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Dev Accelerator Ltd Management Discussions

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Oct 15, 2025|10:29:56 AM

Dev Accelerator Ltd Share Price Management Discussions

OPERATIONS

The following discussion is intended to convey managements perspective on our financial condition and results of operations for Fiscals 2023, 2024 and 2025. You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our Restated Consolidated Financial Information as of and for Fiscals 2023, 2024 and 2025, including the related annexures.

Unless otherwise indicated or context otherwise requires, the financial information for Fiscals 2023, 2024 and 2025 is derived from the Restated Consolidated Financial Information, included in this Red Herring Prospectus. For further information, see Restated Consolidated Financial Information and Summary of Financial Information on pages 284 and 86. Our Fiscal year ends on March 31 of each year. Accordingly, all references to a particular Fiscal are to the 12month period ended March 31 of that year.

The industryrelated information contained in this section is derived from the industry report titled Indias Flex Space Market dated July 25, 2025, prepared by JLL (the JLL Report ) and JLL was appointed by our Company pursuant to a consulting services agreement dated May 23, 2024, as amended. We commissioned and paid for the JLL Report for the purposes of confirming our understanding of the industry specifically for the purpose of the Issue, as no report is publicly available which provides a comprehensive industry analysis, particularly for our Companys services, similar to the JLL Report. JLL is an independent agency and is not a related party of our Company, its Subsidiaries, Associates, Directors, Promoters, Key Managerial Personnel, Senior Management or the Book Running Lead Manager. A copy of the JLL Report is available on the website of our Company at https://devx.work/ investorrelations.

We have included certain nonGAAP financial measures and other performance indicators relating to our financial performance and business in this Red Herring Prospectus, each of which is a supplemental measure of our performance and liquidity and not required by, or presented in accordance with, Ind AS, Indian GAAP, IFRS or U.S. GAAP. Furthermore, such measures and indicators are not defined under Ind AS, IFRS, U.S. GAAP or other accounting standards, and therefore should not be viewed as substitutes for performance, liquidity or profitability measures under such accounting standards. In addition, such measures and indicators, are not standardised terms, hence a direct comparison of these measures and indicators between companies may not be possible. Other companies may calculate these measures and indicators differently from us, limiting their usefulness as a comparative measure. Although such measures and indicators are not a measure of performance calculated in accordance with applicable accounting standards, our Companys management believes that they are useful to an investor in evaluating our operating performance. For risks relating to such nonGAAP measures, see Risk Factors 27. We have presented certain supplemental information of our performance and liquidity which is not prepared under or required under Ind AS on page 62.

This discussion contains forwardlooking statements that involve risks and uncertainties and reflects our current view with respect to future events and financial performance. Actual results may differ from those anticipated in these forwardlooking statements as a result of factors such as those set forth under ForwardLooking Statements and Risk Factors on pages 28 and 43, respectively.

Overview

We are one of the largest flex space operators in Tier 2 markets in terms of operational flex stock( Source: JLL report ). Since our inception, we have established our presence in both Tier 1 and Tier 2 markets across India, including regions such as Delhi NCR, Hyderabad, Mumbai, Pune, Ahmedabad, Gandhinagar, Indore, Jaipur, Udaipur, Rajkot and Vadodara as of May 31, 2025.

Our comprehensive office space solutions include sourcing office spaces, customizing designs, developing spaces and providing technology solutions to providing complete asset management. This means we not only create and manage office environments but also ensure that they operate efficiently, allowing our clients to focus on their core business activities. For this purpose, we ensure property upkeep, including regular cleaning, HVAC (heating, ventilation, and air conditioning) maintenance, plumbing, electrical systems, house keeping, administrative assistance, etc. This ensures that the office environment is always ready for use, without clients needing to manage these daytoday operational tasks.

As on May 31, 2025, we have over 250 clients and 28 Centers across 11 cities in India, with 14,144 seats covering a total area under management of 860,522 square feet.

Our clientele comprises of large corporates, MNCs and SMEs, to whom we offer a variety of flexible office space solutions such as managed office spaces and coworking spaces as well as design and execution services through our Subsidiary, Neddle and Thread Designs LLP.

The flexible workspace solutions provided by us at our Centers are divided in the following segments:

Managed office spaces: This workspace solution is tailored for large businesses seeking customized office setups, ranging from 100 to 500 seats. We provide a broad spectrum of services to enterprises, encompassing customised design, developing spaces, and management of the same, which are aimed at creating a bespoke workspace environment for our clients.

Coworking spaces: This workspace solution allows individuals to any available desk at our readytouse workspaces, promoting a collaborative work environment. This model is ideal for freelancers, startups, and remote workers seeking adaptability and networking opportunities.

Design and execution services: As part of our workspace solution offerings, we provide comprehensive design and build solutions, for developing our Centers as well as developing external commercial offices of our clients, through our Subsidiary, Neddle and Thread Designs LLP.

Payroll management services: We offer endtoend solutions, from employee onboarding to exit, using our employee management software to streamline payroll processing, compliance, and statutory requirements.

Facility management services: Our facility management services include dedicated IT infrastructure, housekeeping, valet parking, security services, and stationery management. These services are designed to support our clients operational needs and enhance their overall workplace experience.

IT/ITes services: As part of this offering, we, amongst others, offer software development solutions, cloud services, data analytics services, digital marketing, through our Subsidiary, Saasjoy Solutions Private Limited.

Our primary focus is on serving large corporates by offering managed office solutions. Such offerings have average lease tenures ranging from 5 to 9 years, with lockin periods of 3.5 to 5 years. These longer lease commitments provide a stable and predictable revenue stream, help build stronger relationships with occupiers potentially leading to contract renewals or expansions in the future, and achieve operational efficiency in the managed space segment ( Source: JLL Report ).

Our revenue contribution from managed office space solutions in Fiscals 2025, 2024 and 2023 is 933.75 million, 740.35 million and 353.14 million, respectively, constituting 58.77%, 68.50% and 50.51%, respectively, of our revenue from operations.

Our understanding of the modern workforce has enabled us to deliver customized solutions for our clientele. This has established us as a comprehensive, onestop platform for flexible workplace requirements as shown below:

For further details in relation to our flexible workspace solutions, see Our BusinessOur Service Offerings on page 224.

