid closure time from the Bid/ Offer Opening Date till the Bid/Offer
Closing Date by obtaining the same from the Stock Exchanges. The SCSB’s shall unblock such applications by
the closing hours of the Working Day and submit the confirmation to the Book Running Lead Managers and
the RTA on a daily basis, as per the format prescribed in SEBI ICDR Master Circular. To avoid duplication,
the facility of re-initiation provided to Syndicate Members shall preferably be allowed only once per bid/batch
and as deemed fit by the Stock Exchanges, after closure of the time for uploading Bids.

It is clarified that Bids shall be processed only after the application monies are blocked in the ASBA Account
and Bids not uploaded on the electronic bidding system or in respect of which the full Bid Amount is not
blocked by SCSBs or not blocked under the UPI Mechanism in the relevant ASBA Account, as the case may
be, would be rejected.

Due to limitation of time available for uploading the Bids on the Bid/ Offer Closing Date, Bidders are advised to
submit their Bids one day prior to the Bid/ Offer Closing Date, and are advised to submit their Bids no later than 1:00
p.m. IST on the Bid/ Offer Closing Date. Any time mentioned in this Red Herring Prospectus is IST. Bidders are
cautioned that, in the event a large number of Bids are received on the Bid/ Offer Closing Date, as is typically
experienced in public offerings in India, it may lead to some Bids not being uploaded due to lack of sufficient time
to upload. Such Bids that cannot be uploaded will not be considered for allocation under this Offer. Bids and any
revision to the Bids, will be accepted only during Working Days, during the Bid/ Offer Period. Bids will be accepted
only during Monday to Friday (excluding any public holiday), during the Bid/Offer period. Investors may please note
that as per letter no. List/SMD/SM/2006 dated July 3, 2006 and letter no. NSE/IPO/25101- 6 dated July 6, 2006 issued
by BSE and NSE respectively, Bids and any revision in Bids shall not be accepted on Saturdays, Sundays and public
holidays as declared by the Stock Exchanges. Bids by ASBA Bidders shall be uploaded by the relevant Designated
Intermediary in the electronic system to be provided by the Stock Exchanges.

The Designated Intermediaries shall modify select fields uploaded in the Stock Exchange Platform during the
Bid/Offer Period till 5.00 pm on the Bid/Offer Closing Date after which the Stock Exchange(s) send the bid
information to the Registrar to the Offer for further processing.

Our Company, in consultation with the BRLMs, reserve the right to revise the Price Band during the Bid/ Offer Period
in accordance with the SEBI ICDR Regulations. The revision in the Price Band shall not exceed 20% on either side,
i.e. the Floor Price can move up or down to the extent of 20% of the Floor Price and the Cap Price will be revised
accordingly. The Floor Price will not be less than the face value of the Equity Shares. In all circumstances, the Cap
Price shall be less than or equal to 120% of the Floor Price, subject to minimum 105% of the Floor Price.

In case of revision in the Price Band, the Bid/ Offer Period shall be extended for at least one additional Working
Days after such revision, subject to the Bid/ Offer Period not exceeding 10 Working Days. In cases of force
majeure, banking strike or similar circumstances, our Company in consultation with the BRLMs, for reasons
to be recorded in writing, extend the Bid/ Offer Period for a minimum of three Working Days, subject to the
Bid/ Offer Period not exceeding 10 Working Days, in compliance with the SEBI ICDR Regulations.

476
Any revision in Price Band, and the revised Bid/ Offer Period, if applicable, shall be widely disseminated by
notification to the Stock Exchanges, by issuing a press release and also by indicating the change on the websites
of the BRLMs and terminals of the Syndicate Members and by intimation to the Designated Intermediaries.
In case of revision of price band, the Bid lot shall remain the same.

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, if any, will be offered to Eligible Employees bidding in the Employee Reservation Portion, and,
at the time of making a Bid. Eligible Employees bidding in the Employee Reservation Portion at a price within the
Price Band can 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 have to ensure payment at the Cap
Price, less Employee Discount, at the time of making a Bid.

Minimum Subscription

In the event our Company does not receive (i) a minimum subscription of 90% of the Fresh Issue, and (ii) a
subscription in the Offer as specified under Rule 19(2)(b) of the SCRR, including through devolvement of
Underwriters, as applicable, within sixty (60) days from the date of Bid Closing Date, or if the subscription level falls
below the thresholds mentioned above after the Bid Closing Date, on account of withdrawal of applications or after
technical rejections or any other reason, or if the listing or trading permission is not obtained from the Stock
Exchanges for the Equity Shares being offered under the Red Herring Prospectus, our Company shall forthwith refund
the entire subscription amount received in accordance with applicable law including the SEBI circular bearing no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 and SEBI master circular no.
SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023. If there is a delay beyond four days, our Company
and every Director of our Company who is an officer in default, to the extent applicable, shall pay interest as
prescribed under applicable law.

In the event of under-subscription in the Offer, subject to receiving minimum subscription for 90% of the Fresh Issue
and compliance with Rule 19(2)(b) of the SCRR, (i) such number of Equity Shares will first be Allotted by the
Company such that 90% of the Fresh Issue portion is subscribed; (ii) upon (i), all the Equity Shares held by the
Promoter Selling Shareholders and offered for sale in the Offer for Sale will be Allotted (in proportion to the Offered
Shares being offered by each of the Promoter Selling Shareholders); and (iii) once Equity Shares have been Allotted
as per (i) and (ii) above, such number of Equity Shares will be Allotted by the Company towards the balance 10% of
the Fresh Issue portion.

Undersubscription, if any, in any category except the QIB Portion, would be allowed to be met with spill-over from
any other category or combination of categories at the discretion of the Company in consultation with the Book
Running Lead Managers, Registrar to the Offer and the Designated Stock Exchange.

Further, in accordance with Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the
number of prospective Allottees 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 and
the Promoter Selling Shareholders, only to the extent of their respective portion of the Offered Shares, shall be liable
to pay interest on the application money in accordance with applicable laws.

Each of the Promoter Selling Shareholders shall, severally and not jointly, be liable to refund money raised in the
Offer together with any interest for delays in making refunds as per Applicable Law, only to the extent of his/ her
respective portion of Offered Shares. Notwithstanding the foregoing, no liability to make any payment of interest

477
shall, accrue on any Promoter Selling Shareholder unless any delay of the payments to be made hereunder, or any
delay in obtaining listing and/or trading approvals or any approvals in relation to the Offer is solely and directly
attributable to an act or omission of such Promoter Selling Shareholder.

Arrangements 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 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 “Capital Structure” on page 97, and except as provided in our
Articles, there are no restrictions on transfers and transmission of Equity Shares or on their consolidation or splitting.
See, “Description of Equity Shares and Terms of the Articles of Association” at page 509.

Option to receive Equity Shares in Dematerialized Form

Allotment of Equity Shares to successful Bidders will only be in the dematerialized form. Bidders will not have the
option of Allotment of the Equity Shares in physical form. The Equity Shares on Allotment will be traded only in the
dematerialized segment of the Stock Exchanges.

Withdrawal of the Offer

Our Company in consultation with the BRLMs, reserves the right not to proceed with the entire or portion of the
Offer for any reason at any time after the Bid / Offer Opening Date but before the Allotment. In such an event, our
Company would issue a public notice in the same newspapers, in which the pre-Offer advertisements were published,
within two days of the Bid / Offer Closing Date or such other time as may be prescribed by SEBI, providing reasons
for not proceeding with the Offer. Further, the Stock Exchanges shall be informed promptly in this regard by our
Company and the BRLMs, through the Registrar to the Offer, shall notify the SCSBs and the Sponsor Bank(s) to
unblock the bank accounts of the ASBA Bidders within one Working Day from the date of receipt of such notification
and also inform the Bankers to the Offer to process refunds to the Anchor Investors, as the case may be. The notice
of withdrawal will be issued in the same newspapers where the pre-Offer advertisements have appeared and the Stock
Exchanges will also be informed promptly.

If our Company, in consultation with the Book Running Lead Managers, withdraw the Offer after the Bid/Offer
Closing Date and thereafter determines that they will proceed with a public offering of the Equity Shares, our
Company shall file a fresh draft red herring prospectus with SEBI and the Stock Exchanges. Notwithstanding the
foregoing, this Offer is also subject to obtaining the final listing and trading approvals of the Stock Exchanges, which
our Company shall apply for after Allotment and within three Working Days or such other period as may be
prescribed, and the final RoC approval of the Prospectus after it is filed with the RoC. If 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.

478
 OFFER STRUCTURE

The Offer is being made through the Book Building Process. The Offer is of up to [●] Equity Shares for cash at a
price of ₹[●] per Equity Share (including a premium of ₹[●] per Equity Share) aggregating up to ₹7,000.00 million
comprising of a Fresh Issue of up to [●] Equity Shares aggregating up to ₹6,500.00 million by our Company and an
Offer of Sale of up to [●] Equity Shares aggregating up to ₹500.00 million by the Promoter Selling Shareholders.

The Offer includes a reservation of up to [●] Equity Shares aggregating to ₹15.00 million for subscription by Eligible
Employees. The Employee Reservation Portion shall not exceed 5% of our post-Offer paid-up Equity Share capital.

The Offer comprises a Net Offer of up to [●] Equity Shares.

The Offer and Net Offer shall constitute [●]% and [●]%, respectively, of the post-Offer paid-up Equity Share capital
of our Company.

The Offer is being made through Book Building Process, in compliance with Regulation 6(2) of the SEBI ICDR
Regulations as our Company does not meet the requirement specified under Regulation 6(1)(b) of the SEBI ICDR
Regulations.

Non-Institutional Retail Individual

Particulars QIBs(1) Eligible Employees
Investors Investors
Number of Equity Not less than [●] Equity Not more than [●] Not more than [●] Not more than [●]
Shares available Shares Equity Shares Equity Shares Equity Shares
for available for available for aggregating up to
Allotment/allocati allocation or Net Offer allocation or Net Offer ₹15.00 million
on^(2) less allocation to QIBs less allocation to QIBs
and Retail Individual and Non-Institutional
Investors Investors
Percentage of Not less than 75% of the Not more than 15% of Not more than 10% of The Employee
Offer Size Net Offer size shall be the Net Offer or the the Net Offer or the Reservation Portion
available for available for allocation Net Offer less Net Offer less constitutes up to [●]%
Allotment or to QIBs. 5% of Net QIB allocation to QIB allocation to QIBs and of the post-Offer
allocation Portion will be available Bidders and Retail Non-Institutional paid-up equity share
for allocation Individual Investors Investors capital of our
proportionately to will be available for Company
Mutual Funds only. allocation. One-third
Mutual Funds of the Non-
participating in the Institutional Portion
Mutual Fund Portion will be available for
will also be eligible for allocation to Bidders
allocation in the with an application
remaining balance Net size exceeding ₹0.20
QIB Portion. The million and up to
unsubscribed portion in ₹1.00 million and two-
the Mutual Fund Portion thirds of the Non-
will be available for Institutional Portion
allocation to other QIBs. will be available for
allocation to Bidders
with an application
size of more than
₹1.00 million and
under-subscription in
either of these two
subcategories of the
Non-Institutional
Portion may be
allocated to Bidders in
the other subcategory

479
 Non-Institutional Retail Individual
Particulars QIBs(1) Eligible Employees
Investors Investors
of the Non-
Institutional Portion in
accordance with the
SEBI ICDR
Regulations, subject to
valid Bids being
received at or above
the Offer Price
Basis of Allotment Proportionate as follows The Equity Shares Allotment to each Proportionate; unless
if respective (excluding the Anchor available for Retail Individual the Employee
category is Investor Portion): allocation to Non- Investor shall not be Reservation Portion
oversubscribed^ Institutional Investors less than the minimum is undersubscribed,
(a) Up to [●] Equity under the Non- Bid lot, subject to the value of allocation
Shares shall be available Institutional Portion, availability of Equity to an Eligible
for allocation on a shall be subject to the Shares in the Retail Employee shall not
proportionate basis to following: Category and the exceed ₹0.20 million
Mutual Funds only; and (a) One-third of the remaining available (net of Employee
Non-Institutional Equity Shares shall be Discount). In the
(b) Up to [●] Equity Portion will be allocated on a event of
Shares shall be available available for proportionate basis. undersubscription in
for allocation on a allocation to See “Offer Procedure” the Employee
proportionate basis to all Bidders with an on page 484. Reservation Portion,
QIBs, including Mutual application size the unsubscribed
Funds receiving exceeding ₹0.20 portion may be
allocation as per (a) million and up to allocated, on a
above ₹1.00 million; and proportionate basis,
to Eligible
(c) Up to [●] Equity (b) Two-thirds of the Employees for a
Shares each may be Non-Institutional value exceeding
allocated on a Portion will be ₹0.20 million (net of
discretionary basis to available for Employee Discount)
Anchor Investors of allocation to up to ₹0.50 million
which one-third shall be Bidders with an (net of Employee
available for allocation application size of Discount) each
to Mutual Funds only, more than ₹1.00
subject to valid Bid million
received from Mutual
Funds at or above the provided that the
Anchor Investor unsubscribed portion
Allocation Price. in either of the
aforementioned sub-
categories may be
allocated to applicants
in the other sub-
category of Non-
Institutional Investors.

The Allotment to each

Non-Institutional
Investor shall not be
less than the minimum
application size,
subject to availability
in the Non-
Institutional Portion,
and the remainder, if
any, shall be allotted
on a proportionate
480
 Non-Institutional Retail Individual
Particulars QIBs(1) Eligible Employees
Investors Investors
basis in accordance
with the conditions
specified in the SEBI
ICDR Regulations
Mode of Bidding* Through ASBA Through ASBA Through ASBA Through ASBA
(excluding the UPI process only process only process only
Mechanism) process (including the UPI (including the UPI (including the UPI
only except for Anchor Mechanism for an Mechanism) Mechanism)
Investors application size of up
to ₹0.50 million)
Minimum Bid Such number of Equity Such number of [●] Equity Shares [●] Equity Shares
Shares in multiples of Equity Shares in
[●] Equity Shares so multiples of [●]
that the Bid Amount Equity Shares so that
exceeds ₹0.20 million the Bid Amount
exceeds ₹0.20 million
Maximum Bid Such number of Equity Such number of Such number of Such number of
Shares in multiples of Equity Shares in Equity Shares in Equity Shares and in
[●] Equity Shares so multiples of [●] multiples of [●] multiples of [●]
that the Bid does not Equity Shares so that Equity Shares so that Equity Shares so that
exceed the Net Offer the Bid does not the Bid Amount does the maximum Bid
size (excluding Anchor exceed the Offer size not exceed ₹0.20 Amount by each
Investor portion), (excluding the QIB million Eligible Employee in
subject to applicable Portion), subject to this portion does not
limits applicable limits exceed ₹0.50 million
(net of Employee
Discount)
Mode of Compulsorily in dematerialised form
Allotment
Bid Lot [●] Equity Shares and in multiples of [●] Equity Shares thereafter
Allotment Lot [●] Equity Shares and in [●] Equity Shares and [●] Equity Shares and [●] Equity Shares and
multiples of one Equity in multiples of one in multiples of one in multiples of one
Share thereafter Equity Share Equity Share Equity Share
thereafter thereafter thereafter
Trading Lot One Equity Share
Who can Apply(3) Public financial Resident Indian Resident Indian Eligible Employees
institutions specified in individuals, HUFs (in individuals, HUFs (in such that the Bid
Section 2(72) of the the name of Karta), the name of the Karta) Amount does not
Companies Act, 2013, companies, corporate and Eligible NRIs exceed ₹0.50 million
FPIs registered with bodies, Eligible NRIs, (net of Employee
SEBI (other than scientific institutions, Discount)
individuals, corporate societies and trusts
bodies and family family offices and
offices), scheduled FPIs who are
commercial banks, individuals, corporate
mutual funds registered bodies and family
with SEBI, venture offices which are re-
capital funds registered categorised as
with the SEBI, AIFs, category II FPI (as
multilateral and bilateral defined in the SEBI
development financial FPI Regulations) and
institutions, state registered with SEBI
industrial development
corporations, NBFC-SI,
insurance companies
registered with the
Insurance Regulatory
and Development
481
 Non-Institutional Retail Individual
Particulars QIBs(1) Eligible Employees
Investors Investors
Authority, provident
funds with a minimum
corpus of ₹250.00
million, pension funds
with a minimum corpus
of ₹250.00 million, the
National Investment
Fund set up by
resolution F. No.
2/3/2005-DD-II dated
November 23, 2005 of
the GoI, published in the
Gazette of India,
insurance funds set up
and managed by the
army, navy, or air force
of the Union of India
and insurance funds set
up and managed by the
Department of Posts,
India
Terms of Payment In case of Anchor Investors: Full Bid Amount shall be payable by the Anchor Investors at the time
of submission of their Bids(4)

In case of all other Bidders: Full Bid Amount shall be blocked by the SCSBs in the bank account of
the ASBA Bidders, or by the Sponsor Bank(s) through the UPI Mechanism (other than Anchor
Investors) that is specified in the Bid cum Application Form at the time of the submission of the Bid
cum Application Form.
^
Assuming full subscription in the Offer

*SEBI vide its SEBI ICDR Master Circular and vide its circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022 (to the extent not
rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations), has mandated that ASBA applications in public issues
shall be processed only after the application monies are blocked in the investor’s bank accounts. Accordingly, Stock Exchanges shall, for all
categories of investors viz. Retail, QIB, NII and other reserved categories and also for all modes through which the applications are processed,
accept the ASBA applications in their electronic book building platform only with a mandatory confirmation on the application monies blocked
(1)
Our Company may in consultation with the BRLMs, may allocate up to 60% of the QIB Portion to Anchor Investors at the Anchor Investor
Offer Price, on a discretionary basis, subject to there being (i) a maximum of two Anchor Investors, where allocation in the Anchor Investor
Portion is up to ₹100 million, (ii) minimum of two and maximum of 15 Anchor Investors, where the allocation under the Anchor Investor
Portion is more than ₹100 million but up to ₹2,500 million under the Anchor Investor Portion, subject to a minimum Allotment of ₹50.00
million per Anchor Investor, and (iii) in case of allocation above ₹2,500.00 million under the Anchor Investor Portion, a minimum of five
such investors and a maximum of 15 Anchor Investors for allocation up to ₹2,500.00 million, and an additional 10 Anchor Investors for
every additional ₹2,500.00 million or part thereof will be permitted, subject to minimum allotment of ₹50.00 million per Anchor Investor.
An Anchor Investor will make a minimum Bid of such number of Equity Shares, that the Bid Amount is at least ₹100.00 million. One-third
of the Anchor Investor Portion will be reserved for domestic Mutual Funds, subject to valid Bids being received at or above the price at
which allocation is made to Anchor Investors, which price shall be determined by the Company, in consultation with the BRLMs.
(2)
This Offer is being made in accordance with Rule 19(2)(b) of the SCRR, through the Book Building Process, in compliance with Regulation
6(2 of the SEBI ICDR Regulations, wherein not less than 75% of the Net Offer will be available for allocation to QIBs on a proportionate
basis, provided that the Anchor Investor Portion may be allocated on a discretionary basis. Further, not more than 15% of the Net Offer
Offer will be available for allocation to Non-Institutional Investors, of which one-third of the Non-Institutional Portion will be available
for allocation to Bidders with an application size exceeding ₹0.20 million and up to ₹1.00 million and two-thirds of the Non-Institutional
Portion will be available for allocation to Bidders with an application size of more than ₹1.00 million and under-subscription in either of
these two sub-categories of Non-Institutional Portion may be allocated to Bidders in the other sub-category of Non-Institutional Portion in
accordance with SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price. Further, not more than 10% of
the Net Offer will be available for allocation to Retail Individual Investors in accordance with SEBI ICDR Regulations, subject to valid
Bids being received at or above the Offer Price. Under-subscription, if any, in any category, except the QIB Portion, would be met with
spill-over from any other category or categories, as applicable, at the discretion of our Company in consultation with the BRLMs and the
Designated Stock Exchange, subject to valid Bids being received at or above the Offer Price and in accordance with applicable laws. Under-
subscription, if any, in the QIB Portion will not be allowed to be met with spill-over from other categories or a combination of categories.

482
 Eligible Employees Bidding in the Employee Reservation portion can Bid up to a Bid Amount of ₹0.50 million (net off Employee Discount,
if any). However, a Bid by an Eligible Employee in the Employee Reservation Portion will be considered for allocation, in the first instance,
for a Bid Amount of up to ₹0.20 million (net off Employee Discount). In the event of undersubscription 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 off Employee Discount), subject to the maximum value of Allotment made to such Eligible Employee not exceeding
₹0.50 million (net off Employee Discount). Further, an Eligible Employee Bidding in the Employee Reservation Portion can also Bid in the
Net Offer and such Bids will not be treated as multiple Bids subject to applicable limits. Eligible Employee can also apply under Retail
Portion. However, Bids by Eligible Employees in the Employee Reservation Portion and in the Non-Institutional Portion shall be treated
as multiple Bids, only if Eligible Employee has made an application of more than ₹ 0.20 million (net of Employee Discount) in the Employee
Reservation Portion. The unsubscribed portion if any, in the Employee Reservation Portion shall be added back to the Net Offer. In case of
under-subscription in the Net Offer, spill-over to the extent of such under-subscription shall be permitted from the Employee Reservation
Portion. For further details, please see “Terms of the Offer” on page 471.
(3)
In case of joint Bids, the Bid cum Application Form should contain only the name of the first Bidder whose name should also appear as the
first holder of the beneficiary account held in joint names. The signature of only such first Bidder would be required in the Bid cum
Application Form and such first Bidder would be deemed to have signed on behalf of the joint holders.

(4)
Full Bid Amount shall be payable by the Anchor Investors at the time of submission of the Anchor Investor Application Forms provided that
any difference between the Anchor Investor Allocation Price and the Anchor Investor Offer Price shall be payable by the Anchor Investor
Pay-In Date as indicated in the CAN. Bidders will be required to confirm and will be deemed to have represented to our Company, the
Sellin Shareholders, the Underwriters, their respective directors, officers, agents, affiliates and representatives that they are eligible under
applicable law, rules, regulations, guidelines and approvals to acquire the Equity Shares.

Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in the Non-Institutional
Portion or the Retail Portion would be allowed to be met with spill-over from other categories or a combination of
categories at the discretion of our Company in consultation with the BRLMs and the Designated Stock Exchange, on
a proportionate basis. However, 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. For further details, see “Terms of the Offer” on page
471.

483
 OFFER PROCEDURE

All Bidders should read the General Information Document for Investing in Public Issues prepared and issued in
accordance with the circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020 issued by SEBI and the
UPI Circulars (the “General Information Document”) which highlights the key rules, processes and procedures
applicable to public issues in general in accordance with the provisions of the Companies Act, the SCRA, the SCRR
and the SEBI ICDR Regulations which is part of the Abridged Prospectus accompanying the Bid cum Application
Form. The General Information Document is available on the websites of the Stock Exchanges and the BRLMs. Please
refer to the relevant provisions of the General Information Document which are applicable to the Offer, especially in
relation to the process for Bids by UPI Bidders through the UPI Mechanism. The investors should note that the details
and process provided in the General Information Document should be read along with this section.

Additionally, all Bidders may refer to the General Information Document for information in relation to (i) category
of investors eligible to participate in the 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) submission of Bid cum
Application Form; (viii) other instructions (limited to joint bids in cases of individual, multiple bids and instances
when an application would be rejected on technical grounds); (ix) applicable provisions of the Companies Act, 2013
relating to punishment for fictitious applications; (x) mode of making refunds;(xi) Designated Date;(xii) interest in
case of delay in Allotment or refund; and (xiii) disposal of application.

SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018 read with its circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated
April 5, 2022, circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 and any subsequent circulars
or notifications issued by SEBI in this regard, has introduced an alternate payment mechanism using Unified
Payments Interface (“UPI”) and consequent reduction in timelines for listing in a phased manner. From January 1,
2019, the UPI Mechanism for UPI Bidders applying through Designated Intermediaries was made effective along
with the timeline of T+6 days. (“UPI Phase I”). The UPI Phase I was effective till June 30, 2019.

With effect from July 1, 2019, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019,
read with circular bearing number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 with respect to Bids by
UPI Bidders through Designated Intermediaries (other than SCSBs), issued by SEBI, the existing process of physical
movement of forms from such Designated Intermediaries to SCSBs for blocking of funds has been discontinued and
only the UPI Mechanism for such Bids with timeline of T+6 days was mandated for a period of three months or
launch of five main board public issues, whichever is later (“UPI Phase II”). The applicability of UPI Phase II was
extended from time to time. Thereafter, pursuant to SEBI circular SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated
August 9, 2023, the final reduced timeline of T+3 days using the UPI Mechanism for applications by UPI Bidders
(“UPI Phase III”) was implemented by SEBI, voluntarily for all public issues opening on or after September 1,2023
and has been made mandatory for all public issues opening on or after December 1, 2023. Accordingly, the Offer
will be made under UPI Phase III on a mandatory basis, subject to any circulars, clarification or notification issued
by the SEBI from time to time. Additionally, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/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, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022,
SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022 and SEBI circular SEBI/HO/CFD/TPD1/CIR/P/2023/140
dated August 9, 2023 (“UPI Streamlining Circular”) has instituted certain mechanisms towards the streamlining of
applications made through the UPI Mechanism as well as redressal of investor grievances. The UPI Streamlining
Circular came into force for initial public offers opening on/or after May 1, 2021, except as amended pursuant to
SEBI circular SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, and the provisions of the UPI Streamlining
Circular are deemed to form part of this Red Herring Prospectus.

Further, the SEBI ICDR Master Circular consolidated the aforementioned circulars and rescinded these circulars to
the extent they relate to the SEBI ICDR Regulations. Furthermore, pursuant to SEBI ICDR Master Circular and SEBI
circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022 (to the extent not rescinded by the SEBI ICDR
Master Circular in relation to the SEBI ICDR Regulations), all individual bidders in initial public offerings whose

484
application size are up to ₹0.50 million shall use the UPI Mechanism and provide their UPI ID in the Bid-cum-
Application Form for bidding through Syndicate, sub-syndicate members, Registered Brokers, RTAs or CDPs, or
online using the facility of linked online trading, demat and bank account (3 in 1 type accounts), provided by certain
brokers. Subsequently, pursuant to SEBI ICDR Master Circular and SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, (to the extent not rescinded by the SEBI ICDR Master
Circular in relation to the SEBI ICDR Regulations), applications made using the ASBA facility in initial public
offerings shall be processed only after application monies are blocked in the bank accounts of investors (all
categories).

In terms of Regulation 23(5) and Regulation 52 of SEBI ICDR Regulations, the timelines and processes mentioned in
SEBI RTA Master Circular, shall continue to form part of the agreements being signed between the intermediaries
involved in the public issuance process and lead managers shall continue to coordinate with intermediaries involved
in the said process.

In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI
Mechanism) exceeding three Working Days from the Bid/Offer Closing Date, the Bidder shall be compensated in
accordance with applicable law. 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. Further, Investors shall be entitled
to compensation in the manner specified in the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated
March 16, 2021, in case of delays in resolving investor grievances in relation to blocking/unblocking of funds.

Bidders are advised to make their independent investigations and ensure that their Bids are submitted in accordance
with applicable laws and do not exceed the investment limits or maximum number of the Equity Shares that can be
held by them under applicable law or as specified in this Red Herring Prospectus, the Red Herring Prospectus and
the Prospectus.

Book Building Procedure

The Offer is being made in terms of Rule 19(2)(b) of the SCRR through the Book Building Process in accordance
with Regulation 6(2) of the SEBI ICDR Regulations, wherein not less than 75% of the Net Offer shall be available
for allocation to QIBs on a proportionate basis, provided that our Company, in consultation with the BRLMs, may
allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR
Regulations, of which one-third shall be reserved for domestic Mutual Funds, subject to valid Bids being received
from them at or above the Anchor Investor Allocation Price. In case of under-subscription or non-allocation in the
Anchor Investor Portion, the remaining Equity Shares will be added back to the QIB Portion. Further, 5% of the Net
QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the
Net QIB Portion shall be available for allocation on a proportionate basis to all QIBs, including Mutual Funds, subject
to valid Bids being received at or above the Offer Price. Further, not more than 15% of the Net Offer shall be available
for allocation to Non-Institutional Investors of which one-third of the Non-Institutional Portion will be available for
allocation to Bidders with an application size of more than ₹0.20 million and up to ₹1.00 million and two-thirds of
the Non-Institutional Portion will be available for allocation to Bidders with an application size of more than ₹1.00
million and under-subscription in either of these two sub-categories of Non-Institutional Portion may be allocated to
Bidders in the other sub-category of Non-Institutional Portion. Further, not more than 10% of the Net Offer shall be
available for allocation to Retail Individual Investors in accordance with the SEBI ICDR Regulations, subject to valid
Bids being received at or above the Offer Price.

Furthermore, up to [●] Equity Shares of face value ₹1 each, aggregating up to ₹15.00 million shall be made available
for allocation on a proportionate basis only to Eligible Employees Bidding in the Employee Reservation Portion,
subject to valid Bids being received at or above the Offer Price, net of Employee Discount.

Under-subscription, if any, in any category, except the QIB Portion, would be allowed to be met with spill-over from
any other category or categories, as applicable, at the discretion of our Company in consultation with the BRLMs and
the Designated Stock Exchange, subject to receipt of valid Bids received at or above the Offer Price.

485
In accordance with Rule 19(2)(b) of the SCRR, the Offer will constitute at least [●]% of the post Offer paid-up Equity
Share capital of our Company.

Investors must ensure that their PAN is linked with Aadhar prior to June 30, 2023 and are in compliance with the
notification by the Central Board of Direct Taxes dated February 13, 2020 read with press release dated June 25,
2021, September 17, 2021 and March 28, 2023 and any subsequent press releases in this regard.

The Equity Shares, on Allotment, shall be traded only in the dematerialized segment of the Stock Exchanges.

Bidders should note that the Equity Shares will be Allotted to all successful Bidders only in dematerialized
form. The Bid cum Application Forms which do not have the details of the Bidders’ depository account,
including DP ID, Client ID and PAN, and UPI ID (for UPI Bidders Bidding through the UPI Mechanism), as
applicable, shall be treated as incomplete and will be liable to be rejected. Bidders will not have the option of
being Allotted Equity Shares in physical form. However, they may get the Equity Shares rematerialised
subsequent to Allotment of the Equity Shares in the Offer, subject to applicable law.

Phased implementation of Unified Payment Interface Mechanism as per the UPI Circulars

SEBI has issued the UPI Circulars in relation to streamlining the process of public issue of inter alia, equity shares.
Pursuant to the SEBI circular bearing number SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018, SEBI
circular bearing number SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, SEBI circular bearing number
SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, SEBI circular bearing number
SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, SEBI circular bearing number
SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020 (“Previous UPI Circulars”) and the UPI Circulars, the
UPI Mechanism has been introduced in a phased manner as a payment mechanism (in addition to mechanism of
blocking funds in the account maintained with SCSBs under ASBA) for applications by UPI Bidders through
Designated Intermediaries with the objective to reduce the time duration from public issue closure to listing from six
Working Days to up to three Working Days. Considering the time required for making necessary changes to the
systems and to ensure complete and smooth transition to the UPI payment mechanism, the UPI Circulars and the
Previous UPI Circulars have introduced the UPI Mechanism in three phases in the following manner:

Phase I: This phase was applicable from January 1, 2019 until March 31, 2019 or floating of five main board public
issues, whichever was later. Subsequently, the timeline for implementation of Phase I was extended till June 30, 2019.
Under this phase, an RII had the option to submit the ASBA Form with any of the Designated Intermediary and use
his/ her UPI ID for the purpose of blocking of funds. The time duration from public issue closure to listing continued
to be six Working Days.

Phase II: This phase was applicable from July 1, 2019 and the continuation of this phase was extended until March
31, 2020 vide SEBI circular no. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019. Under this phase,
submission of the ASBA Form by UPI Bidders through Designated Intermediaries (other than SCSBs) to SCSBs for
blocking of funds was discontinued and replaced by the UPI Mechanism. However, the time duration from public
issue closure to listing continued to be six Working Days during this phase. Further, pursuant to SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020, this phase was extended till further notice.

Phase III: This phase has become applicable on a voluntary basis for all issues opening on or after September 1,
2023 and on a mandatory basis for all issues opening on or after December 1, 2023, vide SEBI circular bearing
number SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 ("T+3 Notification”). In this phase, the time
duration from public issue closure to listing has been reduced to three Working Days. The 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 the SEBI from time to time, including any circular, clarification or notification
which may be issued by SEBI.

486
The Offer is being made under Phase III of the UPI (on a mandatory basis) in accordance with the SEBI ICDR Master
Circular and the T+3 Notification (to the extent not rescinded by the SEBI ICDR Master Circular in relation to the
SEBI ICDR Regulations).

All SCSBs offering facility of making application in public issues shall also provide facility to make application
using UPI. Our Company will be required to appoint one of the SCSBs as a sponsor bank to act as a conduit between
the Stock Exchanges and NPCI in order to facilitate collection of requests and / or payment instructions of the UPI
Bidders using the UPI.

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 Circular include,
appointment of a nodal officer by the SCSB and submission of their details to SEBI, the requirement for SCSBs to
send SMS alerts for the blocking and unblocking of UPI mandates, the requirement for the Registrar to submit details
of cancelled, withdrawn or deleted applications, and the requirement for the bank accounts of unsuccessful Bidders
to be unblocked no later than one Working Day from the date on which the Basis of Allotment is finalised. Failure
to unblock the accounts within the timeline would result in the SCSBs being penalised under the relevant securities
law.

The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the SCSBs
only after such banks provide a written confirmation on compliance with the SEBI ICDR Master Circular, SEBI
circular SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 read with SEBI circular
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 02, 2021 and such payment of processing fees to the SCSBs shall
be made in compliance with SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 each to the
extent applicable and not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations.
NPCI vide circular reference no. NPCI/UPI/OC No. 127/ 2021-22 dated December 09, 2021, inter alia, has enhanced
the per transaction limit in UPI from more than ₹0.20 million to ₹0.50 million for UPI based ASBA in initial public
offerings.

For further details, please refer to the General Information Document available on the websites of the Stock
Exchanges and the BRLMs.

Electronic registration of Bids

(a) The Designated Intermediary may register the Bids using the on-line facilities of the Stock Exchanges. The
Designated Intermediaries can also set up facilities for off-line electronic registration of Bids, subject to the
condition that they may subsequently upload the off-line data file into the on-line facilities for Book Building on
a regular basis before the closure of the Offer.

(b) On the Bid/Offer Closing Date, the Designated Intermediaries may upload the Bids till such time as may be
permitted by the Stock Exchanges and as disclosed in this Red Herring Prospectus.

(c) Only Bids that are uploaded on the Stock Exchanges platform are considered for allocation/Allotment. The
Designated Intermediaries shall modify select fields uploaded in the Stock Exchange platform during the
Bid/Offer Period till 5.00 pm on the Bid/Offer Closing Date after which the Stock Exchange(s) send the bid
information to the Registrar to the Offer for further processing.

The Sponsor Bank(s) 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.

Bid cum Application Form

Copies of the Bid cum Application Form (other than for Anchor Investors) and the Abridged Prospectus will be
available with the Designated Intermediaries at relevant Bidding Centers and at our Registered and Corporate Office.
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Electronic copy of the Bid cum Application Forms will also be available for download on the websites of the NSE
([Link]) and the BSE ([Link]) at least one day prior to the Bid/Offer Opening Date.

The Anchor Investor Application Forms will be available at the offices of the BRLMs.

All Bidders (other than Anchor Investors) must compulsorily use the ASBA process to participate in the Offer. UPI
Bidders shall Bid in the Offer through UPI Mechanism for submitting their bids to Designated Intermediaries and are
allowed to use ASBA Process by way of ASBA Forms to submit their bids directly to SCSBs. Anchor Investors are
not permitted to participate in this Offer through the ASBA process.

Bidders (other than Anchor Investors and UPI Bidders) must provide bank account details and authorisation by the
ASBA account holder to block funds in their respective ASBA Accounts in the relevant space provided in the Bid
cum Application Form and the Bid cum Application Form that does not contain such details are liable to be rejected.

UPI Bidders submitting their Bid cum Application Form to any Designated Intermediary (other than SCSBs) shall be
required to bid using the UPI Mechanism and must provide the UPI ID in the relevant space provided in the Bid cum
Application Form. UPI Bidders submitting their Bid cum Application Form to any Designated Intermediary (other
than SCSBs) without mentioning the UPI ID are liable to be rejected. Applications made using third party bank
account or using third party linked bank account UPI ID are liable for rejection.

Further, ASBA Bidders shall ensure that the Bids are submitted at the Bidding Centers only on ASBA Forms bearing
the stamp of a Designated Intermediary (except in case of electronic ASBA Forms) and ASBA Forms not bearing
such specified stamp maybe liable for rejection. UPI Bidders using UPI Mechanism, will be required to submit their
ASBA Forms, including details of their UPI IDs, with the Syndicate, Sub-Syndicate Member(s), Registered Brokers,
RTAs or CDPs. RIIs authorising an SCSB to block the Bid Amount in the ASBA Account may submit their ASBA
Forms with the SCSBs. Bidders, using the ASBA process to participate in the 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.
In order to ensure timely information to investors SCSBs are required to send SMS alerts to investors intimating them
about the Bid Amounts blocked/unblocked.

Since the Offer is made under Phase III (on a mandatory basis), ASBA Bidders may submit the ASBA Form in the
manner below:

(i) RIIs (other than UPI Bidders) may submit their ASBA Forms with SCSBs (physically or online, as applicable),
or online using the facility of linked online trading, demat and bank account (3 in 1 type accounts), provided
by certain brokers.
(ii) UPI Bidders may submit their ASBA Forms with the Syndicate, sub-Syndicate Member(s), Registered
Brokers, RTAs or CDPs, or online using the facility of linked online trading, demat and bank account (3 in 1
type accounts), provided by certain brokers.
(iii) QIBs and NIIs may submit their ASBA Forms with SCSBs, Syndicate, sub-Syndicate Member(s), Registered
Brokers, RTAs or CDPs.
The prescribed colour of the Bid cum Application Forms for various categories is as follows:

Colour of Bid cum

Category
Application Form*
Resident Indians, including resident QIBs, Non-Institutional Investors, UPI Bidders and
White
Eligible NRIs applying on a non-repatriation basis
Eligible NRIs, FPIs and registered bilateral and multilateral development financial institutions Blue
applying on a repatriation basis
Anchor Investors White
Eligible Employees Bidding in the Employee Reservation Portion Pink
*
Excluding electronic Bid cum Application Forms
Notes:
(i) Electronic Bid cum Application Forms and the Abridged Prospectus will also be available for download on the website of NSE
([Link]) and BSE ([Link]).
(ii) The Anchor Investor Application Forms shall be available at the offices of the BRLMs.
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 (iii) Bid cum Application Forms for Eligible Employees shall be available at the Registered and Corporate Office of our Company.

In case of ASBA Forms, the relevant Designated Intermediaries shall upload the relevant Bid details (including UPI
ID in case of ASBA Forms under the UPI Mechanism) in the electronic bidding system of the Stock Exchanges.
Designated Intermediaries (other than SCSBs) shall submit/deliver the ASBA Forms (except Bid cum Application
Forms submitted by UPI Bidders) to the respective SCSB, where the Bidder has a bank account and shall not submit
it to any non-SCSB bank or any Escrow Collection Bank(s). Pursuant to NSE circular dated July 22, 2022 with
reference no. 23/2022 and BSE circular dated July 22, 2022 with reference no. 20220722-30, has mandated that
Trading Members, Syndicate Member(s), RTA and Depository Participants shall submit Syndicate ASBA bids above
₹0.50 million and NII & QIB bids above ₹0.20 million through SCSBs only.

For UPI Bidders, the Stock Exchanges shall share the Bid details (including UPI ID) with the Sponsor Bank (s) on a
continuous basis to enable the Sponsor Bank(s) to initiate a UPI Mandate Request to such UPI Bidders for blocking
of funds. The Sponsor Bank(s) shall initiate request for blocking of funds through NPCI to UPI Bidders, who shall
accept the UPI Mandate Request for blocking of funds on their respective mobile applications associated with UPI
ID linked bank account. The NPCI shall maintain an audit trail for every Bid entered in the Stock Exchanges bidding
platform, and the liability to compensate UPI Bidders in case of failed transactions shall be with the concerned entity
(i.e., the Sponsor Bank(s), 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 Bank (s) and the
issuer bank. The Sponsor Bank(s) 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 investors, SCSBs shall send SMS alerts as specified
in SEBI ICDR Master Circular, SEBI 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 (to the extent not rescinded by the SEBI ICDR
Master Circular in relation to the SEBI ICDR Regulations).