The table below sets forth a breakdown of revenue generated from our service offerings for the years indicated below:

Particulars Fiscal 2025 Fiscal 2025 Fiscal 2024 Fiscal 2024 Fiscal 2023 Fiscal 2023
Segment wise Revenue Amount ( in million) % of Revenue from Operations Amount ( in million) % of Revenue from Operations Amount ( in million) % of Revenue from Operations
Managed Space Services 933.75 58.77 740.35 68.50 353.14 50.51
Coworking Space 89.07 5.61 85.23 7.89 47.66 6.82
Payroll Management Service 22.24 1.40 38.88 3.60 34.71 4.96
Designing & Execution 403.01 25.37 185.70 17.18 220.83 31.59
Facility Management & 58.85 3.70 30.71 2.83 42.77 6.12
Other Services
IT/ ITes Services 81.83 5.15
Total 1,588.75 100.00 1,080.87 100.00 699.11 100.00

Our key performance indicators for the last three Fiscals are as follows:

Particulars Unit Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue from Operations (1) 1,588.75 1,080.87 699.11
Revenue CAGR (Fiscal 2023 to 2025) (%) (2) % 50.75
EBITDA (3) 804.57 647.39 298.81
EBITDA Margin (%) (4) % 50.64 59.90 42.74
Restated Profit/ (Loss) for the year (5) 17.73 4.37 (128.30)
Restated Profit/ (Loss) for the year as a % of % 1.00 0.39 (17.98)
total Income (6)
Total Equity (7) 547.86 287.88 12.22
Capital Employed (8) 1,820.96 1,292.95 338.79
Total Assets (9) 5,403.76 4,110.89 2,824.22
ROCE(%) (10) % 25.95 17.31 3.65
Debt / Equity (11) Times 2.39 3.51 27.17
Operational Cities (12) Number 11 11 9
Operational Centers (13) Number 26 25 17
Particulars Unit Fiscal 2025 Fiscal 2024 Fiscal 2023
Operational Super Builtup Area (14) Million square 0.84 0.81 0.63
feet
Number of Capacity Seats in Operational Number 13,759 12,543 10,165
Centers (15)
Number of Occupied Seats in Operational Number 12,054 10,422 8,218
Centers (16)
Occupancy rate in Operational Centers (%) (17) % 87.61 83.09 80.85

Notes:

1. Revenue from operations means revenue from operations as per the Restated Consolidated Financial Information;

2. Revenue CAGR growth provides information regarding the growth in terms of our business for the respective period in terms of CAGR;

3. EBITDA is calculated as profit / (loss) before tax plus finance costs, depreciation and amortisation expense and less other income;

4. EBITDA Margin is calculated as EBITDA divided by Revenue from Operations;

5. Restated Profit / (Loss) for the year means the restated profit / (loss) for the year after tax as per the Restated Consolidated Financial Information;

6. Restated Profit / (Loss) for the year as a % of Total Income is calculated as restated profit / (loss) for the year divided by Total Income;

7. Total Equity is calculated as total Net worth excluding noncontrolling interest;

8. Capital employed is calculated as the sum of total Net worth, total borrowings minus cash & cash equivalents;

9. Total Assets means sum for non current and current assets of our Company;

10. Return on Capital Employed (ROCE) is calculated as EBIT divided by capital employed where (i) EBIT means EBITDA plus depreciation and amortization expense including other income; 11. Debt to Equity Ratio is calculated as total borrowings divided by total net worth;

12. Operational Cities refer to cities where (i) our Company have entered into binding lease or operating arrangements with our space owners; (ii) our Company have paid the security deposit to the space owners; and (iii) clients can start availing our Companys services at the Centers; 13. Operational Centers refer to centers where (i) our Company have entered into binding lease or operating arrangements with their space owners; (ii) our Company have paid the security deposit to the space owners; and (iii) clients can start availing our Companys services at the Centers;

14. Operational Super Builtup Area of a property is the total contracted area, which includes the carpet area, along with the terrace, balconies, areas occupied by walls, and areas occupied by common/shared construction for all our Centers; 15. Number of Capacity Seats in Operational Centers means the maximum number of Seats available across all our Operational

Centers;

16. Number of Occupied Seats in Operational Centers means Total number of Seats contracted in the Companys Operational

Centers;

17. Occupancy rate in Operational Centers The percentage of Number of Occupied Seats in Operational Centers divided by the

Capacity seats in Operational Centers.

Significant Factors Affecting our Financial Condition and Results of Operations

Revenue drivers

Number of Centers and seats

The expansion of our number of Centers and seats is one of the important factors affecting our results of operations and financial condition. As of May 31, 2025, we have operations across 11 cities, including Delhi NCR, Hyderabad, Mumbai, Pune, Ahmedabad, Gandhinagar, Indore, Jaipur, Udaipur, Rajkot and Vadodara, covering a total area under management of 860,522 sq. ft. with 28 Operational Centers and 14,144 Operational Seats.

We have increased the total number of Centers from 17 Operational Centers and 10,165 Operational Seats as of March 31, 2023 to 26 Operational Centers and 13,759 Operational Seats as of March 31, 2025. Between March 31, 2023 to March 31, 2025, our Operational Centers, Operational Seats and Operational Super BuiltUp Area grew at a CAGR of 23.67%, 16.34% and 15.24%, respectively.

The expansion of Centers and seats is expected to provide economies of scale thereby resulting in an increase in our revenue. As on May 31, 2025, we have 28 Centers, out of which 21 Centers operate under the straight lease model wherein landlords lease space to operators at a fixed rental amount and 1 Center under the revenue share model wherein the rent payment that operators make to landlords is based on a percentage of the generated revenue. Our balance Centers i.e. 6 Centers are furnished by landlords wherein the landlord provides fully furnished and equipped office spaces to flex operators. For details in relation to the sourcing and procurement of our workspaces, see Our Business Sourcing and asset procurement strategy on page 365.

Our understanding of evolving consumer preferences has not only enabled us to grow but also enabled us to expand our presence across the country more seamlessly. In order to identify and select the cities and submarkets where we propose to set up our Centers, comprehensive market research and financial analysis is conducted to assess the practicality and viability of establishing a Center. We also deploy a dedicated team for carrying out in person site inspections and evaluations. Factors such as accessibility and connectivity, surrounding location profile, preferably having strong residential catchment area, visibility, safety, proximity to public amenities, the grade of the building, competitor landscape and favorable state and government policies to evaluate future growth prospects of the location are taken into consideration. We also assess certain operational parameters such as potential seat price, operating expenses and occupancy timeframe, to assess the financial viability of a potential Center.

Occupancy rate

As on May 31, 2025, we have over 250 clients, which includes large corporates or multinational corporations, SMEs, startups and freelancers. Our clients operate in a diverse range of industries such as information technology, information technology enabled services, media and entertainment, banking, financial services, education services, manufacturing and insurance, and consulting. Our results of operations are also driven by the levels of occupancy at our Centers. We have cumulatively added more than 265 Clients between March 31, 2023 to March 31, 2025. We have increased our occupancy percentage from 80.85% as of March 31, 2023 to 87.61% as of March 31, 2025 thereby highlighting our ability to expand and grow our business operations at a healthy pace. The occupancy percentage is calculated as Occupied Seats divided by the total operational seats within the period.

We maintain consistently high occupancy rates across all Centers, driven by the quality of services and the strategic location of office spaces.

Occupancy levels depend on several factors such as demand for, and comparable supply of, flexible workspace solutions in the submarkets in which we operate, rates in comparison with competing properties, attractiveness of our Centers, the range of amenities available at our Centers and the ability to provide space or enter into new arrangements without significant intervals of time or incurring significant costs.

Geographic distribution and Client Industry

A significant factor affecting our business performance is the geographic spread of our Centers. Our revenue from lease rentals is based on the underlying rents we pay to space owners. Since rent rates vary by city, our pricing structure reflects these differences through a multiplier applied to the rents payable to Landlords.

The table below sets forth certain information relating to the presence of our Centers across various cities along with the city wise revenue for the years indicated below:

Location Number of Centers Fiscal 2025 ( in million) Fiscal 2024 ( in million) Fiscal 2023 ( in million)
Tier 1 Cities
Mumbai, Maharashtra 2 142.12 126.27 57.49
Pune, Maharashtra 3 90.52 71.10 43.50
Noida, Uttar Pradesh 3 91.41 74.71 44.65
Hyderabad, Telangana 2 78.37 73.00 56.98
Total (A) 10 402.42 345.08 202.62
Tier 2 Cities
Ahmedabad, Gujarat 8 482.84 375.90 242.08
Vadodara, Gujarat 2 130.35 83.30 76.94
Rajkot, Gujarat 1 15.78 12.35 9.61
Gandhinagar, Gujarat 1 47.15 11.54
Jaipur, Rajasthan 2 95.37 129.16 74.96
Udaipur, Rajasthan 1 5.87
Indore, Madhya Pradesh 1 26.61 23.10
Total (B) 16 803.97 635.35 403.59
Grand Total (A+B) 26 1,206.39 980.43 606.21
Note:

The table above sets forth information relating to the presence of our Centers across various city wise revenue for the periods indicated above. The overall revenue of the Company is generated from service offerings which comprise: (i) Managed service spaces, (ii) Coworking space, (iii) Payroll management services, (iv) Designing & execution, and (v) Facility management & other services, as disclosed on page 216 of this RHP. However, the above table depict the revenue only from : (i) Managed service spaces and (ii) Coworking space.

The diversification of the sectors in which our clients operate is also an important factor impacting our operations. Our clients are from industries like information technology, information technology enabled services, media and entertainment, banking, financial services and insurance, and consulting. Our business is also dependent upon the performance of the industries/sectors in which our clients operate. A majority of our rental revenue is derived from information technology and information technology enabled services sectors, which contributed more than 55% of our revenue from operations for Fiscal 2025. For further details, see Risk factors 12. We derive a significant portion of our revenue from clients engaged in certain industries, particularly more than 55% revenue from our operations is generated from clients in IT / ITES industry for each of the last three fiscals and a loss of, or a significant decrease in business from clients in these industries could adversely affect our business, results of operations, financial condition and cash flows. on page 51.

The following table sets forth the breakdown of our clients by their industries based on revenue generated from such clients, during the years indicated:

Particular Fiscal 2025 Fiscal 2024 Fiscal 2023
Industry Amount ( in million) % of Revenue from Operations Amount ( in million) % of Revenue from Operations Amount (in million) % of Revenue from Operations
Information Technology 887.42 55.86 940.22 86.99 570.09 81.55
(IT)/ IT enabled services
(ITES)
Consulting services 221.58 13.95 60.93 5.64 5.83 0.83
Manufacturer 140.77 8.86 22.63 2.09 12.48 1.79
Media and entertainment 2.37 0.15 19.66 1.82 19.89 2.85
Education Services 42.08 2.65 11.59 1.07 0.21 0.03
Banking, Financial Services 6.36 0.40 11.08 1.03 4.94 0.71
and Insurance
Real estate & Others 288.17 18.13 14.76 1.36 85.67 12.25
Total 1,588.75 100.00 1,080.87 100.00 699.11 100.00

Revenue from managed space services and coworking services

Our results of operations are significantly driven by our revenue from managed space services and coworking services derived from our Centers which was 400.80 million, 825.58 million and 1,022.82 million for Fiscals 2023, 2024 and 2025 respectively, constituting 57.33%, 76.39% and 64.38% of our revenue from operations, respectively. The revenue that we generate depend on various factors, including the demand for, and comparable supply of, flexible workspace solutions in the submarkets in which we operate, rates of competing properties, attractiveness of our Centers, the range of amenities available at our Centers and the ability to enter into new agreements with clients ( Client Agreements ) without significant intervals of time or incurring significant costs.

Other streams of revenue

Our ability to increase our revenues will depend, in part, on our ability to continue to grow our flexible workspace solutions. Due to the growth in our network of Centers and clients, we have the ability to offer additional services at a larger scale and this will enable us to generate additional revenue through other streams. Our designing & execution, payroll management service & facility management & other service are the other offerings. These adjacent businesses to our core offerings, i.e., managed space and coworking space solutions are high growth, and revenue from these offerings constituted 42.67%, 23.61%and 35.62% of our revenue from operations in Fiscals 2023, 2024 and 2025, respectively. We intend to increase the scale and operations of these businesses, by increasing our focus on our existing offerings and introducing new valueadded services. For details in relation to our expansion plans, see Our Business Our service offerings on page 224.