Stock Exchanges shall validate the electronic bids with the records of the CDP for DP ID/Client ID and PAN, on a
real time basis through API integration and bring inconsistencies to the notice of the relevant Designated
Intermediaries, for rectification and re-submission within the time specified by Stock Exchanges. Stock Exchanges
shall allow modification of either DP ID/Client ID or PAN ID, bank code and location code in the Bid details already
uploaded.

In accordance with BSE Circular No: 20220803-40 and NSE Circular No: 25/2022, each dated August 3, 2022, for
all pending UPI Mandate Requests, the Sponsor Bank(s) 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 Bank(s) 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 Bank(s) 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 Bank(s) 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
Bank(s) on a continuous basis.

The Sponsor Banks and the issuer banks shall provide the audit trail to the Book Running Lead Managers for
analysing the same and fixing liability. For ensuring timely information to investors, SCSBs shall send SMS alerts as
specified in circulars prescribed by SEBI, from time to time.

The processing fees for applications made by the UPI Bidders using the UPI Mechanism may be released to the
SCSBs only after such SCSBs provide a written confirmation in compliance with the SEBI RTA Master Circular, in
a format prescribed by SEBI or applicable law.

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Pursuant to NSE circular dated August 3, 2022, the following is applicable to all initial public offers:

a. Cut-off time for acceptance of UPI Mandate shall be up to 5:00 pm on the initial public offer closure date and
existing process of UPI bid entry by Syndicate Member(s), registrars to the offer and depository participants
shall continue till further notice.
b. There shall be no T+1 mismatch modification session for PAN-DP mismatch and bank/ location code on T+1
day for already uploaded bids. The dedicated window provided for mismatch modification on T+1 day shall
be discontinued.
c. Bid entry and modification/ cancellation (if any) shall be allowed in parallel to the regular bidding period up
to 5:00 pm on the initial public offer closure day.
d. Exchanges shall display bid details of only successful ASBA blocked applications i.e. Application with latest
status as RC 100 – Block Request Accepted by Investor/ Client.

Participation by Promoters and members of the Promoter Group of the Company, the BRLMs, associates and
affiliates of the BRLMs and the Syndicate Member(s)

The BRLMs and the Syndicate Member(s) shall not be allowed to purchase/subscribe to the Equity Shares in this
Offer in any manner, except towards fulfilling their underwriting obligations. However, the respective associates and
affiliates of the BRLMs and the Syndicate Member(s) may purchase/subscribe to the Equity Shares in the Offer in
the QIB Portion or in the Non-Institutional Portion, as may be applicable to such Bidders, where the allocation is on
a proportionate basis and such subscription may be on their own account or on behalf of their clients. All categories
of investors, including respective associates or affiliates of the BRLMs and Syndicate Member(s), shall be treated
equally for the purpose of allocation to be made on a proportionate basis.

Neither the BRLMs or any associates of the BRLMs (except Mutual Funds sponsored by entities which are associates
of the BRLMs or insurance companies promoted by entities which are associate of BRLMs or AIFs sponsored by the
entities which are associate of the BRLMs or FPIs other than individuals, corporate bodies and family offices
sponsored by the entities which are associates of the BRLMs) 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 Manager” if: (i) either of
them controls, directly or indirectly through its subsidiary or holding company, not less than 15% of the voting rights
in the other; or (ii) either of them, directly or indirectly, by itself or in combination with other persons, exercises
control over the other; or (iii) there is a common director, excluding nominee director, amongst the Anchor Investors
and the BRLMs.

Further, 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 a Promoter or member of the Promoter Group of our Company.

Bids by Mutual Funds

With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate must be lodged along
with the Bid cum Application Form. Failing this, the Company reserves the right to reject any Bid without assigning
any reason thereof. Bids made by asset management companies or custodians of Mutual Funds shall specifically state
names of the concerned schemes for which such Bids are made.

In case of a Mutual Fund, a separate Bid may be made in respect of each scheme of a Mutual Fund registered with
the SEBI and such Bids in respect of more than one scheme of a Mutual Fund will not be treated as multiple Bids,
provided that such Bids clearly indicate the scheme concerned for which the Bid is submitted.

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No Mutual Fund scheme shall invest more than 10% of its net asset value in equity shares or equity related instruments
of any single company provided that the limit of 10% shall not be applicable for investments in case of index funds
or sector or industry specific scheme. No Mutual Fund under all its schemes should own more than 10% of any
company’s paid-up share capital carrying voting rights.

Bids by Eligible Non-Resident Indians

Eligible NRIs may obtain copies of Bid cum Application Form from the offices of the Designated Intermediaries.
Only Bids accompanied by payment in Indian Rupees or freely convertible foreign exchange will be considered for
Allotment. Eligible NRIs applying on a repatriation basis should authorise their respective SCSBs or confirm or
accept the UPI Mandate Request (in case of UPI Bidders) to block their Non-Resident External Accounts (“NRE
Account”) (including UPI ID, if activated), or Foreign Currency Non-Resident Accounts (“FCNR Account”), and
Eligible NRIs bidding on a non-repatriation basis by using Resident Forms should authorise their respective SCSBs
or confirm or accept the UPI Mandate Request (in case of UPI Bidders) to block their Non-Resident Ordinary
(“NRO”) accounts for the full Bid amount, at the time of submission of the Bid cum Application Form. NRIs applying
in the 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.

Eligible NRIs Bidding on a repatriation basis are advised to use the Bid cum Application Form meant for Non-
Residents (blue in colour). Eligible NRIs Bidding on non-repatriation basis are advised to use the Bid cum Application
Form for residents (white in colour). By way of Press Note 1 (2021 Series) dated March 19, 2021, issued by the
DPIIT, it has been clarified that an investment made by a NRI or an Indian entity which is owned and controlled by
NRIs on a non-repatriation basis, shall not be considered for calculation of indirect foreign investment.

Eligible NRIs will be permitted to apply in the Offer through Channel I or Channel II (as specified in the SEBI UPI
Circulars). Further, subject to applicable law, Eligible NRIs may use Channel IV (as specified in the SEBI UPI
Circulars) to apply in the Offer, provided the UPI facility is enabled for their NRE/NRO accounts.

Participation by Eligible NRIs in the Offer shall be subject to the FEMA Rules.

(a) In accordance with the FEMA Rules, the total holding by any individual NRI, on a repatriation basis, shall not
exceed 5% of the total paid-up equity capital on a fully diluted basis or shall not exceed 5% of the paid-up value
of each series of debentures or preference shares or share warrants issued by an Indian company and the total
holdings of all NRIs and OCIs put together shall not exceed 10% of the total paid-up equity capital on a fully
diluted basis or shall not exceed 10% of the paid-up value of each series of debentures or preference shares or
share warrant. Provided that the aggregate ceiling of 10% may be raised to 24% if a special resolution to that
effect is passed by the general body of the Indian company.

(b) For details, see “Restrictions on Foreign Ownership of Indian Securities” on page 507.

Bids by Hindu Undivided Families

Bids by Hindu Undivided Families or HUFs should be made in the individual name of the Karta. The Bidder/applicant
should specify that the Bid is being made in the name of the HUF in the Bid cum Application Form as follows: “Name
of sole or first Bidder/applicant: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the name of
the Karta”. Bids/applications by HUFs will be considered at par with Bids/applications from individuals.

Bids by Foreign Portfolio Investors

In terms of the SEBI FPI Regulations, investment in the Equity Shares by a single FPI or an investor group (which
means multiple entities registered as foreign portfolio investors and directly and indirectly having common ownership
of more than 50% or common control) must be below 10% of our post-Offer Equity Share capital on a fully diluted
basis. Further, in terms of the applicable FEMA Rules the total holding by each FPI or an investor group cannot
exceed 10% of the total paid-up Equity Share capital of our Company on a fully diluted basis, as applicable and the

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aggregate holdings of all the FPIs, including any other direct and indirect foreign investments in our Company, shall
not exceed 24% of the total paid-up Equity Share capital on a fully diluted basis, as applicable.

In case of Bids made by FPIs, a certified copy of the certificate of registration issued under the SEBI FPI Regulations
is required to be attached to the Bid cum Application Form, failing which our Company reserves the right to reject
any Bid without assigning any reason. FPIs who wish to participate in the Offer are advised to use the Bid cum
Application Form for Non-Residents (blue in colour).

FPIs are permitted to participate in the Offer subject to compliance with conditions and restrictions specified under
the FEMA Rules and as specified by the GoI from time to time.

In terms of applicable FEMA Rules and the SEBI FPI Regulations, investments by FPIs in the capital of an Indian
company is subject to certain limits, i.e. the individual holding of an FPI (including its investor group) is restricted to
below 10% of the total paid-up share capital of the company. In case the total holding of an FPI or investor group
increases beyond 10% of the total paid-up equity share capital of our Company, on a fully diluted basis or 10% or
more of the paid-up value of any series of debentures or preference shares or share warrants that may be issued by
our Company, the total investment made by the FPI or investor group will be re-classified as FDI subject to the
conditions as specified by SEBI and the RBI in this regard and our Company and the investor will be required to
comply with applicable reporting requirements. Further, the total holdings of all FPIs put together, with effect from
April 1, 2020, can be up to the sectoral cap applicable to the sector in which our Company operates (i.e., up to 100%).
In terms of the FEMA Rules, for calculating the aggregate holding of FPIs in a company, holding of all registered
FPIs shall be included. In terms of the FEMA Rules, for calculating the aggregate holding of FPIs in a company,
holding of all registered FPIs shall be included.

To ensure compliance with the above requirement, SEBI, pursuant to SEBI ICDR Master Circular and RTA Master
Circular, 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 is permitted 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 is required to ensure that the transfer of an offshore derivative instruments issued by or on behalf of it, is
subject to (a) the transfer being made to persons which fulfil the criteria provided under Regulation 21(1) of the SEBI
FPI Regulations (as mentioned above from points (a) to (d)); including the conditions to deal in overseas direct
instruments and (b) prior consent of the FPI is obtained for such transfer, except in cases, where the persons to whom
the offshore derivative instruments are to be transferred, are pre-approved by the FPI.

Bids received from FPIs bearing the same PAN shall be treated as multiple Bids and are liable to be rejected, except
for Bids from FPIs that utilize the multiple investment manager structure in accordance with the Operational
Guidelines for Foreign Portfolio Investors and Designated Depository Participants issued to facilitate implementation
of SEBI FPI Regulations (such structure referred to as “MIM Structure”), provided such Bids have been made with
different beneficiary account numbers, Client IDs and DP IDs.

Accordingly, it should be noted that multiple Bids received from FPIs, who do not utilize the MIM Structure, and
bear the same PAN, are liable to be rejected. In order to ensure valid Bids, FPIs making multiple Bids using the same

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PAN, and with different beneficiary account numbers, Client IDs and DP IDs, are required to provide a confirmation
in the Bid cum Application Forms that the relevant FPIs making multiple Bids utilize the MIM Structure. In the
absence of such confirmation from the relevant FPIs, such multiple Bids shall be rejected.

Participation of FPIs in the Offer shall be subject to the FEMA Rules.

Bids by Securities and Exchange Board of India registered Alternative Investment Funds and Venture
Capital Funds

The SEBI AIF Regulations prescribe, amongst others, the investment restrictions on AIFs. Post the repeal of the
Securities and Exchange Board of India (Venture Capital Funds) Regulations, 1996, the VCFs which have not re-
registered as an AIF under the SEBI AIF Regulations shall continue to be regulated by the SEBI (Venture Capital
Funds) Regulations, 1996 until the existing fund or scheme managed by the fund is wound up.

Category I and II AIFs cannot invest more than 25% of the corpus in one investee company. A category III AIF
cannot invest more than 10% of the corpus in one investee company. A VCF registered as a category I AIF, cannot
invest more than one-third of its investible funds, in the aggregate, in certain specified instruments, including by way
of subscription to an initial public offering of a venture capital undertaking. The holding in any company by any
individual VCF registered with SEBI should not exceed 25% of the corpus of the VCF. A VCF can invest only up to
33.33% of its investible funds, in the aggregate, in certain specified instruments, which includes subscription to an
initial public offering of a venture capital undertaking or an investee company (as defined under the SEBI AIF
Regulations).

Participation of AIFs and VCFs shall be subject to the FEMA Rules. For details, see “Restrictions on Foreign
Ownership of Indian Securities” on page 507.

All non-resident investors should note that refunds (in case of Anchor Investors), dividends and other
distributions, if any, will be payable in Indian Rupees only and net of bank charges and commission.

Our Company, each of the Promoter Selling Shareholders or the BRLMs shall 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, must be attached
to the Bid cum Application Form. Failing this, our Company, in consultation with the BRLMs, reserve the right to
reject any Bid without assigning any reason thereof.

Bids by banking companies

In case of Bids made by banking companies registered with RBI, certified copies of: (i) the certificate of
registration issued by RBI, and (ii) the approval of such banking company’s investment committee is required to be
attached to the Bid cum Application Form, failing which our Company, in consultation with the BRLMs reserves
the right to reject any Bid without assigning any reason thereof, subject to applicable law.

The investment limit for banking companies in non-financial services companies as per the Banking Regulation Act,
1949 (the “Banking Regulation Act”), and Master Direction – Reserve Bank of India (Financial Services provided by
Banks) Directions, 2016 is 10% of the paid-up share capital of the investee company or 10% of the bank’s own paid-
up share capital and reserves, whichever is less. Further, the aggregate investment in subsidiaries and other entities
engaged in financial and non-financial services company cannot exceed 20% of the bank’s paid-up share capital and
reserves. A banking company may hold up to 30% of the paid-up share capital of the investee company with the prior
approval of the RBI, provided that the investee company is engaged in non-financial activities in which banking
companies are permitted to engage under the Banking Regulation Act or the additional acquisition is through

493
restructuring of debt/corporate debt restructuring/strategic debt restructuring, or to protect the bank’s interest on
loans/investments made to a company. The bank is required to submit a time-bound action plan for disposal of such
shares within a specified period to the RBI. A banking company would require a prior approval of the RBI to make
investment in excess of 30% of the paid-up share capital of the investee company, investment in a subsidiary and a
financial services company that is not a subsidiary (with certain exceptions prescribed), and investment in a non-
financial services company in excess of 10% of such investee company’s paid-up share capital as stated in the Reserve
Bank of India (Financial Services provided by Banks) Directions, 2016, as amended. Bids by banking companies
should not exceed the investment limits prescribed for them under the applicable laws.

Bids by Self Certified Syndicate Banks

SCSBs participating in the Offer are required to comply with the terms of the SEBI ICDR Master Circular and circulars
bearing no. CIR/CFD/DIL/12/2012 and CIR/CFD/DIL/1/2013, dated September 13, 2012 and January 2, 2013,
respectively, issued by the SEBI each to the extent not rescinded by the SEBI ICDR Master Circular in relation to
the SEBI ICDR Regulations. Such SCSBs are required to ensure that for making applications on their own account
using ASBA, they should have a separate account in their own name with any other SEBI registered SCSBs. Further,
such account shall be used solely for the purpose of making application in public issues and clear demarcated funds
should be available in such account for such Bids.

Bids by insurance companies

In case of Bids made by insurance companies registered with the IRDAI, a certified copy of certificate of registration
issued by IRDAI must be attached to the Bid cum Application Form. Failing this, the Company, in consultation with
BRLMs, reserve the right to reject any Bid without assigning any reason thereof.

The exposure norms for insurers, prescribed under the Insurance Regulatory and Development Authority (Investment)
Regulations, 2016 (“IRDA Investment Regulations”) based on the investments in the equity shares of a company,
the entire group of the investee company and the industry sector in which the investee company operates. Bidders are
advised to refer to the IRDA Investment Regulations for specific investment limits applicable to them and shall
comply with all applicable regulations, guidelines and circulars issued by IRDAI from time to time.

Bids by Systemically Important Non-Banking Financial Companies

In case of Bids made by NBFC-SI, a certified copy of the certificate of registration issued by the RBI, a certified copy
of its last audited financial statements on a standalone basis and a net worth certificate from its statutory auditor(s)
and such other approvals as may be required by the NBFC – SI, must be attached to the Bid-cum Application Form.
Failing this, our Company, in consultation with the BRLMs reserves the right to reject any Bid, without assigning
any reason thereof. NBFC-SI participating in the Offer shall comply with all applicable regulations, guidelines and
circulars issued by RBI from time to time.

The investment limit for NBFC – SI shall be prescribed by RBI from time to time.

Bids under power of attorney

In case of Bids made pursuant to a power of attorney by limited companies, corporate bodies, registered societies,
Eligible FPIs, AIFs, Mutual Funds, insurance companies, NBFC-SI, insurance funds set up by the army, navy or air
force of the India, insurance funds set up by the Department of Posts, India or the National Investment Fund and
provident funds with a minimum corpus of ₹250.00 million (subject to applicable laws) and pension funds with a
minimum corpus of ₹250.00 million, a certified copy of the power of attorney or the relevant resolution or authority, as
the case may be, along with a certified copy of the memorandum of association and articles of association and/or
bye laws must be lodged along with the Bid cum Application Form. Failing this, our Company, in consultation with
the BRLMs, reserve the right to accept or reject any Bid in whole or in part, in either case, without assigning any
reason thereof.

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Our Company in consultation with the BRLMs, in their absolute discretion, reserve the right to relax the above
condition of simultaneous lodging of the power of attorney along with the Bid cum Application Form, subject to such
terms and conditions that our Company in consultation with the BRLMs, may deem fit.

Bids by provident funds/pension funds

In case of Bids made by provident funds/pension funds, with minimum corpus of ₹250.00 million, subject to
applicable laws, a certified copy of certificate from a chartered accountant certifying the corpus of the provident fund/
pension fund must be attached to the Bid cum Application Form. Failing this, our Company, in consultation with the
BRLMs, reserves the right to reject any Bid, without assigning any reason therefor.

Bids by Anchor Investors

In accordance with the SEBI Regulations, the key terms for participation by Anchor Investors are provided below:

1) Anchor Investor Application Forms will be made available for the Anchor Investor Portion at the offices of the
Book Running Lead Managers.

2) The Bid must be for a minimum of such number of Equity Shares so that the Bid Amount exceeds ₹100.00
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 ₹100.00
million.

3) One-third of the Anchor Investor Portion will be reserved for allocation to domestic Mutual Funds.

4) Bidding for Anchor Investors will open one Working Day before the Bid/ Offer Opening Date and will be
completed on the same day.

5) Our Company in consultation with the Book Running Lead Managers will finalize allocation to the Anchor
Investors on a discretionary basis, provided that the minimum number of Allottees in the Anchor Investor Portion
will not be less than: (a) maximum of two Anchor Investors, where allocation under the Anchor Investor Portion
is up to ₹100.00 million; (b) minimum of two and maximum of 15 Anchor Investors, where the allocation under
the Anchor Investor Portion is more than ₹100.00 million but up to ₹2,500.00 million, subject to a minimum
Allotment of ₹50 million per Anchor Investor; and (c) in case of allocation above ₹2,500.00 million under the
Anchor Investor Portion, a minimum of five such investors and a maximum of 15 Anchor Investors for allocation
up to ₹2,500.00 million, and an additional 10 Anchor Investors for every additional ₹2,500.00 million, subject
to minimum allotment of ₹50.00 million per Anchor Investor.

6) Allocation to Anchor Investors will be completed on the Anchor Investor Bidding Date. The number of Equity
Shares allocated to Anchor Investors and the price at which the allocation will be made available in the public
domain by the Book Running Lead Managers before the Bid/ Offer Opening Date, through intimation to the
Stock Exchanges.

7) Anchor Investors cannot withdraw or lower the size of their Bids at any stage after submission of the Bid.

8) If the Offer Price is greater than the Anchor Investor Allocation Price, the additional amount being the difference
between the Offer Price and the Anchor Investor Allocation Price will be payable by the Anchor Investors on the
Anchor Investor Pay-In Date specified in the CAN. If the Offer Price is lower than the Anchor Investor Allocation
Price, Allotment to successful Anchor Investors will be at the higher price, i.e., the Anchor Investor Offer Price
and the difference amount shall not be refunded to the Anchor Investors.

9) Any Equity Shares Allotted to Anchor Investors in the Anchor Investor Portion shall be locked in the following
manner: there shall be a lock-in of 90 days on 50% of the Equity Shares Allotted to each of the Anchor Investors

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 from the date of Allotment, and a lock-in of 30 days on the remaining 50% of the Equity Shares Allotted to each
of the Anchor Investors from the date of Allotment.

10) Neither (a) the Book Running Lead Managers (s) or any associate of the Book Running Lead Managers (other
than mutual funds sponsored by entities which are associate of the Book Running Lead Managers or insurance
companies promoted by entities which are associate of the Book Running Lead Managers or Alternate Investment
Funds (AIFs) sponsored by the entities which are associates of the Book Running Lead Managers or FPIs, other
than individuals, corporate bodies and family offices, sponsored by the entities which are associate of the Book
Running Lead Managers) nor (b) the Promoter, Promoter Group or any person related to the Promoter or
members of the Promoter Group shall apply under the Anchor Investors category.

11) Bids made by QIBs under both the Anchor Investor Portion and the QIB Portion will not be considered multiple
Bids.

For more information, please read the General Information Document.

Bids by Eligible Employees

Bids under Employee Reservation Portion by Eligible Employees shall be:

(a) Made only in the prescribed Bid cum Application Form or Revision Form (i.e. pink colour form).

(b) The Bid must be for a minimum of [•] Equity Shares and in multiples of [•] Equity Shares thereafter so as to
ensure that the Bid Amount payable by the Eligible Employee does not exceed ₹0.50 million. However, a Bid
by an Eligible Employee in the Employee Reservation Portion will be considered for allocation, in the first
instance, for a Bid 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,
provided however that the maximum Bid in this category by an Eligible Employee cannot exceed ₹ 0.50 million
(which will be less Employee Discount).

(c) Eligible Employees should mention their employee number at the relevant place in the Bid cum Application
Form.

(d) Only Eligible Employees (as defined in this Red Herring Prospectus) would be eligible to apply in this Offer
under the Employee Reservation Portion.

(e) Bids by Eligible Employees in the Employee Reservation Portion and in the Net Offer portion shall not be
treated as multiple Bids. Our Company reserves the right to reject, in its absolute discretion, all or any multiple
Bids in any or all categories.

(f) Only those Bids, which are received at or above the Offer Price net of Employee Discount, if any, would be
considered for Allotment under this category.

(g) Eligible Employees can apply at Cut-off Price.

(h) In case of joint bids, the First Bidder shall be an Eligible Employee.

(i) If the aggregate demand in this category is less than or equal to [•] Equity Shares at or above the Offer Price,
full allocation shall be made to the Eligible Employees to the extent of their demand.

(j) Eligible Employees Eligible Employees bidding in the Employee Reservation Portion may Bid either through
the UPI mechanism or ASBA (including syndicate ASBA) as per the SEBI ICDR Master Circular and SEBI

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 circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022 (to the extent not rescinded by the SEBI
ICDR Master Circular in relation to the SEBI ICDR Regulations).

In case of under-subscription in the Net Offer, spill over to the extent of under-subscription shall be permitted from
the Employee Reservation Portion subject to the Net Offer constituting [•]% of the post-Offer share capital of our
Company. If the aggregate demand in this category is greater than [•] Equity Shares at or above the Offer Price, the
allocation shall be made on a proportionate basis.

The above information is given for the benefit of the Bidders. Our Company, the Promoter Selling
Shareholders and the Book Running Lead Managers are not liable for any amendments or modifications or
changes in applicable laws or regulations, which may occur after the date of the Red Herring Prospectus, when
filed. Bidders are advised to make their independent investigations and ensure that any single Bid from them
does not exceed the applicable investment limits or maximum number of the Equity Shares that can be held by
them under applicable laws or regulation and as specified in this Red Herring Prospectus and the Prospectus
when filed.

In accordance with RBI regulations, OCBs cannot participate in the Offer.

Information for Bidders

The relevant Designated Intermediary will enter a maximum of three Bids at different price levels opted in the Bid
cum Application Form and such options are not considered as multiple Bids. It is the Bidder’s responsibility to obtain
the acknowledgment slip from the relevant Designated Intermediary. The registration of the Bid by the Designated
Intermediary does not guarantee that the Equity Shares shall be allocated/Allotted. Such Acknowledgement Slip will
be non-negotiable and by itself will not create any obligation of any kind. When a Bidder revises his or her Bid, he
/she shall surrender the earlier Acknowledgement Slip and may request for a revised acknowledgment slip from the
relevant Designated Intermediary as proof of his or her having revised the previous Bid.

In relation to electronic registration of Bids, the permission given by the Stock Exchanges to use their network and
software of the electronic bidding system should not in any way be deemed or construed to mean that the compliance
with various statutory and other requirements by our Company and/or the 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 this Red Herring 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, 2013, our Company will, after filing the Red Herring Prospectus with
the RoC and at least two Working Days prior to the Bid/Offer Opening Date, publish 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, all editions of Jansatta, a Hindi national daily newspaper and Bangalore edition of Vishwavani, a
Kannada daily newspaper (Kannada being the regional language of Karnataka, where our Registered and Corporate
Office is located), each with wide circulation. This advertisement, subject to the provisions of Section 30 of the
Companies Act, 2013, shall be in the format prescribed in Part A of Schedule X of the SEBI ICDR Regulations.
Further, such pre-Offer and Price Band advertisements shall be made in the same newspapers in which the public
announcement under Regulation 26 (2) of the SEBI ICDR Regulations was published.

Allotment Advertisement

Our Company, the Book Running Lead Managers and the Registrar to the Offer shall publish an allotment
advertisement before commencement of trading, disclosing the date of commencement of trading in all editions of
The Financial Express, an English national daily newspaper, all editions of Jansatta, a Hindi national daily newspaper
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and Bangalore edition of Vishwavani, a Kannada daily newspaper (Kannada being the regional language of
Karnataka, where our Registered and Corporate Office is located), each with wide circulation.

Signing of the Underwriting Agreement and the RoC Filing

(a) Our Company, the Promoter Selling Shareholders and the Underwriters, prior to the filing of the Prospectus with
the RoC, as applicable, and in accordance with the nature of underwriting which is determined in accordance
with Regulation 40(3) of SEBI ICDR Regulations, will enter into an Underwriting Agreement with the
Underwriters for the Equity Shares proposed to be offered through the Offer.

(b) The Prospectus will contain details of the Offer Price, the Anchor Investor Offer Price, Offer size, and
underwriting arrangements and will be complete in all material respects.

General Instructions

Please note that QIBs and Non-Institutional Investors are not permitted to withdraw their Bid(s) or lower the size of
their Bid(s) (in terms of quantity of Equity Shares or the Bid Amount) at any stage. RIIs and Eligible Employees
Bidding in the Employee Reservation Portion can revise their Bid(s) during the Bid/ Offer Period and withdraw
their Bid(s) until Bid/ Offer Closing Date. Anchor Investors are not allowed to withdraw or lower the size of their
Bids after the Anchor Investor Bidding Date.

Do’s:

(A) Check if you are eligible to apply as per the terms of this Red Herring Prospectus and under applicable law,
rules, regulations, guidelines and approvals;

(B) Ensure that you have Bid within the Price Band;

(C) Ensure that the PAN is linked with Aadhar in compliance with the circular no. 7 of 2022 dated March 30, 2022
issued by the Central Bureau of Direct Taxes;

(D) Ensure that you have mentioned the correct ASBA Account number (for all Bidders other than UPI Bidders)
in the Bid cum Application Form (with maximum length of 45 characters. Further, UPI Bidders must
mention their UPI ID (with maximum length of 45 characters including the handle), in the Bid cum Application
Form;

(E) UPI Bidders through the SCSBs and mobile applications shall ensure that the name of the bank appears in the
list of SCSBs which are live on UPI, as displayed on the SEBI website. UPI Bidders shall ensure that the
name of the app and the UPI handle which is used for making the application appears in Annexure ‘A’ to
the SEBI circular no. SEBI/HO/CFD/DIL2/COR/P/2019/85 dated July 26, 2019;

(F) UPI Bidders Bidding using the UPI Mechanism in the Offer shall ensure that they use only their own ASBA
Account or only their own bank account linked UPI ID to make an application in the Offer and not ASBA
Account or bank account linked UPI ID of any third party;

(G) Read all the instructions carefully and complete the Bid cum Application Form in the prescribed form;

(H) Ensure that the details about the PAN, DP ID, Client ID and UPI ID (where applicable) are correct and the
Bidders depository account is active, as Allotment of the Equity Shares will be in dematerialized form only;

(I) Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is submitted to the
Designated Intermediary at the Bidding Center within the prescribed time;

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(J) 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;

(K) If the first Bidder is not the ASBA Account holder (or the UPI-linked bank account holder, as the case may
be), ensure that the Bid cum Application Form is signed by the ASBA Account holder (or the UPI- linked bank
account holder, as the case may be);

(L) All Bidders (other than Anchor Investors) should submit their Bids through the ASBA process only;

(M) Ensure that the name(s) given in the Bid cum Application Form is/are exactly the same as the name(s) in
which the beneficiary account is held with the Depository Participant. In case of joint Bids, the Bid cum
Application Form should contain only the name of the First Bidder whose name should also appear as the first
holder of the beneficiary account held in joint names;

(N) Ensure that you request for and receive a stamped acknowledgement in the form of a counterfoil or by
specifying the application number for all your Bid options as proof of registration of the Bid cum
Application Form from the concerned Designated Intermediary;

(O) 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;

(P) Ensure that you submit revised Bids to the same Designated Intermediary, through whom the original Bid
was placed and obtain a revised acknowledgment;

(Q) Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the courts,
who, in terms of a SEBI circular dated June 30, 2008, may be exempt from specifying their PAN for transacting
in the securities market, (ii) Bids by persons resident in the state of Sikkim, who, in terms of a SEBI circular
dated July 20, 2006, may be exempted from specifying their PAN for transacting in the securities market, and
(iii) any other category of Bidders, including without limitation, multilateral/ bilateral institutions, which may
be exempted from specifying their PAN for transacting in the securities market, all Bidders should mention
their PAN allotted under the IT Act. The exemption for the Central or the State Government and officials
appointed by the courts and for investors residing in the State of Sikkim is subject to (a) the Demographic
Details received from the respective depositories confirming the exemption granted to the beneficiary owner
by a suitable description in the PAN field and the beneficiary account remaining in “active status”; and (b)
in the case of residents of Sikkim, the address as per the Demographic Details evidencing the same. All
other applications in which PAN is not mentioned will be rejected;

(R) Ensure that the Demographic Details are updated, true and correct in all respects;

(S) 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;

(T) 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;

(U) Ensure that in case of Bids under power of attorney or by limited companies, corporates, trust etc., relevant
documents, including a copy of the power of attorney, are submitted;

(V) Ensure that Bids submitted by any person outside India should be in compliance with applicable foreign and
Indian laws;

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(W) Bidders (except UPI Bidders) should instruct their respective banks to release the funds blocked in the ASBA
Account under the ASBA process. UPI Bidders, should ensure that they approve the UPI Mandate Request
generated by the Sponsor Bank(s) prior to 5:00 pm of the Bid / Offer Closing Date;

(X) 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;

(Y) Ensure that you have correctly signed the authorization /undertaking box in the Bid cum Application Form,
or have otherwise provided an authorization to the SCSB or the Sponsor Bank(s), 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;

(Z) UPI Bidders shall ensure that details of the Bid are reviewed and verified by opening the attachment in the
UPI Mandate Request and then proceed to authorise the UPI Mandate Request using his/her UPI PIN. Upon
the authorization of the mandate using his/her UPI PIN, the UPI Bidder shall be deemed to have verified
the attachment containing the application details of the UPI Bidders in the UPI Mandate Request and have
agreed to block the entire Bid Amount and authorized the Sponsor Bank(s) to issue a request to block the Bid
Amount mentioned in the Bid Cum Application Form in his/her ASBA Account;

(AA) 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;

(BB) UPI Bidders should mention valid UPI ID of only the Bidder (in case of single account) and of the first
Bidder (in case of joint account) in the Bid cum Application Form;

(CC) UPI Bidders, who have revised their Bids subsequent to making the initial Bid, should also approve the revised
UPI Mandate Request generated by the Sponsor Bank(s) 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.

(DD) The ASBA bidders shall ensure that bids above ₹0.50 million, are uploaded only by the SCSBs;

(EE) Ensure that Anchor Investors submit their Bid cum Application Forms only to the BRLMs; and

(FF) Ensure that the Bid cum Application Forms are delivered by the Bidders within the time prescribed as per the
Bid cum Application Form and the Red Herring Prospectus. Application made using incorrect UPI handle or
using a bank account of an SCSB or SCSBs which is not mentioned on the website of the SEBI, is liable to be
rejected. The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not
complied with. Application made using incorrect UPI handle or using a bank account of an SCSB or SCSBs
which is not mentioned in the Annexure ‘A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85
dated July 26, 2019 is liable to be rejected.

Don’ts:

(A) Do not Bid for lower than the minimum Bid size;

(B) Do not Bid/revise Bid Amount to less than the Floor Price or higher than the Cap Price;

(C) Do not Bid on another Bid cum Application Form after you have submitted a Bid to a Designated
Intermediary;

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(D) Do not pay the Bid Amount in cash, by money order, cheques or demand drafts or by postal order or by stock
invest;

(E) Do not send Bid cum Application Forms by post; instead submit the same to the Designated Intermediary only;

(F) Anchor Investors should not Bid through the ASBA process;

(G) Do not submit the Bid cum Application Forms to any non-SCSB bank or to our Company or at a location other
than the Bidding Centers;

(H) Do not Bid on a physical Bid cum Application Form that does not have the stamp of the relevant
Designated Intermediary;

(I) Do not Bid at Cut-off Price (for Bids by QIBs and Non-Institutional Investors);

(J) Do not fill up the Bid cum Application Form such that the Equity Shares Bid for exceeds the 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 this
Red Herring Prospectus;

(K) Do not submit your Bid after 3.00 pm on the Bid/Offer Closing Date;

(L) If you are a QIB, do not submit your Bid after 3.00 p.m. on the QIB Bid/Offer Closing Date;

(M) Do not Bid for a Bid Amount exceeding ₹0.50 million (for Bids by UPI Bidders);

(N) Do not Bid for a Bid Amount exceeding ₹0.20 million (for Bids by Retail Individual Investors) and ₹0.50
million (net of Employee Discount) for Bids by Eligible Employees Bidding in the Employee Reservation
Portion;

(O) Do not submit the General Index Register (GIR) number instead of the PAN;

(P) Do not submit Bids to a Designated Intermediary at a location other than at the relevant Bidding Centers. If
you are UPI Bidder and are using UPI mechanism, do not submit the ASBA Form directly with SCSBs;

(Q) 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;

(R) Do not instruct your respective banks to release the funds blocked in the ASBA Account under the ASBA
process;

(S) Do not submit the Bid without ensuring that funds equivalent to the entire Bid Amount are available for
blocking in the relevant ASBA Account or in the case of UPI Bidders, in the UPI-linked bank account where
funds for making the Bid are available;

(T) Do not withdraw your Bid or lower the size of your Bid (in terms of quantity of the Equity Shares or the Bid
Amount) at any stage, if you are a QIB or a Non-Institutional Investor;

(U) 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;

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(V) Do not link the UPI ID with a bank account maintained with a bank that is not UPI 2.0 certified by the NPCI
in case of Bids submitted by UPI Bidders;

(W) 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;

(X) 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);

(Y) Do not submit a Bid/revise a Bid Amount, with a price less than the Floor Price or higher than the Cap Price;

(Z) Do not submit more than one Bid cum Application Form per ASBA Account;

(AA) Do not submit a Bid using UPI ID, if you are not a UPI Bidder;

(BB) 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);

(CC) Do not Bid if you are an OCB;

(DD) Do not Bid for Equity Shares in excess of what is specified for each category; and

(EE) In case of ASBA Bidders (other than 3 in 1 Bids) Syndicate Member(s) shall ensure that they do not upload
any bids above ₹0.50 million.

For helpline details of the Book Running Lead Managers pursuant to the SEBI ICDR Master Circular and circular
bearing reference number SEBI/[Link].DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 (to the extent not
rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations), see “General Information”
on page 86.

The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied
with.

Further, in case of any pre-Offer or post Offer related issues regarding share certificates/demat credit/refund
orders/unblocking etc., investors shall reach out to our Company Secretary and Compliance Officer. For details of
Company Secretary and Compliance Officer, see “General Information” on page 86.

For details of grounds for technical rejections of a Bid cum Application Form, see the General Information Document.

Names of entities responsible for finalising the basis of allotment in a fair and proper manner

The authorised employees of the Stock Exchanges, along with the 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 Securities and Exchange Board of India from time to time

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Our Company will not make any Allotment in excess of the Equity Shares through the Offer 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 Investors, Non-Institutional
Investors and Anchor Investors shall be on a proportionate basis within the respective investor categories and the
number of securities Allotted shall be rounded off to the nearest integer, subject to minimum Allotment being equal
to the minimum application size as determined and disclosed.

The allotment of Equity Shares to each Retail Individual Investor shall not be less than the minimum bid lot,
subject to the availability of shares in Retail Individual Investor Portion, and the remaining available shares, if any,
shall be allotted on a proportionate basis.

The Allotment to each Non-Institutional Investor shall not be less than the minimum application size, subject to the
availability of Equity Shares in the Non-Institutional Portion, and the remaining Equity Shares, if any, shall be allotted
on a proportionate basis, which shall be subject to the following, and in accordance with the SEBI ICDR Regulations:
(i) one-third of the portion available to Non-Institutional Investors shall be reserved for applicants 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 Investors shall be reserved for applicants with application size of more than ₹ 1.00 million, provided that
the unsubscribed portion in either of the aforementioned sub-categories may be allocated to applicants in the other
sub-category of Non-Institutional Investors

Payment into Escrow Account(s) for Anchor Investors

Our Company in consultation with the BRLMs, in their absolute discretion, will decide the list of Anchor Investors
to whom the CAN will be sent, pursuant to which the details of the Equity Shares allocated to them in their
respective names will be notified to such Anchor Investors. Anchor Investors are not permitted to Bid in the Offer
through the ASBA process. Instead, Anchor Investors should transfer the Bid Amount (through direct credit, RTGS,
NACH or NEFT). For Anchor Investors, the payment instruments for payment into the Escrow Accounts should be
drawn in favour of:

(a) In case of resident Anchor Investors: “INDIQUBE SPACES LIMITED ANCHOR A/C RESIDENTIAL ”

(b) In case of non-resident Anchor Investors: “INDIQUBE SPACES LIMITED ANCHOR A/C NON-
RESIDENTIAL ”

Anchor Investors should note that the escrow mechanism is not prescribed by SEBI and has been established as an
arrangement between our Company, the Promoter Selling Shareholders, the Syndicate, the Bankers to the Offer and
the Registrar to the Offer to facilitate collection of Bid Amounts from Anchor Investors.

Undertakings by our Company

Our Company undertakes the following:

(A) the complaints received in respect of the Offer shall be attended to by our Company expeditiously and
satisfactorily;

(B) if Allotment is not made, refunds are not made to the Bidders or listing and trading approvals are not obtained
within the prescribed time period under applicable law, the entire subscription amount received will be
refunded/unblocked within the time prescribed under applicable law. If there is delay beyond the prescribed
time, our Company shall pay interest prescribed under the Companies Act, the SEBI ICDR Regulations and
applicable law for the delayed period;
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(C) that all steps will be taken for completion of the necessary formalities for listing and commencement of trading
at all the Stock Exchanges where the Equity Shares are proposed to be listed within three Working Days of the
Bid/Offer Closing Date or such other timeline as may be prescribed by SEBI;

(D) that funds required for making refunds to unsuccessful Bidders as per the mode(s) disclosed shall be made
available to the Registrar to the Offer by the Company;

(E) that where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable
communication shall be sent to the unsuccessful Bidder within three Working Days from the Bid/ Offer
Closing Date, or such time period as specified by SEBI, giving details of the bank where the refunds shall be
credited along with the amount and the expected date of electronic credit of refund;

(F) that the promoters’ contribution in full, wherever required, shall be brought in advance before the issue 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 in these regulations;

(G) the decisions with respect to the Price Band and the Minimum Bid lot as applicable, revision of Price Band,
Offer Price, will be taken by our Company, in consultation with the BRLMs.