Cost drivers

Expenses

Our expenses include:

Cost of services: Our cost of services includes project design and execution cost, electricity expense, expenses relating to provision of services and other infrastructure and service support charges, which are dependent on the occupancy rate of each of our Centers. During Fiscals 2025, 2024 and 2023, these expenses were 415.60 million, 202.24 million and 237.56 million, constituting 23.36%, 18.26% and 33.29% of our total income, respectively.

Employee benefit expenses: During Fiscals 2025, 2024 and 2023 our employee benefit expenses were 131.92 million, 75.36 million and 67.43 million constituting 7.42%, 6.81%and 9.45% of our total income, respectively.

Our employee benefit expenses as a percentage of total income has reduced over a period of time.

Finance costs: Our finance costs include interest charges, bank charges, MSME interest and interest on lease liability. During Fiscals 2025, 2024 and 2023, these expenses were 445.54 million, 310.01 million and 172.81 million, constituting 25.05%, 28.00% and 24.21%, of our total income, respectively.

Depreciation and amortization expenses: During Fiscals 2025, 2024 and 2023 our depreciation and amortization expenses were 522.17 million, 450.02 million and 301.01 million constituting 29.35%, 40.64% and 42.18% of our total income, respectively.

Other expenses

We also incur other expenses such as repairs and maintenance expense, legal and professional charges, travelling charges, postage & telephone expense, insurance expense, brokerage charges, general charges, rent, rates & taxes and others. The total other expenses incurred by us were 236.28 million, 157.40 million and 96.16 million, constituting 13.28%, 14.21% and 13.47% of our total income during the Fiscals 2025, 2024 and 2023, respectively.

Sourcing and asset procurement strategy

As of May 31, 2025, we source and procure our workspaces through the following models, namely, straight lease model, revenue share model, furnished by landlord and OpCoPropCo model. Our space owners range from real estate developers to HNIs as well as companies and institutions. As on May 31, 2025, 21 of our Centers operate under the straight lease model, 1 under the revenue share model and 6 are furnished by the landlords. We have recently started procuring assets under the OpCoPropCo Model.

We generally employ the straight lease model for procuring workspaces. The Straight Lease model entails landlords leasing space to operators at a fixed rental amount. This arrangement resembles a traditional lease, with marketstandard terms and conditions, such as common area maintenance charges, escalations, and minimum lockin periods. By opting for this model, landlords can minimize risk and enjoy a stable income stream while also limiting their involvement in the daytoday operations of the flex space. It is favoured by established landlords in the market who prefer a straightforward and predictable financial arrangement. ( Source: JLL Report ). We typically enter into arrangement under this model for a period of 5 (five) to 9 (nine) years. The capital expenditure for fitting out the property is entirely borne by us. As per the JLL Report, under the straight lease model, there is greater revenue potential linked to performance of the flex space center. The entire upside potential in terms of revenue from F&B, digital products belong to the operator. As on May 31, 2025, 75% of our Centers operate under this type of model.

Under the revenue share model, landlords and flex space operators enter a partnership, sharing both risks and rewards. Here, the rent payment that operators make to landlords is based on a percentage of the generated revenue. Depending on the agreedupon terms, landlords may or may not contribute to the capital expenditure for fitouts. Instead of a fixed rental amount, landlords receive a share of the revenue or profit, on prenegotiated terms. In certain cases, landlords may also require a minimumguarantee component within the arrangement ( Source: JLL Report ). As on May 31, 2025, one of our Centers operates under this type of model.

Under the furnished by landlords model, the landlord provides fully furnished and equipped office spaces to flex operators. The cost of fitouts is either recovered in the form of fixed rentals (cost amortized over lockin period) or a share of the revenue/profit ( Source: JLL Report ). As on May 31, 2025, ~ 21.43 % of our Centers operate under this type of model.

The OpcoPropco model, short for Operating CompanyProperty Company model, is a structure which is being utilized in the flex industry. It involves the separation of the operational functions (Opco) from the ownership of the physical properties (Propco). Under this model, the Opco is responsible for the daytoday operations of the flex space. This includes managing memberships, providing services and amenities, facilitating community engagement, and ensuring smooth functioning of the workspace. The Opco generates revenue through membership fees and service offerings. On the other hand, the PropCo owns the physical properties and leases them to the Opco. Their primary role is to acquire, develop, and maintain the real estate assets that are used as flex spaces. The Propco generates revenue through rental income from leasing the spaces to the Opco ( Source: JLL Report ). For further details please refer to Our Strategies Enhancing our asset procurement strategy on page 222.

Critical accounting policies and significant judgments and estimates

The methods, assumptions, and estimates that we use in applying our accounting policies may require us to apply judgments regarding matters that are inherently uncertain. We consider an accounting policy to be a critical estimate if: (1) we must make assumptions that were uncertain when the judgment was made, and (2) changes in the estimateassumptions, or selection of a different estimate methodology, could have a significant impact on our financial position and the results that we report in our Restated Consolidated Financial Information. While we believe that our estimates, assumptions, and judgments are reasonable, they are based on information available when the estimate was made. Further, our material accounting policies, are as follows:

(a) Key accounting estimates and judgments:

The estimates and judgments used in the preparation of the financial statements are continuously evaluated by the Group and are based on historical experience and various other assumptions and factors (including expectations of future events) that the Group believes to be reasonable under the existing circumstances. Differences between actual results and estimates are recognized in the period in which the results are known/ materialized.

The said estimates are based on the facts and events, that existed as at the reporting date, or that occurred after that date but provide additional evidence about conditions existing as at the reporting date.

(b) Fair value measurements:

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

In the principal market for the asset or liability or

In the absence of a principal market, in the most advantageous market for the asset or liability. The principal or the most advantageous market must be accessible by the Group.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a nonfinancial asset takes into account a market participants ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, as described below, based on the lowest level input that is significant to the fair value measurement as a whole:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than the quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3: Input that is significant to the value measurement is unobservable.

For assets and liabilities that are recognized in the financial statements on a recurring basis, the group determines whether transfers have occurred between levels in the hierarchy by reassessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

The Groups management determines the policies and procedures for both recurring fair value measurement and for nonrecurring measurement.

External valuers are involved for valuation of significant assets. Involvement of external valuers is decided upon annually by the management after discussion with and approval by the Board of directors. Selection criteria include market knowledge, reputation, independence and whether professional standards are maintained. The management decides, after discussions with the Groups external valuers, which valuation techniques and inputs to use for each case.

At each reporting date, the management analyses the movements in the values of assets and liabilities which are required to be remeasured or reassessed as per the Groups accounting policies. For this analysis, the management verifies the major inputs applied in the latest valuation by agreeing the information in the valuation computation to contracts and other relevant documents.

The management, in conjunction with the Groups external valuers, also compares the change in the fair value of each asset and liability with relevant external sources to determine whether the change is reasonable on yearly basis.

For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy, as explained above.

(c) Property Plant & Equipments:

Property, plant and equipment are stated at cost, net of recoverable taxes, less depreciation and impairment losses, if any. Such cost includes purchase price, borrowing cost and other cost directly attributable to the acquisition of the items.

Subsequent costs are included in the assets carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognized when replaced. All other repairs and maintenance are charged to the Statement of Profit and Loss during the reporting period in which they are incurred.

All expenditure incurred towards fixed assets including expenditure incurred during construction / new projects are accumulated and shown as capital work in progress and not depreciated until such assets are ready for commercial use.

Depreciation methods, estimated useful lives and residual value

Depreciation is provided on straight line method on the basis of Useful Life prescribed in Schedule II to the Companies Act, 2013.

The Group depreciates its property, plant and equipment over the useful life in the manner prescribed in Schedule II to the Act, and management believe that useful life of assets are same as those prescribed in Schedule II to the Act.

Useful life considered for calculation of depreciation for various assets class are as follows

Computers 3 5 Years
Furniture and Fixtures 10 15 Years
Office Equipment 5 10 Years
Intangible Assets 5 10 Years
Electric Installation 10 Years

The residual values are not more than 5% of the original cost of the asset. The assets residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

Gains and losses on disposals are determined by comparing proceeds with carrying amount.

These are included in the Statement of Profit and Loss.

(d) Intangible Assets:

Intangible assets are stated at acquisition cost net of tax/ duty credits availed, if any, and net of accumulated amortization. Gains or losses arising from the retirement or disposal of an intangible asset are determined as the difference between the net disposal proceeds and the carrying amount of the asset and recognized as income or expense in the profit or Loss. Intangible assets are amortized on the straight line method.

Research and Development Costs

Research costs are expensed as incurred. Development costs are expensed as incurred unless technical and commercial feasibility of the project is demonstrated, future economic benefits are probable, availability of resources to complete the asset is established, the Group has intention and ability to complete and use the asset and the costs are reliably measured, in which case such expenditure is capitalized. The amount capitalized comprises expenditure that can be directly attributed or allocated on a reasonable and consistent basis for creating, producing and making the asset ready for its intended use.

Amortization method and useful life

The Group amortizes Intangible Assets using the WDV over the period of 5 years for goodwill and 10 years for other Intangible Assets.

(e) Cash and Cash Equivalents:

For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, cash at bank, deposits held at call with financial institutions, other shortterm highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

(f) Financial Instruments initial recognition and subsequent measurement:

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

i. Financial assets

(i) Classification

The Group classifies its financial assets in the following measurement categories:

Those to be measured subsequently at fair value (either through other comprehensive income, or through profit or loss), and

Those measured at amortized cost.

The classification depends on the entitys business model for managing the financial assets and the contractual terms of the cash flows.

For assets measured at fair value, gains and losses will either be recorded in profit or loss or other comprehensive income. For investments in debt instruments, this will depend on the business model in which the investment is held. For investments in equity instruments, this will depend on whether the Group has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income.

The Group reclassifies debt investments when and only when its business model for managing those assets changes.

(ii) Recognition

Regular way purchases and sales of financial assets are recognized on tradedate, being the date on which the Group commits to purchase or sale the financial asset.

(iii) Measurement

At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset.

Transaction costs of financial assets carried at fair value through profit or loss are expensed in Statement of profit and loss.

Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal and interest.

Debt instruments

Subsequent measurement of debt instruments depends on the Groups business model for managing the asset and the cash flow characteristics of the asset. The Group classifies its debt instruments as follows:

Amortized cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortized cost. A gain or loss on a debt investment that is subsequently measured at amortized cost and is not part of a hedging relationship is recognized in profit or loss when the asset is derecognized or impaired. Interest income from these financial assets is included in other income using the effective interest rate method.

Equity instruments

The Group subsequently measures equity investment at fair value. The Groups Management elects to present fair value gains and losses on equity investments in other comprehensive income on an instrument by instrument basis.

Equity investment in subsidiaries, associates and joint venture are carried at historical cost as per the accounting policy choice given by IND AS 27.

(iv) Impairment of financial assets

The Group assesses on a forward looking basis the expected credit losses associated with its assets carried at amortized cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk.

For trade receivables, the Group applies the simplified approach permitted by Ind AS 109 Financial Instruments, which requires expected lifetime losses to be recognized from initial recognition of the receivables.

(v) Derecognition of financial assets

A financial asset is derecognized only when

The Group has transferred the rights to receive cash flows from the financial asset or

retains the contractual rights to receive the cash flows of the financial asset, but assumes a contractual obligation to pay the cash flows to one or more recipients.

Where the entity has transferred an asset, the Group evaluates whether it has transferred substantially all risks and rewards of ownership of the financial asset. In such cases, the financial asset is derecognized. Where the entity has not transferred substantially all risks and rewards of ownership of the financial asset, the financial asset is not derecognized. Where the entity has neither transferred a financial asset nor retains substantially all risks and rewards of ownership of the financial asset, the financial asset is derecognized if the Group has not retained control of the financial asset. Where the Group retains control of the financial asset, the asset is continued to be recognized to the extent of continuing involvement in the financial asset.

ii. Financial liabilities

(i) Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, as appropriate.

All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.

The Groups financial liabilities include trade and other payables, loans and borrowings.

(ii) Subsequent measurement of financial liabilities

The measurement of financial liabilities depends on their classification, as described below:

Financial liabilities at fair value through profit or loss or

Financial liabilities at amortized cost. (iii) Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, to realize the assets and settle the liabilities simultaneously.