(H) that if our Company or the Promoter Selling Shareholder do not proceed with the Offer after the Bid/Offer
Closing Date but prior to Allotment, the reason thereof shall be given by our Company as a public notice
within two days of the Bid/Offer Closing Date. The public notice shall be issued in the same newspapers where
the pre-Offer advertisements were published. The Stock Exchanges shall be informed promptly;

(I) 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 DRHP with SEBI, in the event our Company or the Promoter Selling
Shareholder subsequently decide to proceed with the Offer;

(J) no further issue of Equity Shares shall be made until the Equity Shares offered through this Red Herring
Prospectus are listed or until the Bid monies are refunded/ unblocked in the ASBA Accounts on account of
non-listing, under-subscription etc.; and

(K) that adequate arrangements shall be made to collect all Bid cum Application Forms submitted by Bidders and
Anchor Investor Application Forms from Anchor Investor.

Undertakings by the Promoter Selling Shareholders

Each of the Promoter Selling Shareholders undertakes the following, severally and not jointly, in respect of
themselves as a Selling Shareholder and their respective portion of Offered Shares, that:

(A) His/ her respective portion of the Offered Shares are eligible for being offered in the Offer for Sale in terms of
Regulation 8 and 8A of the SEBI ICDR Regulations;

(B) He / She is the legal and beneficial owners of his / her respective portion of the Offered Shares and holds clear
and marketable title to his/her respective portion of the Offered Shares, and such Offered Shares have been
acquired and are held by him /her in full compliance with Applicable Law;

504
(C) His/ her respective portion of the Offered Shares are in dematerialized form as of the date of this Agreement
and shall continue to be held in dematerialized form thereafter.

(D) He /she are not debarred or prohibited from accessing the capital markets or debarred from buying, selling or
dealing in securities, under any order or direction passed by the SEBI or any other Governmental Authority;

(E) His/ her respective portion of the Offered Shares shall be transferred to an escrow demat account in
dematerialized form prior to the filing of the Red Herring Prospectus with the Registrar of Companies or
within such other time as required by the BRLMs, in accordance with the share escrow agreement to be entered
into by and among the Company, the share escrow agent and the Selling Shareholders;

(F) He / she shall not have recourse to the proceeds of the Offer for Sale until final approvals for listing and trading
of the Equity Shares from the Stock Exchanges have been received.

Only the statements and undertakings in relation to each of the Promoter Selling Shareholders and their respective
portion of the Offered Shares which are confirmed or undertaken by the Promoter Selling Shareholders in this Red
Herring Prospectus, shall be deemed to be “statements and undertakings made or confirmed” by such Promoter
Selling Shareholders. No other statement in this Red Herring Prospectus will be deemed to be “made or confirmed”
by a Promoter Selling Shareholder, even if such statement relates to such Promoter Selling Shareholder.

The filing of this Red Herring Prospectus also does not absolve the Promoter Selling Shareholders from any liabilities
to the extent of the statements specifically made or confirmed by themselves in respect of themselves and their
respective portion of the Offered Shares, under Section 34 or Section 36 of Companies Act, 2013.

Utilisation of Offer Proceeds

Each of the Promoter Selling Shareholders, severally and not jointly, and together with our Company declare 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.

Our Board certifies that:

(a) 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 Fresh Issue proceeds remains unutilised, under an appropriate head in the balance sheet
of our Company indicating the purpose for which such monies have been utilised; and

(b) 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

Our Company will not receive any proceeds of the Offer for Sale by the Promoter Selling Shareholders. Each of the
Promoter Selling Shareholders will be entitled to the respective proportion of the proceeds of the Offer for Sale after
deducting their portion of the Offer related expenses the relevant taxes thereon. For details of Offered Shares by each
Promoter Selling Shareholder, see “Other Regulatory and Statutory Disclosures” beginning on page 455.

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 –
505
(a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its
securities; or
(b) makes or abets making of multiple applications to a company in different names or in different combinations of
his name or surname for acquiring or subscribing for its securities; or
(c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to
any other person in a fictitious name, shall be liable for action under Section 447.”

The liability prescribed under Section 447 of the Companies Act, 2013 for fraud involving an amount of at least ₹1.00
million or one per cent of the turnover of the company, whichever is lower, includes imprisonment for a term which
shall 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 ₹1.00 million or one per cent
of the turnover of the company, whichever is lower, and does not involve public interest, any person guilty of such
fraud shall be punishable with imprisonment for a term which may extend to five years or with fine which may extend
to ₹5.00 million or with both.

506
 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES

Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the Government of India
and FEMA. While the Industrial Policy, 1991 prescribes the limits and the conditions subject to which foreign
investment can be made in different sectors of the Indian economy, FEMA regulates the precise manner in which
such investment may be made. Under the Industrial Policy, unless specifically restricted, foreign investment is freely
permitted in all sectors of the Indian economy up to any extent and without any prior approvals, but the foreign
investor is required to follow certain prescribed procedures for making such investment. The RBI and the concerned
ministries/departments are responsible for granting approval for foreign investment. The Government has from time
to time made policy pronouncements on foreign direct investment (“FDI”) through press notes and press releases.
The regulatory framework, over a period of time, thus, consists of acts, regulations, press notes, press releases, and
clarifications among other amendments. The Department for Promotion of Industry and Internal Trade, Ministry of
Commerce and Industry (formerly Department of Industrial Policy and Promotion), Government of India (“DPIIT”),
issued the Consolidated FDI Policy Circular of 2020 (“FDI Policy”), which, with effect from October 15, 2020,
subsumes and supersedes all press notes, press releases, clarifications, circulars issued by the DPIIT, which were in
force as on October 15, 2020. The FDI Policy will be valid until the DPIIT issues an updated circular. Bidders are
advised to make their independent investigations, seek independent legal advice about its ability to participate in the
Offer and ensure that the number of Equity Shares Bid for do not exceed the applicable limits under laws or
regulations.

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 foreign direct
investment policy and transfer does not attract the provisions of the SEBI Takeover Regulations; (ii) the non-resident
shareholding is within the sectoral limits under the FDI policy; and (iii) the pricing is in accordance with the guidelines
prescribed by the SEBI/RBI.

On October 17, 2019, Ministry of Finance, Department of Economic Affairs, had notified the FEMA Rules, which
had replaced the Foreign Exchange Management (Transfer and Issue of Security by a Person Resident Outside India)
Regulations 2017. Foreign investment in this Offer shall be on the basis of the FEMA Rules. Further, in accordance
with Press Note No. 3 (2020 Series), dated April 17, 2020 issued by the DPIIT and the Foreign Exchange Management
(Non-debt Instruments) Amendment Rules, 2020 which came into effect from April 22, 2020, any investment,
subscription, purchase or sale of equity instruments by entities of a country which shares land border with India or
where the beneficial owner of an investment into India is situated in or is a citizen of any such country, will require
prior approval of the Government, as prescribed in the Consolidated FDI Policy and the FEMA Rules. Further, in the
event of transfer of ownership of any existing or future 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. Pursuant to the Foreign Exchange
Management (Non-debt Instruments) (Fourth Amendment) Rules, 2020 issued on December 8, 2020, a multilateral
bank or fund, of which India is a member, shall not be treated as an entity of a particular country nor shall any country
be treated as the beneficial owner of the investments of such bank of fund in India. These investment restrictions shall
also apply to subscribers of offshore derivative instruments.

As per the FDI Policy and the FEMA Rules, the sectoral cap for foreign investment in companies engaged in the
sector that we operate in is up to 100% of the paid-up share capital of such company under the automatic route.

As per the existing policy of the Government of India, OCBs cannot participate in this Offer. For further details, see
“Offer Procedure” on page 484.

The Equity Shares offered in the Offer have not been and will not be registered under the U.S. Securities Act
or any state securities laws in the United States, and unless so registered, may not be offered or sold within the
United States, except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, the Equity Shares
are being offered and sold outside the United States in ‘offshore transactions’ in reliance on Regulation S under
the U.S. Securities Act and the applicable laws of the jurisdictions where such offers and sales are made.

507
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other
jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any such
jurisdiction, except in compliance with the applicable laws of such jurisdiction. The above information is given
for the benefit of the Bidders. Our Company, the Promoter Selling Shareholders and the BRLMs are not liable
for any amendments or modification or changes in applicable laws or regulations, which may occur after the
date of this Red Herring Prospectus.

508
SECTION VIII: DESCRIPTION OF EQUITY SHARES AND TERMS OF ARTICLES OF ASSOCIATION

THE COMPANIES ACT, 2013

COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF

*90INDIQUBE SPACES LIMITED

(Incorporated under the Companies Act, 2013)

Articles of Association would be presented in two parts, of which the first part shall conform to
requirements and directions provided by the Stock Exchanges, and shall contain such other articles as are
required by a public limited company under Companies Act, 2013, as amended (hereinafter referred to as
“Part A” of the Articles of Association) and the second part shall contain the extant Articles, which
comprise rights of Shareholders as contained in the SHA (as amended by the waiver cum amendment
agreement) (hereinafter referred to as “Part B” of the Articles of Association). Additionally, from the date
of listing of the Company’s equity shares on the Stock Exchanges, Part B shall automatically stand deleted
and shall not have any force and the provisions of the Part A shall automatically come in effect and be in
force, without any further corporate or other action by the Parties. It is clarified that, in case of any
inconsistency or contradiction, conflict or overlap between Part A and Part B of the Articles of Association,
the provisions of Part B of the Articles of Association shall prevail and be applicable until the date of listing
of the Company’s equity shares on the Stock Exchanges.

This set of Articles of Association has been approved pursuant to the provisions of Section 14 of the Companies
Act, 2013 and by a special resolution passed at the Extraordinary General Meeting of Indiqube Spaces Limited
(the “Company”) held on 16th November 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.

PART A

PRELIMINARY

1. The regulations contained in the Table marked ‘F’ in Schedule I to the Companies Act, 2013, as
amended from time to time, shall not apply to the Company, except in so far as the same are repeated,
contained or expressly made applicable in these Articles or by the said Act.

2. The regulations for the management of the Company and for the observance by the members thereto
and their representatives, shall, subject to any exercise of the statutory powers of the Company with
reference to the deletion or alteration of or addition to its regulations by resolution as prescribed or

* Altered by changing the name of the Company from ‘Innovent Spaces Private Limited’ to ‘Indiqube Spaces Private
Limited' pursuant to special resolution passed by the shareholders in the Extra-Ordinary General Meeting held on
09th October 2024
90
The Name of the Company has been changed from ‘Indiqube Spaces Private Limited’ to ‘Indiqube Spaces
Limited’ pursuant to Conversion from Private Limited Company to Public Limited Company vide Special resolution
passed in the Extra Ordinary General Meeting of the Company Held on 16th November 2024.
509
 permitted by the Companies Act, 2013, as amended from time to time, be such as are contained in these
Articles.

DEFINITIONS AND INTERPRETATION

3. In these Articles, the following words and expressions, unless repugnant to the subject, shall mean the
following:

“Act” means the Companies Act, 2013 or any statutory modification or re-enactment thereof for the
time being in force and the term shall be deemed to refer to the applicable section thereof which is
relatable to the relevant Article in which the said term appears in these Articles and any previous
company law, so far as may be applicable;“

Annual General Meeting” means the annual general meeting of the Company convened and held in
accordance with the Act;

“Articles of Association” or “Articles” mean these articles of association of the Company, as may be
altered from time to time in accordance with the Act;

“Board” or “Board of Directors” means the board of directors of the Company in office at applicable
times;

“Company” means Indiqube Spaces Limited, a company incorporated under the laws of India;

“Depository” means a depository, as defined in clause (e) of sub-section (1) of Section 2 of the
Depositories Act, 1996 and a company formed and registered under the Act and which has been granted
a certificate of registration under sub-section (1A) of Section 12 of the Securities and Exchange Board
of India Act, 1992;

“Director” means any director of the Company, including alternate directors, Independent Directors
and nominee directors appointed in accordance with and the provisions of these Articles;“Equity
Shares or Shares” means the issued, subscribed and fully paid-up equity shares of the Company of ₹
1 each;

“Exchange” means BSE Limited and the National Stock Exchange of India Limited;

“Extraordinary General Meeting” means an extraordinary general meeting of the Company

convened and held in accordance with the Act;

“General Meeting” means any duly convened meeting of the shareholders of the Company and any
adjournments thereof;

“Independent Director” shall have the same meaning as defined in the Act;

“IPO” means the initial public offering of the Equity Shares of the Company;

“Member” means the duly registered holder from time to time, of the shares of the Company and
includes the subscribers to the Memorandum of Association and in case of shares held by a Depository,
the beneficial owners whose names are recorded as such with the Depository;

“Memorandum” or “Memorandum of Association” means the memorandum of association of the

Company, as may be altered from time to time;
510
 “Office” means the registered office, for the time being, of the Company;

“Officer” shall have the meaning assigned thereto by the Act;

“Ordinary Resolution” shall have the meaning assigned thereto by the Act;

“Register of Members” means the register of members to be maintained pursuant to the provisions of
the Act and the register of beneficial owners pursuant to Section 11 of the Depositories Act, 1996, in
case of shares held in a Depository; and

“Special Resolution” shall have the meaning assigned thereto by the Act.

4. Except where the context requires otherwise, these Articles will be interpreted as follows:

(a) Unless the context otherwise requires, capitalized terms used in any part of this articles of
association, to the extent not inconsistent with the context thereof or otherwise defined herein,
shall have the same meaning as ascribed to such respective terms in the shareholders agreement
dated 18 April 2018, as amended.

(b) headings are for convenience only and shall not affect the construction or interpretation of any
provision of these Articles.

(c) where a word or phrase is defined, other parts of speech and grammatical forms and the cognate
variations of that word or phrase shall have corresponding meanings;

(d) words importing the singular shall include the plural and vice versa;

(e) all words (whether gender-specific or gender neutral) shall be deemed to include each of the
masculine, feminine and neuter genders;

(f) the expressions “hereof”, “herein” and similar expressions shall be construed as references to
these Articles as a whole and not limited to the particular Article in which the relevant
expression appears;

(g) the ejusdem generis (of the same kind) rule will not apply to the interpretation of these Articles.
Accordingly, include and including will be read without limitation;

(h) any reference to a person includes any individual, company, natural person, Hindu Undivided
Family, estate, firm, corporation, partnership (several or limited), society, proprietorship,
company, trust, association, joint venture, government (or agency or political subdivision
thereof) or other entity of any kind (individual or governmental Authority), whether or not
having separate legal personality. A reference to any person in these Articles shall, where the
context permits, include such person’s executors, administrators, heirs, legal representatives
and permitted successors and assigns;

(i) a reference to any document (including these Articles) is to that document as amended,
consolidated, supplemented, novated or replaced from time to time;

(j) 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 Ministry of Corporate
Affairs. The applicable provisions of the Companies Act, 1956 shall cease to have effect from
the date on which the corresponding provisions under the Companies Act, 2013 have been
511
 notified.

(k) a reference to a statute or statutory provision includes, to the extent applicable at any relevant
time:

(i) that statute or statutory provision as from time to time consolidated, modified, re-
enacted or replaced by any other statute or statutory provision; and

(ii) any subordinate legislation or regulation made under the relevant statute or statutory
provision.

(l) references to writing include any mode of reproducing words in a legible and non-transitory
form; and

(m) references to Rupees, Re., Rs., INR, ₹ are references to the lawful currency of India.

SHARE CAPITAL AND VARIATION OF RIGHTS

5. AUTHORISED SHARE CAPITAL

The authorized share capital of the Company shall be such amount, divided into such class(es),
denomination(s) and number of shares in the Company as stated in Clause V of the Memorandum of
Association, with power to increase or reduce such capital from time to time and power to divide the
shares in the capital for the time being into other classes and to attach thereto respectively such
preferential, convertible, deferred, qualified, or other special rights, privileges, conditions or restrictions
and to vary, modify or abrogate the same in such manner as may be determined by or in accordance
with the Articles of the Company, subject to the provisions of applicable law for the time being in force.

6. NEW CAPITAL PART OF THE EXISTING CAPITAL

Except so far as otherwise provided by the conditions of issue or by these Articles, 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.

7. KINDS OF SHARE CAPITAL

The Company may issue the following kinds of shares in accordance with these Articles, the Act and
other applicable laws:

(a) Equity share capital:

(i) with voting rights; and/or

(ii) with differential rights as to dividend, voting or otherwise in accordance with the Act;
and

(b) Preference share capital.

512
 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.

8. SHARES AT THE DISPOSAL OF THE DIRECTORS

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 shall be under the control of the Board of Directors who may
issue, allot or otherwise dispose of all or any of such shares to such persons, in such proportion and on
such terms and conditions and either at a premium or at par or (subject to the compliance with the
provision of section 53 of the Act) at a discount and at such time as they may from time to time think
fit and with the sanction of the Company in General Meeting give to any person the option or right to
call for any shares either at par or at a premium during such time and for such consideration as the
Board of Directors think fit. Provided that option or right to call of shares shall not be given to any
person or persons without the sanction of the Company in the General Meeting.

9. CONSIDERATION FOR ALLOTMENT

The Board of Directors may issue and allot shares of the Company as payment in full or in part, 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 the acquisition and/or 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 as fully paid up shares. However, the aforesaid shall be subject to the approval
of shareholders under the relevant provisions of the Act and Rules. However, the aforesaid shall be
subject to the approval of shareholders under the relevant provisions of the Act and Rules.

10. SUB-DIVISION, CONSOLIDATION AND CANCELLATION OF SHARE CERTIFICATE

Subject to the provisions of the Act, the Company in its General Meetings may, by an Ordinary
Resolution, from time to time:

(a) increase the share capital by such sum, to be divided into shares of such amount as it thinks
expedient;

(b) divide, sub-divide or consolidate its shares, or any of them, and the resolution whereby any
share is sub-divided, may determine that as between the holders of the shares resulting from
such sub-division one or more of such shares have some preference or special advantage in
relation to dividend, capital or otherwise as compared with the others;

(c) cancel shares which at the date of such General Meeting 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;

(d) consolidate and divide all or any of its share capital into shares of larger amount than its
existing shares; provided that any consolidation and division which results in changes in the
voting percentage of Members shall require applicable approvals under the Act; and

(e) convert all or any of its fully paid-up shares into stock, and reconvert that stock into fully paid-
up shares of any denomination.

11. FURTHER ISSUE OF SHARES

513
(1) Where at any time the Board or the Company, as the case may be, propose to increase the
subscribed capital by the issue of further shares then such shares shall be offered, subject to
the provisions of section 62 of the Act, and the rules made thereunder:

(A)

(i) To the persons who at the date of the offer are holders of the 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 conditions
mentioned in (ii) to (iv) below;
(ii) The offer aforesaid shall be made by notice specifying the number of shares offered
and limiting a time not being less than fifteen days or such lesser number of days as
may be prescribed under the Act or the rules made thereunder, or other applicable
Indian law and not exceeding thirty days from the date of the offer, within which
the offer if not accepted, shall be deemed to have been declined.

Provided that the notice shall be dispatched through registered post or speed post or through
electronic mode or courier or any other mode having proof of delivery to all the existing
shareholders at least three days before the opening of the issue;

(iii) 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 favor of any
other person and the notice referred to in sub-clause(ii)shall contain a statement of
this right;

(iv) After the expiry of time specified in the notice aforesaid or on receipt of earlier
intimation from the person to whom such notice is given that the person declines to
accept the shares offered, the Board of Directors may dispose of them in such
manner which is not disadvantageous to the Members and the Company;

(B) to employees under any scheme of employees’ stock option subject to Special
Resolution passed by the shareholders of the Company and subject to the rules and
such other conditions, as may be prescribed under applicable law; or

(C) to any person(s), if it is authorised by a Special Resolution, whether or not those

persons include the persons referred to in clause (A) or clause (B) above either for
cash or for a consideration other than cash, if the price of such shares is determined
by the valuation report of a registered valuer subject to compliance with the applicable
conditions of Chapter III of the Act and any other conditions as may be prescribed
under the Act and the rules made thereunder and other applicable law;

(2) Nothing in sub-clause (iii) of Clause (1)(A) shall be deemed:

(i) To extend the time within which the offer should be accepted; or

(ii) To authorize any person to exercise the right of renunciation for a second time on the
ground that the person in whose favour the renunciation was first made has declined
to take the shares compromised in the renunciation.

(3) Nothing in this Article shall apply to the increase of the subscribed capital of the Company
caused by the exercise of an option as a term attached to the debentures issued or loans raised
by the Company to convert such debentures or loans into shares in the Company or to subscribe
514
 for shares of the Company:

Provided that the terms of issue of such debentures or loans containing such an option have been
approved before the issue of such debentures or the raising of such loans by a Special Resolution
passed by the Company in a General Meeting.

(4) Notwithstanding anything contained in Article 11(3) hereof, where any debentures have been
issued, or loan has been obtained from any government by the Company, and if that government
considers it necessary in the public interest so to do, it may, by order, direct that such debentures
or loans or any part thereof shall be converted into shares in the Company on such terms and
conditions as appear to the Government to be reasonable in the circumstances of the case even
if terms of the issue of such debentures or the raising of such loans do not include a term for
providing for an option for such conversion:

Provided that where the terms and conditions of such conversion are not acceptable to the
Company, it may, within sixty days from the date of communication of such order, appeal to
National Company Law Tribunal which shall after hearing the Company and the Government
pass such order as it deems fit.

A further issue of shares may be made in any manner whatsoever as the Board may determine
including by way of preferential offer or private placement, subject to and in accordance with
the Act and the rules made thereunder.

(5) In determining the terms and conditions of conversion under Article 11 (4), the Government
shall have due regard to the financial position of the Company, the terms of issue of debentures
or loans, as the case may be, the rate of interest payable on such debentures or loans and such
other matters as it may consider necessary.

(6) Where the Government has, by an order made under Article 11 (4), 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 Article 11 (4) or where such appeal has been dismissed,
the memorandum of the Company shall, where such order has the effect of increasing the
authorised share capital of the Company, stand 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.

12. ALLOTMENT ON APPLICATION TO BE ACCEPTANCE OF SHARES

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 purpose of these Articles, be a Member.

13. RETURN ON ALLOTMENTS TO BE MADE OR RESTRICTIONS ON ALLOTMENT

The Board shall observe the restrictions as regards allotment of shares to the public contained in the
Act, and as regards return on allotments, the Directors shall comply with applicable provisions of the
Act.

14. MONEY DUE ON SHARES TO BE A DEBT TO THE COMPANY

The money (if any) which the Board shall, on the allotment of any shares being made by them, require
515
 or direct to be paid by way of deposit, call or otherwise in respect of any shares allotted by them, shall
immediately on the inscription of the name of allottee in the Register 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.

15. INSTALLMENTS ON SHARES

If, by the conditions of allotment of any shares, whole or part of the amount or issue price 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 and from time to time, shall be the registered holder of the share or his
legal representative.

16. MEMBERS OR HEIRS TO PAY UNPAID AMOUNTS

Every Member 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 these Articles require or fix for the payment thereof.

17. VARIATION OF SHAREHOLDERS’ RIGHTS

(a) If at any time the share capital of the Company is divided into different classes of shares, the
rights attached to the shares of any class (unless otherwise provided by the terms of issue of
the shares of that class) may, subject to provisions of the Act and whether or not the Company
is being wound up, be varied with the consent in writing of the holders of not less than three-
fourth of the issued shares of that class or with the sanction of a Special Resolution passed at
a separate meeting of the holders of the issued shares of that class, as prescribed by the Act.

(b) Subject to the provisions of the Act, to every such separate meeting, the provisions of these
Articles relating to meeting shall mutatis mutandis apply.

18. 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.

19. PAYMENTS OF INTEREST OUT OF CAPITAL

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 The Company shall have the power to pay interest out of its capital on so much of the shares which
have been issued for the purpose of raising money to defray the expenses of the construction of any
work or building for the Company in accordance with the Act.

20. AMALGAMATION

Subject to provisions of these Articles, the Company may amalgamate or cause itself to be
amalgamated with any other person, firm or body corporate subject to the provisions of the Act.

SHARE CERTIFICATES

21. ISSUE OF CERTIFICATE

Every Member 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 20 (Indian Rupees Twenty)) to several certificates, each for one or more of such shares
and the Company shall complete and have ready for delivery such certificates, unless prohibited by
any provision of law or any order of court, tribunal or other authority having jurisdiction, within two
(2) months from the date of allotment, or within one (1) month of the receipt of application of
registration of transfer, transmission, sub division, consolidation or renewal of any of its shares as the
case maybe or within such other period as any other legislation for time being in force may provide
or within a period of six (6) months from the date of allotment in the case of any allotment of debenture
or within such other period as any other legislation for time being in force may provide. In respect of
any share or shares held jointly by several persons, the Company shall not be bound to issue more
than one certificate, and delivery of a certificate for a share to one of several joint holders shall be
sufficient delivery to all such joint holders.

Every certificate shall specify the shares to which it relates and the amount paid-up thereon and shall
be signed by two directors or by a director and the company secretary, wherever the company has
appointed a company secretary and the common seal it shall be affixed in the presence of the persons
required to sign the certificate.

22. RULES TO ISSUE SHARE CERTIFICATES

The Act shall be complied with in respect of the issue, reissue, renewal of share certificates and the
format, sealing and signing of the certificates and records of the certificates issued shall be maintained
in accordance with the Act.

23. ISSUE OF NEW CERTIFICATE IN PLACE OF ONE DEFACED, LOST OR DESTROYED

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 deem
adequate, being given, a new certificate in lieu thereof shall be given to the party entitled to such lost
or destroyed certificate. Every certificate under this Article shall be issued upon payment of such fees
for each certificate as may be specified by the Board (which fees shall not exceed the maximum amount
permitted under the applicable law). Provided that no fee shall be charged for issue of new certificates
in replacement of those which are old, defaced or worn out or where there is no further space on the
back thereof for endorsement of transfer.

Provided that notwithstanding what is stated above, the Directors shall comply with such rules or
517
 regulation or requirements of any stock exchange or the rules made under the Act or the rules made
under Securities Contracts (Regulation) Act, 1956 or any other act or rules applicable in this behalf.
The provision of this Article shall mutatis mutandis apply to debentures of the Company.

UNDERWRITING & BROKERAGE

24. COMMISSION FOR PLACING SHARES, DEBENTURES, ETC.

(a) Subject to the provisions of the Act and other applicable laws, the Company may at any time
pay a commission to any person for subscribing or agreeing to subscribe (whether absolutely
or conditionally) to any shares or debentures of the Company or underwriting or procuring or
agreeing to procure subscriptions (whether absolute or conditional) for shares or debentures of
the Company and provisions of the Act shall apply.

(b) The Company may also, in any issue, 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.

LIEN

25. COMPANY’S LIEN ON SHARES / DEBENTURES

The Company shall subject to applicable law have a first and paramount lien on every share / debenture
(not being a fully paid share / debenture) registered in the name of each Member (whether solely or
jointly with others) and upon the proceeds of sale thereof for all moneys (whether presently payable or
not) called, or payable at a fixed time, in respect of that share / debenture. Unless otherwise agreed, the
registration of transfer of shares / debentures shall operate as a waiver of the Company’s lien, if any,
on such shares / debentures.

Provided that the Board may at any time declare any share to be wholly or in part exempt from the
provisions of this Article.

The fully paid up shares shall be free from all lien and in the case of partly paid up shares, if any, the
Company’s lien shall be restricted to moneys called or payable at a fixed time in respect of such shares.

26. LIEN TO EXTEND TO DIVIDENDS, ETC.

The Company’s lien, if any, on a share shall extend to all dividends or interest, as the case may be,
payable and bonuses declared from time to time in respect of such shares / debentures.

27. ENFORCING LIEN BY SALE

The Company may sell, in such manner as the Board thinks fit, any shares on which the Company has
a lien:

Provided that no sale shall be made—

(a) unless a sum in respect of which the lien exists is presently payable; or

(b) until the expiration of fourteen (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,
518
 has been given to the registered holder for the time being of the share or to the person entitled
thereto by reason of his death or insolvency or otherwise.

No Member 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.

28. VALIDITY OF SALE

To give effect to any such sale, the Board may authorise some person to transfer the shares sold to the
purchaser thereof. The purchaser shall be registered as the holder of the shares comprised in any such
transfer. 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 with reference to the
sale.

29. VALIDITY OF COMPANY’S RECEIPT

The receipt of the Company for the consideration (if any) given for the share on the sale thereof shall
(if necessary, to execution of an instrument of transfer or a transfer by relevant system, as the case
maybe) constitute a good title to the share and the purchaser shall be registered as the holder of the
share.

30. APPLICATION OF SALE PROCEEDS

The 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 and 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.

31. OUTSIDER’S LIEN NOT TO AFFECT COMPANY’S LIEN

In exercising its lien, the Company shall be entitled to treat the registered holder of any share as the
absolute owner thereof and accordingly shall not (except as ordered by a court of competent jurisdiction
or unless required by law) be bound to recognise any equitable or other claim to, or interest in, such
share on the part of any other person, whether a creditor of the registered holder or otherwise. The
Company’s lien shall prevail notwithstanding that it has received notice of any such claim.

32. PROVISIONS AS TO LIEN TO APPLY MUTATIS MUTANDIS TO DEBENTURES, ETC.

The provisions of these Articles relating to lien shall mutatis mutandis apply to any other securities,
including debentures, of the Company.

CALLS ON SHARES

33. BOARD TO HAVE RIGHT TO MAKE CALLS ON SHARES

The Board may subject to the provisions of the Act and any other applicable law, from time to time,
make such call as it thinks fit upon the Members in respect of all moneys unpaid on the shares (whether
on account of the nominal value of the shares or by premium) and not by the conditions of allotment
thereof made payable at fixed times. Provided that no call shall exceed one-fourth of the nominal value
of the share or be payable at less than one month from the date fixed for the payment of the last
preceding call. A call may be revoked or postponed at the discretion of the Board. The power to call on
519
 shares shall not be delegated to any other person except with the approval of the shareholders’ in a
General Meeting and as may be permitted by law.

34. NOTICE FOR CALL

Each Member shall, subject to receiving at least fourteen (14) days’ notice specifying the time or times
and place of payment, pay to the Company, at the time or times and place so specified, the amount
called on his shares.

The Board may, from time to time, at its discretion, extend the time fixed for the payment of any call
in respect of one or more Members as the Board may deem appropriate in any circumstances.

35. CALL WHEN MADE

The Board of Directors 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 such date is
so determined a call shall be deemed to have been made at the date when the resolution authorizing
such call was passed at the meeting of the Board and may be required to be paid in installments.

36. LIABILITY OF JOINT HOLDERS FOR A CALL

The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

37. CALLS TO CARRY INTEREST

If a Member fails to pay any call 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 the rate of ten percent or such other lower 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 Member. The Board shall be at liberty to
waive payment of any such interest wholly or in part.

38. DUES DEEMED TO BE CALLS

Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed date,
whether on account of the nominal value of the share or by way of premium, shall, for the purposes of
these Articles, be deemed to be a call duly made and payable on the date on which by the terms of issue
such sum becomes payable.

39. EFFECT OF NON-PAYMENT OF SUMS

In case of non-payment of such sum, all the relevant provisions of these Articles as to payment of
interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue
of a call duly made and notified.

40. PAYMENT IN ANTICIPATION OF CALL MAY CARRY INTEREST

The Board –

(a) may, subject to provisions of the Act, if it thinks fit, agree to and receive from any Member
willing to advance the same, all or any part of the monies uncalled and unpaid upon any shares
520
 held by him; and

(b) upon all or any of the monies so advanced, may (until the same would, but for such advance,
become presently payable) pay interest at such rate as as may be agreed upon between the
Board and the Member paying the sum in advance. Nothing contained in this Article shall
confer on the Member (i) any right to participate in profits or dividends; or (ii) any voting
rights in respect of the moneys so paid by him, until the same would, but for such payment,
become presently payable by him. The Directors may at any times repay the amount so
advanced.

41. PROVISIONS AS TO CALLS TO APPLY MUTATIS MUTANDIS TO DEBENTURES, ETC.

The provisions of these Articles relating to calls shall mutatis mutandis apply to any other securities,
including debentures, of the Company, to the extent applicable.

FORFEITURE OF SHARES

42. BOARD TO HAVE A RIGHT TO FORFEIT SHARES

If a Member fails to pay any call, or installment of a call or any money due in respect of any share, on
the day appointed for payment thereof, the Board may, at any time thereafter during such time as any
part of the call or installment remains unpaid or a judgment or decree in respect thereof remains
unsatisfied in whole or in part, serve a notice on him requiring payment of so much of the call or
installment or other money as is unpaid, together with any interest which may have accrued and all
expenses that may have been incurred by the Company by reason of non-payment.

43. NOTICE FOR FORFEITURE OF SHARES

The notice aforesaid shall:

(a) name a further day (not being earlier than the expiry of fourteen days from the date of services
of the notice) on or before which the payment required by the notice is to be made; and

(b) state that, in the event of non-payment on or before the day so named, the shares in respect of
which the call was made shall be liable to be forfeited.

If the requirements of any such notice as aforesaid are not complied with, any share in respect of which
the notice has been given may, at any time thereafter, before the payment required by the notice has
been made, be forfeited by a resolution of the Board to that effect.

44. RECEIPT OF PART AMOUNT OR GRANT OF INDULGENCE NOT TO AFFECT

FORFEITURE

Neither a judgment nor a decree in favour of the Company for calls or other moneys due in respect of
any shares nor any part payment or satisfaction thereof nor the receipt by the Company of a portion of
any money which shall from time to time be due from any Member in respect of any shares either by
way of principal or interest nor any indulgence granted by the Company in respect of payment of any
such money shall preclude the forfeiture of such shares as herein provided. There shall be no forfeiture
of unclaimed dividends before the claim becomes barred by applicable law.

521
45. FORFEITED SHARE TO BE THE PROPERTY OF THE COMPANY

Any share forfeited in accordance with these Articles, shall be deemed to be the property of the
Company and may be sold, re-allocated 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 thinks fit.

46. ENTRY OF FORFEITURE IN REGISTER OF MEMBERS

When any share shall have been so forfeited, notice of the forfeiture shall be given to the defaulting
member and any entry of the forfeiture with the date thereof, shall forthwith be made in the Register of
Members but no forfeiture shall be invalidated by any omission or neglect or any failure to give such
notice or make such entry as aforesaid.

47. MEMBER TO BE LIABLE EVEN AFTER FORFEITURE

A person whose shares have been forfeited shall cease to be a Member in respect of the forfeited shares,
but shall, notwithstanding the forfeiture, remain liable to pay, and shall pay, to the Company all monies
which, at the date of forfeiture, were presently payable by him to the Company in respect of the shares.
All such monies payable shall be paid together with interest thereon at such rate as the Board may
determine, from the time of forfeiture until payment or realization. The Board may, if it thinks fit, but
without being under any obligation to do so, enforce the payment of the whole or any portion of the
monies due, without any allowance for the value of the shares at the time of forfeiture or waive payment
in whole or in part. The liability of such person shall cease if and when the Company shall have received
payment in full of all such monies in respect of the shares.

48. EFFECT OF FORFEITURE

The forfeiture of a share shall involve extinction at the time of forfeiture, of all interest in and all claims
and demands against the Company, in respect of the share and all other rights incidental to the share,
except only such of those rights as by these Articles expressly saved and as determined by the Board.

49. CERTIFICATE OF FORFEITURE

A duly verified declaration in writing that the declarant is a director, the manager or the secretary of
the Company, and that a share in the Company has been duly forfeited on a date stated in the declaration,
shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to
the share.

50. TITLE OF PURCHASER AND TRANSFEREE OF FORFEITED SHARES

The Company may receive the consideration, if any, given for the share on any sale, re-allotment or
disposal thereof and may execute a transfer of the share in favour of the person to whom the share is
sold or disposed of. The transferee shall thereupon be registered as the holder of the share and the
transferee shall not be bound to see to the application of the purchase money, if any, nor shall his title
to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture,
sale, re-allotment or disposal of the share.

51. VALIDITY OF SALES

Upon any sale after forfeiture or for enforcing a lien in exercise of the powers hereinabove given, the
Board may, if necessary, appoint some person to execute an instrument for 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
522
 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.

52. CANCELLATION OF SHARE CERTIFICATE IN RESPECT OF FORFEITED SHARES

Upon any sale, re-allotment or other disposal under the provisions of the preceding Articles, the
certificate(s), if any, originally issued in respect of the relative shares shall (unless the same shall on
demand by the Company has been previously surrendered to it by the defaulting member) stand
cancelled and become null and void and be of no effect, and the Board shall be entitled to issue a
duplicate certificate(s) in respect of the said shares to the person(s) entitled thereto.

53. BOARD ENTITLED TO CANCEL FORFEITURE

The Board may at any time before any share so forfeited shall have them sold, reallotted or otherwise
disposed of, cancel the forfeiture thereof upon such conditions at it thinks fit.

54. SURRENDER OF SHARE CERTIFICATES

The Board may, subject to the provisions of the Act, accept a surrender of any share from or by any
Member desirous of surrendering them on such terms as they think fit.

55. SUMS DEEMED TO BE CALLS

The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum
which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the
nominal value of the share or by way of premium, as if the same had been payable by virtue of a call
duly made and notified.

56. PROVISIONS AS TO FORFEITURE OF SHARES TO APPLY MUTATIS MUTANDIS TO

DEBENTURES, ETC.

The provisions of these Articles relating to forfeiture of shares shall mutatis mutandis apply to any
other securities, including debentures, of the Company.

TRANSFER AND TRANSMISSION OF SHARES

57. REGISTER OF TRANSFERS

The Company shall keep a “Register of Transfers” and therein shall be fairly and distinctly entered
particulars of every transfer or transmission of any shares. The Company shall also use a common form
of transfer.

58. ENDORSEMENT OF TRANSFER

In respect of any transfer of shares registered in accordance with the provisions of these Articles, the
Board may, at its discretion, direct an endorsement of the transfer and the name of the transferee and
other particulars on the existing share certificate and authorize any Director or Officer of the Company
to authenticate such endorsement on behalf of the Company or direct the issue of a fresh share
certificate, in lieu of and in cancellation of the existing certificate in the name of the transferee.

59. INSTRUMENT OF TRANSFER

523
 (a) The instrument of transfer of any share shall be in writing and all the provisions of the Act,
and of any statutory modification thereof for the time being shall be duly complied with in
respect of all transfer of shares and registration thereof. The Company shall use a common
form of transfer, as prescribed under the Act, in all cases. In case of transfer of shares, where
the Company has not issued any certificates and where the shares are held in dematerialized
form, the provisions of the Depositories Act, 1996 shall apply.

(b) The Board may decline to recognize any instrument of transfer unless-

(i) the instrument of transfer is in the form prescribed under the Act;

(ii) the instrument of transfer is accompanied by the certificate of shares to which it

relates, and such other evidence as the Board may reasonably require to show the right
of the transferor to make the transfer; and

(iii) the instrument of transfer is in respect of only one class of shares.

(c) No fee shall be charged for registration of transfer, transmission, probate, succession certificate
and letters of administration, certificate of death or marriage, power of attorney or similar other
document.

60. EXECUTION OF TRANSFER INSTRUMENT

Every such instrument of transfer shall be executed, both by or on behalf of both the transferor and the
transferee and the transferor shall be deemed to remain holder of the shares until the name of the
transferee is entered in the Register of Members in respect thereof.

61. CLOSING REGISTER OF TRANSFERS AND OF MEMBERS

Subject to compliance with the Act and other applicable law, the Board shall be empowered, on giving
not less than seven (7) days’ notice or such period as may be prescribed, to close the transfer books,
Register of Members, the register of debenture holders at such time or times, and for such period or
periods, not exceeding thirty (30) days at a time and not exceeding an aggregate forty five (45) days in
each year as it may seem expedient.

62. DIRECTORS MAY REFUSE TO REGISTER TRANSFER

Subject to the provisions of these Articles and other applicable provisions of the Act or any other law
for the time being in force, the Board may (at its own absolute and uncontrolled discretion) decline or
refuse by giving reasons, whether in pursuance of any power of the Company under these Articles or
otherwise, to register or acknowledge any transfer of, or the transmission by operation of law of the
right to, any securities or interest of a Member in the Company, after providing sufficient cause, within
a period of thirty days 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. Provided that the registration of
transfer of any securities shall not be refused on the ground of the transferor being alone or jointly with
any other person or persons, indebted to the Company on any account whatsoever except where the
Company has a lien on shares.