(i) Borrowing Cost:

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the asset. All other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. Borrowing cost also includes exchange differences to the extent regarded as an adjustment to the borrowing costs.

(j) Revenue Recognition:

Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured.

Revenue from contracts with customers:

Revenue is recognized on the basis of approved contracts regarding the transfer of goods or services to a customer for an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services.

Revenue is measured at the amount of transaction price after taking into account the amount of discounts, incentives, volume rebates, outgoing taxes on sales. Any amounts receivable from the customer are recognised as revenue after the control over the goods sold are transferred to the customer.

Variable consideration This includes incentives, volume rebates, discounts etc. It is estimated at contract inception considering the terms of various schemes with customers and constrained until it is highly probable that a significant revenue reversal in the amount of cumulative revenue recognised will not occur when the associated uncertainty with the variable consideration is subsequently resolved. It is reassessed at the end of each reporting period.

Rental income (Managed Space Services & Coworking Space): Revenue is respect of rental services is recognized on an accrual basis, in accordance with the terms of the respective contract as and when the Group satisfies performance obligations by delivering the services as per contractual agreed terms.

Facility management & Other Services: Revenue from facility management services is recognized monthly, on accrual basis, in accordance with the terms of the respective agreement as and when services are rendered.

Designing & Execution: Construction and fitout projects where the Group is acting as a contractor, revenue is recognized in accordance with the terms of the construction agreements. Under such contracts, assets created does not have an alternative use and the Group has an enforceable right to payment.

The Group uses cost based input method for measuring progress for performance obligation satisfied over time. Under this method, the Group recognizes revenue in proportion to the actual project cost incurred as against the total estimated project cost. The management reviews and revises its measure of progress periodically and are considered as change in estimates and accordingly, the effect of such changes in estimates is recognised prospectively in the period in which such changes are determined. However, when the total project cost is estimated to exceed total revenues from the project, the loss is recognized immediately.

As the outcome of the contracts cannot be measured reliably during the early stages of the project, contract revenue is recognized only to the extent of costs incurred in the restated consolidated summary statement of profit and loss.

Payroll Management Service: when payroll processing and related compliance (like PF, ESI, TDS filings) are bundled as a single service, it is treated as one combined performance obligation. Revenue is recognized over time, typically monthly, as the integrated service is delivered and the client receives and consumes the benefit continuously.

Other Revenue:

Interest income is recognized on a time proportion basis taking into account the amount outstanding and the applicable rate of interest. Interest received on delayed payment is accounted on receipt basis. Revenue in respect of insurance/other claims etc., is recognized only when it is reasonably certain that the ultimate collection will be made.

Dividends

Dividends are generally recognized in the Statement of Profit and Loss only when the right to receive payment is established.

(k) Segment Accounting:

The group operates in a single segment and in line with Ind AS 108 Operating Segments, the operation of the group fall under Renting and provision of Coworking spaces business which is considered to be the only reportable business segment. The activities carried out by the associate are not reviewed separately and the criteria for identifying operating segments are not met hence Segment Reporting is not applicable in respect of the Associate Company.

(l) Provisions and contingent liabilities:

Provisions are recognized when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. Provisions are not recognized for future operating losses.

Provisions are measured at the present value of managements best estimate of the expenditure required to settle the present obligation at the end of the reporting period. The discount rate used to determine the present value is a pretax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognized as interest expense.

Contingent Liabilities are disclosed in respect of possible obligations that arise from past events but their existence will be confirmed by the occurrence or nonoccurrence of one or more uncertain future events not wholly within the control of the Group or where any present obligation cannot be measured in terms of future outflow of resources or where a reliable estimate of the obligation cannot be made. The Group does not recognize a contingent liability but discloses its existence in the financial statements.

(m) Employee Benefits:

Shortterm obligations

Liabilities for wages and salaries, including nonmonetary benefits that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognized in respect of employees services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled.

Other longterm employee benefit obligations

The liabilities for earned leave and sick leave that are not expected to be settled wholly within 12 months are measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period using the projected unit credit method.

Postemployment obligations

The Group operates the following postemployment schemes:

(a) defined contribution plans such as provident fund, employee state insurance scheme.

(n) Foreign Currency Translations:

(i) Functional and presentation currency

The financial statements are presented in Indian rupee (INR), which is Groups functional and presentation currency.

(ii) Transactions and balances

Transactions in foreign currencies are recognized at the prevailing exchange rates on the transaction dates. Realized gains and losses on settlement of foreign currency transactions are recognized in the Statement of Profit and Loss.

Monetary foreign currency assets and liabilities at the yearend are translated at the yearend exchange rates and the resultant exchange differences are recognized in the Statement of Profit and Loss.

Nonmonetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions.

(o) Leases:

As a Lessee

At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

The Group recognizes a RightofUse (ROU) asset and a lease liability at the lease commencement date. The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payment made at or before the commencement date, plus any initial direct cost incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentive received.

The ROU asset is subsequently depreciated using the straightline method from the commencement date to the earlier of the end of the useful life of the ROU asset or the end of the lease term. The estimated useful lives of ROU assets are determined on the same basis as those of Property, Plant and Equipment. In addition, the ROU asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, and the Groups incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate.

Shortterm leases and leases of lowvalue assets

The Group has elected not to recognize righttouse assets and lease liabilities for shortterm lease that have a lease term of 12 months or less and leases of lowvalue assets. The Group recognize the lease payments associated with these leases as an expense on a straightline basis over the lease term.

(p) Income Taxes:

The income tax expense or credit for the period is the tax payable on the current periods taxable income based on the applicable income tax rate adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.

Deferred income tax is provided in full, using the liability method on temporary differences arising between the tax bases of assets and liabilities and their carrying amount in the financial statement. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred income tax assets is realized or the deferred income tax liability is settled.

Deferred tax assets are recognized for all deductible temporary differences and unused tax losses, only if, it is probable that future taxable amounts will be available to utilize those temporary differences and losses.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are off set where the Group has a legally enforceable right to offset and intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously.

Current and deferred tax is recognized in the Statement of Profit and Loss, except to the extent that it relates to items recognized in other comprehensive income or directly in equity. In this case, the tax is also recognized in other comprehensive income or directly in equity, respectively.

(q) Earnings per Share:

Basic earnings per share

Basic earning per share is calculated by dividing: the profit attributable to owners of the Company

Weighted average number of equity shares outstanding during the financial year, adjusted for bonus elements in equity shares issued during the year and excluding treasury shares.

Diluted earnings per share

Diluted earning per share adjusts the figures used in determination of basic earnings per share to take into account:

the after income tax effect of interest and other financing costs associated with dilutive potential equity shares, and

the weighted average number of additional equity shares that would have been outstanding assuming the conversion of all dilutive potential equity shares.

(r) Cash Flow Statement:

The Cash Flow statement is prepared by the Indirect method set out in Ind AS7 on Cash Flow Statement and presents the cash flows by operating, investing and financing activities of the Group. Cash and cash Equivalent presented in the cash flow statement consist of cash on hand and demand deposits with banks.

The amendment to Ind AS 7 requires the entities to provide disclosures that enable users of Financial Statements to evaluate changes in Liabilities arising from financing activities, inducing both changes arising from cash flows and noncash changes, suggesting inclusion of a reconciliation between the opening and closing balances in the Balance Sheet for liabilities arising from financing activities, to meet the disclosure requirement.

(s) Critical estimates and judgments:

The preparation of financial statements requires the use of accounting estimates may not match the actual results.

Management also needs to exercise judgment in applying the groups accounting policies.

This note provides an overview of the areas that involved a higher degree of judgment or complexity, and items which are more likely to be materially adjusted due to estimates and assumptions turning out to be different than those originally assessed. Detailed information about each of these estimates and judgments is included in relevant notes together with information about the basis of calculation for each affected line item in the financial statements.

(t) Impairment of NonFinancial Assets:

The Group assesses at each reporting date whether there is an indication that a nonfinancial asset may be impaired based on internal/external factors. An asset is treated as impaired when the carrying cost of asset exceeds its recoverable Value. An impairment loss is charged to the statement of Profit and Loss in the year in which an asset is identified as impaired. The impairment loss recognized in earlier accounting period is reversed if there has been a change in the estimate of recoverable amount. After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining useful life.

(u) Cash Dividend:

The Company recognizes a liability to make cash distributions to equity holders of the Company when the distribution is authorized, and the distribution is no longer at the discretion of the Company. Final dividends on shares are recorded as a liability on the date of approval by the shareholders and interim dividends are recorded as a liability on the date of declaration by the Companys Board of Directors

Segment information

The group operates in a single segment and in line with Ind AS 108 Operating Segments, the operation of the group falls under Renting and provision of Coworking spaces business which is considered to be the only reportable business segment. The activities carried out by the associate are not reviewed separately and the criteria for identifying operating segments are not met hence Segment Reporting is not applicable in respect of the Associate Company.

Information about revenue split by geographical area

There is no reportable geographical segment as our customers are located in India.

Key components of Income and Expenses

We report our income and expenditure in the following manner:

Total income

Our total income comprises our revenue from operations and other income.

Revenue from operations.

Our revenue from operations primarily comprises coworking and managed space services, payroll management service, designing & execution, facility management & other services.

Other income.

Other income primarily comprises interest income on lease, interest income on fixed deposits, interest income on income tax refund, gain on fair valuation of investment, foreign exchange fluctuation gain (net), liabilities no longer required to be written back and miscellaneous income.

Due to the application of IndAS adjustments:

For further details, see Managements Discussion and Analysis of Financial Condition and Results of Operations Critical accounting policies and significant judgments and estimates o. Leases on page 366.

Expenses

Our total expenses comprise cost of services, employee benefit expense, finance costs, depreciation and amortization expense and other expenses.

Cost of services. Our cost of services include design and execution cost, electricity expense, expenses relating to provision of services, other infrastructure and service support charges.

Employee benefit expense. Our employee benefits expense comprises salary expenses, staff welfare expenses and gratuity expenses.

Finance costs. Our finance costs primarily comprise include interest expenses, bank charges, MSME interest and interest on lease liability.

Depreciation and amortization expense. Depreciation and amortization expense include depreciation on property, plant and equipment, depreciation of rightofuse assets and amortization of other intangible assets.

Other expenses . Our other expenses primarily comprises of insurance expense, marketing & distribution expense, postage & telephone expense, brokerage charges, printing & stationery expense, legal & professional charges, rent, rates & taxes, auditor remuneration, expected credit loss, repairs and maintenance expense, loss on sale of fixed assets, subscription and membership expense, travelling charges, office expenses and general charges.

Other comprehensive income

Other comprehensive income / (loss) comprises reclassification of items to profit or loss.

Our results of operations

The following table sets forth select financial data derived from our restated consolidated statement of profit and loss for the Fiscals 2025, 2024 and 2023 and we have expressed the components of select financial data as a percentage of total income for such years:

Particular Fiscal 2025 Fiscal 2024 Fiscal 2023
Industry Amount ( in million) % of Revenue from Operations Amount ( in million) % of Revenue from Operations Amount (in million) % of Revenue from Operations
Income
Revenue from operations 1,588.75 89.31 1,080.87 97.61 699.11 97.96
Other income 190.13 10.69 26.45 2.39 14.56 2.04
Total Income 1,778.88 100.00 1,107.32 100.00 713.67 100.00
Expenses
Cost of Services 415.60 23.36 202.24 18.26 237.56 33.29
Employee Benefits 131.92 7.42 75.36 6.81 67.43 9.45
Expense
Finance costs 445.54 25.05 310.01 28.00 172.81 24.21
Depreciation and 522.17 29.35 450.02 40.64 301.01 42.18
amortization expenses
Other expenses 236.28 13.28 157.40 14.21 96.16 13.47
Total expenses 1,751.51 98.46 1,195.03 107.92 874.97 122.60
Restated Profit/(Loss) 26.99 1.52 (86.19) (7.78) (160.45) (22.48)
before tax
Tax expense 9.26 0.52 (90.56) (8.18) (32.15) (4.50)
Restated Profit/ (Loss) 17.73 1.00 4.37 0.39 (128.30) (17.98)
for the year
Minority Share in (0.29) (0.02) (0.04) (0.00)
Company
Other Comprehensive (0.12) (0.01) 0.06 0.01 0.08 0.01
Income
Restated total 17.32 0.97 4.39 0.40 (128.22) (17.97)
Comprehensive
Income/(Expense) for
the year

Fiscal 2025 compared to Fiscal 2024

Total income

Our total income increased by 60.65% to 1,778.88 million for Fiscal 2025 from 1,107.32 million for Fiscal 2024. This increase was primarily due to an increase in revenue from operations, which was primarily driven by an increase in coworking and managed space services, payroll management service, designing & execution, facility management & other services. For further details, see Fiscal 2025 compared to Fiscal 2024 Total income revenue from operations below.