63. TRANSFER OF PARTLY PAID SHARES

Where in the case of partly paid shares, an application for registration is made by the transferor alone,
the transfer shall not be registered, unless the Company gives the notice of the application to the
524
 transferee in accordance with the provisions of the Act and the transferee gives no objection to the
transfer within the time period prescribed under the Act.

64. TITLE TO SHARES OF DECEASED MEMBERS

The executors or administrators or the holders of a succession certificate issued in respect of the shares
of a deceased Member and not being one of several joint holders shall be the only person whom the
Company shall recognize as having any title to the shares registered in the name of such Members and
in case of the death of one or more of the joint holders of any registered share, the survivor or survivors
shall be entitled to the title or interest in such shares but nothing herein 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. Provided nevertheless that in case the Directors, in their absolute discretion think fit, it
shall be lawful for the Directors to dispense with the production of a probate or letters of administration
or a succession certificate or such other legal representation upon such terms (if any) (as to indemnify
or otherwise) as the Directors may consider necessary or desirable.

65. TRANSFERS NOT PERMITTED

No share shall in any circumstances be transferred to any infant, insolvent or a person of unsound mind,
except fully paid shares through a legal guardian.

66. TRANSMISSION OF SHARES

Subject to the provisions of the Act and these Articles, any person becoming entitled to shares in
consequence of the death, lunacy, bankruptcy or insolvency of any Members, 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 as the Board thinks sufficient,
that he sustains the character in respect of which he proposes to act under this Article, or of his title,
elect to either be registered himself as holder of the shares or elect to have some person nominated by
him and approved by the Board, registered as such holder or to make such transfer of the share as the
deceased or insolvent member could have made. If the person so becoming entitled shall elect to be
registered as holder of the share himself, he shall deliver or send to the Company a notice in writing
signed by him stating that he so elects. Provided, nevertheless, if such person shall elect to have his
nominee registered, he shall testify that election by executing in favour of his nominee an instrument
of transfer in accordance with the provision herein contained and until he does so he shall not be freed
from any liability in respect of the shares. Further, all limitations, restrictions and provisions of these
regulations relating to the right to transfer and the registration of transfer of shares shall be applicable
to any such notice or transfer as aforesaid as if the death or insolvency of the Member had not occurred
and the notice or transfer were a transfer signed by that Member.

67. RIGHTS ON TRANSMISSION

A person becoming entitled to a share by transmission shall, reason of the death or insolvency of the
holder shall, subject to the Directors’ right to retain such dividends or money, be entitled to the same
dividends and other advantages to which he would be entitled if he were the registered holder of the
share, except that he shall not, before being registered as a Member in respect of the share, be entitled
in respect of it to exercise any right conferred by membership in relation to meetings of the Company.

Provided that the Board may at any time give a notice requiring any such person to elect either to be
registered himself or to transfer the share and if the notice is not complied with within ninety (90) days,
the Board may thereafter withhold payment of all dividends, bonus or other moneys payable in respect
of such share, until the requirements of notice have been complied with.
525
68. SHARE CERTIFICATES TO BE SURRENDERED

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 (save as provided in the Act) properly stamped and
executed instrument of transfer.

69. COMPANY NOT LIABLE TO NOTICE OF EQUITABLE RIGHTS

The Company shall incur no liability or responsibility whatever 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) to the prejudice of persons having or claiming any
equitable rights, title or interest in the said shares, notwithstanding that the Company may have had
notice of such equitable rights referred thereto in any books of the Company and the Company shall
not be bound by or required to regard or attend to or give effect to any notice which may be given to it
of any equitable rights, title or interest or be under any liability whatsoever for refusing or neglecting
to do so, 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.

70. TRANSFER AND TRANSMISSION OF DEBENTURES

The provisions of these Articles, shall, mutatis mutandis, apply to the transfer of or the transmission by
law of the right to any securities including, debentures of the Company.

ALTERATION OF CAPITAL

71. RIGHTS TO ISSUE SHARE WARRANTS

The Company may issue share warrants subject to, and in accordance with provisions of the Act. The
Board may, in its discretion, with respect to any share which is fully paid up on application in writing
signed by the person registered as holder of the share, and authenticated by such evidence (if any) as
the Board may from time to time require as to the identity of the person signing the application, and the
amount of the stamp duty on the warrant and such fee as the Board may from time to time require
having been paid, issue a warrant.

72. BOARD TO MAKE RULES

The Board may, from time to time, make rules as to the terms on which it shall think fit, a new share
warrant or coupon may be issued by way of renewal in case of defacement, loss or destruction.

73. SHARES MAY BE CONVERTED INTO STOCK

Where shares are converted into stock:

(a) the holders of stock may transfer the same or any part thereof in the same manner as, and
subject to the same Articles under which, the shares from which the stock arose might before
the conversion have been transferred, or as near thereto as circumstances admit:

Provided that the Board may, from time to time, fix the minimum amount of stock transferable,
however, such minimum shall not exceed the nominal amount of the shares from which the
stock arose;
526
 (b) the holders of stock shall, according to the amount of stock held by them, have the same rights,
privileges and advantages as regards dividends, voting at meetings of the Company, and other
matters, as if they held the shares from which the stock arose; but no such privilege or
advantage (except participation in the dividends and profits of the Company and in the assets
on winding up) shall be conferred by an amount of stock which would not, if existing in shares,
have conferred that privilege or advantage;

(c) such of the Articles of the Company as are applicable to paid-up shares shall apply to stock
and the words “share” and “shareholder”/”Member” shall include “stock” and “stock-holder”
respectively.

74. REDUCTION OF CAPITAL

The Company may, by a Special Resolution as prescribed by the Act, reduce in any manner and in
accordance with the provisions of the Act—

(a) its share capital; and/or

(b) any capital redemption reserve account; and/or

(c) any share premium account

and in particular without prejudice to the generality of the foregoing power may be: (i) extinguishing
or reducing the liability on any of its shares in respect of share capital not paid up; (ii) either with or
without extinguishing or reducing liability on any of its shares, (a) cancel paid up share capital which
is lost or is unrepresented by available assets; or (b) pay off any paid up share capital which is in excess
of the wants of the Company; and may, if and so far as is necessary, alter its Memorandum, by reducing
the amount of its share capital and of its shares accordingly.

75. DEMATERIALISATION OF SECURITIES

(a) The Company shall recognise interest in dematerialised securities under the Depositories Act,
1996.

Subject to the provisions of the Act, either the Company or the investor may exercise an option
to issue (in case of the Company only), deal in, hold the securities (including shares) with a
Depository in electronic form and the certificates in respect thereof shall be dematerialized, in
which event, the rights and obligations of the parties concerned and matters connected
therewith or incidental thereof shall be governed by the provisions of the Depositories Act,
1996 as amended from time to time or any statutory modification(s) thereto or re-enactment
thereof, the Securities and Exchange Board of India (Depositories and Participants)
Regulations, 2018 and other applicable law.

(b) Dematerialisation/Re-materialisation of securities

Notwithstanding anything to the contrary or inconsistent contained in these Articles, the

Company shall be entitled to dematerialise its existing securities, re materialise its securities
held in Depositories and/or offer its fresh securities in the dematerialised form pursuant to the
Depositories Act, 1996 and the rules framed thereunder, if any.

(c) Option to receive security certificate or hold securities with the Depository

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 Every person subscribing to or holding securities of the Company shall have the option to
receive the security certificate or hold securities with a Depository. Where a person opts to
hold a security with the Depository, the Company shall intimate such Depository of the details
of allotment of the security and on receipt of such information, the Depository shall enter in its
Record, the name of the allottees as the beneficial owner of that Security.

(d) Securities in electronic form

All securities held by a Depository shall be dematerialized and held in electronic form. No
certificate shall be issued for the securities held by the Depository.

(e) Beneficial owner deemed as absolute owner

Except as ordered by a court of competent jurisdiction or by applicable law required and

subject to the provisions of the Act, the Company shall be entitled to treat the person whose
name appears on the applicable register as the holder of any security or whose name appears
as the beneficial owner of any security in the records of the Depository as the absolute owner
thereof and accordingly shall not be bound to recognize any benami trust or equity, equitable
contingent, future, partial interest, other claim to or interest in respect of such securities or
(except only as by these Articles otherwise expressly provided) any right in respect of a
security other than an absolute right thereto in accordance with these Articles, on the part of
any other person whether or not it has expressed or implied notice thereof but the Board shall
at their sole discretion register any security in the joint names of any two or more persons or
the survivor or survivors of them.

(f) Register and index of beneficial owners

The Company shall cause to be kept a register and index of members with details of securities
held in materialised and dematerialised forms in any media as may be permitted by law
including any form of electronic media. The register and index of beneficial owners maintained
by a Depository under the Depositories Act, 1996 shall be deemed to be a register and index
of members for the purposes of this Act. The Company shall have the power to keep in any
state or country outside India, a Register of Members, resident in that state or country.

76. BUY BACK OF SHARES

Notwithstanding anything contained in these Articles, but subject to all applicable provisions of the Act
or any other law for the time being in force, the Company may purchase its own shares or other specified
securities.

GENERAL MEETINGS

77. ANNUAL GENERAL MEETINGS

(a) The Company shall in each year hold a General Meeting as its Annual General Meeting in
addition to any other meeting in that year and not more than fifteen months shall elapse
between the dates of two annual general meetings.

(b) An Annual General Meeting of the Company shall be held in accordance with the provisions
of the Act.

78. EXTRAORDINARY GENERAL MEETINGS

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 All General Meetings other than the Annual General Meeting shall be called “Extraordinary General
Meeting”. Provided that, the Board may, whenever it thinks fit, call an Extraordinary General Meeting.

79. EXTRAORDINARY MEETINGS ON REQUISITION

The Board shall, on the requisition of Members, convene an Extraordinary General Meeting of the
Company in the circumstances and in the manner provided under the Act.

80. NOTICE FOR GENERAL MEETINGS

All General Meetings shall be convened by giving not less than clear twenty one (21) days’ notice, in
such manner as is prescribed under the Act, specifying the place, date and hour of the meeting and a
statement of the business proposed to be transacted at such a meeting, in the manner mentioned in the
Act. Notice shall be given to all the Members and to such persons as are under the Act and/or these
Articles entitled to receive such notice from the Company but any accidental omission to give notice
to or non-receipt of the notice by any Member or other person to whom it should be given shall not
invalidate the proceedings of any General Meetings.

The Members may participate in General Meetings through such modes as permitted by applicable
laws.

81. SHORTER NOTICE ADMISSIBLE

Upon compliance with the relevant provisions of the Act, an Annual General Meeting or any General
Meeting may be convened by giving a shorter notice than twenty-one (21) days 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.

82. CIRCULATION OF MEMBERS’ RESOLUTION

The Company shall comply with the provisions of Section 111 of the Act, as to giving notice of
resolutions and circulating statements on the requisition of Members.

83. SPECIAL AND ORDINARY BUSINESS

(a) Subject to the provisions of the Act, all business shall be deemed special that is transacted at
the Annual General Meeting with the exception of declaration of any dividend, the
consideration of financial statements and reports of the Directors and auditors, the appointment
of Directors in place of those retiring and the appointment of and fixing of the remuneration of
the auditors. In case of any other meeting, all business shall be deemed to be special.

(b) In case of special business as aforesaid, an explanatory statement as required under the
applicable provisions of the Act shall be annexed to the notice of the meeting.

84. QUORUM FOR GENERAL MEETING

Five (5) Members or such other number of Members as required under the Act or the applicable law
for the time being in force prescribes, personally present shall be quorum for a General Meeting and no
business shall be transacted at any General Meeting unless the requisite quorum is present at the
commencement of the meeting.

85. TIME FOR QUORUM AND ADJOURNMENT

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 Subject to the provisions of the Act, if within half an hour from the time appointed for a meeting, a
quorum is not present, the meeting, if called upon the requisition of Members, shall be cancelled and
in any other case, it shall stand adjourned to the same day in the next week at the same time and place
or to such other day and at such other time and place as the Directors may determine. If at the adjourned
meeting also a quorum is not present within half an hour from the time appointed for the meeting, the
Members present shall be quorum and may transact the business for which the meeting was called.

86. CHAIRMAN OF GENERAL MEETING

The chairman, if any, of the Board of Directors shall preside as chairman at every General Meeting of
the Company.

87. ELECTION OF CHAIRMAN

Subject to the provisions of the Act, if there is no such chairman or if at any meeting he is not present
within fifteen minutes after the time appointed for holding the meeting or is unwilling to act as
chairman, the Directors present shall elect another Director as chairman and if no Director be present
or if all the Directors decline to take the chair, then the Members present shall choose a Member to be
the chairman.

88. ADJOURNMENT OF MEETING

Subject to the provisions of the Act, the chairman of a General Meeting may, with the consent given in
the meeting at which a quorum is present (and shall if so directed by the meeting) adjourn that meeting
from time to time and from place to place, 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. When
the meeting is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as
nearly to the original meeting, as may be possible. Save as aforesaid and as provided in Section 103 of
the Act, it shall not be necessary to give any notice of adjournment of the business to be transacted at
an adjourned meeting.

Any member who has not appointed a proxy to attend and vote on his behalf at a general meeting may
appoint a proxy for any adjourned general meeting, not later than forty-eight hours before the time of
such adjourned Meeting.

89. VOTING AT MEETING

At any General Meeting, a demand for a poll shall not prevent the continuance of a meeting for the
transaction of any business other than that on which a poll has been demanded. The demand for a poll
may be withdrawn at any time by the person or persons who made the demand. Further, no objection
shall be raised to the qualification of any voter except at the General Meeting or adjourned General
Meeting at which the vote objected to is given or tendered, and every vote not disallowed at such
meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the
chairperson of the General Meeting, whose decision shall be final and conclusive.

90. DECISION BY POLL

If a poll is duly demanded in accordance with the provisions of the Act, it shall be taken in such manner
as the chairman directs and the results of the poll shall be deemed to be the decision of the meeting on
the resolution in respect of which the poll was demanded.

91. CASTING VOTE OF CHAIRMAN

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 In case of equal votes, whether on a show of hands or on a poll, the chairman of the General Meeting
at which the show of hands takes place or at which the poll is demanded shall be entitled to a second or
casting vote in addition to the vote or votes to which he may be entitled to as a Member.

92. 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 Act, to be passed by postal ballot,
shall get any resolution passed by means of a postal ballot, instead of transacting the business
in the General Meeting of the Company.

(b) Where the Company decides to pass any resolution by resorting to postal ballot, it shall follow
the procedures as prescribed under the Act.

(c) If a resolution is assented to by the requisite majority of the shareholders by means of postal
ballot, it shall be deemed to have been duly passed at a General Meeting convened in that
behalf.

VOTE OF MEMBERS

93. VOTING RIGHTS OF MEMBERS

Subject to any rights or restrictions for the time being attached to any class or classes of shares:

(a) On a show of hands every Member holding Equity Shares and present in person shall have one
vote.

(b) On a poll, every Member holding Equity Shares therein shall have voting rights in proportion
to his share in the paid up equity share capital.

(c) A Member may exercise his vote at a meeting by electronic means in accordance with the Act
and shall vote only once.

94. VOTING BY JOINT-HOLDERS

In case of joint holders the vote of first named of such joint holders in the Register of Members who
tender a vote whether in person or by proxy shall be accepted, to the exclusion of the votes of other
joint holders.

95. VOTING BY MEMBER OF UNSOUND MIND

A Member of unsound mind, or in respect of whom an order has been made by any court having
jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee or other
legal guardian, and any such committee or legal guardian may, on a poll, vote by proxy.

96. NO RIGHT TO VOTE UNLESS CALLS ARE PAID

No Member shall be entitled to vote at any General 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.

97. PROXY
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 Any Member entitled to attend and vote at a General Meeting may do so either personally or through
his constituted attorney or through another person as a proxy on his behalf, for that meeting. The proxy
shall not be entitled to vote except on a poll.

98. INSTRUMENT OF PROXY

An instrument appointing a proxy shall be in the form as prescribed under the Act for this purpose. The
instrument appointing a proxy shall be in writing under the hand of appointer or of his attorney duly
authorized in writing or if appointed by a body corporate either under its common seal or under the
hand of its officer or attorney duly authorized in writing by it. Any person whether or not he is a Member
of the Company may be appointed as a proxy.

The instrument appointing a proxy and power of attorney or other authority (if any) under which it is
signed or a notarized copy of that power or authority must be deposited at the Office of the Company
not less than forty eight (48) hours prior to the time fixed for holding the meeting or adjourned meeting
at which the person named in the instrument proposes to vote, or, in case of a poll, not less than twenty
four (24) hours before the time appointed for the taking of the poll, and in default the instrument of
proxy shall not be treated as valid.

99. VALIDITY OF PROXY

A vote given in accordance with the terms of an instrument of proxy shall be valid, notwithstanding the
previous death or insanity of the principal or the revocation of the proxy or of the authority under which
the proxy was executed, or the transfer of shares in respect of which the proxy is given, provided that
no intimation in writing of such death, insanity, revocation or transfer shall have been received by the
Company at its Office before the commencement of the meeting or adjourned meeting at which the
proxy is used.

100. CORPORATE MEMBERS

Any corporation which is a Member of the Company may, by resolution of its Board of Directors or
other governing body, authorize such person as it thinks fit to act as its representative at any meeting
of the Company and the said person so authorized 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 Member of the Company (including the right to vote by proxy).

DIRECTOR

101. NUMBER OF DIRECTORS

Subject to the applicable provisions of the Act, the number of Directors shall not be less than three (3)
and not more than fifteen (15), and at least one (1) Director shall be resident of India in the previous
year.

Provided that the Company may appoint more than fifteen (15) directors after passing a Special
Resolution and shall also comply with the provisions of the Companies (Appointment and Qualification
of Directors) Rules, 2014, the provisions of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “Listing Regulations”).
The Board shall have an optimum combination of executive and Independent Directors with at least 1
(one) woman Director, as may be prescribed by the Act and Listing Regulations from time to time.

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 The following shall be the first Directors of the Company:

(i) Mr. Rishi Das;

(ii) Mr. Anshuman Das; and

(iii) Mr. Sanjay Mishra

102. SHARE QUALIFICATION NOT NECESSARY

Any person whether a Member of the Company or not may be appointed as Director and no
qualification by way of holding shares shall be required of any Director.

103. ADDITIONAL DIRECTORS

Subject to the provisions of the Act, the Board shall have power at any time, and from time to time, to
appoint a person as an additional director, provided the number of the directors and additional directors
together shall not at any time exceed the maximum strength fixed for the Board by the Articles. Any
such additional director shall hold office only up to the date of the upcoming Annual General Meeting.

104. ALTERNATE DIRECTORS

(a) The Board may, subject to provisions of the Act, appoint a person, not being a person holding
any alternate directorship for any other director in the Company or holding directorship in the
Company, to act as an alternate director for a director during his absence for a period of not
less than 3 (three) months from India (hereinafter in this Article called the “Original
Director”).
(b) An alternate director 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 the office if and when
the Original Director returns to India. If the term of office of the Original Director is
determined before he returns to India the automatic re-appointment of retiring directors in
default of another appointment shall apply to the Original Director and not to the alternate
director.

105. APPOINTMENT OF DIRECTOR TO FILL A CASUAL VACANCY

If the office of any Director appointed by the Company in General Meeting is vacated before his term
of office expires in the normal course, the resulting casual vacancy may, be filled by the Board of
Directors at a meeting of the Board which shall be subsequently approved by members in the immediate
next general meeting. The director so appointed shall hold office only up to the date which the director
in whose place he is appointed would have held office if it had not been vacated.

106. REMUNERATION OF DIRECTORS

(a) A Director (other than a managing Director or whole-time Director) may receive a sitting fee
not exceeding such sum as may be prescribed by the Act or the Central Government from time
to time for each meeting of the Board of Directors or any committee thereof attended by him.
The remuneration of Directors including managing Director and/or whole-time Director may
be paid in accordance with the applicable provisions of the Act.

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 (b) The Board of Directors may allow and pay or reimburse any Director who is not a bona fide
resident of the place where a meeting of the Board or of any committee is held and who shall
come to such place for the purpose of attending such meeting or for attending its business at
the request of the Company, such sum as the Board may consider fair compensation for
travelling, and out-of-pocket expenses and if any Director be called upon to go or reside out of
the ordinary place of his residence on the Company’s business he shall be entitled to be
reimbursed any travelling or other expenses incurred in connection with the business of the
Company.

(c) The managing Directors/ whole-time Directors shall be entitled to charge and be paid for all
actual expenses, if any, which they may incur for or in connection with the business of the
Company. They shall be entitled to appoint part time employees in connection with the
management of the affairs of the Company and shall be entitled to be paid by the Company
any remuneration that they may pay to such part time employees.

107. REMUNERATION FOR EXTRA SERVICES

If any Director, being willing, shall be called upon to perform extra services or to make any special
exertions (which expression shall include work done by Director as a Member of any committee formed
by the Directors) in going or residing away from the town in which the Office of the Company may be
situated for any purposes of the Company or in giving any special attention to the business of the
Company or as member of the Board, then subject to the provisions of the Act, the Board may
remunerate the Director so doing either by a fixed sum, or by a percentage of profits or otherwise and
such remuneration, may be either in addition to or in substitution for any other remuneration to which
he may be entitled.

108. CONTINUING DIRECTOR MAY ACT

The continuing Directors may act notwithstanding any vacancy in the Board, but if the number is
reduced below three, the continuing Directors or Director may act for the purpose of increasing the
number of Directors to three or for summoning a General Meeting of the Company, but for no other
purpose.

109. VACATION OF OFFICE OF DIRECTOR

The office of a Director shall be deemed to have been vacated under the circumstances enumerated
under Act.

ROTATION AND RETIREMENT OF DIRECTOR

110. ONE-THIRD OF DIRECTORS TO RETIRE EVERY YEAR

At the Annual General Meeting of the Company to be held 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 managing director appointed or the Directors appointed as a debenture
director under Articles hereto shall not retire by rotation under this Article nor shall they be included in
calculating the total number of Directors of whom one third shall retire from office under this Article.

111. RETIRING DIRECTORS ELIGIBLE FOR RE-ELECTION

A retiring Director shall be eligible for re-election and the Company, at the Annual General Meeting at
534
 which a Director retires in the manner aforesaid, may fill up the vacated office by electing a person
thereto.

112. WHICH DIRECTOR TO RETIRE

The Directors to retire in every year shall be those who have been longest in office since their last
election, but as between persons who became Directors on the same day, those to retire shall (unless
they otherwise agree among themselves) be determined by lots.

113. POWER TO REMOVE DIRECTOR BY ORDINARY RESOLUTION

Subject to the provisions of the Act, the Company may by an Ordinary Resolution in General Meeting,
remove any Director before the expiration of his period of office and may, by an Ordinary Resolution,
appoint another person instead.

Provided that an independent director re-appointed for second term under the provisions of the Act
shall be removed by the company only by passing a Special Resolution and after giving him a
reasonable opportunity of being heard.

114. DIRECTORS NOT LIABLE FOR RETIREMENT

The Company in General Meeting may, when appointing a person as a Director declare that his
continued presence on the Board of Directors is of advantage to the Company and that his office as
Director shall not be liable to be determined by retirement by rotation for such period until the
happening of any event of contingency set out in the said resolution.

115. DIRECTOR FOR COMPANIES PROMOTED BY THE COMPANY

Directors of the Company may be or become a director of any company promoted by the Company or
in which it may be interested as vendor, shareholder or otherwise and no such Director shall be
accountable for any benefits received as a director or member of such company subject to compliance
with applicable provisions of the Act.

PROCEEDINGS OF BOARD OF DIRECTORS

116. MEETINGS OF THE BOARD

(a) The Board of Directors shall meet at least once in every three (3) months with a maximum gap
of four (4) months between two (2) meetings of the Board for the dispatch of business, adjourn
and otherwise regulate its meetings and proceedings as it thinks fit in accordance with the Act,
provided that at least four (4) such meetings shall be held in every year. Place of meetings of
the Board shall be at a location determined by the Board at its previous meeting, or if no such
determination is made, then as determined by the chairman of the Board.

(b) The chairman may, at any time, and the secretary or such other Officer of the Company as may
be authorised in this behalf on the requisition of Director shall at any time summon a meeting
of the Board. Notice of at least seven (7) days in writing of every meeting of the Board shall
be given to every Director and every alternate Director at his usual address whether in India or
abroad, provided always that a meeting may be convened by a shorter notice to transact urgent
business subject to the condition that at least one independent director, if any, shall be present
at the meeting and in case of absence of independent directors from such a meeting of the
Board, decisions taken at such a meeting shall be circulated to all the directors and shall be
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 final only on ratification thereof by at least one independent director, if any.

(c) The notice of each meeting of the Board shall include (i) the time for the proposed meeting;
(ii) the venue for the proposed meeting; and (iii) an agenda setting out the business proposed
to be transacted at the meeting.

(d) To the extent permissible by applicable law, the Directors may participate in a meeting of the
Board or any committee thereof, through electronic mode, that is, by way of video
conferencing i.e., audio visual electronic communication facility. The notice of the meeting
must inform the Directors regarding the availability of participation through video
conferencing. Any Director participating in a meeting through the use of video conferencing
shall be counted for the purpose of quorum.

117. QUESTIONS AT BOARD MEETING HOW DECIDED

Questions arising at any time at a meeting of the Board shall be decided by majority of votes and in
case of equality of votes, the Chairman, in his absence the Vice Chairman or the Director presiding
shall have a second or casting vote.

118. QUORUM

Subject to the provisions of the Act and other applicable law, the quorum for a meeting of the Board
shall be one third of its total strength (any fraction contained in that one-third being rounded off as
one) or two Directors whichever is higher and the participation of the directors by video conferencing
or by other audio visual means shall also be counted for the purposes of quorum.

At any time the number of interested Directors is equal to or exceeds two-thirds of total strength, the
number of remaining Directors, that is to say the number of Directors who are not interested, present
at the meeting being not less than two, shall be the quorum during such time. The total strength of the
Board shall mean the number of Directors actually holding office as Directors on the date of the
resolution or meeting, that is to say, the total strength of Board after deducting there from the number
of Directors, if any, whose places are vacant at the time. The term ‘interested director’ means any
Director whose presence cannot, by reason of applicable provisions of the Act be counted for the
purpose of forming a quorum at meeting of the Board, at the time of the discussion or vote on the
concerned matter or resolution.

119. ADJOURNED MEETING

Subject to the provisions of the Act, if within half an hour from the time appointed for a meeting of
the Board, a quorum is not present, the meeting, shall stand adjourned to the same day in the next
week at the same time and place or to such other day and at such other time and place as the Directors
may determine.

120. 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.

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121. POWERS OF DIRECTORS

(a) The Board may exercise all such powers of the Company and do all such acts and things as are
not, by the Act or any other applicable law, or by the Memorandum or by the Articles required
to be exercised by the Company in a General Meeting, subject nevertheless to these Articles,
to the provisions of the Act or any other applicable law and to such regulations being not
inconsistent with the aforesaid regulations or provisions, as may be prescribed by the Company
in a General Meeting; but no regulation made by the Company in a General Meeting shall
invalidate any prior act of the Board which would have been valid if that regulation had not
been made.

(b) All cheques, promissory notes, drafts, hundis, bills of exchange and other negotiable
instruments, and all receipts for monies paid to the Company, shall be signed, drawn, accepted,
endorsed, or otherwise executed, as the case maybe, by such person and in such manner as the
Board shall from time to time by resolution determine.

122. DELEGATION OF POWERS

(a) The Board may, subject to the provisions of the Act, delegate any of its powers to committees
consisting of such members of its body as it thinks fit.

(b) Any committee so formed shall, in the exercise of the power so delegated conform to any
regulations that may be imposed on it by the Board.

123. ELECTION OF CHAIRMAN OF COMMITTEE

(a) A committee may elect a chairman of its meeting. If no such chairman is elected or if at any
meeting the chairman is not present within five minutes after the time appointed for holding
the meeting, the members present may choose one of their members to be the chairman of the
committee meeting.

(b) The quorum of a committee may be fixed by the Board of Directors.

124. QUESTIONS HOW DETERMINED

(a) A committee may meet and adjourn as it thinks proper.

(b) Questions arising at any meeting of a committee shall be determined by a majority of votes of
the members present as the case may be and in case of equality of vote, the chairman shall have
a second or casting vote, in addition to his vote as a member of the committee.

125. VALIDITY OF ACTS DONE BY BOARD OR A COMMITTEE

All acts done by any meeting of the Board, of a committee thereof, or by any person acting as a Director
shall notwithstanding that it may be afterwards discovered that there was some defect in the
appointment of any one or more of such Directors or of any person acting as aforesaid or that they or
any of them were disqualified be as valid as if even such Director or such person has been duly
appointed and was qualified to be a Director.

126. RESOLUTION BY CIRCULATION

Save as otherwise expressly provided in the Act, a resolution in writing circulated in draft together with
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 the necessary papers, if any, to all the Directors or to all the members of the committee then in India,
not being less in number than the quorum fixed of the meeting of the Board or the committee, as the
case may be and to all other Directors or Members at their usual address in India or through such
electronic means as may be provided under the Companies (Meetings of Board and its Powers) Rules,
2014 and approved by such of the Directors as are then in India or by a majority of such of them as are
entitled to vote at the resolution shall be valid and effectual as if it had been a resolution duly passed at
a meeting of the Board or committee duly convened and held.

127. MAINTENANCE OF FOREIGN REGISTER

The Company may exercise the powers conferred on it by the Act with regard to the keeping of a
foreign register; and the Board may (subject to the provisions of those Sections) make and vary such
regulations as it may think fit respecting the keeping of any register.

128. BORROWING POWERS

(a) Subject to the provisions of the Act and these Articles, the Board may from time to time at
their discretion raise or borrow or secure the payment of any such sum of money for the purpose
of the Company, in such manner and upon such terms and conditions in all respects as they
think fit, and in particular, by promissory notes or by receiving deposits and advances with or
without security or by the issue of bonds, debentures, perpetual or otherwise, including
debentures convertible into shares of this Company or any other company or perpetual
annuities and to secure any such money so borrowed, raised or received, mortgage, pledge or
charge the whole or any part of the property, assets or revenue of the Company present or
future, including its uncalled capital by special assignment or otherwise or to transfer or convey
the same absolutely or in trust and to give the lenders powers of sale and other powers as may
be expedient and to purchase, redeem or pay off any such securities; provided however, that
the moneys to be borrowed, together with the money already borrowed by the Company apart
from temporary loans (as defined under Section 180(1) of the Act)obtained from the
Company’s bankers in the ordinary course of business shall not, without the sanction of the
Company by a Special Resolution at a General Meeting, exceed the aggregate of the paid up
capital of the Company, its free reserves and securities premium. Provided that every Special
Resolution passed by the Company in General Meeting in relation to the exercise of the power
to borrow shall specify the total amount up to which moneys may be borrowed by the Board
of Directors.

(b) The Directors may by resolution at a meeting of the Board delegate the above power to borrow
money otherwise than on debentures to a committee of Directors or managing Director or to
any other person permitted by applicable law, if any, within the limits prescribed.

(c) To the extent permitted under the applicable law and subject to compliance with the
requirements thereof, the Directors shall be empowered to grant loans to such entities at such
terms as they may deem to be appropriate and the same shall be in the interests of the Company.

(d) Any bonds, debentures, debenture-stock or other securities may if permissible under applicable
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 Board 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, attending (but not voting) in the General Meeting, appointment of
Directors or otherwise. Provided that debentures with rights to allotment of or conversion into
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 Equity Shares shall not be issued except with, the sanction of the Company in General Meeting
accorded by a Special Resolution.

129. NOMINEE DIRECTORS

(a) Subject to the provisions of the Act, so long as any moneys remain owing by the Company to
Financial Institutions regulated by the Reserve Bank of India, State Financial Corporation or
any financial institution owned or controlled by the Central Government or State Government
or any Non-Banking Financial Company regulated by the Reserve Bank of India or any such
company from whom the Company has borrowed for the purpose of carrying on its objects or
each of the above has granted any loans / or subscribes to the debentures of the Company or
so long as any of the aforementioned companies of financial institutions holds or continues to
hold debentures /shares in the Company as a result of underwriting or by direct subscription or
private placement or so long as any liability of the Company arising out of any guarantee
furnished on behalf of the Company remains outstanding, and if the loan or other agreement
with such institution/ corporation/ company (hereinafter referred to as the “Corporation”) so
provides, the Corporation may, in pursuance of the provisions of any law for the time being in
force or of any agreement, have a right to appoint from time to time any person or persons as
a Director or Directors whole-time or non whole-time (which Director or Director/s is/are
hereinafter referred to as “Nominee Directors/s”) on the Board of the Company and to remove
from such office any person or person so appointed and to appoint any person or persons in his
/their place(s).

(b) The Nominee Director/s appointed under this Article shall be entitled to receive all notices of
and attend all General Meetings, Board meetings and of the meetings of the committee of
which Nominee Director/s is/are member/s as also the minutes of such Meetings. The
Corporation shall also be entitled to receive all such notices and minutes.

(c) The Company may pay the Nominee Director/s sitting fees and expenses to which the other
Directors of the Company are entitled, but if any other fees commission, monies or
remuneration in any form is payable to the Directors of the Company the fees, commission,
monies and remuneration in relation to such Nominee Director/s may accrue to the nominee
appointer and same shall accordingly be paid by the Company directly to the Corporation.

(d) Provided that the sitting fees, in relation to such Nominee Director/s shall also accrue to the
appointer and same shall accordingly be paid by the Company directly to the appointer.

130. REGISTER OF CHARGES

The Directors shall cause a proper register to be kept, in accordance with the Act, of all mortgages and
charges specifically affecting the property of the Company and shall duly comply with the requirements
of the Act in regard to the registration of mortgages and charges therein specified.

131. MANAGING DIRECTOR(S) AND/OR WHOLE TIME DIRECTORS

(a) The Board may from time to time and with such sanction of the Central Government as may
be required by the Act, appoint one or more of the Directors to the office of the managing
director and/ or whole time directors for such term and subject to such remuneration, terms and
conditions as they may think fit.

(b) The Directors may from time to time resolve that there shall be either one or more managing
directors and/ or whole-time directors.
539
 (c) In the event of any vacancy arising in the office of a managing director and/or whole time
director, the vacancy shall be filled by the Board of Directors subject to the approval of the
Members.

(d) If a managing director and/or whole time director ceases to hold office as Director, he shall
ipso facto and immediately cease to be managing director/whole time director.

(e) The managing director and/or whole time director shall not be liable to retirement by rotation
as long as he holds office as managing director or whole-time director.

132. POWERS AND DUTIES OF MANAGING DIRECTOR OR WHOLE-TIME DIRECTOR

The managing director/whole time director shall subject to the supervision, control and direction of the
Board and subject to the provisions of the Act, exercise such powers as are exercisable under these
Articles by the Board of Directors, as they may think fit and confer such power for such time and to be
exercised as they may think expedient and they may confer such power either collaterally with or to
the exclusion of any such substitution for all or any of the powers of the Board of Directors in that
behalf and may from time to time revoke, withdraw, alter or vary all or any such powers. The managing
Directors/ whole time Directors may exercise all the powers entrusted to them by the Board of Directors
in accordance with the Board’s direction.

133. REIMBURSEMENT OF EXPENSES

The managing Directors/whole-time Directors shall be entitled to charge and be paid for all actual
expenses, if any, which they may incur for or in connection with the business of the Company. They
shall be entitled to appoint part time employees in connection with the management of the affairs of
the Company and shall be entitled to be paid by the Company any remuneration that they may pay to
such part time employees.

134. CHIEF EXECUTIVE OFFICER, MANAGER, COMPANY SECRETARY AND CHIEF

FINANCIAL OFFICER

Subject to the provisions of the Act —

(a) A chief executive officer, manager, company secretary and chief financial officer may be
appointed by the Board for such term, at such remuneration and upon such conditions as it may
think fit; and any chief executive officer, manager, company secretary and chief financial
officer so appointed may be removed by means of a resolution of the Board.

(b) A director may be appointed as chief executive officer, manager, company secretary or chief
financial officer. Further, an individual may be appointed or reappointed as the chairperson of
the Company as well as the managing Director or chief executive officer of the Company at
the same time.

(c) A provision of the Act or the Articles requiring or authorizing a thing to be done by or to a
Director and chief executive officer, manager, company secretary or chief financial officer
shall not be satisfied by its being done by or to the same person acting both as a Director and
as, or in place of, chief executive officer, manager, company secretary or chief financial officer.

540
COMMON SEAL

135. CUSTODY OF COMMON SEAL

The Board shall provide for the safe custody of the common seal for the Company and they shall have
power from time to time to destroy the same and substitute a new seal in lieu thereof.

136. SEAL HOW AFFIXED

The Directors shall provide a common seal for the purpose of the Company and shall have power from
time to time to destroy the same and substitute a new seal in lieu thereof, and the Directors shall provide
for the safe custody of the seal for the time being and the seal shall never be used except by or under
the authority of the Directors or a committee of the Directors previously given, and in the presence of
at least one Director and of the company secretary or such other person duly authorised by the Directors
or a committee of the Directors, who shall sign every instrument to which the seal is so affixed in his
presence.

The Company may exercise the powers conferred by the Act with regard to having an official seal for
use abroad and such powers shall accordingly be vested in the Directors or any other person duly
authorized for the purpose.

DIVIDEND

137. COMPANY IN GENERAL MEETING MAY DECLARE DIVIDENDS

The Company in General Meeting may declare dividends, but no dividend shall exceed the amount
recommended by the Board.

138. INTERIM DIVIDENDS

Subject to the provisions of the Act, the Board may from time to time pay to the members such interim
dividends of such amount on such class of shares and at such times as it may think fit and as appear to
it to be justified by the profits of the company.

139. RIGHT TO DIVIDEND AND UNPAID OR UNCLAIMED DIVIDEND

(a) Where capital is paid in advance of calls on shares, such capital, whilst carrying interest, shall
not confer a right to dividend or to participate in the profits.

(b) Where the Company has declared a dividend but which has not been paid or claimed within
thirty (30) days from the date of declaration, the Company shall within seven (7) days from the
date of expiry of the said period of thirty (30) days, transfer the total amount of dividend which
remains unpaid or unclaimed within the said period of thirty (30) days, to a special account to
be opened by the Company in that behalf in any scheduled bank to be called “Unpaid Dividend
Account”.

(c) Any money transferred to the unpaid dividend account of the Company which remains unpaid
or unclaimed for a period of seven (7) years from the date of such transfer, shall be transferred
by the Company to the fund known as Investor Education and Protection Fund established
under the Act and the Company shall send a statement in the prescribed form of the details of
such transfer to the authority which administers the said fund and that authority shall issue a
receipt to the Company as evidence of such transfer.
541
 (d) No unclaimed or unpaid dividend shall be forfeited by the Board before the claim becomes
barred by law.

(e) No unpaid dividend shall bear interest as against the Company.

(f) All other provisions under the Act will be complied with in relation to the unpaid or unclaimed
dividend.

140. DIVISION OF PROFITS

Subject to the rights of persons, if any, entitled to shares with special rights as to dividends, all dividends
shall be declared and paid according to the amounts paid or credited as paid on the shares in respect
whereof the dividend is paid, but if and so long as nothing is paid upon any of the shares in the
Company, dividends may be declared and paid according to the amounts of the shares.

141. DIVIDENDS TO BE APPORTIONED

All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on
the shares during any portion or portions of the period in respect of which the dividend is paid; but if
any share is issued on terms providing that it shall rank for dividend as from a particular date such share
shall rank for dividend accordingly.

142. RESERVE FUNDS

(a) The Board may, before recommending any dividends, set aside out of the profits of the
Company such sums as it thinks proper as a reserve or reserves which shall at the discretion of
the Board, be applied for any purpose to which the profits of the Company may be properly
applied, including provision for meeting contingencies or for equalizing dividends and pending
such application, may, at the like discretion either be employed in the business of the Company
or be invested in such investments (other than shares of the Company) as the Board may, from
time to time think fit and authorised under the applicable laws..

(b) The Board may also carry forward any profits when it may consider necessary not to divide,
without setting them aside as a reserve.

143. DEDUCTION OF ARREARS

Subject to the Act, no Member shall be entitled to receive payment of any interest or dividend in respect
of his share or shares whilst any money may be due or owing from him to the Company in respect of
such share or shares of or otherwise howsoever whether alone or jointly with any other person or
persons and the Board may deduct from any dividend payable to any Members all sums of money, if
any, presently payable by him to the Company on account of the calls or otherwise in relation to the
shares of the Company.

144. RETENTION OF DIVIDENDS

The Board may retain dividends payable upon shares in respect of which any person is, under Articles
57 to 70 hereinbefore contained, entitled to become a Member, until such person shall become a
Member in respect of such shares.

145. RECEIPT OF JOINT HOLDER

542
 Any one of two or more joint holders of a share may give effective receipt for any dividends, bonuses
or other moneys payable in respect of such shares.

146. DIVIDEND HOW REMITTED

Any dividend, interest or other monies payable in cash in respect of shares may be paid by electronic
mode or by cheque or warrant sent through the post directed to the registered address of the holder or,
in the case of joint holders, to the registered address of that one of the joint holders who is first named
on the Register of Members, or to such person and to such address as the holder or joint holders may
in writing direct. Every such cheque or warrant shall be made payable to the order of the person to
whom it is sent.

147. DIVIDENDS NOT TO BEAR INTEREST

No dividends shall bear interest against the Company.

148. TRANSFER OF SHARES AND DIVIDENDS

Subject to the provisions of the Act, any transfer of shares shall not pass the right to any dividend
declared thereon before the registration of the transfer.

CAPITALISATION OF PROFITS

149. CAPITALISATION OF PROFITS

(a) The Company in General Meeting, may, on recommendation of the Board resolve:

(i) that it is desirable to capitalise any part of the amount for the time being standing to
the credit of the Company’s reserve accounts or securities premium account or to the
credit of the profit and loss account or otherwise available for distribution; and

(ii) that such sum be accordingly set free for distribution in the manner specified in the
sub-clause (b) amongst the Members who would have been entitled thereto if
distributed by way of dividend and in the same proportion.

(b) 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 shares held by such Members
respectively;

(ii) paying up in full, unissued share of the Company to be allotted and distributed,
credited as fully paid up, to and amongst such Members in the proportions aforesaid;
or

(iii) partly in the way specified in sub-clause (i) and partly that specified in sub -clause
(ii).

(iv) A securities premium account and a capital redemption reserve account or any other
permissible reserve account may be applied as permitted under the Act in the paying
up of unissued shares to be issued to Members of the Company as fully paid bonus
shares.

543
 (v) The Board shall give effect to the resolution passed by the Company in pursuance of
these Articles.

150. POWER OF DIRECTORS FOR DECLARATION OF BONUS ISSUE

(a) Whenever such a resolution as aforesaid shall have been passed, the Board shall:

(i) make all appropriations and applications of the undivided profits resolved to be
capitalised thereby, and all allotments and issues of fully paid shares or other
securities, if any; and

(ii) generally do all acts and things required to give effect thereto.

(b) The Board shall have full power:

(i) 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 fractions; and

(ii) to authorize any person to enter, on behalf of all the Members entitled thereto, into an
agreement with the Company providing for the allotment to them respectively,
credited as fully paid up, of any further shares or other securities to which they may
be entitled upon such capitalization or as the case may require, for the payment by the
Company on their behalf, by the application thereto of their respective proportions of
the profits resolved to be capitalized, of the amount or any parts of the amounts
remaining unpaid on their existing shares.

(c) Any agreement made under such authority shall be effective and binding on such Members.

ACCOUNTS

151. WHERE BOOKS OF ACCOUNTS TO BE KEPT

The Books of Account shall be kept at the Office or at such other place in India as the Directors think
fit in accordance with the applicable provisions of the Act.

152. INSPECTION BY DIRECTORS

The books of account and books and papers of the Company, or any of them, shall be open to the
inspection of directors in accordance with the applicable provisions of the Act.

153. INSPECTION BY MEMBERS

No Member (not being a Director) shall have any right of inspecting any account or books or documents
of the Company except as conferred by law or authorised by the Board.

SERVICE OF DOCUMENTS AND NOTICE

154. MEMBERS TO NOTIFY ADDRESS IN INDIA

Each registered holder of shares 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
544
 be his place of residence.

155. SERVICE ON MEMBERS HAVING NO REGISTERED ADDRESS

If a Member has no 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
neighborhood of Office of the Company shall be deemed to be duly served to him on the day on which
the advertisement appears.

156. SERVICE ON PERSONS ACQUIRING SHARES ON DEATH OR INSOLVENCY OF

MEMBERS

A document may be served by the Company on the persons entitled to a share in consequence of the
death or insolvency of a Member 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.

157. PERSONS ENTITLED TO NOTICE OF GENERAL MEETINGS

Subject to the provisions of the Act and these Articles, notice of General Meeting shall be given:

(a) To the Members of the Company as provided by these Articles.

(b) To the persons entitled to a share in consequence of the death or insolvency of a Member.

(c) To the Directors of the Company.

(d) To the auditors for the time being of the Company; in the manner authorized by as in the case
of any Member or Members of the Company.

158. NOTICE BY ADVERTISEMENT

Subject to the provisions of the Act any document required to be served or sent by the Company on or
to the Members, 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.

159. MEMBERS BOUND BY DOCUMENT GIVEN TO PREVIOUS HOLDERS

Every person, who by the operation of law, transfer or other means whatsoever, shall become entitled
to any shares, shall be bound by every document in respect of such share which, previously to his name
and address being entered in the Register of Members, shall have been duly served on or sent to the
person from whom he derived his title to such share.

Any notice to be given by the Company shall be signed by the managing Director or by such Director
or company secretary (if any) or Officer as the Directors may appoint. The signature to any notice to
be given by the Company may be written or printed or lithographed.

WINDING UP

160. Subject to the applicable provisions of the Act–

545
 (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
members, in specie or kind, the whole or any part of the assets of the Company, whether they
shall consist of property of the same kind or not.

(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 Members or different classes of Members.

(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
member shall be compelled to accept any shares or other securities whereon there is any
liability.

(d) Any person who is or has been a Director or manager, whose liability is unlimited under the
Act, shall, in addition to his liability, if any, to contribute as an ordinary member, be liable to
make a further contribution as if he were at the commencement of winding up, a member of
an unlimited company, in accordance with the provisions of the Act.

161. APPLICATION OF ASSETS

Subject to the provisions of the Act as to preferential payment the assets of the Company shall, on its
winding up, be applied in satisfaction of its liabilities pari passu and, subject to such application shall
be distributed among the Members according to their rights and interests in the Company.

INDEMNITY

162. DIRECTOR’S AND OTHERS’ RIGHT TO INDEMNITY

Subject to the provisions of the Act, every Director and Officer of the Company shall be indemnified
by the Company against any liability incurred by him in defending any proceedings, whether civil or
criminal, in which judgment is given in his favour or in which he is acquitted or in which relief is
granted to him by the court or the tribunal. Provided, however, that such indemnification shall not apply
in respect of any cost or loss or expenses to the extent it is finally judicially determined to have resulted
from the negligence, willful misconduct or bad faith acts or omissions of such Director.

163. INSURANCE

The Company may take and maintain any insurance as the Board may think fit on behalf of its present
and/or former directors and key managerial personnel for indemnifying all or any of them against any
liability for any acts in relation to the Company for which they may be liable but have acted honestly
and reasonably.

SECRECY CLAUSE

164. SECRECY

No Member shall be entitled to inspect the Company’s works without the permission of the managing
director/Directors or to require discovery of any information respectively and detail of the 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 Members of the Company to
546
 communicate to the public.

GENERAL POWER

165. Wherever in the Act, 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 authorized by its articles,
then and in that case this Article authorizes and empowers the Company to have such rights, privileges
or authorities and to carry such transactions as have been permitted by the Act, without there being any
specific Article in that behalf herein provided.

166. At any point of time from the date of adoption of these Articles, if the Articles are or become contrary
to the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended (the “Listing Regulations”) the provisions of the
Listing Regulations shall prevail over the Articles to such extent and the Company shall discharge all
of its obligations as prescribed under the Listing Regulations, from time to time.

PART B2,3,491

On the date of listing of the Company’s equity shares on the Stock Exchanges, Part B shall automatically stand
deleted and shall not have any force and the provisions of the Part A shall automatically come in effect and be in
force, without any further corporate or other action by the Parties. It is clarified that, in case of any inconsistency
or contradiction, conflict or overlap between Part A and Part B of the Articles of Association, the provisions of
Part B of the Articles of Association shall prevail and be applicable until the date of listing of the Company’s
equity shares on the Stock Exchanges.

Subject to the requirements of applicable Law, in the event of any conflict between the provisions of Articles 1
to 166 and Articles 167 to 192 (Articles 167 to 192)92 being and referred to, as the “Amending Articles”), the
provisions of the Amending Articles shall prevail and apply.

Notwithstanding the provisions of Articles 1 to 166, the Company and the Shareholders shall not be bound by, or
subject to, any duties, obligations, or covenants under Articles 1 to 166 where such provisions conflict in any
manner with theAmending Articles.

The plain meaning of the Amending Articles shall always be given effect to, and no rules of harmonious
constructionshall be applied to resolve conflicts between Articles 1 to 166 and the Amending Articles.

167. DEFINITIONS AND INTERPRETATION

167.1. Unless the context otherwise requires, capitalized terms used in any part of this articles of association, to the
extent not inconsistent with the context thereof or otherwise defined herein, shall have the same meaning as
ascribed to such respective terms in the shareholders agreement dated 18 April 2018, as amended.

167.2. In these Articles, the following terms, to the extent not inconsistent with the context thereof, shall have the

91The Company in its Extra ordinary general meeting held on 28.06.2024, has passed special resolution to alter
Articles of Association in consonance with Amendment Agreement dated 27 March 2024 entered by the Company,
Promoters, Promoter Entity 1, Promoter Entity 2, Aravali Investment Holdings, WestBridge AIF I,Konark Trust,
MMPL Trust and Ashish Gupta.
92The company in its Extra ordinary general meeting held on 16.11.2024, has passed special resolution to alter its
Articles of Association to replace Article 77 to 102 with Article 167 to 192 to align the Part B with newly adopted Part
A.
The company in its Extra ordinary general meeting held on 18.12.2024, has passed special resolution to alter its
Articles of Association to amend Article 167 to 192.
547
 meanings assigned to them herein below:

(i) “Accepted Shares” shall have the meaning ascribed to it in Article 171.4.3. ;

(ii) “Act” shall mean the Companies Act, 1956 (to the extent that such enactment is in force and applicable to the
context in which such term is used herein), or 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 shall include all amendments,
modifications and re-enactments of the foregoing;

(iii) ““Affiliate” of a Person (the “Subject Person”) shall mean (i) in the case of any Subject Person otherthan a natural
Person, any other Person that, either directly or indirectly through one or more intermediate Persons, Controls,
is Controlled by or is under common Control with the Subject Person, and (ii) in the case of any Subject Person
that is a natural Person, shall include a Relative ofsuch Subject Person. For the purpose of this definition, an
Affiliate shall in relation to an Investor, includes any investment fund or special purpose vehicle that shares the
same investment manager and/ or the same investment advisor (such investment advisor being corporate entities).
Additionally, “Affiliate”, in respect of Investor 1, shall not include any portfolio companies and any Person
Controlled by such portfolio companies but shall be limited to, any fund, collective investment scheme, trust,
partnership (including, any co-investment partnership), special purpose or other investment vehicle or entities,
which is managed and/or advised by Mountain Managers Private Limited or WestBridge Capital Management,
LLC or WestBridge Capital Partners, LLC (ason the Execution Date or in the future) or their respective Affiliates,
but shall be deemed to exclude

2 The Company in its Extra ordinary general meeting held on 30.03.2022, has passed special resolution to alter and
include Part B (77 to 102) in its Articles of Association.
3 The Company in its Extra ordinary general meeting held on 25.04.2022, has passed special resolution to adoptArticles

of Association in consonance with Amendment to the Shareholders Agreement dated 31.03.2022 entered into the
Company, Promoters, Promoter Entity 1, Promoter Entity 2, Aravali Investment Holdings, WestBridge AIF I, Konark
Trust, MMPL Trust and Ashish Gupta and Share Subscription Agreement dated March 31, 2022, executed by and
between the Company, the Promoters, Promoter Entity 1, Promoter Entity 2, WestBridge AIF I, Konark Trust,
MMPL Trust and Ashish Gupta.
4 The Company in its Extra ordinary general meeting held on 20.06.2022, has passed special resolution to adopt

Articles of Association in consonance with Amendment Agreement dated 2 June 2022 to the Share Subscription
Agreement, Shareholders’ Agreement and Amendment to the Shareholders’ Agreement, entered into the Company,
Promoters, Promoter Entity 1, Promoter Entity 2, Aravali Investment Holdings, WestBridge AIF I, Konark Trust,
MMPL Trust and Ashish Gupta.]

the Company, any Controlled Affiliates of the Company. It is hereby clarified that Investor 1, WestBridge AIF,
Konark Trust and MMPL Trust shall be deemed to be Affiliates of each other for the limited purpose of this
Agreement. For the limited purposes of this Agreement, in case of WestBridge AIF, Konark Trust and MMPL
Trust, “Affiliates” shall mean the WestBridge entities that are parties to this Agreement and any Person who is
an Affiliate of Investor 1 only, as set out above;

(iv) “Affirmative Vote Matters” shall have the meaning ascribed to it in Article 168.18.1. ;

(v) “AG Debentures” shall mean the 2,00,000 (two lakh) compulsorily convertible debentures of INR100 (Rupees
One Hundred) each issued to Mr. Ashish Gupta pursuant to the investment agreement dated August 30, 2017,
having the terms and conditions set out in Article 190;

(vi) “Alpha” shall mean the property located at Plot No. 19/4 & 27 Kadubisanahalll Village, Varthur Hobli,
Bangalore-560103;

(vii) “Articles of Association” or “Articles” shall mean the articles of association of the Company, as amended from
time to time;

548
(viii) “Assets” shall mean any assets or properties of every kind, nature, character, and description (whether
immovable, movable, tangible, intangible, absolute, accrued, fixed or otherwise) as now operated, hired, rented,
owned or leased by a Person, including cash, cash equivalents, receivables, securities, accounts and notes
receivable, real estate, plant and machinery, equipment, trademarks, brands, other Intellectual Property, raw
materials, inventory, finished goods, furniture, fixtures and insurance;

(ix) “Big Four Firm” shall mean KPMG, PricewaterhouseCoopers, Ernst & Young, Deloitte Touche Tohmatsu
and/or their Affiliates eligible to practice in India, as per applicable Law;

(x) “Board” or “Board of Directors” shall mean the board of directors of the Company;

(xi) “Board Meeting” shall mean a meeting of the Board duly convened in accordance with the Act, the Charter
Documents and the Shareholders Agreement;

(xii) “Business”5 shall mean the business of earning rent and services income on the leasing, sub-leasing,licensing and
sub-licensing of commercial real estate (not amounting to transfer), including but not limited to construction
development, real estate development, and developing offerings centred around real estate spaces and solutions,
through a combination of smart spaces, dedicated spaces, shared employee conveniences and partnered spaces
on a pay-per-use model or a monthly rental model, and shall include each other business activity carried by the
Company from time to time.;

(xiii) “Business Day” shall mean a day on which scheduled commercial banks are open for business in Bangalore,
Mumbai, and Mauritius;

(xiv) “Business Plan” shall mean, the annual business plan for a Financial Year of the Company in relation to sales,
revenue and operation expenditure, cash flow, capital expenditure and key financial ratios of the Company, as
approved by the Board;

5The Company has altered the definition of “Business” in the Articles of Association by passing special resolution in
the EGM held on 16th day of October, 2018 at 1:00 PM

(xv) “Capital Restructuring” shall have the meaning ascribed to it in Article [Link].;

(xvi) “Cause” shall mean, with respect to each of the Promoters:

(a) gross negligence or willful misconduct in carrying out of the duties or obligations of the Promoter; or
(b) the Promoter being held guilty by a court of competent jurisdiction of fraud, embezzlement, theft, commission of an
offence involving moral turpitude, or proven dishonesty, in the course of his/her employment, or association with
the Company or any of its subsidiaries; or
(c) the Promoter having committed material breach (whether by one or several acts oromissions) of any of his/her
obligations under these Articles or any of the Transaction Documents and such breach is not cured within the
relevant cure period, if any, set out in the Transaction Documents; or
(d) the Promoter is adjudged insolvent or applies to be adjudged an insolvent or makes any compromise or
arrangement with his/her creditors during the course of any insolvency proceedings.

(xvii) “Charter Documents” shall mean collectively the Memorandum and the Articles;

(xviii) “Claims” shall mean any losses, Liabilities, claims, damages, costs and expenses, includingreasonable legal fees
and expenses in relation thereto;

(xix) “Claim Threshold” shall have the meaning ascribed to it in Article 184.8;

(xx) “Competitors” shall mean the Persons listed in Schedule II of the Shareholders Agreement, as well as their
respective Affiliates;
549
(xxi) “Control” shall mean the power to direct the management or policies of any Person, whether through the
ownership of over 50% (fifty per cent) of the voting power of such Person, or through the power to appoint more
than half of the board of directors or similar governing body of such entity, through contractual arrangements or
otherwise and the terms “Controls”, “under common Control”, and “Controlled” shall be construed
accordingly;

(xxii) “Conversion Price” shall have the meaning ascribed to it in Article [Link]. or Article [Link];

(xxiii) “Declining Party ” shall have the meaning ascribed to it in Article 170.3;

(xxiv) “Deed of Adherence” shall mean the deed of adherence, the form of which is attached as ScheduleIII to the
Shareholders Agreement;

(xxv) “De-Minimis Claim” shall have the meaning ascribed to it in Article 184.8;

(xxvi) “Dilutive Issuance” shall have the meaning ascribed to it in Article [Link].;

(xxvii) “Director” shall mean a director on the Board;

(xxviii) “Drag Along Notice” shall have the meaning ascribed to it in Article 173.2.1.;

(xxix) “Dragged Shareholders” shall have the meaning ascribed to it in Article 173.2.1.

(xxx) “Drag Sale” shall mean the sale of such number of Equity Securities of the Company to a Third Party Purchaser
as the Investor may mandate, by such of the Shareholders as the Investor may mandate, in each case at the
sole option and discretion of the Investor, and in the manner set out inArticle 173.2;

(xxxi) “Drag Sale Purchaser” shall have the meaning ascribed to it in Article 173.2.1.;

(xxxii) “Drag Sale Right” shall have the meaning ascribed to it in Article 173.2.1.;

(xxxiii) “DRHP” shall refer to draft red herring prospectus to be filed by the Company with SEBI, and the Stock Exchanges
in connection with the Proposed IPO;

(xxxiv) “Encumbrance” shall mean (a) any mortgage, charge (whether fixed or floating), pledge, lien, hypothecation,
assignment, deed of trust, security interest or other encumbrance of any kind securing, or conferring any priority
of payment in respect of, any obligation of any Person, including without limitation any right granted by a transaction
which, in legal terms, is not the granting of security but which has an economic or financial effect similar to the
granting of security under applicable Law, (b) any voting agreement, interest, option, pre-emptive rights, right
of first offer, refusal or transfer restriction in favour of any Person, and (c) any adverse claim as to title, possession
or use; “Encumber” shall be construed accordingly;

(xxxv) “Equity Securities”shall mean equity capital, Equity Shares, membership interests, partnership interests,
registered capital, joint venture or other ownership interests in the Company or any options, warrants or other
securities or rights that are directly or indirectly convertible into, or exercisable or exchangeable for, such equity
capital, Equity Shares, membership interests, partnership interests, registered capital, joint venture or other
ownership interests (whether or not such derivative securities are issued) in the Company;

(xxxvi) “Equity Shares” shall mean the equity shares of the Company whether issued or to be issued, having par value
of INR 1 (Rupee One) per equity share;

(xxxvii) “ESOP” shall have the meaning ascribed to it in Article 168.20(i);

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(xxxviii) “Events of Default” shall have the meaning ascribed to it in Article 18 4.1;
(xli)“Exempt Transfer” shall have the meaning ascribed to it in Article 171.2.4.;

(xlii) “Exercise Notice” shall have the meaning ascribed to it in Article 170.2;

(xliii) “Exit Period” shall have the meaning ascribed to it in Article 172.1;

(xliv) “Exit Trade Sale” shall mean any transaction whereby the Investor is able to sell all of its EquitySecurities in
the Company as part of a sale of a majority of the Equity Securities of the Company;

(xlv) “FCPA” shall mean the Foreign Corrupt Practices Act, 1977;

(xlvi) “First Closing Date-Series A CCPS” shall have the meaning ascribed to “First Closing Date” inthe Series A
SSA;

(xlvii) “First Closing Date-Series B CCPS” shall have the meaning ascribed to “First Closing Date” inthe Series B
SSA;

(xlviii) “FMV” means the fair market value of the Equity Shares as determined in terms of these Articles;

(xlix) “FMV Computation Date” shall have the meaning ascribed to it in Article 172.4;

(l) “Financial Statements” shall mean the audited financial statements comprising an audited
balancesheet as of the relevant Financial Year end and the related audited statement of income
for the Financial Year then ended, together with the auditor’s report thereon and notes thereto
prepared in accordance with Indian GAAP and applicable Laws;
(li) “Financial Year” shall mean the period commencing April 1 each calendar year and ending on March 31 the
succeeding calendar year;

(lii) “Fully Diluted Basis” shall mean that the calculation is to be made assuming that all outstanding Equity
Securities are converted (or exchanged or exercised) into Equity Shares of the Company (whether or not by their
terms then currently convertible, exercisable or exchangeable), including without limitation stock options
(including employee stock options), warrants and any outstanding commitments to issue Equity Shares at a future
date, whether or not due to the occurrence of an event or otherwise, have been so converted, exercised or
exchanged into Equity Shares of the Company in accordance with the terms of their issuance; and it is clarified
that all authorised optionsunder the ESOP would be included for the aforesaid calculation irrespective of whether
or not theyhave been issued, granted, vested or exercised;

(liii) “Good Reason” shall mean the occurrence of any of the following events:

(a) a substantial adverse change in the nature or scope of a Promoter’s authority or

responsibilities;
(b) a material reduction in the annual base salary of a Promoter from the base salary in effect
immediately prior to such event, except for an across-the-board salary reduction
similarlyaffecting all or substantially all management employees, as the case may be; or
(c) the relocation of the place of business at which a Promoter is principally located to a
location that is greater than 80 (eighty) kilometres from its location immediately prior to
such event;

(liv) “Government” or “Governmental Authority” shall mean any statutory authority, government department,
agency, commission, board, tribunal, court or other entity in India authorised to make Laws;

(lv) “Greater Preliminary Valuation” shall have the meaning ascribed to it in Article 172.4;

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(lvi) “IP Rights” or “Intellectual Property” shall mean all rights in and in relation to all intellectual property rights
subsisting in the products, services, etc., developed, being developed or proposed tobe developed by the Company
including all patents, patent applications, moral rights, trademarks, trade names, service marks, service names,
brand names, internet domain names and sub-domains,inventions, processes, formulae, copyrights, business and
product names, logos, slogans, trade secrets, industrial models, formulations, processes, designs, database rights,
methodologies, computer programs (including all source codes), technical information, manufacturing,
engineeringand technical drawings, know-how, all pending applications for and registrations of patents, entity
models, trademarks, service marks, copyrights, designs and internet domain names and sub-domains and all other
intellectual property or similar proprietary rights of whatever nature (whether registered or not and including
applications to register or rights to apply for registration) in each case anywherein the world;

(lvii) “Indemnity Notice” shall have the meaning ascribed to it in Article 184.4;

(lviii) “Independent Valuer” shall have the meaning ascribed to it in Article 172.4;

(lix) “Indian GAAP” shall mean generally accepted accounting principles applicable in India, consistently applied
throughout the specified period and in the comparable period in the immediately preceding year;

(lx) “INR” or “Rupees” or “Rs.” shall mean Indian rupees, being the lawful currency of India;

(lxi) “Investment Amount” shall mean the sum actually invested by the Investors into the Company,
which for the purpose of these Articles, shall mean up to INR 189,99,96,656.60 (Rupees One Hundred Eighty
Nine Crores Ninety Nine Lakhs Ninety Six Thousand Six Hundred Fifty Six and Sixty Paise Only);” ;

(lxii) “Investor” shall include (i) Aravali Investment Holdings, a company incorporated under the laws of Mauritius,
having its registered office at 4th Floor, Tower A, 1 Cybercity, Ebene, Mauritius (which expression shall, unless
it be repugnant to the context or meaning thereof, be deemed to mean and include its successors-in-interest and
permitted assigns); (ii) WestBridge AIF I, a fund registered under the Securities and Exchange Board of India
(Alternative Investment Funds) Regulations, 2012 as a Category II Alternative Investment Fund, represented by
its Trustee, Milestone Trusteeship Services Private Limited having its registered office at CoWrks Worli, PS56,
3rd Floor, Birla Centurion, Century Mills Compound, Pandurang Budhkar Marg, Worli, Mumbai –400 030 and
acting through its investment manager, Mountain Managers Private Limited having itsregistered office at 301, 3rd
Floor, Campus 6A, RMZ Ecoworld, Sarjapur Marathahalli Outer Ring Road, Bangalore 560103 (which
expression shall, unless repugnant to the context or meaning thereof, be deemed to include its successors and
permitted assigns); (iii) Konark Trust, a trust established under the laws of India, represented by and acting
through its Trustee, Mr. Sandeep Singhal, and having its office at C-76, Diamond District, Old Airport Road,
Kodihalli, Bangalore - 560008, Karnataka, India (which expression shall, unless repugnant to the context or
meaning thereof, be deemed to include its successors and permitted assigns); and (iv) MMPL Trust, a trust
established under the laws of India, represented by and acting through its Trustee, Mountain Managers Private
Limited, and having its office at 301, 3 rd Floor, Campus 6A, RMZ Ecoworld, Sarjapur Marathahalli Outer Ring
Road, Bangalore 560103, Karnataka, India (which expression shall, unless repugnant to the context or meaning
thereof, be deemed to include its successors and permitted assigns);

(lxiii) “Investor Director” shall have the meaning ascribed to it in Article 168.2.2.;

(lxiv)“Investor Indemnified Persons” shall have the meaning ascribed to it in Article 184.4;

(lxv) “Investor Observer” shall have the meaning ascribed to it in Article 168.2.3.;

(lxvi)“Investor Restriction” shall have the meaning ascribed to it in Article 176.1;

(lxvii) “Investor Valuer” shall have the meaning ascribed to it in Article 172.4;

(lxviii) “IPO” shall mean the initial public offering of shares including a fresh issue and/ or an offer for sale of securities or

552
 other securities (including depository receipts), either domestic or overseas, of the Company and consequent
listing of the Equity Shares of the Company in stock exchanges, domestic or overseas;

(lxix)“Issuance Notice” shall have the meaning ascribed to it in Article 170.1;

(lxx)“Issuance Price” shall have the meaning ascribed to it in Article 170.1;

(lxxi)“Issuance Shares” shall have the meaning ascribed to it in Article 170.1;

(lxxii) “Key Employees” shall mean all employees with an annual gross remuneration equalling or exceeding INR
50,00,000 (Rupees Fifty Lakhs), and any other employees as may be mutually agreed between the Parties;

(lxxiii) “Law” or “Laws” shall mean and include all applicable statutes, enactments, acts of legislature or Parliament, laws,
ordinances, rules, by-laws, regulations, notifications, guidelines, policies, directions, directives and orders of any
Governmental Authority, or recognised stock exchanges of India;

(lxxiv) “Lesser Preliminary Valuation” shall have the meaning ascribed to it in Article 172.4;
(lxxv) “Liability(ies)” shall mean all liability or liabilities that are actual, present and quantified;
(lxxvi) “Liquidation Entitlement” shall mean those amounts payable to the holders of Series A CCPS
and Series B CCPS under Article 189 and Article 191 respectively;

(lxxvii) “Liquidation Event” shall be deemed to include the following:

(a) commencement of any proceedings for the voluntary winding up of the Company in accordance with the Act or
the passing of an order of any court appointing a provisional liquidator or administrator in any other proceeding
seeking the winding up of the Company; or
(b) the consummation of a consolidation, merger, reorganization or other similar transaction (whether in one or a
series of transactions) of the Company resulting in its Shareholders (immediately prior to such transaction),
collectively, retaining less than a majority of the voting power of the Company or the surviving entity
immediately following such transaction after giving effect to any conversion, exercise or exchange of any Equity
Securities convertible into or exercisable or exchangeable for, such voting Equity Securities; or
(c) a sale, lease, license or other Transfer of over 40% (forty percent) of the Equity Securities or any block of Assets
of the Company or any Business related Intellectual Property of theCompany; or
(d) any change in Control; or
(e) a Trade Sale; or
(f) a Drag Sale; or
(g) an IPO; or
(h) a Third Party Sale; or
(i) an Exit Trade Sale.

(lxxviii) “Liquidation Proceeds” shall have the meaning ascribed to it in Article 189.2;

(lxxix) “Memorandum of Association” or “Memorandum” shall mean the memorandum of association of the
Company, as amended from time to time;

(lxxx) “Offer” shall have the meaning ascribed to it in Article 173.2.1.;

(lxxxi)“Offered Terms” shall have the meaning ascribed to it in Article170.1;

(lxxxii) “PCA” shall mean the Prevention of Corruption Act, 1988;

(lxxxiii) “Permitted Related Party Transactions” shall have the meaning ascribed to it in Clause (vii)
of
Schedule V of the Shareholders Agreement;

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(lxxxiv) “Person” shall mean any natural person, limited or unlimited liability company, corporation, partnership (whether
limited or unlimited), proprietorship, Hindu undivided family, trust, union, association, government or any
agency or political subdivision thereof or any other entity that may be treated as a person under applicable Law;

(lxxxv) “Pre-emptive Right” shall have the meaning ascribed to it in Article 170.1;

(lxxxvi)“Preference Amount” shall have the meaning ascribed to it in Article 189.2.1.;

(lxxxvii)“Preferential Dividend” shall have the meaning ascribed to it in Article 189.1.1.;

(lxxxviii) “Preliminary Valuation” shall have the meaning ascribed to it in Article 172.4;

(lxxxix) “Preliminary Valuation Report” shall have the meaning ascribed to it in Article 172.4;

(xc) “Promoter 1” shall mean Rishi Das, an adult Indian citizen currently residing at Villa 267, Adarsh Palm Retreat,
Devarabeesanahalli, Outer Ring Road, Bellandur Post, Bangalore-560103 (which expression shall, unless
repugnant to the context or meaning thereof, be deemed to mean and include his successors, legal heirs and permitted
assigns);

(xci) “Promoter 2” shall mean Anshuman Das, an adult Indian citizen currently residing at Villa 268, Adarsh Palm Retreat,
Devarabeesanahalli, Outer Ring Road, Bellandur Post, Bangalore-560103 (which expression shall, unless
repugnant to the context or meaning thereof, be deemed to mean and include his successors, legal heirs and
permitted assigns);

(xcii) “Promoter 3” shall mean Meghna Agarwal, an adult Indian citizen currently residing at Villa 267, Adarsh Palm
Retreat, Devarabeesanahalli, Outer Ring Road, Bellandur Post, Bangalore-560103 (which expression shall,
unless repugnant to the context or meaning thereof, be deemed to include her successors, legal heirs and permitted
assigns);

(xciii) “Promoters” shall mean a collective reference to Promoter 1, Promoter 2, and Promoter 3; (xciv)

“Promoter Director” shall have the meaning ascribed to it in Article 168.2.2.;

(xcv) “Promoter Entity 1” shall mean Careernet Technologies Pvt Ltd, a company having its registered office at Careernet
Campus, Plot No 53, Deverabisanahalli, Outer Ring Road, Bellandur Post, Bangalore – 560 103 (which
expression shall, unless repugnant to the context or meaning thereof, be deemed to include her successors, legal
heirs and permitted assigns);

(xcvi) “Promoter Entity 2” shall mean HirePro Consulting Pvt Ltd, a company having its registered office at Careernet
Campus, Plot No 53, Deverabisanahalli, Outer Ring Road, Bellandur Post, Bangalore
– 560 103 (which expression shall, unless repugnant to the context or meaning thereof, be deemedto include her
successors, legal heirs and permitted assigns);

(xcvii)“Promoter Observer” shall have the meaning ascribed to it in Article 168.2.3.;

(xcviii)“Promoter Valuer” shall have the meaning ascribed to it in Article 172.4;

(xcix) “Proposed IPO” shall refer to the IPO approved by the Board, by way of its resolution passed on 18

December 2024 which was superseded by another resolution of our Board dated 18 December 2024 and by the

Shareholders by way of a resolution in a general meeting passed on 18 December 2024 which was superseded

554
 by a special resolution in their EGM held on December 23, 2024;

(xcix)i“Proposed Issuance” shall have the meaning ascribed to it in Article 170.1;

(c) “Proposed Transferee” shall have the meaning ascribed to it in Article 171.4.2.;

(d) (ci) “Put Notice” shall have the meaning ascribed to it in Article 184.2.2;

(cii) “Put Price” shall have the meaning ascribed to it in Article 184.2.2.;

(ciii)“Put Securities” shall have the meaning ascribed to it in Article 184.2.2.;

(civ) “Relative” shall mean, a relative as defined under Section 2(77) of the Companies Act, 2013 andthe rules
framed thereunder;

(cv) “Released Shares” shall have the meaning ascribed to it in Article 171.1(i);

(cvi)“Relevant Percentage” shall have the meaning ascribed to it in Article 189.7;

(cvii)“Restricted Shares” shall have the meaning ascribed to it in Article 171.1(i);

(cviii)“Restriction Period” shall have the meaning ascribed to it in Article 171.1(ii);

(cix) “RHP” shall refer to the Red Herring Prospectus to be issued by the Company in accordance with Section

32 of the Act and SEBI ICDR Regulations in connection with the Proposed IPO.

(cix)i“ROFR Exercise Notice” shall have the meaning ascribed to it inArticle171.4.3.;

(cx)“ROFR Period” shall have the meaning ascribed to it in Article 171.4.3.;

(cxi)“ROFR Price” shall have the meaning ascribed to it in Article 171.4.2.;

(cxii) “SEBI” shall mean the Securities and Exchange Board of India;

(cxiii) “Second Closing Date-Series B CCPS” shall have the meaning ascribed to “Second Closing Date”it in Series B
SSA;

(cxiv) “Series A CCPS” shall mean fully and compulsorily convertible preference shares of face value INR 1 (Rupee
one) each, issued by the Company on the terms and conditions set forth in Article 189. Accordingly, the
Conversion Price for the Series A CCPS and the number of Series A CCPS shall stand adjusted and modified
accordingly;

(cxv) “Series B CCPS” shall mean fully and compulsorily convertible preference shares of face value of INR 1 (Rupee
one) each issued by the Company having the terms and conditions set out in Article 191. Accordingly, the
Conversion Price for the Series B CCPS and the number of Series B CCPS shall stand adjusted and modified
accordingly;

(cxvi) “Series A SSA” shall mean the share subscription agreement dated April 18, 2018, executed by andbetween the
Company, the Promoters, and the Investor;

(cxvii) “Series B SSA” shall mean the share subscription agreement dated March 31, 2022, executed by and between the
Company, the Promoters, Promoter Entity 1, Promoter Entity 2, WestBridge AIF I, Konark Trust, MMPL Trust
and Ashish Gupta;

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(cxviii) “Share Capital” shall mean the total paid up share capital of the Company determined on a Fully Diluted Basis;

(cxix) “Shareholders” shall mean the shareholders, from time to time, of the Company;

(cxx) “Shareholders Agreement” shall mean the shareholders’ agreement dated April 18, 2018, executed by and between
the Company, the Promoters, and the Investor as amended pursuant to the Amendment to Shareholders’
Agreement dated 31 March 2022 entered into amongst the Company,the Promoters, Promoter Entity 1, Promoter
Entity 2, Aravali Investment Holdings, WestBridge AIF I, Konark Trust, MMPL Trust and Ashish Gupta;

(cxxi) “Subsidiary” with respect to any Person shall have the meaning ascribed to the term under the

Act;

(cxxii) “Tag Along Exercise Notice” shall have the meaning ascribed to it in Article 170.5.2.;

(cxxiii)“Tag Along Right” shall have the meaning ascribed to it in Article 171.5.1.;

(cxxiv)“Tag Along Shares” shall have the meaning ascribed to it in Article 171.5.2.;

(cxxv) “Tax”, “Taxes” or “Taxation” shall mean any and all form of direct and indirect taxes with reference to income,
profits, gains, net wealth, asset values, turnover, gross receipts including but not limited to all duties (including
stamp duties), excise, customs, service tax, value added tax, goods and sales tax, charges, fees, levies or other similar
assessments by or payable to a Governmental Authority (including its agent and persons acting under its
authority), including without limitation in relation to (a) income, manufacture, import, export, services, gross
receipts, premium, immovable property, movable property, assets, profession, entry, capital gains, expenditure,
procurement, wealth, gift, sales, use, transfer, licensing, withholding, employment, payroll, fringe benefits and
franchise taxes and (b) any interest, fines, penalties, assessments, or additions to tax resulting from,attributable to
or incurred in connection with any proceedings, contest, or dispute in respect thereof;

(cxxvi) “Third Party” shall mean any Person other than the parties to the Shareholders Agreement;

(cxxvii) “Third Party Purchasers” shall have the meaning ascribed to it in Article 174.2.;

(cxxviii) “Third Party Sale” shall mean any transaction whereby the Investor is able to sell all of its Equity Securities in
the Company;

(cxxix) “Third Valuer” shall have the meaning ascribed to it in Article 172.4;

(cxxx) “Trade Sale” shall mean a sale of all, or substantially all, of the outstanding Equity Securities of the Company;
93
(cxxxi) “Transaction Documents” shall mean the following

(a) the shareholders’ agreement dated 18 April 2018 as amended vide amendment to shareholders’ agreement dated
31 March 2022 and amendment agreement dated 2 June 2022 and amendment agreement dated 27 March 2024;
(b) the SSA, as amended vide this amendment agreement dated 2 June 2022;
(c) the share subscription agreement entered into between the Company, Aravali Investment Holdings, Rishi Das,
Anshuman Das and Meghna Agrawal (“Series A SSA”); and
(d) Waiver cum Amendment Agreement to the Shareholders’ Agreement dated 18 April 2018 as amended dated 23
December 2024
(e) any other documents mandated hereunder or under the Series A SSA and/or Series B SSA

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Altered vide special resolution passed at EGM on 28th June 2024.
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(cxxxii) “Transfer” (including with correlative meaning, the terms “Transferred by” and“Transferability”) shall mean
to transfer, sell, assign, pledge, hypothecate, create a security interest in or lien on, place in trust (voting or
otherwise), exchange, gift or transfer by operation of Law or in any other way subject to any Encumbrance or
dispose of, whether or not voluntarily;

(cxxxiii) “Transferring Shareholder” shall have the meaning ascribed to it in Article 171.4.2.;

(cxxxiv) “Transfer Shares” shall have the meaning ascribed to it in Article 171.4.2.;

(cxxxv)“Unsubscribed Issuance Exercise Notice” shall have the meaning ascribed to it in Article 170.5;

(cxxxvi) “Unsubscribed Issuance Notice” shall have the meaning ascribed to it in Article 170.4;

(cxxxvii) “Unsubscribed Issuance Shares” shall have the meaning ascribed to it in Article 170.3;

(cxxxviii) “Viable Exit” shall mean an IPO, Third Party Sale, or an Exit Trade Sale at a valuation whichprovides the
Investors at least the sum of:

(A) the higher of (i) INR 359,99,99,046.00 (amount equal to 4x subscription price paid by the
Investors under the Series A SSA) and (ii) the FMV of the Equity Securities subscribed by the Investors under
the Series A SSA; and

(B) the higher of (i) INR 199,99,93,790.20 (amount equal to 2x subscription price paid by the
Investors under the SSA) and (ii) the FMV of the Equity Securities subscribed by the Investors under the SSA
within the Exit Period, (such higher amount is referred to as the “Viable Price”), andwherein:

(a) The purchaser is a bona fide third party unrelated in any manner to any of the Partiesand in which none of the
Parties directly or indirectly holds any share or interest;
(b) the entire consideration due to the Investors is discharged in cash through normal banking channels;
(c) the entire consideration due to the Investors is discharged in a single tranche payment with no amounts withheld
or held in escrow;
(d) in the event of an IPO, the Investors are not required to call itself and the Company doesnot refer to the Investors
as ‘promoter’ in any offer documents, nor are the Investors required to offer any of their Equity Securities for
any ‘promoter lock-in’; and
(e) the Investors are not required to make any representations or warranties, provide any covenants or undertakings,
grant any indemnifications or incur any obligations to any proposed transferee or any other Person (other than in
relation to authority, capacity, and title to the Equity Securities held by them).

167.3. Except where the context requires otherwise, these Articles will be interpreted as follows:

167.3.1. Headings are for convenience only and do not affect the construction or interpretation of any
provisionof these Articles.

167.3.2. In addition to the above terms, certain terms may be defined elsewhere in these Articles and wherever
such terms are used in these Articles, they shall have the meaning so assigned to them.

167.3.3. The terms referred to but not defined in these Articles shall, unless defined otherwise or unless
inconsistent with the context or meaning thereof, shall have the same meaning as ascribed to such termsunder the
Series A SSA and/or Series B SSA (as the context may require).

167.3.4. All references in these Articles to statutory provisions shall be statutory provisions for the time being
in force and shall be construed as including references to any statutory modifications, consolidation or re-
enactment for the time being in force and all statutory rules, regulations and orders made pursuant toa statutory

557
 provision.

167.3.5. Words denoting singular shall include the plural and vice versa and words denoting any gender shall
include all genders unless the context otherwise requires.

167.3.6. Any reference to “writing” includes printing, typing, lithography and other means of reproducing wordsin
permanent visible form.

167.3.7. The terms “include” and “including” shall mean, “include without limitation”.

167.3.8. The term “directly or indirectly” in relation to a Party shall mean and include any direct or indirect
action/s on the part of or by or on behalf of the Party in question either by himself or herself or in conjunction
with or on behalf of any Person including through an Affiliate whether as an employee, consultant, proprietor,
partner, director, contractor or otherwise, whether for profit or otherwise.

167.3.9. If any provision in Article 167.1 is a substantive provision conferring rights or imposing obligations
on any Party, effect shall be given to it as if it were a substantive provision in the body of these Articles.

167.3.10. Any references to ‘days’, ‘weeks’, ‘months’ and ‘years’ shall mean days, weeks, months and years
as per the Gregorian Calendar.

167.3.11. References to the knowledge, information, belief or awareness of any Person shall be deemed to
include the knowledge, information, belief or awareness of such Person after examining all information and
making all due diligence inquiries and investigations which would be expected or required from a Person of
ordinary prudence.

167.3.12. Capitalised terms used in these Articles, specifically under Articles 171.8, 171.9, and 171A, but not
defined,shall have the meaning as ascribed to such term under the Debenture Documents.

168. MANAGEMENT OF THE COMPANY

168.1. Directors

Subject to the provisions of these Articles, the Company shall be managed by the Board of Directors who shall
have powers to do all acts and take all actions that the Company is authorized to do or take; subject only to the
proviso that those matters that are statutorily required under the Act to be approved by the Shareholders shall be
referred for approval by the Shareholders.

168.2. Board Composition

168.2.1. The Board of the Company shall consist of such number of Directors along with the composition, as may be
required or permitted under applicable Law.

168.2.2. The Investor shall have the right to nominate 1 (one) Director (“Investor Director”), and the Promoters shall
collectively have the right to nominate 3 (three) Directors (“Promoter Director(s)”), in the manner laid down in
this Article 168 and subject to compliance of the board composition with the SEBI (Listing Obligations and
Disclosure Requirements), 2015 (“SEBI Listing Regulations”) and the Companies Act, 2013.

168.2.3. In addition to the right to appoint the Investor Directors, the Company will permit 1 (one) representative of the
Investor (“Investor Observer”) and 1 (one) representative of the Promoters collectively (“Promoter
Observer”) to attend all the Board Meetings and all committees thereof (whether in person, telephonic or other)
in a non-voting, observer capacity and shall provide to the said parties, concurrently with the members of the
Board, and in the same manner, notice of such meeting and a copy of all materials provided to such members.
The Investor may also choose to appoint additional Investor Observers in lieu of the Investor Director(s) it is
558
 entitled to nominate, inwhich case the Board seats available to the Investor shall remain vacant, till such time
that the Investor chooses to nominate Investor Director(s).

168.2.4. The Investor may require the removal of the Investor Directors or the Investor Observers appointed by it and
nominate other individual(s) as Investor Directors or Investor Observers in their place and,other Shareholders shall
exercise their rights to ensure such removal and appointment as aforesaid.

168.2.5. The Promoters may require the removal of any 1 (one) or more of the Promoter Directors or the Promoter
Observers appointed by them and nominate other individual(s) as Promoter Directors or Promoter Observers in
their place and, other Shareholders shall exercise their rights to ensure such removal and appointment as aforesaid.

168.2.6. Any person to be nominated on the Board shall be a person of high calibre, strong business reputation, adhering
to high ethical standards and possessing necessary leadership skills and business experience. He or she shall not
have been found guilty of any acts of moral turpitude or have been convicted of any such offence.

168.3. Appointment, Removal and Replacement

168.3.1. The Shareholders and the Board shall procure that each appointment, removal or replacement of the Investor
Directors and the Promoter Directors in terms of Article 168.2, Article 168.4 and Article 168.15 is implemented
without delay and where necessary, meetings of the Shareholders of the Company, or Board Meetings, as
applicable, are convened for this purpose.

168.3.2. The Shareholders and the Board shall vote in favour of any such appointment, removal or replacement at any
meeting of the Shareholders and use their reasonable endeavours to procure thateach Shareholder’s respective
nominee to the Board or their alternates, vote in favour of any such appointment, removal or replacement at any
such meeting.

168.4. Casual Vacancies

168.4.1. If any of the Investor Directors retires, resigns, vacates or is removed from office before his/her termexpires, the
resulting casual vacancy may only be filled by another Person nominated by the Investor.

168.4.2. If any of the Promoter Directors retires, resigns, vacates or is removed from office before his/her term expires,
the resulting casual vacancy may only be filled by a Person nominated by the Promoters.

168.5. Proceedings of the Board

The Board shall hold meetings, approve decisions or pass resolutions and grant consents in accordance withthe
procedures set out in this Article 168.

168.6. Number of Board Meetings and Venue

168.6.1. Subject to Applicable Laws, including the SEBI Listing Regulations and the Companies Act, 2013, the Board
shall meet at least 4 (four) times in every calendar year, with not more than 120 (one hundred and twenty) days
between meetings. Board Meetings shall be held at such place, within or outside India, as mutually decided by
the Promoters and Investor, from time to time.

168.6.2. Subject to applicable Laws, all reasonable expenses and costs (including travel and accommodationcost) incurred
by the Investor, Investor Directors and the Investor Observers for such Board Meetings, shall be borne by the
Company.

168.7. Convening Board Meetings

Any Director may, and the secretary of the Company, if so appointed, shall, on the requisition of a Director,

559
 summon a Board Meeting, in accordance with the notice and other requirements set out in this Article 168.

168.8. Notice for Board Meetings

At least 7 (seven) days prior written notice shall be given to each of the Directors, of any Board Meeting. A
Board Meeting may be held at shorter notice with the written consent (which may be signified by a letter or e-
mail with receipt acknowledged) of a majority of the Directors, including the Investor Directors.

168.9. Contents of Notice

168.9.1. Every notice of a Board Meeting shall set forth in full and sufficient detail each item of the businessto be transacted
thereat, and no item or business shall be transacted at such Board Meeting, unless the same has been stated in
full and in sufficient detail in the notice convening the meeting, except as otherwise consented to by all the
Directors, or their respective alternate Directors.

168.9.2. The draft resolutions and other documents for all matters to be considered at the Board Meeting must be furnished
to all the Directors along with the notice for the Board Meeting. The secretary (ifany) of the Company or the
whole-time director of the Company shall prepare the notice for the meetings.

168.10. Quorum for the Board Meetings

168.10.1. The quorum for a Board Meeting shall be at least 1 (one) Investor Director. Provided that, if the
Investor has not nominated the Investor Director(s), the presence of the Investor Observer shall be necessary to
constitute quorum for a Board Meeting.

168.10.2. In case any Investor Director is not able to attend the Board Meeting, he may provide his consent
inwriting and if the requisite number of Directors are present as required under the Act, such Directorsshall form
valid quorum, provided that the proceedings at such Board Meeting shall not deal with any Affirmative Vote
Matters unless the Affirmative Vote Matter have been previously consented to by the Investor, in which event
the Board will only act in accordance with such consent.

168.10.3. If quorum (as required under this Article 168.10) is not met at a Board Meeting within half an
hour of the time appointed for a properly convened meeting, the meeting shall be adjourned for 5 (five) Business
Days to be held at the same place and time of day.

168.10.4. If at such adjourned Board Meeting a quorum is not present within half an hour of the time appointed
for a properly convened meeting the meeting shall be adjourned again for 5 (five) Business Days tobe held at the
same place and time of day.

168.10.5. At such adjourned meeting, the Board members present shall, subject to the provisions of the Act,
constitute a quorum, provided that the proceedings at such Board Meeting shall not deal with any Affirmative
Vote Matters.

168.11. Committees of the Board

168.11.1. Only the Board can appoint a committee of Directors or delegate its powers to any Persons.

168.11.2. The Investor Directors and Investor Observers shall be appointed (if so elected by the Investor)
on the committees formed by the Board, subject to compliance with the SEBI Listing Regulations and the SEBI
(Prohibition of Insider Trading) Regulations, 2015.

168.11.3. The provisions relating to the proceedings of the Board Meetings contained herein shall apply
mutatis mutandis to the proceedings of the meetings of the committee of the Board.

168.12. Electronic Participation

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 The Directors may participate and vote in the Board Meetings by telephone or video conferencing or any other
means of contemporaneous communication, in the manner permitted under applicable Laws and by the Ministry
of Corporate Affairs from time to time. Notwithstanding the aforesaid, it is clarified that in relation to any
Affirmative Vote Matter, the written confirmation (which may also be supplied via e-mail) of the Investor
approving the proposal with respect to the Affirmative Vote Matter shall always be required before the Company
may transact, or takes any action or decision in relation to the Affirmative Vote Matter.

168.13. Circular Resolutions

The Board may act by written resolution, or in any other legally permissible manner, on any matter, except for
matters, specified otherwise in these Articles or which by Law may only be acted upon at a meeting. Subject to
any restrictions imposed by Law, no written resolution shall be deemed to have been duly adopted by the Board,
unless such written resolution shall have been approved by the requisite majority of Directors under Law and as
provided in various provisions in these Articles, subject to compliance with Article 168.18.

168.14. Chairman

In case of an equality of votes, the Chairman of the Board, if any, shall have a second or casting vote.

168.15. Alternate Directors

Any Director appointed to the Board shall be entitled to nominate an alternate to attend and vote at Board
Meetings in his absence. Such alternate shall be approved in writing by the Shareholders who have appointed
such nominating Director and shall be appointed by the Board in accordance with the provisions of the Act.

168.16. Decisions of the Board

Subject to the provisions of Article 168.18, all questions arising at any Board Meeting or decision by circular
resolutions shall be decided by a simple majority of votes.

168.17. Liability of Investor Directors

168.17.1. The Promoters and the Company expressly agree that the Investor Directors will be non-executive
Directors.

168.17.2. The Promoters and the Company expressly agree that the Investor Directors shall not be identified
as officers in charge/ default of the Company or occupiers of any premises used by the Company oran employer
of the employees of the Company. Further, the Promoters and the Company undertaketo ensure that the other
Directors or suitable Persons are nominated as officers in charge/ default and for the purpose of statutory
compliances, occupiers or employers, as the case may be, in order to ensure that the Investor Directors do not
incur any liability, whether actual or contingent, presentor future, quantified or unquantified.

168.18. Affirmative Vote Matters

168.18.1. Notwithstanding any other provision of these Articles or any power conferred upon the Board by
these Articles, the Act or the Articles, neither the Company nor any Shareholder, Director, officer, committee,
committee member, employee, agent or any of their respective delegates shall (whetherin any Board Meeting,
meeting of a committee of Directors, general meeting, through any resolutions by circulation or otherwise, with
respect to the Company) take any decisions or actions in relation to any of the matters set forth below
(“Affirmative Vote Matters”), without the affirmative prior written consent of the Investor:

[Link]. any amendment of the Memorandum or Articles;

[Link]. any amendment to the list of Competitors;

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[Link]. any alteration with respect to the rights of any class of shares (including the rights attached to
the Series A CCPS) and issuance of Equity Securities, or any modification in the capital structure of the Company
(including transfers of shares);
[Link]. any change in the authorized, subscribed, issued or paid up capital including issuing of Equity
Securities, alteration of rights attached to any shares, creation of new classes of shares or reclassification of shares
and redemption or repurchase of any shares;
[Link]. any change in the terms of issuance of any class of shares or debentures, including changes to
inthe terms of conversion or redemption of debentures that may have been issued prior to the Execution Date, in
any manner, that may result in the capitalization tables set out in the Series ASSA to be incorrect;
[Link]. any change in the business or commencement or acquisition of a new line of business, or any
transactions involving the sale, acquisition, creation, modification, encumbrance, or destruction of any assets
(including Equity Securities and IP Rights) or properties (or any rights thereto) in excess of Rs. 5 crore in any
year when taken as an aggregate;
[Link]. any change in the size of the ESOP and employee option grants as under these Articles;
[Link]. adoption of, amendment of, approval of, and any deviations or variations in costs or expenses
that are in excess of 5% (five percent)from the Business Plan;
[Link]. any transactions between the Company and any related party, save for the Permitted Related
Party Transactions, subject to there being no material variations in the terms of such Permitted Related Party
Transactions post the Effective Date;
[Link]. any allotment of shares under the ESOP or management stock option scheme (by whatever
namecalled);
[Link]. any change in the accounting or tax policies of the Company, and appointment and removal
of independent internal and statutory auditors, including the scope of work, terms of reference, or any
modifications, changes thereto;
[Link]. any change in the constitution, number or structure of the Board of Directors, save as permitted
under these Articles;
[Link]. any merger, acquisition, recapitalization, or restructuring of the Company’s authorized and
paid- up share capital, business combination, consolidation, reorganization, or other change of Control of the
Company;
[Link]. any winding-up, liquidation or dissolution of the Company, or filing for “bankruptcy” or “sick
company” or similar protection from creditors;
[Link]. any declaration of dividends;
[Link]. any change in the terms of employment of the Promoters or Key Employees, including hiring,
suspension, and termination, and including any changes in their rights, duties, and terms of compensation;
[Link]. an IPO/public offer/offer for sale;
[Link]. any sale, Transfer, mortgage of all or a principal part of the Company’s Assets or property
(excluding raw materials, inventory, and finished goods) or any Transfer in the form of an exclusive license of
IP Rights of the Company or any change in the scope of the Company’s Business (including the entering into
new business or ceasing any part of the Business, save as contemplated in the Business Plan);
[Link]. any creation of Encumbrance/lien against any Asset or right of the Company (including any
IP Rights or other intangible property or rights) or any incurrence by the Company of absolute or contingent
indebtedness for borrowed money, or any assumption or guarantee by the Company of any Liability of any
Person (other than transactions incurred in the ordinary course of the Company’s business for such amount as
agreed to in the Business Plan);
[Link]. any creation of any Subsidiary of the Company whether by formation, acquisition or otherwise
or any dissolution or divesting from any Subsidiary;
[Link]. acquisition of leasehold or license rights in any real property involving (a) capital expenditure
greater than INR 50,00,00,000 (Rupees fifty Crores); or (b) payment of an advance and/or security deposit
exceeding INR 20,00,00,000 (Rupees Twenty Crores); or (c) payment of monthly rent exceeding INR
3,00,00,000 (Rupees three) and not provided for under the Annual Budget or the Business Plan, or (d) size of
over 4,00,000 sq ft, provided however that (i) any purchase of immoveable property and/or any lease exceeding
20 years, shall only be undertakenwith the consent of the Investor and (ii) acquisition of leasehold or license
rights in any real property involving capital expenditure, payment of an advance and/or security deposit, or
payment of monthly rent less than the aforementioned thresholds, and not provided under the Annual
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 Budget or the Business Plan, shall only be undertaken in consultation with the Investor;
[Link]. any amendment to the list of Competitors as mentioned in Schedule II of the Shareholders
Agreement;
[Link]. any change in status of the Company between a private limited company and public limited
company; and
[Link]. the exercise or refusal to exercise or failure to exercise any right of first refusal under Article
171.

168.18.2. The Parties agree that the principles set out in this Article 168.18 are fundamental to the
governance of the Company and each Party undertakes not to commit any act or omission that would violate or
prejudice the spirit and intent of this Article 168.18.

168.18.3. If any other provision of these Articles conflicts with the provisions of this Article 168.18, the
provisions of this Article 168.18 shall prevail and be given effect to.

168.19. Employee Stock Option Plan

168.19.1. As on the First Closing Date-Series A CCPS, the Company has reserved an employee stock option
pool comprising 2.18% (two point eighteen percent) of the Share Capital (“ESOP”) for the benefit of thesenior
management and employees of the Company (other than the Promoters and their Affiliates), on terms (including
conversion or exercise price of the options) agreeable to the Investor. Options issued under the ESOP shall be
convertible only into Equity Shares.

168.19.2. All employees of the Company who shall purchase, or receive options to purchase, Equity Shares
under the ESOP following the date hereof shall be required to execute share purchase or option agreements, in
the manner stated in the ESOP. Upon exercise of the ESOPs by the employees, eachsuch employee shall agree to
be bound by the terms of the ESOP and the terms hereof to the extent applicable and shall be considered as
Shareholders for the purposes hereof. As regards the advisors,the terms on which the Equity Shares will be issued,
shall be as agreed between the advisors and theBoard and recorded in a separate agreement to that effect (with the
prior consent of the Investor).

168.19.3. Any change to the number of Equity Shares or the terms of such ESOP after adoption shall require
the consent of the Investor.

169. SHAREHOLDERS MEETINGS

169.1. General Meetings

An annual general meeting of the Shareholders shall be held as per the provisions of the Act. Subject to the
foregoing, the Board may, on its own or at the request of either of the Investor, convene an extraordinary general
meeting of the Shareholders, whenever they deem appropriate.

169.2. Notices for General Meetings

Subject to Applicable Law, at least 21 (twenty one) days’ prior written notice of every general meeting of the
Shareholders shall be givento all Shareholders whose names appear on the register of members of the Company.
A meeting of the Shareholders may be called by giving shorter notice with the written consent of the minimum
number of Shareholders as provided by the Act (which shall necessarily include the consent of the Investor).

169.3. Contents of Notice

The notice shall specify the place, date and time of the meeting. Every notice convening a meeting of the
Shareholders shall be in full compliance with applicable Laws and shall set forth in full and sufficient detail
the business to be transacted thereat, and no business shall be transacted at such meeting unless the same has
563
 been stated in the notice convening the meeting.

169.4. Chairman for General Meeting

169.4.1. The chairman of the Board shall be the chairman for all general meetings. The chairman of the general meeting
shall not have any second or casting vote.

169.4.2. English shall be the language used at all Shareholder meetings and non-English speaking Shareholders shall be
required to express themselves through interpreters who have entered into confidentiality agreements with the
Company.

169.5. Proxies and Authorised Representatives

Any Shareholder may appoint another Person as his proxy (and in case of a corporate Shareholder, an authorized
representative) to attend a meeting and vote thereat on such Shareholder’s behalf, provided that thepower given
to such proxy or representative must be in writing. Any Person possessing a proxy or other such written
authorization with respect to any Equity Shares shall be able to vote on such Equity Shares and participate in
meetings as if such Person were a shareholder, subject to applicable Law.

169.6. Quorum for General Meetings

2 (two) Shareholders of the Company, provided that an authorized representative of the Investor is present (unless
waived by the Investor in writing), shall be necessary to form quorum for a valid general meeting unless the
authorized representative of the Investor, provides written notice prior to commencement of any general meeting
or adjourned meeting waiving the requirement of his presence to constitute valid quorum for a particular general
meeting or adjourned meeting, as the case may be.

169.7. Adjournment of General Meetings for lack of Quorum

169.7.1. If quorum is not met within 30 (thirty) minutes of the scheduled time for any Shareholders’ meetingor ceases to
exist at any time during the meeting, then the meeting shall be adjourned, to the same day (or immediately
following Business Day if such day is not a Business Day), place and time in the next succeeding week (it being
understood that the agenda for such adjourned meeting shall remain unchanged and the quorum for such
adjourned meeting shall be the same as required for theoriginal meeting).

169.7.2. At such adjourned meeting, the Shareholders present shall, subject to the provisions of the Act, constitute a
quorum, provided that the proceedings at such general meeting shall not deal with any Affirmative Vote Matters.

169.8. Decision Making

Except as otherwise required by the relevant applicable Laws and except for matters listed in Article 168.18
(which shall also require affirmative votes as stated therein), all decisions of the Shareholders shall be made by
simple majority.

169.9. Electronic Participation

Shareholders may participate and vote in general meetings by telephone or video conferencing or any other means
of contemporaneous communication, in the manner permitted under applicable Laws and by the Ministry of
Corporate Affairs from time to time. Notwithstanding the aforesaid, it is clarified that in relation to any
Affirmative Vote Matter, the written confirmation (which may also be supplied via e-mail) of the Investor
approving the proposal with respect to the Affirmative Vote Matter shall always be required.

170. PRE-EMPTIVE RIGHTS FOR NEW ISSUES OF EQUITY SECURITIES

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170.1. In the event the Company is desirous of issuing any new Equity Securities after the First Closing Date-
Series A CCPS, including by way of a preferential allotment (“Proposed Issuance”) (excluding the issuance of
Equity Securities pursuant to the ESOP as specified herein, or pursuant to an IPO), the Company shall
comply with Article 168.18 and shall provide a right to the Investor and Promoters (“Entitled Parties”)
to participate on a pro rata basis (based on the shareholding of the Investor and Promoters in the Company,
computed on a FullyDiluted Basis) in any such Proposed Issuance (“Pre-emptive Right”). The Company
shall give the Investor and Promoters written notice of any such Proposed Issuance (“Issuance Notice”)
specifying: (i) the number and class of Equity Securities proposed to be issued (“Issuance Shares”); (ii)
the price per Equity Security of the Proposed Issuance (“Issuance Price”); (iii) the manner and time of
payment of the subscription amount; and (iv) the date of the Proposed Issuance (the “Offered Terms”).

170.2. If an Entitled Party wishes to exercise its Pre-emptive Right, it shall within 30 (thirty)days from the date
of receipt of the Issuance Notice, issue a written notice to the Company, intimating the Company that it
wishes toexercise its Pre-emptive Right (by itself or through any of its Affiliates) (“Exercise Notice”) and
shall pay forand subscribe to such number of Issuance Shares as it wishes to subscribe to, so as to maintain
its pro rata holding in the Company as at the time immediately prior to the Proposed Issuance, at the
Issuance Price and on the terms and conditions set out in the Issuance Notice. Subject to the receipt of the
payment against exercise of the Pre-emptive Right by the relevant Entitled Party, the Company shall issue
and allot such number of the Issuance Shares as is set out in the Exercise Notice to the relevant Entitled
Party on the date of closing of the issuance as stated in the Issuance Notice.

170.3. In the event that an Entitled Party does not subscribe to its/their respective portion(s) of the Proposed
Issuance(such Entitled Party, a “Declining Party”), the rest amongst them shall have the right to subscribe
to such Issuance Shares as remain unsubscribed (“Unsubscribed Issuance Shares”) over and above
its/their pro rataright to the Proposed Issuance.

170.4. Upon becoming aware of the Declining Party’s intent to not subscribe to its respective portion of the
Proposed Issuance, the Company shall promptly issue a notice (“Unsubscribed Issuance Notice”) in
writing to the remaining Entitled Parties intimating them of the number of Unsubscribed Issuance Shares
and offering themthe right to subscribe thereto.

170.5. If an Entitled Party wishes to exercise its right to subscribe to all or a portion of the Unsubscribed Issuance
Shares (by itself or through any of its Affiliates), it shall within 30 (thirty) days from the date of the
Unsubscribed Issuance Notice, issue a written notice to the Company intimating the Company of the
number of Unsubscribed Issuance Shares it wishes to subscribe to (“Unsubscribed Issuance Exercise
Notice”) and shall pay for and subscribe to such number of Unsubscribed Issuance Shares at the Issuance
Price and on the terms and conditions set out in the Issuance Notice. Subject to the receipt of the payment
against the Unsubscribed Issuance Shares from the relevant Entitled Party, the Company shall issue and
allot such numberof the Unsubscribed Issuance Shares as is set out in the Unsubscribed Issuance Exercise
Notice to the relevantEntitled Party within 7 (seven) days of the Unsubscribed Issuance Exercise Notice.

170.6. If an Entitled Party does not, in full or in part, exercise its Pre-emptive Right as mentioned in this Article
170 ordoes not, in full or in part, exercise its right to subscribe to the Unsubscribed Issuance Shares as
mentioned inArticle 170.3, then the Board may, with the prior approval of the Investor, issue and allot
such of the Issuance Shares as are not elected to be subscribed by the Entitled Party to any Person on the
terms and conditions set out in the Issuance Notice within a period of 60 (sixty) days from the date of the
Issuance Notice or the Unsubscribed Issuance Notice (as the case may be). In the event the Company does
not complete the issuanceand allotment to such Person within 60 (sixty) days from the date of the Issuance
Notice or the Unsubscribed Issuance Notice (as the case may be), the Company shall not proceed with such
issuance and allotment withoutissuing a fresh Issuance Notice and following the procedure set out in this
Article 170.

170.7. The Parties hereby agree that, notwithstanding the above, there exists no commitment by the Investor or
its Affiliates to further capitalise the Company or to provide finance or any other form of support to the
Company,including in the form of loans or guarantees or any security.
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 170.8. Anti-dilution Adjustments

170.8.1. (i) The Investor shall be entitled to anti-dilution protection in relation to any Equity Securities
subscribed by it under the Series A SSA and under the Series B SSA (whether upon conversion of
the Series A CCPS or Series B CCPS or otherwise), upon the occurrence of a Dilutive Issuance, in
accordance with the principles set out in relation to anti-dilution protection applicable to the Series
A CCPS in Schedule IV and Schedule X respectively. (ii) Nothing hereinabove shall prejudice the
rights of the Series A CCPS holder and Series B CCPS holder in relation to anti-dilution protection
in Article 189 or Article 191.

171. TRANSFER OF SHARES

171.1. Promoters’ Restrictions

(i) The Equity Securities held by each of the Promoters on the First Closing Date-Series A CCPS shallbe deemed to
be restricted shares (“Restricted Shares”) for the purposes of these Articles, until the expiry of 3 (three) years
from the First Closing Date-Series A CCPS, provided that subject to continuous employment of the relevant
Promoter with the Company, the Restricted Shares shall be released as follows: (a) 50% (fifty percent) of the
Restricted Shares shall be released at the First Closing Date-Series A CCPS; and (b) the remainder of the
Restricted Shares shall be released in equal monthly instalments over a period of 3 (three) years from the First
Closing Date-Series A CCPS (“Released Shares”).It is clarified that 100% (one hundred percent) of the
Restricted Sharesshall be released upon occurrence of the sale of all or substantially all of the Company’s Assets
and/or Equity Securities (with prior consent of the Investor).

(ii) Subject to continued employment of the Promoters with the Company and non-occurrence of Cause, the Restricted
Shares shall convert into Released Shares upon the expiry of 3 (three) years(“Restriction Period”) from the First
Closing Date-Series A CCPS in the manner set forth in Article 171.1(i).

(a) In the event the employment of Promoter 1 is terminated on ground of his medical disabilityor death, the Restricted
Shares (save for such number of Restricted Shares as may be requiredto augment the compensation to be offered
to facilitate the recruitment of a chief executive officer of the Company, representing no less than 5% and no
more than 10% (ten percent) ofthe share capital of the Company on a Fully Diluted Basis (or such fewer shares
as the Investor may consent to, or such higher number as any Promoter may consent to)) shall be inthe event of
such medical disability be released to Promoter 1 or in the event of his death be transferred to his legal heirs;
(b) In the event, the employment of Promoter 3 is terminated on ground of her medical disability or death, all the
Restricted Shares (whether Released Shares or Equity Securities that have not been released) shall be in the event
of such medical disability be released to Promoter 3 or in the event of her death be transferred to her legal heirs;
and
(c) In the event of death of Promoter 2, all the Restricted Shares (whether Released Shares or Equity Securities that
have not been released) shall be transferred to his legal heirs, subject however to the terms of Article 171.1(iii)
and (iv) continuing to apply to the Restricted Sharesso transferred.

(iii) The Investor shall have the right to nominate any Person to exercise its rights hereunder.

(iv) However, nothing in this clause shall restrict the Promoters from transferring securities through the IPO.

171.2. Promoters’ Lock-In

171.2.1. Each of the Promoters undertake that they shall not:

[Link]. without prior written consent from the Investor and Debenture Trustee and subject to Article 171.1. above
and Articles 171.4 and 171.5 below, sell or otherwise Transfer or part with any portionof their shareholding in the
Company (including the Equity Securities that cease to be RestrictedShares), in whatever form, until the Investor

566
 gets a Viable Exit; Provided that Promoter 2 shall be entitled to freely Transfer any or all of the Equity Securities
held by him to Promoter 1 with the prior written consent of the Investor, which consent shall not be unreasonably
withheld, andwithout such Transfers being subject to Articles 171.4 or 171.5 below;

[Link]. without prior written consent from the Investor and Debenture Trustee, Encumber their Equity
Securities (either directly or indirectly), or do any other act which has the effect of underminingthe underlying
beneficial, fiduciary or legal rights and obligations of the Promoters.

[Link]. Provided any inter-se Transfers between Promoter 1 and Promoter 2 shall not require the
consentof the Debenture Trustee, but shall continue to require prior consent of the Investor.

171.2.2. The Company undertakes not to register any Transfer or Encumbrance in respect of the Equity Securities owned
by the Promoters in violation of the aforesaid undertaking.

171.2.3. Notwithstanding the provisions contained herein, the Promoters shall be permitted to Transfer their Equity
Securities to their respective spouses, children or trusts established for family purposes, subject to the prior
consent of the Investor, which shall not be unreasonably withheld. Any such Transfers will be subject to the
conditions of (a) the execution of an appropriate Deed of Adherence,and (b) such transferees continuing to be
bound to the Transfer restrictions applicable to the Promoters, including under this Article 171. The Company
undertakes not to register any Transfer orEncumbrance in respect of the Equity Securities owned by the Promoters
in violation of the aforesaid conditions.

171.2.4. Without prejudice to the provisions contained herein, at any time after the First Closing Date-SeriesA CCPS,
Promoter 2 shall be permitted to Transfer up to 20% (twenty percent) of his Released Shares (calculated with
reference to his shareholding as on the First Closing Date-Series A CCPS), in the next full round of equity
financing into the Company, subject to the Investor’s right of first refusal under Article 171.2.4 (“Exempt
Transfer”). Without prejudice to the provisions contained herein, at any time after the Second Closing Date-
Series B CCPS, Promoter 1 and Promoter 3 shallbe permitted to Transfer up to 10% (ten percent) of their Released
Shares (calculated with referenceto their respective shareholding as on the First Closing Date-Series B CCPS), in
the next full roundof equity financing into the Company, subject to the Investor’s right of first refusal and tag
along right under Article 171.4 and Article 171.5 (“Exempt Transfer”).

171.2.5. Any Transfer that is purported to be effected without complying with the provisions of this Article 171.2 shall
be void ab initio and not be valid or binding on any Person including the Company.

171.3. It is hereby clarified that any Transfer of Equity Securities held by the Promoters or other Shareholders shall,at
all times, be subject to the prior consent of the Investor.

171.4. Right of First Refusal

171.4.1. Subject always to Articles 171.1, 171.2, and 171.3 above, if any of the Promoters or other Shareholderspropose
to Transfer any of the Equity Securities held by them in the Company, either directly or indirectly, to any Third
Party, then the Investor will have a right of first refusal for such Transfer. The process to be followed for the
exercise of the right of first refusal will be as set out below:

171.4.2. Any of the Promoters or other Shareholders proposing to Transfer any Equity Securities (“Transferring
Shareholder”), shall first give a written notice (hereinafter referred to as “ROFRNotice”) to the Investor. The
ROFR Notice shall state (a) the number of Equity Securities proposedto be Transferred (hereinafter referred to as
the “Transfer Shares”) and the number and class of Equity Securities the Transferring Shareholder owns at that
time on a Fully Diluted Basis, (b) the proposed price per Equity Security for the Transfer Shares (“ROFR
Price”), (c) the proposed date of consummation of the proposed Transfer, (iv) identity of the proposed
transferee(s) (“Proposed Transferee”), (d) copies of a binding offer so made, and (e) other material terms and
conditions, ifany, of the proposed Transfer. Such notice shall be accompanied by a true and complete copy of all
documents constituting the agreement between the Transferring Shareholder and the Proposed Transferee

567
regarding the proposed Transfer.

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171.4.3. The Investor shall be entitled to respond to the ROFR Notice by serving a written notice (the “ROFR Exercise
Notice”) on the Transferring Shareholder prior to the expiry of 30 (thirty)days from the date of receipt of the
ROFR Notice (the “ROFR Period”), communicating to the Transferring Shareholder, whether or not the ROFR
Price and the terms set out in the ROFR Noticeare acceptable to it, and if acceptable, specifying the number of
Equity Securities with respect to which such Investor proposes to exercise its right of first refusal (“Accepted
Shares”). In the eventthat the Investor decides to exercise its right of first refusal, the Transferring Shareholder
shall Transfer such number of Equity Securities to the Investor as mentioned in the ROFR Exercise Notice at the
ROFR Price and on the terms as are mentioned in the ROFR Notice, within the periodmentioned in the ROFR
Notice or within 30 (thirty) days of such Investor delivering the ROFR Exercise Notice, whichever is earlier.

171.4.4. To the extent that the Investor does not exercise its right of first refusal, upon the expiry of the ROFR Period (but
after compliance with Article 171.4 the Transferring Shareholder shall be entitledto Transfer the Transfer Shares
(other than the Accepted Shares) to the Proposed Transferee mentioned in the ROFR Notice, on materially the
same terms and conditions mentioned in the ROFR Notice and at a price per Equity Security no less than the
ROFR Price.

171.4.5. If completion of the sale and Transfer to such transferee does not take place within the period of 120 (one hundred
and twenty) days following the expiry of the ROFR Period, the Transferring Shareholder’s right to sell the
Transfer Shares shall lapse and the provisions of Article 171.4 shall once again apply to the Transfer Shares.

171.4.6. In the event the Investor requires prior legal, governmental, regulatory or Shareholder consent for acquiring the
Transfer Shares pursuant to these Articles, then, notwithstanding any other provision of these Articles, the Investor
shall only be obliged to acquire the Transfer Shares once such consent or approval is obtained, and the Parties shall
use their reasonable endeavours to obtain any such required approvals within a period of 30 (thirty) days from
the date of the ROFR Exercise Notice.

171.5. Tag-Along Right of the Investor

171.5.1. To the extent that the Investor does not exercise its right of first refusal, as provided in Article 171.4 above, the
Investor shall have the right (“Tag Along Right”) to sell up to as many Equity Securitiesheld by it on a pro rata
basis (computed on a Fully Diluted Basis) in the proposed Transfer by the Transferring Shareholder, at the same
price per Equity Security and on the same terms on which theTransferring Shareholder proposes to Transfer the
Transfer [Link] however that, if the Transfer of the Transfer Shares results in a change of Control of
the Company, then the Investor shall have a Tag Along Right to the extent of all the Equity Securities held by it
and all such EquitySecurities shall be deemed to be the Tag Along Shares.

171.5.2. If the Investor desires to exercise its Tag Along Right, it shall exercise the said right by giving the Transferring
Shareholder a written notice (“Tag Along Exercise Notice”) to that effect within the ROFR Period relevant to
such ROFR Notice, specifying the number of Equity Securities held by itwith respect to which it has elected to
exercise its Tag Along Right (“Tag Along Shares”), and upon giving such Tag Along Exercise Notice, the
Investor shall be deemed to have effectively exercised its Tag Along Right.

171.5.3. In the event the Investor elects to exercise its Tag Along Right, the Transferring Shareholder shall cause the
Proposed Transferee to purchase from such Investor, the Tag Along Shares at the same price per Equity Security
at which the Transfer Shares are being purchased from the Transferring Shareholder. The Investor will not be
required to make any representation, provide any covenants or undertakings, grant any indemnifications or incur
any obligations to the Proposed Transferee or any other Person (other than in relation to authority and capacity
and title to and no Encumbrances

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 on the Tag Along Shares). The Transferring Shareholder shall ensure that all of the terms of the proposed Transfer
offered by the Proposed Transferee are also offered to the Investor for the same consideration, provided that the
Investor may choose to receive (in its absolute discretion) the cashequivalent of any such consideration, which is
in a form other than cash.

171.5.4. If for any reason, the Proposed Transferee acquiring the Transfer Shares hereunder is unable to or refuses to
acquire the Tag Along Shares in respect of which an Investor has exercised its Tag Along Right (or any part
thereof) within 60 (sixty) days, then, at the sole option of such Investor, the Transferring Shareholder shall not be
entitled to Transfer any of the Transfer Shares held by him/her in the Company to the Proposed Transferee.

171.5.5. If the Promoters intend to transfer any of the Equity Securities held by them in the Company, eitherdirectly or
indirectly, to any Third Party, then subject to Investors not exercising its right under Article 171.4 (Right of First
Refusal), and as a separate obligation and without prejudice to their obligations to the Investor, the Promoters
shall offer the Tag Along Right also to Mr. Ashish Gupta,on the same terms as that offered to the Investors.

171.6. The Promoters and other Shareholders shall not make a sale or Transfer other than in the manner as set out in
Articles 171.4 and 171.5 and if purported to be made, such sale or Transfer shall be void and shall not be binding
on the Company and shall be deemed to be a breach of the terms of these Articles. Provided that, nothing
contained in this Article 171.6 shall be applicable to an Exempt Transfer undertaken in compliance with Article
171.2 hereof.

171.7. All sales or Transfers of Equity Securities, except for the transfer of Equity Shares in an IPO, shall be subject to
the Proposed Transferee, whether an Affiliate of the transferor or a Third Party, executing the Deed of Adherence.

172. EXIT

172.1. The Company and Promoters shall provide a Viable Exit to the Investors at any time prior to the expiry of
4 (four) years from the date of the SSA (“Exit Period”), in the manner and on the terms as provided in
this Article 172.

172.2. In the event that the Viable Exit is offered in the form of an IPO, the same shall also be subject to the following
terms:

172.2.1. Subject to Applicable Law, cost of the IPO including in relation to any offer for sale will be borne in the manner
specified in the offer agreement to be entered into in relation to the IPO.

172.2.2. The Investors will have the right but not the obligation to offer, in an offer for sale, all or any of its Equity
Securities in the manner as prescribed under the SEBI ICDR Regulations and as allowed by the Board.

172.2.3. The Promoters shall not offer any Equity Securities held by them for sale except as may be required by applicable
Law (a) as a condition for obtaining listing on any stock exchange; or (b) to ensure that minimum public holding
requirements are satisfied.

172.2.4. The IPO will be underwritten at least to the extent required under applicable Law.

172.2.5. The shareholding of the Investors shall not be subject be to the minimum lock-in in the manner specified under
Applicable Law including the SEBI ICDR Regulations..

172.2.6. All decisions with respect to matters regarding the IPO, including appointment of advisors/consultants to the
Public Offer such as the book running lead managers, underwriters, bankers, counsel and transfer agents, shall
be taken in accordance with the offer agreement to be entered into in relation to the IPO.

172.2.7. If the Equity Securities held by the Investors are converted into Equity Shares pursuantto a proposed IPO and
the Company fails to complete such IPO or if the Shares of theCompany are not listed on a recognized stock
exchange due to any reason whatsoever within the earlier of (i) 6 (six) months from such conversion or (ii) Long
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 Stop Date, the Parties agree that all the rights available to the Investors owing to their shareholding in the
Company, under the Shareholders Agreement shall continue to be available to the Investors. The Parties
undertake to support any decisions and actions required by the Investors to give effect to the provisions herein
contained including by exercise of their voting and other rights. Thedecisions and actions that the Investors may
require may without limitationinclude:

[Link]. subject to applicable Laws, modification and/or reclassification of the Equity Shares arising out of the
conversion of the Series A CCPS or Series B CCPs into Shares of a different class which rank in preference to
the remainder of the issued, paid- up and subscribed share capital. Upon such modification and/or re-
classification, modified/reclassified Equity Shares shall, subject to applicable Laws, have all the rights that were
attached to the Series A CCPS or Series B CCPS (as applicable) immediately prior to the conversion referred to
above;

[Link]. entry into any contractual arrangements for the purposes of ensuring that the rights
attached to the shares held by the Investors post such conversion are the same as those attached to the Series A
CCPS or Series B CCPS (as applicable) immediately prior to the conversion;

[Link]. alteration of the Articles to include all of the rights attached to the Series A CCPS and
Series B CCPS that were so attached immediately prior to the conversion referred to above; and

[Link]. all such other measures as shall be necessary to restore the rights enjoyed by the
Investors prior to conversion of the Series A CCPS or Series B CCPS into Equity Shares.

172.3. Other Exits. In the event the Viable Exit is offered in the form of a Third Party Sale or Exit Trade Sale, the Board
shall appoint a reputed merchant banker (acceptable to the Investors) to find a buyer for the Equity Securities
that are proposed to be sold during such Viable Exit. Alternately, the Company may, at its sole discretion, identify
a Third Party buyer for all of theEquity Securities held by the Investors. Provided that nothing herein shall restrict
the Investors, at any stage, from Transferring their Equity Securities to any Third Party in accordance with the
terms of the Shareholders Agreement. Under no circumstances will the consideration payable to theInvestor
under a Third Party Sale or Exit Trade Sale be lower than the Viable Price, or such lower consideration as the
Investors may elect to receive at its sole discretion.

172.4. Determination of FMV. The Promoters and the Investors shall agree upon and appoint 2 (two) reputed investment
banks from amongst Kotak, Morgan Stanley, JP Morgan, Citigroup, Goldman Sachs (each an “Independent
Valuer”). If the Promoters and the Investors are unable to agree upon the 2 (two) Independent Valuers, then
theInvestors shall appoint 1 (one) Independent Valuer (“Investor Valuer”) and Promoters shallappoint 1 (one)
Independent Valuer (“Promoter Valuer”) to compute the FMV of the Equity Securities held by the Investor
(“Preliminary Valuation”) and deliver a valuation report (“Preliminary Valuation Report”)within a period of
1 (one) month from the date of expiry of the Exit Period (“FMV Computation Date”). In the event that the
greater (in value) of the Preliminary Valuations (“Greater Preliminary Valuation”) is equalto or less than 120%
(one hundred twenty percent) of the lesser (in value) of the Preliminary Valuations (“Lesser Preliminary
Valuation”), then the average of the 2 (two) Preliminary Valuations shall be the [Link] the event that the Greater
Preliminary Valuation is greater than 120% (one hundred twenty percent) of the Lesser Preliminary Valuation,
then the Investor Valuer and the Promoter Valuer shall, within 7 (seven) Business Days from the FMV
Computation Date, jointly select another reputed investment bank or Big Four Firm (not being either of the
Independent Valuers) (“Third Valuer”) to evaluate the 2 (two) Preliminary Valuation Reports and deliver a
report, within 15 (fifteen) Business Days of its appointment, selecting 1 (one) of such 2 (two) Preliminary
Valuations as the FMV. The selection of the FMV by such Third Valuer shall be the final and binding FMV.

172.5. Any IPO, Exit Trade Sale, or Third Party Sale shall always be subject to it being a Viable Exitand to the approval
of the Investors and shall not be a Viable Exit unless so approved.

172.6. The Parties hereby agree to vote in favour of and to do all acts and deeds necessary for effecting the Viable Exit.
The Promoters agree that, in the event of an Exit Trade Sale or Third Party Sale, they shall offer such number of
their Equity Securities for sale to the Third Party Purchaser as the Third Party Purchaser may mandate. The
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Promoters agree that, in the event of an IPO, they shall offer such number of their Equity Securities for a lock-
in as maybe required to meet the minimum lock-in requirements under the SEBI

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 guidelines. The Investors shall not be required to call itself and the Company shall not refer to the Investors as
‘Promoter’ in the offer documents nor will the Investors be required to offer any of their Equity Securities for
such ‘promoter lock-in’.

172.7. All fees and expenses (including inter alia payment of all costs relating to the listing and sponsorship,
underwriting fees, listing fees, merchant banker’s fees, banker’s fees, brokerage, commission, and any other costs
that may be incurred due to the changes to applicable Lawfor the time being in force) required to be paid in
respect of the IPO, shall be borne and paid as per the offer agreement entered into in relation to IPO and Applicable Law.

172.8. The Company and the Promoters shall indemnify the Investors to the maximum extent permitted under applicable
Laws, against any loss, claim, damage, Liability (including reasonable attorneys' fees), cost or expense arising
out of or relating to any misstatements and omissions of the Company in any registration statement, offering
document or preliminary offering document, and like violations of applicable securities Laws by the Company
or any other error or omission of the Company in connection with a public offering hereunder, other than with
respect to information provided by the Investors, in writing, expressly for inclusiontherein.

172.9. As a separate obligation and without prejudice to their obligations to the Investors, if the Company and Promoters
offer any Viable Exit to the Investors, then simultaneously, they shall offer Mr. Ashish Gupta an exit for Mr.
Ashish Gupta’s shareholding in the Company on the same terms as that offered to the Investors.

173. EXIT DEFAULT RIGHTS

173.1. Drag Along Right.

173.1.1. If the Company has not been able to provide a Viable Exit to the Investors, at any timeafter the expiry of 12
months after the Exit Period, the Investors, acting in responseto a written offer (“Offer”) by a Third Party (the
“Drag Sale Purchaser”) to enter into a Drag Sale, shall have theright (the “Drag Sale Right”), exercisable by
written notice to the Company (“Drag Along Notice”) to require the Promoters and other Shareholders
(collectively, the “Dragged Shareholders”), upon the same terms and price as specified in the Offer (a) to agree
to sell suchnumber of the Equity Securitiesof the Company as may be mandated by the Investors, held by such
Dragged Shareholders (as may be stipulated by the Investors) to the Drag Sale Purchaser inthe Drag Sale; (b) to
vote or to agree to vote, as Shareholders of the Company and as holders of Equity Securities of the respective
classes and series, in favour of the Drag Sale; (c) to execute and deliver any and all agreements, certificates,
deeds, instruments and other documents reasonably required in connection therewith and to take all other steps
requested by the Investorsto cause such Drag Sale to be consummated, including, as appropriate, exercising their
best efforts to cause all Directors under their Control or influence to vote, as Directors, to approve theDrag Sale.

173.1.2. Upon receipt of the Drag Along Notice, the Company shall forthwith send such noticeto all the Dragged
Shareholders. A Drag Along Notice shall be revocable by the Investor by written noticeto the Company at any
time before the completion of the Drag Sale, and any such revocation shallnot prohibit the Investors from serving
a further Drag Along Notice subject to fresh compliance with the procedure laid down under this Article 173. On
receipt of the Drag Along Notice, the Dragged Shareholders hereby agree and undertake not to directly or
indirectly approach the DragSale Purchaser to propose or negotiate any transaction in relation to the securities or
Assets of the Company.

173.1.3. The Dragged Shareholders shall be obliged to sell and Transfer to the Drag Sale Purchaser such number of its
Equity Securities as the Investors shall specify in writing,on the same terms and

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 conditions as set out in the Offer.

173.1.4. Without limiting the foregoing, the Dragged Shareholders and the Company shall use their best endeavours to
procure that any other Shareholders (including Shareholders not being Parties to the Shareholders Agreement)
participate in, consent to, vote for and raise no objections against such Drag Sale or the process pursuant to which
such Drag Sale was arranged, and shall take all necessary and desirable actions in connection with
theconsummation of the Drag Sale. Each Dragged Shareholder irrevocably and unconditionally waives all its
rights of pre-emption (if any,and whether arising underthe Charter Documents of the Company or otherwise) in
relation to anyand all Transfers of Equity Securities pursuant to a Drag Sale. The Investors shall only be required to
provide representations, warranties and indemnities solely in relation to itsauthority and capacity to execute the
transaction documents effecting the Drag Sale.

173.1.5. Within 5 (five) Business Days after registering any Transfer of the Equity Securities, the Company shall send a
notice to each Shareholder stating that such Transfer has taken place and setting forth the name of the transferor,
the name of the transferee andthe number of the shares Transferred.

173.1.6. The Investors shall be entitled, upon demand, to reimbursement from the Company or out of the proceeds of the
Drag Sale prior to apportionment or distribution thereof for expenses of any legal, accounting or investment banking
advisors engaged by the Investor and for any other out of pocket expenditure pursuant to the exercise of the Drag
Sale Right and in connection with the negotiation, exercise and consummationof any Drag Sale pursuant to the
exercise of the Drag Sale Right.

173.1.7. It is clarified that the term “Promoters and other Shareholders” as referred to in clause 1 above includes the
Promoters, Mr. Ashish Gupta and the shareholders holding Equity Securities pursuantto the ESOP.

173.2. At any time and from time to time after the expiry of the Exit Period, and notwithstanding that a Viable Exit may
have been previously offered to the Investors, the Investors may, by notice to the Company, require the Company
and the Promoters to provide the Investors with a Viable Exit. The Company and the Promoters shall, within 18
months of such notice, provide the Investors with a Viable Exit in accordance with the provisions of the
Shareholders Agreement and the Articles. If a Viable Exit satisfactory to the Investors is notprovided and fully
consummated (including full payment of consideration) by the expiry of the 18 month period as aforesaid, then at
any time thereafter, the Investors shall be entitled to exercise their rights under Article 173.1 and Article 173.2
above. It is clarified that the rights of the Investors under this Article 173.3 are without prejudice to their rights
under Article 174.2 above.

174. RIGHT OF INSPECTION

174.1. The Investor shall, at all times, by giving a notice of at least 3 (three) days, be entitled to carry out
inspection of site, stores, accounts, documents, records, premises, and equipment and all other property of
the Company during normal working hours through its authorized representatives or agents subject to
execution of confidentiality and non-disclosure agreements with the Company or the Investor at its own
cost, and the Company shall use reasonable efforts to provide such information, data, documents, evidence
as may be required for the purpose of and in the course of such inspection in connection therewith. The
Investor shall be entitled to consult with the statutory auditors of the Company regarding the financial
affairs of the Company. It shall be the responsibility of the Promoters to ensure that the obligations under
this Article are given full effect.

174.2. The Company and the Promoters shall take all necessary and desirable actions in connection with the exerciseof
the Investor’s rights under Articles 172 and 173 hereof, including without limitation, the timely execution and

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 delivery of such agreements and instruments and other actions reasonably necessary to co-operate with all
prospective purchasers of the Equity Securities of the Company (“Third Party Purchasers”), to provide such
access and information as may be reasonably requested by Third Party Purchasers, co-operating in any due-
diligence conducted by Third Party Purchasers.

175. INFORMATION RIGHTS

175.1. The Company shall deliver to the Investor (in relation to the Company), the following information:

(i) as soon as practicable, but in any event within 120 (one hundred and twenty) days after the end of each fiscal
year of the Company, the audited Financial Statements (including the management letterfrom the auditor);

(ii) as soon as practicable, but in any event within 30 (thirty) days after the end of each quarter of each fiscal year of
the Company, unaudited quarterly management accounts;

(iii) as soon as practicable, but in any event within 15 (fifteen) days after the end of each month, monthlymanagement
reports based on a format to be mutually agreed between the Investor and the Company;

(iv) as soon as practicable, copies of any reports filed by the Company with any Governmental Authorityincluding
copies of all filings (including tax returns) made with Governmental Authority or such other filings as may be
requested by the Investor, from time to time;

(v) as soon as practicable, but in any event within 15 (fifteen) days of such meeting, minutes of the general meetings
and Board Meetings; and

(vi) promptly upon request by the Investor, but in any event within 10 (ten) days, such other informationas the Investor
may from time to time reasonably request.

175.2. The Financial Statements delivered under this Article 175 shall be prepared in English in accordance with Indian
GAAP consistently applied with past practice for prior periods and shall be accompanied by a certificate signed by
the Chairman of the Company certifying that such Financial Statements conform to the requirements of this Article
175 and fairly present the financial condition of the Company and its results of operation for the periodsspecified
therein, subject to year-end audit adjustment.

175.3. All management reports to be provided by the Company under this Article 175 shall include a comparison of the
financial results with the corresponding quarterly Business Plan.

176. INVESTOR SHARES

176.1. All Equity Securities acquired or held by the Investor from time to time and rights of the Investor attached
thereto or detailed hereunder shall be freely transferable and assignable by the Investor and its successors
in interest to their Affiliates and to Third Parties, other than to Competitors (“Investor Restriction”) unless
the transfer of Equity Shares is through an IPO; provided that the combined rights of the Investor and such
Affiliate or Third Party under these Articles shall not exceedthe rights granted to the Investor under these
Articles.

176.2. The Investor Restriction shall fall away (i) in the event of material breach by the Promoters or Company of their
respective obligations under the Transaction Documents; or (ii) upon expiry of the Exit Period.

176.3. It is hereby clarified that the rights of the Investor attached to its Equity Securities or set out in these Articles
shall be transferable to Third Parties, subject to the Investor Restriction, only by way of transfer of part or all of
the Equity Securities acquired or held by the Investor, to such Third Parties.

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 177. INVALID TRANSFERS

177.1. The Company shall refuse to register any Transfer or other disposition of Equity Securities purported to be made
by any Promoter or other Shareholder in breach of any of the provisions herein contained. The Board shall cast
their votes in such a manner as to ensure that the Company registers all Transfers made in accordancewith these
Articles, and refuses to register a Transfer that is not in accordance with these Articles.

178. BORROWINGS & FUNDING

178.1. The Parties hereto expressly agree that in the event the Company proposes to borrow funds from any Person,
including but not limited to banks and financial institutions, the Investor shall not be asked, or be required to give
any warranties, letters of comfort, collateral or guarantees, of any nature whatsoever, for any loans or withregard to
any aspect of the business or functioning of the Company.

178.2. The Investor shall not be required to pledge its Equity Securities or provide any support to any Third Party,
including but not limited to lenders of the Company.

179. LIQUIDATION PREFERENCE

179.1. In the event a Liquidation Event occurs after some or all of the Series A CCPS or Series B CCPS have been
converted into Equity Shares by the Investor, the Investors shall, in relation to the so-converted Equity Sharesbe
entitled to the pro rata Liquidation Entitlement as set out in Schedule IV and Schedule X of SHA, as if the
conversion into Equity Shares had not occurred. Such Liquidation Entitlement set out herein shall override any
other provision, which may make any stipulation of the price payable to the Investors upon the Transfer of Equity
Securities by the Investors to the extent permitted. It is hereby provided by way of abundant clarity, thatin no event
(other than in the event of a Viable Exit) will the Investors receive an amount that is in excess of the higher of
(i) the Investment Amount, plus any accrued or declared but unpaid dividends; or (ii) their pro rata entitlement
towards the proceeds of a Liquidation Event. It is further clarified that the entitlement of the holders of the
Investors to their respective Liquidation Entitlement shall rank pari passu with each other and senior to all other
holders of Equity Securities.

180. FINANCIAL ACCOUNTING AND AUDITS

180.1. Financial and accounting records

The Company shall maintain true and accurate financial and accounting records of all operations in accordance
with all relevant Indian statutory and accounting standards and the policies from time to time adopted by the
Board. The Financial Statements and accounts of the Company shall be prepared in English and shall be audited on
an annual basis.

180.2. Statutory and Internal Auditors

The Company shall appoint one of the Big Four Firms or any other auditor (as may be approved by the Investor),
as the statutory and internal auditors of the Company, and shall retain such Persons as the statutory and internal
auditors respectively, save in compliance with Article 168.18.

181. OTHER COVENANTS

181.1. Insurance

(i) The Company shall take comprehensive liability, fire, earthquake, extended coverage and other appropriate
insurance coverage with respect to the Business of the Company in a form and for an amount acceptable to the
Investor which is commensurate with similarly placed companies; and
(ii) The Company shall maintain adequate directors’ and officers’ liability insurance for all the members of its Board
including the Investor Directors, as well as key man insurance for its Key Employees and Promoter 1, in a form
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 and amount acceptable to the Investor which is commensurate with similarly placed companies.

181.2. Good industry practices

The Company shall and the Promoters shall cause the Company to comply with applicable Laws in the conduct
of its business and affairs and shall conduct itself and operate in accordance with good industry practices, the
terms of applicable Laws (including applicable Laws regulating foreign investment and exchange control), and
any approvals received in terms thereof.

181.3. Fire Consultant

The Company shall appoint a fire compliance consultant to manage ongoing compliances and conduct regular audits
of the properties managed by it, and shall retain an appropriate Person as such consultant. The Company shall
undertake to, promptly and efficiently, address all observations made by such consultant pursuant to any
compliance audit reports that may be issued by the fire compliance consultant, or any other consultant engaged
for such purpose.

181.4. Promoter Status

181.4.1. The Company and the Promoters undertake that neither the Investor nor its Affiliates shall be named or deemed as
‘promoters’ or ‘sponsors’ of the Company nor shall any declaration or statement be made to this effect, either
directly or indirectly, in filings with regulatory or Governmental Authorities, offer documents or otherwise
without the prior written consent of the Investor in writing.

181.4.2. The Company and the Promoters further undertake that the Investor, its officials, employees, nominee directors,
managers, representatives and agents shall not be named or deemed as an ‘occupier’ or ‘officer in charge’ under
any applicable Laws. In the event any Governmental Authority takes a view or draws an inference that the
Investor or its Affiliates or its officials, employees, nominee directors, managers, representatives or agents, is a
‘sponsor’, ‘occupier’ or ‘officer in charge’, then the Company and the Promoters shall co-operate with the Investor
to makesuch representations and make full disclosures to the Investor or such Governmental Authority as may
be required by the Investor to dispel or correct such inference or view.

181.5. Ethical Practices

The Company and its officers, Directors, employees (and agents acting for or on behalf of the Company) shall
and the Promoters shall cause the Company to engage only in legitimate business and ethical practices in
commercial operations and in relation to Governmental Authorities. None of the Company or any of its officers,
employees or agents shall otherwise pay, offer, promise or authorize the payment, directly or indirectly, of any
monies or anything of value to any government official or employee or any political party for the purpose of
influencing any act or decision of such official or of any Governmental Authority to obtainor retain business, or
direct business to any Person.

181.6. Filings

The Company shall act in good faith and take all steps and make all filings with the relevant Governmental
Authority, as are necessary, from time to time, to maintain all consents, approvals and licenses that it requiresfor
the conduct of its business and operations.

181.7. Status of the Company

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 The Parties hereby acknowledge and agree that the Company is and shall be maintained as a ‘private limited
company’ (as defined under the Act) and any conversion or action that would result in conversion of the Company
to a public limited company shall be subject to the consent of the Investor.

181.8. Tax Covenants

The Company and the Promoters shall act in good faith and shall pay all the Taxes (direct and indirect), duties,
cess, fees or any other amount payable (whether by way of Tax or otherwise) as determined by the Government/
or any regulatory authority in India, under the applicable Laws of India. Further, the Company,and the Promoters
shall take all steps to make the necessary tax filings under the applicable Laws of India (including but not limited
to the return of income for the relevant Financial Years, withholding Tax returns etc.).

181.9. Business Plan

The Business Plan for each Financial Year shall be submitted for discussions and approval to the Board, andto
the Investor, no later than 30 (thirty) days before the beginning of such Financial Year. The Promoters andthe
Company shall take all steps necessary, including the exercise of their rights at general meetings and causing
their nominee Directors to exercise their rights at Board Meetings, to ensure that the Company operates the
Business in accordance with the terms of the Business Plan agreed from time to time.

181.10. FCPA

The Company shall not, and shall not permit any of its subsidiaries or affiliates or any of its or their respective directors,
officers, managers, employees, independent contractors, representatives or agents (together with the Company
the “Compliance Parties”) to, promise, authorize or make any payment, or otherwisecontribute any item of
value, directly or indirectly, to any third party, including any “foreign official” (as defined in the FCPA (as
defined below)), in each case, in violation of the (United States) Foreign Corrupt Practices Act of 1977, as
amended (“FCPA”), the (Indian) Prevention of Corruption Act, 1988 (“PCA”) or any other applicable anti-
bribery or anti-corruption law. None of the Compliance Parties shall, or shall causeany agent or other person to,
make, authorize or accept any bribe, rebate, payoff, influence payment, kickback or other unlawful payment in
violation of the FCPA, PCA or any other applicable anti-bribery or anti- corruption law. The Company further
covenants and undertakes that it shall, and shall cause each of its subsidiaries and affiliates to, cease all of its or
their respective activities, as well as remediate any actions taken by the Company or its subsidiaries or affiliates,
or any of their respective directors, officers, managers, employees, independent contractors, representatives or
agents, that are or were in violation of the FCPA, thePCA or any other applicable anti-bribery or anti-corruption
law. The Company further covenants and undertakes that it shall, and shall cause each of its subsidiaries and
affiliates to, maintain systems of internal controls (including, but not limited to, accounting systems, purchasing
systems and billing systems) and policies and procedures to ensure compliance with the FCPA, the PCA and any
other applicable anti-briberyor anti-corruption law.

The Company shall, on an annual basis, provide a written response to the FCPA compliance questionnaire issued
by Investors to the Company in the format requested by Investors.

181.11. Most Favoured Status

No Person shall be offered any rights in the Company or any rights attached to Equity Securities that may be
superior to those rights held by the Investor as per the terms of these Articles, without prior written consent of
the Investor. Further, the Investor shall be entitled to all rights given to any other investor/Shareholder ona pari
passu basis, if such rights are superior to the rights currently available to the Investor.

181.12. Project Alpha

The Company and the Promoters expressly agree and undertake that, in the event the occupancy certificate for
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 the building under “Project Alpha” is not obtained by the owner of the building within 90 (ninety) days from the
First Closing Date-Series A CCPS, as per the terms of the Series A SSA, then within 170 (one hundred and
seventy) days from the Effective Date (as defined in the Series A SSA), the Company shall transfer all rights and
liabilities pertaining to “Project Alpha” by way of a slump sale to a third party entity, and shall also transfer
liabilities to the extent of INR 7,00,00,000 (Rupees Seven Crores) as part of such slump sale, in a manner
satisfactory to the Investor, and shall have provided copies of all documentation pertaining to such slump sale to
the Investor.

182. RELATED PARTY TRANSACTIONS

182.1. Without prejudice to the requirements under Article 168.18, the Company and the Promoters hereby undertakethat
any transactions with related parties shall be conducted at commercially justifiable terms and in compliance with
applicable Laws.

183. INTELLECTUAL PROPERTY RIGHTS

183.1. All the IP Rights arising out of the performance by the Company of its Business and the inputs of the Promoters in
the course of their association with the Company, shall be owned by the Company and all Parties will assist the
Company in securing such IP Rights as the Company may own by filing for appropriateprotection under applicable
Laws or separate written agreement in the name of the Company. No Shareholder will act in any manner derogatory
to the proprietary rights of the Company over such IP Rights.

184. EVENTS OF DEFAULT AND INDEMNITY

184.1. The following events by any of the Promoters with respect to the Company or any one or more of the Shareholders
shall constitute an event of default (the “Events of Default”):

(i) Any act of willful misconduct resulting in a Material Adverse Effect,

(ii) Any act of fraud that is established by a court of competent jurisdiction, or
(iii) Any act of gross negligence.

184.2. Notice of Default

184.2.1. In the event of a failure or default (as described in Article 184.1) by the Company or any one or moreof the
Promoters, the Investor may, but shall not be obliged to, seek to resolve the matter on an amicable basis.

184.2.2. If the matter, or if the Investor determines that the matter, cannot be resolved on an amicable basis, then the
Investor may, without prejudice to any other rights or remedies it may have under applicable Law, give notice (“Put
Notice”) to the Promoter that it wishes to Transfer all or part of the Equity Securities held by the Investor (“Put
Securities”) to the Promoters at the higher of (a) FMV; or (b)2 (two) times its respective portion of the Investment
Amount (“Put Price”). In the event the Put Price exceeds the highest price permissible under applicable Law,
then the highest price permissibleunder applicable Law shall be the Put Price.

184.2.3. Upon delivery of the Put Notice, the Promoters shall be bound to purchase all the Put Securities at the Put Price,
within a period of 30 (thirty) days from the delivery of the Put Notice.

184.2.4. Notwithstanding anything contained herein, on the occurrence of an Event of Default, the Investor shall have the
right to exercise its rights under Article 173 at any time notwithstanding the non-expiry of the Exit Period. In the
event that the Investor exercises such right pursuant to an Event of Default,the price at which the Equity Securities
shall be sold in the Drag Sale to the Drag Sale Purchaser shall be subject to the Investor receiving the Put Price,
which right the Investor may waive to the extent it deems fit, at its discretion.

184.3. Notwithstanding anything contained in Article 184.1 or 1 8 4 .2 herein above, the Investor shall be entitled to all
the rights and remedies, which are available to the Investor under Law, equity or otherwise including such other
rights and remedies as may be mutually agreed between the Parties to the Shareholders Agreement.
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184.4. The Company and Promoters, jointly and severally, shall indemnify, defend and hold harmless the Investor and
its Affiliates, directors, officers, representatives, employees and agents (collectively, the “Investor Indemnified
Persons”) from and against any and all Claims incurred by the Investor Indemnified Persons, as a result of,
arising directly from, or in connection with or relating to any matter inconsistent with, or any breach or inaccuracy
of any material representation, warranty, covenant or agreement made or failure to perform (whether in whole or
part) any obligation required to be performed by any of them pursuant to theseArticles. Any claim for indemnity
pursuant to these Articles shall be made by the Investor Indemnified Persons by notice in writing to the other
Parties. Any such compensation or indemnity shall be such as to place the Investor Indemnified Persons in the
same position as they would have been in, had there not been any such breach. Provided however that, the total
amount of the Liability of the Company and the Promotersin respect of all Claims (including indemnity claims)
under these Articles shall be limited to the Investment Amount invested by the Investor, except in the cases of
fraud, gross negligence, and willful misconduct. Anyclaim for indemnity, pursuant to these Articles, shall be
made by notice in writing (“Indemnity Notice”) tothe Company.

184.5. The obligation of the Company and Promoters to indemnify pursuant to this Article 184 shall arise immediately
upon an Investor Indemnified Person incurring any Liability pursuant to a Claim subject to Articles 184.4, 184.7,
184.8 and 184.9. The failure of the Investor Indemnified Person to notify a Claim shall not relieve the Company
and Promoters of any indemnification responsibility under this Article unless such failure adversely impacts the
Company and Promoters’ ability to contest such Claim.

184.6. In the event that a Claim is incurred by an Investor Indemnified Person pursuant to any Claim brought by a Third
Party, the Company may assume the defence of such Claim and indemnify the Investor Indemnified Persons
based on the outcome thereof. It is clarified that all expenses related to such defence shall be borne by the
Company.

184.7. Notwithstanding the joint and several liability of the Company and the Promoters, in the event of an indemnity
Claim, the Investor Indemnified Persons shall:

184.7.1. require the Company at the first instance to satisfy the Claims and/or make good the loss and/or Liability
incurred by the Investor Indemnified Persons due to the Claims set out in the Indemnity Notice; and
184.7.2. upon failure of the Company to satisfy the Claims or make good the loss and/or Liability incurred by
the Investor Indemnified Persons as per (a) above (for any reasons whatsoever), require the Promoters to settle
the Claims or make good the loss and/or liability incurred by the Investor Indemnified Personsdue to the Claims
set out in the Indemnity Notice.

Provided however that, nothing contained in this Article 184.7 shall be applicable to the Claims arising due to
fraud, gross negligence, or wilful misconduct of the Promoters, and in such case the Investor Indemnified Persons
shall, at their sole discretion, require either the Company or the Promoters or both to satisfy such Claims and/or
make good the loss and/or Liability incurred by the Investor Indemnified Persons due to suchClaims.

184.8. The Company and Promoters shall not be liable for any Claims incurred by an Investor Indemnified Person in
respect of any Claims arising from an individual event or occurrence that is less than INR 25,00,000 (Rupees
Twenty Five Lakhs) ("De-Minimis Claim”). However, if the aggregate of such Claims (notwithstanding the
timing of such Claims or the time between any such Claims) exceeds INR 50,00,000 (Rupees Fifty Lakhs)
(“Claim Threshold”), the Company and Promoters shall be liable for all the Claims claimed, including the
Claims up to and in excess of the Claim Threshold, which however shall be subject tothe indemnity cap.

184.9. In no event shall the Company be liable to indemnify an Investor Indemnified Person for any and all indirect,
consequential, punitive, special or incidental Claims (including loss of profit or business), howsoever arising, whether
under contract, tort or otherwise.

184.10. The rights specified in this Article 184 shall be in addition to and not in substitution for any other remedies,
including a claim for damages that may be available to the Investor.

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 184.11. No liability shall attach to the Company or the Promoters with respect to any Claim to the extent that such
Claim would not have arisen but for an act of willful default or gross negligence of or any other acts or omissions
of the Investor Indemnified Persons including breach of the terms hereof or any applicable Law.

185. PASSIVE FOREIGN INVESTMENT COMPANY

185.1. The Company shall not be with respect to its taxable year during which the First Closing Date-Series A CCPS
occurs, a “passive foreign investment company” within the meaning of Section 1297 of the Internal RevenueCode
of 1986, as amended (or any successor thereto). The Company shall use commercially reasonable efforts to avoid
being a “passive foreign investment company” within the meaning of Section 1297 of the Internal Revenue Code
of 1986, as amended (or any successor thereto). In connection with a “Qualified Electing Fund” election made
by an Investor pursuant to Section 1295 of the Internal Revenue Code of 1986, as amended, or a “Protective
Statement” filed by any of the Investor’s Partners pursuant to Treasury Regulation Section 1.1295-3, as amended
(or any successor thereto), the Company shall provide annual financial information to the Investor in the form
provided in Schedule VI of the Shareholders Agreement (orin such other form as may be required to reflect
changes in applicable law) as soon as reasonably practicable following the end of each taxable year of the
Company (but in no event later than 60 (sixty) days following the end of each such taxable year), and shall
provide the Investor with access to such other Company information as may be required for purposes of filing
United States federal income tax returns of the Investor’s Partners in connection with such “Qualified Electing
Fund” election or “Protective Statement”. In the event that an Investor’s Partner who has made a “Qualified
Electing Fund” election must include in its gross income for a particular taxable year its pro rata share of the
Company’s earnings and profits pursuant to Section 1293 of the United States Internal Code of 1986, as amended
(or any successor thereto), the Company agrees, subject to applicable Law, to make a dividend distribution to the
Investor (no later than 60(sixty) days following the end of the Investor’s taxable year or, if later, 60 (sixty) days
after the Company is informed by Investor that its Partner has been required to recognize such an income
inclusion) in an amountequal to 50% (fifty percent) of the amount that would be included by the Investor if the
Investor were a “United States person” as such term is defined in Section 7701(a)(30) of the U.S. Internal Revenue
Code andhad the Investor made a valid and timely “Qualified Electing Fund” election which was applicable to
such taxable year.

185.2. The Company shall take such actions, including making an election to be treated as a corporation or refraining from
making an election to be treated as a partnership, as may be required to ensure that at all times the company is
treated as corporation for United States federal income tax purposes.

185.3. The Company shall make due inquiry with its tax advisors (and shall co-operate with Investor’s tax advisorswith
respect to such inquiry) on at least an annual basis regarding whether Investor’s or any Investor’s Partners direct
or indirect interest in the Company is subject to the reporting requirements of either or both of Sections 6038 and
6038B of the Code (and the Company shall duly inform the Investor of the results of such determination), and
in the event that the Investor’s or any of the Investor’s Partners direct or indirect interest in Company
is determined by the Company’s tax advisors or Investor’s tax advisors to be subject to the reporting
requirements of either or both of Sections 6038 and 6038B Company agrees, upon a request from the
Investor, to provide such information to the Investor may be necessary to fulfil the Investor’s or
Investor’s Partners obligations thereunder.

185.4. For purposes of Articles 185 and Article 186, (a) the term “Investor’s Partners” shall mean the Investor’s partners
and any direct or indirect equity owners of such partners; and (b) “Company” shall mean the Company and any
of its subsidiaries.

186. CONTROLLED FOREIGN CORPORATION

186.1. Immediately after the First Closing Date-Series A CCPS, the Company shall not be a “Controlled Foreign
Corporation” as defined in the U.S. Internal Revenue Code of 1986, as amended (or any successor thereto). The
Company shall make due inquiry with its tax advisors on at least an annual basis regarding the Company’s status
as a “Controlled Foreign Corporation” as defined in the U.S. Internal Revenue Code of 1986, as amended (or any
successor thereto) and regarding whether any portion of the Company’s income is“subpart F income” (as defined
581
 in Section 952 of the U.S. Internal Revenue Code). Each Investor shall reasonably co-operate with the Company
to provide information about the Investor and Investor’s Partners in order to enable the Company’s tax advisors
to determine the status of Investor and/or any of the Investor’sPartners as a “United States Shareholder” within
the meaning of Section 951(b) of the U.S. Internal RevenueCode. No later than 60 (sixty) months following the
end of each taxable year of the Company, the Companyshall provide the following information to Investor: (a)
the Company’s capitalisation table as of the end of the last day of such taxable year, and (b) a report regarding
the Company’s status as a “Controlled Foreign Corporation”. In addition, the Company shall provide the Investor
with access to such other Company information as may be necessary for the Investor to determine the Company’s
status as a “Controlled Foreign Corporation” and to determine whether the Investor or Investor’s Partners are
required to report its pro rata portion of the Company’s “Subpart F Income” on its United States federal income
tax return, or to allow theInvestor or Investor’s Partners to otherwise comply with applicable United States federal
income tax laws. The Company and the Shareholders of the Company shall not, without the written consent of
the Investor, issue or transfer stock in the Company to the Investor if following such issuance or transfer the
Company, in the determination of counsel or accountants for the Investor, would be a “Controlled Foreign
Corporation”. In the event that the Company is determined by the Company’s tax advisors or by counsel or
accountants forthe Investor to be a “Controlled Foreign Corporation”, the Company agrees to use commercially
reasonableefforts to (i) avoid generating Subpart F Income and (ii) subject to applicable Law, annually make
dividenddistributions to the Investor, to the extent permitted by law, in an amount equal to 50% (fifty percent) of
anyincome of the Company that would have been deemed distributed to the pursuant to Section 951(a) of the
U.S. Internal Revenue Code had the Investor been a “United States person” as such term is defined in Section
7701(a)(30) of the U.S. Internal Revenue Code.

187. USE OF PROCEEDS

187.1. The Parties hereby expressly agree that the amounts invested by the Investor towards subscription to or acquisition
of Equity Securities of the Company shall be utilized for general corporate purposes.

188. MISCELLANEOUS

188.1. Waiver: No waiver of any breach of any provision of these Articles shall constitute a waiver of any prior,
concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effectiveunless
made in writing and signed by an authorised representative of the waiving Party.

188.2. Cumulative Rights: All remedies whether provided herein or conferred by statute, civil law, common law, ustom,
trade, or usage are cumulative and not alternative and may be enforced successively or concurrently.
188.3. Relationship

188.3.1. None of the provisions of these Articles shall be deemed to constitute a partnership between the Parties hereto
and no Party shall have any authority to bind or shall be deemed to be the agent of theother in any way.

188.3.2. The Parties hereto have agreed that their respective rights and obligations with regard to their business
relationship between them inter se and with the Company will be interpreted, acted upon and governed solely in
accordance with the terms and conditions of these Articles.

188.4. Further Assurance

Each of the Company and Promoters shall, at any time and from time to time upon the written request ofthe
Investor:

188.4.1. promptly and duly execute and deliver all such further instruments and documents, and do or procure to be done all
such acts or things, as the Investor may reasonably deem necessary or desirable in obtaining the full benefits of
these Articles and of the rights and ownership herein granted; and

188.4.2. do or procure to be done each and every act or thing which the Investor may from time to time reasonably require
to be done for the purpose of enforcing the Investor’s rights under these Articles.
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 188.5. All Equity Securities held by the Investor and its Affiliates (as the case may be) shall be aggregated together(on
a Fully Diluted Basis) for the purpose of determining the availability of any rights under these Articles. Where
an exact number of shares of any class or series is specified in any provision of these Articles for anypurpose, such
number shall be automatically and proportionally adjusted to account for any share splits, share dividends,
recapitalizations, or like events affecting all shareholders of that class and series.

189. TERMS AND CONDITIONS OF ISSUE OF SERIES A CCPS

These terms and conditions of the Series A CCPS shall be effective from the First Closing Date-Series ACCPS:

189.1. DIVIDEND RIGHTS

(i) The Series A CCPS are issued at a preferential dividend rate of 0.001% (zero point zero zero one percent) per
annum (the “Preferential Dividend”). The Preferential Dividend is cumulative and shall accrue from year to
year whether or not paid, and accrued dividends shall be paid in full (together with dividends accrued from prior
years) prior and in preference to any dividend or distribution payable uponshares of any other class or series in the
same fiscal year.

(ii) In addition to and after payment of the Preferential Dividend, each Series A CCPS would be entitled toparticipate
pari passu in any cash or non-cash dividends paid to the holders of shares of any other class(including Equity
Shares) or series on a pro rata, as-if-converted basis.

(iii) No dividend or distribution shall be paid on any share of any class or series of the Company if and to the extent
that as a consequence of such dividend or distribution any Series A CCPS would be entitled to a dividend
hereunder greater than the maximum amount permitted to be paid in respect of Series A CCPS of an Indian
company held by a non-resident under applicable Laws (including without limitation, the Foreign Exchange
Management (Transfer or Issue of Security by a Person Resident Outside India),Regulations, 2000).

189.2. LIQUIDATION PREFERENCEIn the event of a Liquidation Event, the proceeds from the
Liquidation Event (less any amounts required byLaw to be paid or set aside for the payment of creditors
of the Company, if applicable) (“Liquidation Proceeds”) shall be paid or distributed in the following
order:

189.2.1. First, the holders of Series A CCPS shall be entitled to the higher (“Preference Amount”) of:

[Link]. such amount per Series A CCPS held by them, that would result in the Investment
Amountbeing distributed back to them, in addition to any arrears on account of accrued but unpaiddividends on
the Series A CCPS calculated to the date of such payment; or

[Link]. the percentage of the Liquidation Proceeds that is equal to the percentage of the equity
shareholding in the Company that is represented by the Series A CCPS (calculated on a Fully Diluted Basis), in
addition to any arrears on account of accrued but unpaid dividendson the Series A CCPS calculated to the date of
such payment.

This amount shall be paid prior to and in preference to any payment or distribution to any otherholders of any
other Equity Securities.

189.2.2. Second, any proceeds remaining after full payment of the Preference Amount shall be distributed paripassu
amongst the bearers of Equity Securities that have not received distributions under Article 189.2.1 on a pro rata, as-
if-converted basis.

189.3. In the event that the Liquidation Proceeds do not exceed the amount necessary to pay the Preference Amount, the
entire amount so available shall be paid to the holders of the Series A CCPS and no assets shall be distributed to
any other holders of the Equity Shares or any other outstanding Equity Securities of the Company.
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 189.4. The Parties hereto hereby agree and undertake to fully co-operate with each other in making the payment of the
Liquidation Entitlement in the order and manner provided above and to do all such things as may be reasonably
necessary and that they shall use and employ all necessary efforts and commit best endeavours to ensure that
payment of the Liquidation Entitlement is made in accordance with this Article. The Company andthe Promoters
covenant that they shall do all necessary acts, deeds and things to obtain any regulatory approvals and consents in a
timely manner such that the disbursements mentioned in this provision can be made in the manner mentioned.

189.5. The Liquidation Entitlement set out herein shall override any other provision, which may make any stipulationof
the price payable to the Investor upon the Transfer of Equity Securities by the Investor.

189.6. CONVERSION OF SERIES A CCPS

189.6.1. Conversion

[Link]. Each Series A CCPS may be converted into Equity Shares at any time at the option of the holder
of the Series A CCPS.

[Link]. Subject to compliance with applicable Laws, each Series A CCPS shall automatically be
converted into Equity Shares, at the Conversion Price then in effect, upon the earlier of (a) 1 (one) day prior to
the expiry of 20 (twenty) years from the date of allotment or (b) in connectionwith a IPO (or any subsequent IPO),
prior to the filing of RHP by the Company with the competent authority or such other date as prescribed by SEBI.

[Link]. The Series A CCPS shall be converted into Equity Shares at the conversion price determined
as provided herein in effect at the time of conversion (“Conversion Price”), in accordance with the formula
specified below.

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 [Link]. The initial Conversion Price for the Series A CCPS shall be INR 17,196.90 (Rupees
Seventeen Thousand One Hundred and Ninety Six and Ninety Paise) and shall be subject to adjustment from
time to time as provided under these Articles.

Provided that, if an “occupancy certificate” is procured by the landowner of the real estate underlying the
property leased by the Company for Project Alpha by the Second Closing Date (as defined in the Series A
SSA), then the initial Conversion Price for the Series A CCPS shall be revised to INR 25,195.9619680851
(Rupees Twenty Five Thousand One Hundred and NinetyFive point Nine Six One Nine Six Eight Zero Eight
Five One).

Pursuant to a resolution of our Board passed in their meeting held on December 6, 2024, and a resolution of
our Shareholders passed in their EGM held on December 6, 2024, each fully paid – up Series A CCPS of our
Company of face value ₹10 was split into 10 Series A CCPS of ₹1 each, and accordingly, the authorised
share capital of our Company was sub-divided from 900,000 Equity shares of ₹10 each to 9,000,000 Equity
shares of ₹1 each the paid up Series A CCPS capital of our Company was was sub-divided from 10,000
Equity shares of ₹10 each to 100,000 Equity shares of ₹1 each. Accordingly, the Conversion Price for the
Series A CCPS shall stand adjusted and modified accordingly.

[Link]. The number of Equity Shares issuable pursuant to the conversion of any Series A CCPS
shall bethat number obtained by dividing the cumulative amount actually paid by the Investor to acquireall the
Series A CCPS being converted, by the applicable Conversion Price (as defined above and subject to
adjustment set forth under these Articles) at the time in effect for such Series A CCPS. No fractional shares
shall be issued upon conversion of the Series A CCPS, and the number of Equity Shares to be issued shall be
rounded to the nearest whole share.

189.6.2. Conversion Procedure

Each holder of a Series A CCPS who elects to convert the same into Equity Shares shall surrender the relevant
share certificate or certificates therefore at the registered office of the Company, and shall, at the time of such
surrender, give written notice to the Company that such holder has elected to convert the same and shall state
in such notice the number of Series A CCPS being converted. Within 10 (ten) Business Days after receipt of
such notice and the accompanying share certificates, the Company shallissue and deliver to the holder of the
converted Series A CCPS, a share certificate or certificates for theaggregate number of Equity Shares issuable
upon such conversion. Where such aggregate number of Equity Shares includes any fractional share, such
fractional share shall be disregarded. Subject to the requirements of applicable Law, such conversion shall be
deemed to have been made immediately priorto the close of business on the date of such surrender of the
certificate or certificates representing the Series A CCPS, and the Person entitled to receive the Equity Shares
issuable upon such conversion shallbe treated for all purposes as the record holder of such Equity Shares on
such date.

189.6.3. Anti-Dilution

[Link]. Upon each issuance by the Company of any Equity Securities (other than pursuant to the
ESOP)at a minimum possible effective price per Equity Share less than the Conversion Price then in effect
(“Dilutive Issuance”), the holders of the Series A CCPS are entitled to anti-dilution protection on a broad
based weighted average basis, such that the adjusted Conversion Price (“NCP”) in each such instance will be
calculated as follows:

NCP = [OCP x (SO + SP)] / (SO + SAP), where:

OCP = prevailing Conversion Price of the Series A CCPS (before adjustment);

SO = the aggregate of all the Equity Securities outstanding immediately prior to the dilutiveissuance reckoned
on a Fully Diluted Basis;
SP = the total consideration received by the Company from the subscriber of the dilutiveissuance divided
by OCP; and
SAP = number of Equity Securities (on a Fully Diluted Basis) actually issued in thedilutive issuance.

585
 [Link]. This anti-dilution mechanism shall be accomplished as far as is possible under Law by an
adjustment to the Conversion Price (it is clarified that no upward adjustment to the Conversion Price then in
effect shall be made pursuant to any issuance of any Equity Securities), and thereafter by issuing such number
of Equity Shares to the holders of the Series A CCPS free of cost, failing which, at the lowest price possible
under Law, so as to give full effect to the anti-dilution rights set out hereinabove. It is clarified that in the
event that the Equity Securities beingissued in the Dilutive Issuance are not Equity Shares, but are ultimately
convertible into EquityShares, then the term ‘minimum possible effective price per Equity Share’ used herein
shall mean the lowest conversion price at which any Equity Securities issued in a Dilutive Issuance could
potentially be ultimately converted into Equity Shares.

[Link]. In the event that the Company undertakes any form of restructuring of its share capital
(“CapitalRestructuring”) including but not limited to: (i) consolidation or sub-division or splitting up ofits
Equity Securities, (ii) issue of bonus shares; (iii) issue of shares in a scheme of arrangement (including
amalgamation or demerger); (iv) reclassification of Equity Securities or variation of rights into other kinds of
Equity Securities; and (v) issue of right shares, then the number of Equity Shares that each Series A CCPS
converts into and the Conversion Price for each such Equity Share shall be adjusted accordingly in a manner
that each holder of Series A CCPS receives such number of Equity Shares that such holder would have been
entitled to receive immediately after occurrence of any such Capital Restructuring had the conversion of the
SeriesA CCPS occurred immediately prior to the occurrence of such Capital Restructuring.

[Link]. It is clarified that from the effective date of each adjustment to the Conversion Price, the
term ‘Conversion Price’ shall thereafter mean the adjusted Conversion Price.

189.7. VOTING RIGHTS

The holders of the Series A CCPS shall be entitled to receive notice of and vote on all matters that are submitted
to the vote of the Shareholders of the Company (including the holders of Equity Shares). Each of the Promoters,
the Company and other Shareholders hereby acknowledge that the Investor has agreed to subscribe to the Series
A CCPS on the basis that the Investor will be able to exercise voting rights on the Series A CCPS as if the same
were converted into Equity Shares. Each Series A CCPS shall entitle the holder to the number of votes equal
to the number of whole or fractional Equity Shares into which such Series A CCPS could then be converted.
To this effect, each Promoter and other Shareholder agrees that, if applicable Law does not permit the Investor
as holder of Series A CCPS to exercise voting rights on all shareholder matters submitted to the vote of the
shareholders of the Company (including the holders of Equity Shares), then until the conversion of all the
Series A CCPS into Equity Shares, each Promoter and other Shareholder shall vote in accordance with the
instructions of the Investor at a general meeting or provide proxies without instructions to the Investor for the
purposes of a general meeting, in respect of such number of Equity Shares held by each of them such that a
relevant percentage (the “Relevant Percentage”) of the Equity Shares of the Company are voted on in the
manner required by the Investor. For the purposes of this Article, the Relevant Percentage in relation to an
Investor shall be equal to the percentage of Equity Shares in the Company that such Investor would hold if the
Investor were to elect to convert its Series A CCPS into Equity Shares based on the then applicable Conversion
Price. The obligation of the Promoters and other Shareholders to vote on their Equity Securities as aforesaid
shall be pro-rated in accordance with their inter se shareholding in the Company.

189.8. GENERAL

189.8.1. Certificate of Adjustment. In each case of an anti-dilution adjustment, the Company shall cause any of its
Directors to compute such adjustment or readjustment and prepare a certificate showing such adjustment or
readjustment, and shall mail such certificate, by first class mail, postage prepaid, to the holder of the Series
A CCPS at its respective address as shown in the Company’s statutory registers.

189.8.2. No Impairment. The Company and Shareholders shall not avoid or seek to avoid the observance or
performance of any of the terms to be observed or performed hereunder by the Company or the Shareholders,
but shall at all times in good faith assist in carrying out all such action as may be reasonably necessary or
appropriate in order to protect the rights of the holders of the Series A CCPS against impairment.

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 190. TERMS AND CONDITIONS OF AG DEBENTURES
These terms and conditions of the AG Debentures are effective from the date of issuance of the AG
Debentures.

190.1. Tenure: The tenure of the AG Debentures shall be a period of 36 (thirty six) months from the date of
issuanceof the AG Debentures.

190.2. Voting: The AG Debentures shall not have any voting rights.

190.3. Interest: Each AG Debenture shall be entitled to interest at the rate of 0.01% (zero point zero one percent)
perannum, payable at the end of each year at the request of the holder of the AG Debentures (if not converted
earlier).

190.4. Transferability: The AG Debentures shall not be transferable.

190.5. Conversion: The AG Debentures shall be compulsorily convertible on the expiry of 90 (ninety) days from the
First Closing Date-Series A CCPS (“Conversion Date”). If, on such Conversion Date,

190.5.1. Project Alpha has obtained an ‘occupancy certificate’ from the relevant regulatory authorities as per
Applicable Law, then 2,00,000 (two lakh) AG Debentures shall be convertible into 1,162 (one thousandone
hundred and sixty two) Series A CCPS, having the terms and conditions set out in Article 189; and

190.5.2. Project Alpha has not obtained an ‘occupancy certificate’ from the relevant regulatory authorities as per
Applicable Law, then 2,00,000 (two lakh) AG Debentures shall be convertible into 1,163 (one thousandone
hundred and sixty three) Series A CCPS, having the terms and conditions set out in Article 189.

190.6. Conversion Procedure: On the Conversion Date, the holder of the AG Debentures shall surrender the debenture
certificates issued to him, to the Company, and the Company shall issue the relevant number of Series A CCPS
(as per paragraph 5.1or 5.2 above) to the holder of AG Debentures.

191. TERMS AND CONDITIONS OF ISSUE OF SERIES B CCPS

These terms and conditions of the Series B CCPS shall be effective from the Closing Date as set out in the
SeriesB SSA:

191.1. DIVIDEND RIGHTS

(i) The Series B CCPS are issued at a preferential dividend rate of 0.001% (zero point zero zero one percent) per
annum (the “Preferential Dividend”). The Preferential Dividend is cumulative and shall accrue from year to
year whether or not paid, and accrued dividendsshall be paid in full (together with dividends accrued from
prior years) prior and in preferenceto any dividend or distribution payableupon shares of any other class or
series in the same fiscal year.

(ii) In addition to and after payment of the Preferential Dividend, each Series B CCPS would be entitled to
participate pari passu in any cash or non-cash dividends paid to the holders of shares of any other class
(including Equity Shares) or series on a pro rata, as-if-converted basis.

(iii) No dividend or distribution shall be paid on any share of any class or series of the Company ifand to theextent
that as a consequence of such dividend or distribution any Series B CCPS would be entitled to a dividend
hereunder greater than the maximum amount permitted to be paid in respect of Series B CCPS of an Indian
company held by a non-resident under applicable Laws (including without limitation, theForeign Exchange
Management (Non-debt Instruments) Rules, 2019).

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 191.2. LIQUIDATION PREFERENCE

191.2.1. In the event of a Liquidation Event, the Liquidation Proceeds shall be paid or distributed in the
following order:

[Link]. First, the holders of Series B CCPS shall be entitled to the higher (“Preference Amount”)
of:

[Link].1. such amount per Series B CCPS held by them, that would result in the Investment Amount being distributed
back to them, in addition to any arrears on account of accrued but unpaid dividends on the Series B CCPS
calculated to the date of such payment; or

[Link].2. the percentage of the Liquidation Proceeds that is equal to the percentage of the equity shareholding in the
Company that is represented by the Series B CCPS (calculated ona Fully Diluted Basis), in addition to any
arrears on account of accrued but unpaid dividends on the Series B CCPS calculated to the date of such
payment.

This amount shall be paid prior to and in preference to any payment or distribution toany other holders of any
other Equity Securities, but pari passu with the payment of the corresponding Preference Amount in respect
of the Series A CCPS.

[Link]. Second, any proceeds remaining after full payment of the Preference Amount shall
bedistributedparipassu amongst the bearers of Equity Securities that have not received distributions under
Article 192.2.1 on a pro rata, as-if-converted basis.

191.2.2. In the event that the Liquidation Proceeds do not exceed the amount necessary to pay the
Preference Amount, the entire amount so available shall be paid to the holders of the Series A CCPS and
Series B CCPS and no assets shall be distributed to any other holders of the Equity Shares or any other
outstanding Equity Securities of the Company.

191.2.3. The Parties hereto hereby agree and undertake to fully co-operate with each other in making the
payment of the Liquidation Entitlement in the order and manner provided above and to do all such things as
may be reasonably necessary and that they shall use and employ allnecessary efforts and commit best
endeavours to ensure that payment of the Liquidation Entitlement is made in accordance with this Article
191.2. The Company and the Promoters covenant that they shall do all necessary acts, deeds andthings to obtain
any regulatory approvals and consents in a timely manner such that the disbursements mentioned in this
provision can be made in the manner mentioned.

191.2.4. The Liquidation Entitlement set out herein a n d i n S c h e d u l e I V shall override any other
provision, which maymake any stipulation of the price payable to the Investor upon the Transfer of Equity
Securities by the Investor.

191.3. CONVERSION OF SERIES B CCPS

191.3.1. Conversion

[Link]. Each Series B CCPS may be converted into Equity Shares at any time at the option ofthe holderof the
Series B CCPS.
[Link]. Subject to compliance with applicable Laws, each Series B CCPS shall automatically be converted into
Equity Shares, at the Conversion Price then in effect, upon the earlier of (a) 1 (one) day prior to the expiry of
20 (twenty) years from the date of allotment or (b) in connectionwith a IPO (or any subsequent IPO), prior to
the filing of RHP by the Company with the competent authority or such other date as prescribed by SEBI.

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[Link]. The Series B CCPS shall be converted into Equity Shares at the conversion price determined as provided
herein in effect at the time of conversion (“Conversion Price”), in accordance with theformula specified
below.

[Link]. The initial Conversion Price for the Series B CCPS shall be INR 6562.09 and shall be subject toadjustment
from time to time as provided under the Shareholders Agreement.

Pursuant to a resolution of our Board passed in their meeting held on December 6 2024, and a resolution of
our Shareholders passed in their EGM held on December 6 2024, each fully paid – up Series B CCPS of our
Company of face value ₹10 was split into 10 Series B CCPS of ₹1 each, and accordingly, the authorised
share capital of our Company was sub-divided from 300,000 Equity shares of ₹10 each to 3,000,000 Equity
shares of ₹1 each. Accordingly, the Conversion Price for the Series B CCPS shall stand adjusted and modified
accordingly

191.3.2. The number of Equity Shares issuable pursuant to the conversion of any Series B CCPS shall be that
number obtained by dividing the cumulative amount actually paid by the Investor to acquire all the Series B
CCPS being converted, by the applicable Conversion Price (as defined above and subject to adjustment set
forth under the Shareholders Agreement and these Articles) at the time in effect for such Series B CCPS. No
fractional shares shall be issued upon conversion of the Series B CCPS, and the number of Equity Shares to
be issued shall be rounded to the nearest whole share.

191.3.3. Conversion Procedure

Each holder of a Series B CCPS who elects to convert the same into Equity Shares shall surrender the relevant
share certificate or certificates therefore at the registered office of the Company, and shall, at the time of such
surrender, give written notice to the Company that such holder has elected to convert the same and shall state
in such notice the number of Series B CCPS being converted. Within 10 (ten) Business Days after receipt of
such notice and the accompanying share certificates, the Company shallissue and deliver to the holder of the
converted Series B CCPS, a share certificate or certificates for theaggregate number of Equity Shares issuable
upon such conversion. Where such aggregate number of Equity Shares includes any fractional share, such
fractional share shall be disregarded. Subject to the requirements of applicable Law, such conversion shall be
deemed to have been made immediately priorto the close of business on the date of such surrender of the
certificate or certificates representing the Series B CCPS, and the Person entitled to receive the Equity Shares
issuable upon such conversion shallbe treated for all purposes as the record holder of such Equity Shares on
such date.

191.3.4. Anti-Dilution

[Link]. Upon each issuance by the Company of any Equity Securities (other than pursuant to the ESOP)at a
minimum possible effective price per Equity Share less than the Conversion Price then in effect (“Dilutive
Issuance”), the holders of the Series B CCPS are entitled to anti-dilution protection on a broad based weighted
average basis, such that the adjusted Conversion Price (“NCP”) in each such instance will be calculated as
follows:

NCP = [OCP x (SO + SP)] / (SO + SAP), where:

OCP = prevailing Conversion Price of the Series B CCPS (before adjustment);SO = the aggregate of all the
Equity Securities outstanding immediately prior to the dilutiveissuance reckoned on a Fully Diluted Basis;
SP = the total consideration received by the Company from the subscriber of thedilutive issuance divided by
OCP; and
SAP = number of Equity Securities (on a Fully Diluted Basis) actually issued in thedilutive issuance.

[Link]. This anti-dilution mechanism shall be accomplished as far as is possible under Lawby an adjustment to
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 the Conversion Price (it is clarified that no upward adjustment to the Conversion Price then in effect shall be
made pursuant to any issuance of any Equity Securities), and thereafter by issuing such number of Equity
Shares to the holders of the Series B CCPS free of cost, failing which, at the lowest price possible under Law,
so as to give full effect to the anti- dilution rights set out hereinabove. It is clarified that in the event that the
Equity Securities beingissued in the Dilutive Issuance are not Equity Shares, but are ultimately convertible
into EquityShares, thenthe term ‘minimum possible effective price per Equity Share’ used herein shall mean the
lowest conversion price at which any Equity Securities issued in a DilutiveIssuance could potentially be
ultimately converted into Equity Shares.

[Link]. In the event that the Company undertakes any form of restructuring of its share capital (“Capital
Restructuring”) including but not limited to: (i) consolidation or sub-division or splitting up of its Equity
Securities, (ii) issue of bonus shares; (iii) issue of shares in a scheme of arrangement (including amalgamation
or demerger);

[Link]. reclassification of Equity Securities or variation of rights into other kinds of Equity Securities; and (v)
issue of right shares, then the number of Equity Shares that each Series B CCPS converts into and the
Conversion Price for each such Equity Share shall be adjusted accordingly in a manner that each holder of
Series B CCPS receives such number of Equity Shares that such holder would have been entitled to receive
immediately after occurrence of any such Capital Restructuring had the conversion of the Series B CCPS
occurred immediately prior to the occurrence of such Capital Restructuring.

[Link]. It is clarified that from the effective date of each adjustment to the Conversion Price, the term
‘Conversion Price’ shall thereafter mean the adjusted Conversion Price.

191.4. VOTING RIGHTS

The holders of the Series B CCPS shall be entitled to receive notice of and vote on all matters that are
submitted to the vote of the Shareholders of the Company (including the holders of Equity Shares). Each of
the Promoters, the Company and other Shareholders hereby acknowledge that the Investor has agreed to
subscribe to the Series B CCPS on the basis that the Investor will be able to exercise voting rights on the
Series B CCPS as if the same were converted into Equity Shares. Each Series B CCPS shall entitle the holder
to the number of votes equal to the number of whole or fractional Equity Sharesinto which such Series B
CCPS could then be converted. To this effect, each Promoter and other Shareholder agrees that, if applicable
Law does not permit the Investor as holder of Series B CCPS to exercise voting rights on all shareholder
matters submitted to the vote of the shareholders of the Company (including the holders of Equity Shares),
then until the conversion of all the Series B CCPS into Equity Shares, each Promoter and other Shareholder
shall vote in accordance with the instructionsof the Investor at a general meeting or provide proxies without
instructions to the Investor for the purposes of a general meeting, in respect of such number of Equity Shares
held by each of them such that a relevant percentage (the “Relevant Percentage”) of the Equity Shares of the
Company are voted on in the manner required by the Investor. For the purposes of this Article 191.4, the
Relevant Percentage in relation to an Investor shall be equal to the percentage of Equity Shares in the
Companythat such Investor would hold if the Investor were to elect to convert its Series B CCPS into
Equity Shares based on the then applicable Conversion Price. The obligation of the Promoters and other
Shareholders to vote on their Equity Securities as aforesaid shall be pro-rated in accordance with their inter
se shareholding in the Company.

191.5. GENERAL

191.5.1. Certificate of Adjustment. In each case of an anti-dilution adjustment, the Company shall cause any of its Directors
to compute such adjustment or readjustment and prepare a certificate showing such adjustment or
readjustment, and shall mail such certificate, by first class mail, postage prepaid, to the holder of the Series
B CCPS at its respective address as shown in the Company’s statutory registers.

191.5.2. No Impairment. The Company and Shareholders shall not avoid or seek to avoid the observance or
590
 performance of any of the terms to be observed or performed hereunder by theCompany or the Shareholders,
but shall at all times in good faith assist in carrying out all such action as may be reasonably necessary or
appropriate in order to protect the rights of the holdersof the Series B CCPS against impairment.

192. ENTRENCHMENT

Alteration of Article and Memorandum of Association: Any amendment in this entrenched Article will require
prior written consent of Series A CCPS holder and Series B CCPS holder as the case may be.

***

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 SECTION IX: OTHER INFORMATION

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The copies of the following contracts which have been executed, entered into or are to be entered into by our
Company (not being contracts entered into in the ordinary course of business carried on by our Company) which
are, or may be deemed material, are attached to the copy of this Red Herring Prospectus to be filed with the
Registrar of Companies. Copies of the contracts and also the documents for inspection referred to hereunder, may
be inspected at our Registered and Corporate Office, between 10.00 am and 5.00 pm on all Working Days and are
also available at the website of our Company at [Link] from the date of this Red Herring
Prospectus until the Bid/Offer Closing Date (except for such agreements executed after the Bid/Offer Closing
Date).

Any of the contracts or documents mentioned in this Red Herring Prospectus may be amended or modified at any
time if so required in the interest of our Company or if required by the other parties, without reference to the
Shareholders, subject to compliance of the provisions contained in the Companies Act, 2013 and other applicable
law.

Material Contracts to the Offer

1. Offer Agreement dated December 24, 2024 entered into among our Company, the Promoter Selling
Shareholders and the Book Running Lead Managers, as amended pursuant to the amendment agreement
dated May 19, 2025.

2. Registrar Agreement dated December 23, 2024 entered into among our Company, the Promoter Selling
Shareholders and the Registrar to the Offer.

3. Monitoring Agency Agreement dated July 3, 2025 entered into between our Company and the
Monitoring Agency.

4. Cash Escrow and Sponsor Bank Agreement dated July 5, 2025 entered into among our Company, the
Promoter Selling Shareholders, the Registrar to the Offer, the BRLMs, the Banker(s) to the Offer.

5. Share Escrow Agreement dated July 4, 2025 entered into among the Promoter Selling Shareholders, our
Company and the Share Escrow Agent.

6. Syndicate Agreement dated July 16, 2025 entered into among the members of the Syndicate, our
Company, the Promoter Selling Shareholders and the Registrar to the Offer.

7. Underwriting Agreement dated [●] entered into among our Company, the Promoter Selling Shareholders
and the Underwriters.

Material Documents in relation to the Offer

(1) Certified copies of updated Memorandum of Association and Articles of Association of our Company as
amended until date.

(2) Certificate of incorporation dated January 14, 2015.

(3) Certificate of incorporation dated March 19, 2020 consequent upon change of change of registered office
from Uttar Pradesh to Karnataka.

(4) Certificate of incorporation dated November 8, 2024 consequent upon change of name of our Company
from “Innovent Spaces Private Limited” to “Indiqube Spaces Private Limited”.

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(5) Fresh certificate of incorporation dated December 17, 2024 consequent upon change of name of our
Company pursuant to its conversion to a public company.

(6) Resolutions passed by our Board dated December 18, 2024 which was superseded by another resolution
of our Board dated December 18, 2024 and Shareholders vide a special resolution passed in their EGM
held on December 18, 2024 which was superseded by a special resolution in their EGM held on
December 23, 2024, authorizing the offer. The revised Offer has been taken on record through a
resolution passed by our Board of Directors in their meeting held on June 24, 2025.

(7) Resolution of the Board of Directors dated December 23, 2024 approving the Draft Red Herring
Prospectus for filing with the SEBI and the Stock Exchanges.

(8) Resolution of our IPO Committee dated December 24, 2024 approving the Draft Red Herring Prospectus
for filing with SEBI and the Stock Exchanges.

(9) Resolution of our Board of Directors dated July 17, 2025 approving this Red Herring Prospectus for
filing with the SEBI and the Stock Exchanges.

(10) Consent letters from each of the Promoter Selling Shareholders consenting to the inclusion of their
respective portion of the Offered Shares in the Offer for Sale.

(11) Resolution of the Audit Committee dated July 17, 2025, approving the KPIs.

(12) Copies of annual reports of our Company for the last three Fiscals, i.e., Fiscals 2025, 2024 and 2023.

(13) Consent letter dated July 17, 2025 from Walker Chandiok & Co 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 Red Herring Prospectus and as an “expert” as defined under section 2(38) of the
Companies Act, 2013 to the extent and in their capacity as our Statutory Auditors, and in respect of their
(i) examination report dated June 24, 2025 on our Restated Financial Information; and (ii) their report
dated June 24, 2025 on the statement of possible special tax benefits available to the Company and its
shareholders in this Red Herring Prospectus.

(14) Consent letter dated July 17, 2025 from B S R & Co 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
Red Herring Prospectus and as an “Experts” as defined under section 2(38) of the Companies Act, 2013
to the extent applicable and in their capacity as our Predecessor Auditor, and in respect of their
examination report dated June 24, 2025 on our Restated Financial Information for the year ended March
31, 2023 and such consent has not been withdrawn as on the date of this Red Herring Prospectus.

(15) Consent letter dated July 17, 2025 from S K Patodia & Associates LLP, holding a valid peer review
certificate from ICAI, to include their name as required under Section 26(5) of the Companies Act 2013
read with SEBI ICDR Regulations in this Red Herring Prospectus and as an “Expert” as defined under
Section 2(38) of Companies Act 2013 in respect of the certificates issued by them in their capacity as an
independent chartered accountant to our Company.

(16) Consent letter dated December 19, 2024 from Raseek Ashok Bhagat of Raseek Bhagat and Associates,
as chartered architect to include their name as required under Section 26(5) of the Companies Act, 2013,
read with SEBI ICDR Regulations, in this Red Herring Prospectus and as an “expert” as defined under
Section 2(38) of the Companies Act, 2013, to the extent and in their capacity as independent chartered
architect, in respect of their certificate dated July 17, 2025.

(17) Consent letter dated July 17, 2025 from Pradeesh P L (TRUMARX), as intellectual property consultant
to include their name as required under Section 26(5) of the Companies Act, 2013, read with SEBI ICDR
Regulations, in this Red Herring Prospectus and as an “expert” as defined under Section 2(38) of the

593
 Companies Act, 2013, to the extent and in their capacity as independent intellectual property consultant,
in respect of their certificate dated July 17, 2025 on our intellectual property.

(18) Industry research report titled “Industry Report on Flexible Workspaces Segment in India” dated June
25, 2025, prepared by CBRE South Asia Private Limited and the consent letter dated June 25, 2025,
issued by CBRE. The CBRE Report is available on the website of our Company at
www.//[Link]/investor/, until the Bid / Offer Closing Date.

(19) Statement of Possible Special Tax Benefits dated June 24, 2025.

(20) Examination Report dated June 24, 2025 on our Restated Financial Information issued by our Statutory
Auditors.

(21) Consents of the BRLMs, the Syndicate Members, Registrar to the Offer, Bankers to the Offer, bankers
to our Company, legal advisors to our Company as to Indian Law, our Directors, Company Secretary
and Compliance Officer and Chief Financial Officer, as referred to act, in their respective capacities.

(22) Certificate dated July 17, 2025 from S K Patodia & Associates LLP, certifying the KPIs, Transactions in
Equity Shares and Basis for Offer Price of our Company.

(23) Certificate dated July 17, 2025, issued by S K Patodia & Associates LLP, Chartered Accountants,
certifying the (i) average cost of acquisition of Equity Shares held by our Promoters and the Promoter
Selling Shareholders; (ii) weighted average price at which the equity shares were acquired by our
Promoters and the Selling Shareholders in the one year preceding the date of this Red Herring Prospectus;
(iii) details of acquisition of equity shares in the last three years by Promoters, members of Promoter
Group, Selling Shareholders and Shareholder(s) with nominee director rights or other rights; and (iv)
weighted average cost of acquisition of all Equity Shares transaction in the three years, 18 months and
one year preceding the date of this Red Herring Prospectus.

(24) Certificate dated July 17, 2025 issued by Walker Chandiok & Co LLP, Statutory Auditors, in accordance
with Clause 9(A)(2)(b) of Part A of Schedule VI of the SEBI ICDR Regulations, certifying the utilization
of loans for the purpose availed by our Company.

(25) Certificate dated July 17, 2025 issued by S K Patodia & Associates LLP, certifying the financial
indebtedness of our Company.

(26) Certificate dated July 17, 2025 issued by S K Patodia & Associates LLP, certifying the utilization of
loans for the purpose availed by our Company.

(27) Certificate dated July 17, 2025 issued by S K Patodia & Associates LLP, certifying the total outstanding
dues (trade payables) owed to micro, small and medium enterprises (as defined under Section 2 of the
Micro, Small and Medium Enterprises Development Act, 2006), Material Creditors and other creditors
by our Company.

(28) Certificate dated July 17, 2025 issued by S K Patodia & Associates LLP, certifying the related party
transactions of our Company.

(29) In-principle listing approvals dated February 17, 2025 and February 17, 2025 from BSE and NSE,
respectively.

(30) Tripartite agreement dated November 25, 2024 among our Company, NSDL and the Registrar to the
Offer

(31) Tripartite agreement dated November 4, 2024 among our Company, CDSL and the Registrar to the Offer.
594
(32) Shareholders’ agreement dated April 18, 2018 entered into by and among our Company, Rishi Das,
Meghna Agarwal, Anshuman Das, Aravali Investment Holdings, Careernet Technologies Private
Limited, Hirepro Consulting Private Limited, WestBridge AIF I, Konark Trust, MMPL Trust, and Ashish
Gupta and such shareholders agreement as amended by shareholders amendment agreements dated
March 31, 2022, dated June 2, 2022 and March 27, 2024 and Deed of adherence dated April 18, 2018
executed by Ashish Gupta.

(33) Share subscription agreement dated April 18, 2018 entered into by and among our Company, Aravali
Investment Holdings, Rishi Das, Meghna Agarwal, and Anshuman Das.

(34) Share subscription agreement dated March 31, 2022 entered into by and among our Company,
WestBridge AIF I, Konark Trust, MMPL Trust, Rishi Das, Meghna Agarwal, and Anshuman Das,
Careernet Technologies Private Limited, Hirepro Consulting Private Limited, and Ashish Gupta as
amended by the amendment agreement dated June 2, 2022.

(35) Waiver cum amendment agreement to the shareholders’ agreement dated April 18, 2018, as amended,
dated December 23, 2024 by and amongst Indiqube Spaces Private Limited, Aravali Investment
Holdings, WestBridge AIF I, Rishi Das, Anshuman Das, Meghna Agarwal, Careernet Technologies
Private Limited, and Hirepro Consulting Private Limited, Konark Trust, MMPL Trust, and Ashish Gupta.

(36) Business transfer agreement dated June 1, 2018 between our Company and Innoprop Spaces Private
Limited.

(37) Independent valuation report dated May 31, 2018 issued by S V Shivarama Iyer in relation to business
transfer agreement dated June 1, 2018 between our Company and Innoprop Spaces Private Limited.

(38) Consent letter dated December 19, 2024 from S V Shivarama Iyer, independent valuer with respect to
the valuation report dated May 31, 2018 for the business transfer agreement dated June 1, 2018 between
our Company and Innoprop Spaces Private Limited.

(39) Appointment letter dated December 18, 2024 issued by the Company to Rishi Das in relation to the terms
of appointment and remuneration.

(40) Appointment letter dated December 18, 2024 issued by the Company to Meghna Agarwal in relation to
the terms of appointment and remuneration.

(41) Due diligence certificate dated December 24, 2024 to SEBI from the BRLMs.

(42) SEBI observation letter dated January 27, 2025 bearing reference number SEBI/HO/CFD/RAC-
DIL2/P/OW/2024/2828/1 and SEBI observation letter dated March 24, 2025 bearing reference number
SEBI/HO/CFD/RAC-DIL2/P/OW/2025/9013/1.

(43) Complaints received in relation to the Company and/or the Offer, post filing of the Draft Red Herring
Prospectus:

(a) Complaint from Suman Kumar Mishra, on behalf of Investor Forum of India received by our
Company through an email dated March 6, 2025 from SEBI and another email dated March 18,
2025 from BSE. The Complaint was addressed to various officials including the Prime Minister

595
 of India, Finance Secretary, SEBI officials, the BRLMs, stock exchange officials and ICICI
Bank officials. The response to this complaint was submitted by our Company to Suman Kumar
Mishra on March 21, 2025 and filed with BSE on March 21, 2025. The response to this
complaint was also filed by the BRLMs with SEBI on March 24, 2025.
(b) Complaint by ex-employee of our Company dated March 12, 2025 addressed to the official of
the BSE. The response to this complaint was filed by our Company with the BRLMs on March
24, 2025 and with SEBI by the BRLMs on March 24, 2025.
(c) Response dated March 30, 2025 received from Suman Kumar Mishra on behalf of Investor
Forum of India addressed to various officials including SEBI officials, BRLMs, stock exchange
officials and the others. The response to this complaint was submitted by our Company to the
Suman Kumar Mishra on April 22, 2025 and by the BRLMs with SEBI on April 24, 2025.
(d) Complaint received from Zerach Solar Private Limited forwarded to the BRLMs by SEBI on
June 12, 2025 and directly received by the BRLMs on June 19, 2025. Both the responses to the
complaints were submitted by the BRLMs on June 27, 2025.

We confirm that there are no other agreements, arrangements and clauses or covenants which are material and
which needs to be disclosed or the non-disclosure of which may have bearing on the investment decision, other
than the ones which have already been disclosed in this Red Herring Prospectus.

596
 DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act and the rules, guidelines and
regulations issued by the Government of India or the guidelines and regulations issued by SEBI, established under
Section 3 of the SEBI Act as the case may be, have been complied with and no statement made in this Red Herring
Prospectus is contrary to the provisions of the Companies Act, the SEBI Act, the SCRA, the SCRR, or rules made
or guidelines or regulations issued thereunder, as the case may be. I further certify that all statements in this Red
Herring Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

_________________________
Rishi Das
(Chairman, Executive Director and Chief Executive Officer)

Date: July 17, 2025

Place: Bengaluru

597
 DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act and the rules, guidelines and
regulations issued by the Government of India or the guidelines and regulations issued by SEBI, established under
Section 3 of the SEBI Act as the case may be, have been complied with and no statement made in this Red Herring
Prospectus is contrary to the provisions of the Companies Act, the SEBI Act, the SCRA, the SCRR, or rules made
or guidelines or regulations issued thereunder, as the case may be. I further certify that all statements in this Red
Herring Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

_________________________
Meghna Agarwal
(Chief Operating Officer and Executive Director)

Date: July 17, 2025

Place: Bengaluru

598
 DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act and the rules, guidelines and
regulations issued by the Government of India or the guidelines and regulations issued by SEBI, established under
Section 3 of the SEBI Act as the case may be, have been complied with and no statement made in this Red Herring
Prospectus is contrary to the provisions of the Companies Act, the SEBI Act, the SCRA, the SCRR, or rules made
or guidelines or regulations issued thereunder, as the case may be. I further certify that all statements in this Red
Herring Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

_________________________
Anshuman Das
(Non-Executive Director)

Date: July 17, 2025

Place: Copenhagen, Denmark

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 DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act and the rules, guidelines and
regulations issued by the Government of India or the guidelines and regulations issued by SEBI, established under
Section 3 of the SEBI Act as the case may be, have been complied with and no statement made in this Red Herring
Prospectus is contrary to the provisions of the Companies Act, the SEBI Act, the SCRA, the SCRR, or rules made
or guidelines or regulations issued thereunder, as the case may be. I further certify that all statements in this Red
Herring Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

_________________________
Sandeep Singhal
(Non-Executive Nominee Director)

Date: July 17, 2025

Place: Bengaluru

600
 DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act and the rules, guidelines and
regulations issued by the Government of India or the guidelines and regulations issued by SEBI, established under
Section 3 of the SEBI Act as the case may be, have been complied with and no statement made in this Red Herring
Prospectus is contrary to the provisions of the Companies Act, the SEBI Act, the SCRA, the SCRR, or rules made
or guidelines or regulations issued thereunder, as the case may be. I further certify that all statements in this Red
Herring Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

_________________________
Avalur Gopalaratnam Muralikrishnan
(Independent Director)

Date: July 17, 2025

Place: Bengaluru

601
 DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act and the rules, guidelines and
regulations issued by the Government of India or the guidelines and regulations issued by SEBI, established under
Section 3 of the SEBI Act as the case may be, have been complied with and no statement made in this Red Herring
Prospectus is contrary to the provisions of the Companies Act, the SEBI Act, the SCRA, the SCRR, or rules made
or guidelines or regulations issued thereunder, as the case may be. I further certify that all statements in this Red
Herring Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

_________________________
Rahul Matthan
(Independent Director)

Date: July 17, 2025

Place: Bengaluru

602
 DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act and the rules, guidelines and
regulations issued by the Government of India or the guidelines and regulations issued by SEBI, established under
Section 3 of the SEBI Act as the case may be, have been complied with and no statement made in this Red Herring
Prospectus is contrary to the provisions of the Companies Act, the SEBI Act, the SCRA, the SCRR, or rules made
or guidelines or regulations issued thereunder, as the case may be. I further certify that all statements in this Red
Herring Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

_________________________
Naveen Tewari
(Independent Director)

Date: July 17, 2025

Place: Bengaluru

603
 DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act and the rules, guidelines and
regulations issued by the Government of India or the guidelines and regulations issued by SEBI, established under
Section 3 of the SEBI Act as the case may be, have been complied with and no statement made in this Red Herring
Prospectus is contrary to the provisions of the Companies Act, the SEBI Act, the SCRA, the SCRR, or rules made
or guidelines or regulations issued thereunder, as the case may be. I further certify that all statements in this Red
Herring Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

_________________________
Sachi Krishana
(Independent Director)

Date: July 17, 2025

Place: Bengaluru

604
 DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act and the rules, guidelines and
regulations issued by the Government of India or the guidelines and regulations issued by SEBI, established under
Section 3 of the SEBI Act as the case may be, have been complied with and no statement made in this Red Herring
Prospectus is contrary to the provisions of the Companies Act, the SEBI Act, the SCRA, the SCRR, or rules made
or guidelines or regulations issued thereunder, as the case may be. I further certify that all statements in this Red
Herring Prospectus are true and correct.

SIGNED BY THE CHIEF FINANCIAL OFFICER OF OUR COMPANY

_________________________
Pawan J Jain
(Chief Financial Officer)

Date: July 17, 2025

Place: Bengaluru

605
 DECLARATION BY RISHI DAS AS A PROMOTER SELLING SHAREHOLDER

The undersigned Promoter Selling Shareholder, hereby confirms that all statements, disclosures, and undertakings
specifically made or confirmed by him in this Red Herring Prospectus in relation to himself as a Promoter Selling
Shareholder and the Equity Shares being offered by him pursuant to the Offer for Sale, are true and correct,
provided however, the undersigned Promoter Selling Shareholder assumes no responsibility for any other
statements, and undertakings, including statements made by, or relating to, the Company, or any other Selling
Shareholders, or any expert, or any other person(s) in this Red Herring Prospectus.

________________________
Rishi Das

Date: July 17, 2025

Place: Bengaluru

606
 DECLARATION BY MEGHNA AGARWAL AS A PROMOTER SELLING SHAREHOLDER

The undersigned Promoter Selling Shareholder, hereby confirms that all statements, disclosures, and undertakings
specifically made or confirmed by her in this Red Herring Prospectus in relation to herself as a Promoter Selling
Shareholder and the Equity Shares being offered by her pursuant to the Offer for Sale, are true and correct,
provided however, the undersigned Promoter Selling Shareholder assumes no responsibility for any other
statements, and undertakings, including statements made by, or relating to, the Company, or any other Selling
Shareholders, or any expert, or any other person(s) in this Red Herring Prospectus.

________________________
Meghna Agarwal

Date: July 17, 2025

Place: Bengaluru

607