Revenue from operations. Our revenue from operations increased by 46.99% to 1,588.75 million for Fiscal 2025 from 1,080.87 million for Fiscal 2024. This was primarily attributable to:

an increase in coworking and managed space services by 23.89% to 1,022.82 million for Fiscal 2025 from 825.58 million for Fiscal 2024, primarily due to (i) an increase in our total number of operational Centers to 26 as of March 31, 2025 from 25 as of March 31, 2024, thereby leading to an increase in the total number of operational seats to 13,759 as of March 31, 2025 from 12,543 as of March 31, 2024; and (ii) an increase in our occupancy percentage to 87.61% in Fiscal 2025 from 83.09% in Fiscal 2024;

an increase in designing & execution services by 117.02% to 403.01 million for Fiscal 2025 from 185.70 million for Fiscal 2024;

a decrease in payroll management service by 42.80 % to 22.24 million for Fiscal 2025 from 38.88 million for

Fiscal 2024

Other income. Our other income increased by 618.83% to 190.13 million for Fiscal 2025 from 26.45 million for Fiscal

2024, primarily due to an increase in interest income, profit on sale of fixed assets, shares from las olas ventures LLP, foreign exchange gain or loss and gain on fair valuation of investment amongst others.

For further details in relation to our product offerings, see Our Business Our service offerings on page 224.

Expenses

Cost of services. The cost services increased by 105.50% to 415.60 million for Fiscal 2025 from 202.24 million for Fiscal 2024, primarily due to a increase in our design and execution cost to 193.80 million for Fiscal 2025 from 53.56 million for Fiscal 2024, electricity expenses from 61.13 million in Fiscal 2024 to 76.58 million in Fiscal 2025, expenses relating to provision of services from 52.46 million in Fiscal 2024 to 94.39 million in Fiscal 2025 and other infrastructure and service support charges from 35.09 million in Fiscal 2024 to 50.83 million in Fiscal 2025.

Employee benefits expense . Employee benefits expense increased by 75.06% to 131.92 million for Fiscal 2025 from 75.36 million for Fiscal 2024, primarily due to an increase in salaries expenses to 121.43 million for Fiscal 2025 from 70.26 million for Fiscal 2024, Contribution to provident funds and other funds to 2.27 million for Fiscal 2025 from 0.59 million for Fiscal 2024, Staff welfare expenses to 6.80 million for Fiscal 2025 from 3.61 million for Fiscal 2024, gratuity expenses to 1.42 million for Fiscal 2025 from 0.90 million for Fiscal 2024.

Finance costs . Finance costs increased by 43.72% to 445.54 million for Fiscal 2025 from 310.01 million for Fiscal 2024, primarily due to an increase in the interest expenses to 170.22 million for Fiscal 2025 from 68.22 million for Fiscal 2024 and an increase in the interest on lease liability to 270.99 million for Fiscal 2025 from 241.15 million for

Fiscal 2024. The increase in the interest expenses and interest on lease liability was primarily attributable to an increase in operational Centers to 26 as of March 31, 2025 from 25 as of March 31, 2024 and increase in borrowings. For further details in relation to adjustments to interest on lease liabilities and interest on security deposit due to Ind AS, see

Managements Discussion and Analysis of Financial Condition and Results of Operations Key components of income and expenses total income other income on page 374.

Depreciation and amortization expense. Depreciation and amortization expense increased by 16.03% to 522.17 million for Fiscal 2025 from 450.02 million for Fiscal 2024, primarily due to an increase in the depreciation of right of use assets to 447.98 million for Fiscal 2025 from 401.77 million for Fiscal 2024 and an increase in depreciation of property, plant, and equipment to 66.33 million for Fiscal 2025 from 47.60 million for Fiscal 2024. The increase in depreciation of right of use assets and increase in depreciation of property, plant and equipment was primarily attributable to an increase in the number of our Centers and the resultant increase in capital expenditure. For further details, see

Managements Discussion and Analysis of Financial Condition and Results of Operations Critical accounting policies and significant judgments and estimates o. Leases on page 366.

Other expenses. Our other expenses increased by 50.11% to 236.28 million for Fiscal 2025 from 157.40 million for

Fiscal 2024, primarily due to an increase in:

rent, rates and taxes to 68.57 million in Fiscal 2025 from 56.28 million in Fiscal 2024, primarily attributable to an increase in the total number of operational Centers to 26 as of March 31, 2025 from 25 as of March 31, 2024;

postage and telephone expenses to 21.74 million in Fiscal 2025 from 15.82 million in Fiscal 2024, primarily attributable to an increase in the number of Centers having high occupancy leading to a higher utilization of postage, telephone and internet services;

repair and maintenance expense to 10.60 million in Fiscal 2025 from 8.07 million in Fiscal 2024, primarily attributable to an increase in the number of Centers;

marketing and distribution expenses to 18.66 million in Fiscal 2025 from 4.68 million in Fiscal 2024, primarily attributable to an increase in the number of our clients on boarded during the year;

brokerage charges to 18.72 million in Fiscal 2025 from 16.85 million in Fiscal 2024;

Legal and professional charges to 40.10 million in Fiscal 2025 from 21.59 million in Fiscal 2024;

Expected credit loss to 6.37 million in Fiscal 2025 from 0.50 million in Fiscal 2024; and

Travelling charges to 10.66 million in Fiscal 2025 from 1.75 million in Fiscal 2024 primarily due to increase in travel for business expansion purposes.

Restated profit for the year

For the reasons discussed above, the restated profit for Fiscal 2025 was 17.73 million, as compared to 4.37 million for

Fiscal 2024.

Restated total other comprehensive profit for the year

Our restated total other comprehensive loss for the year was 0.12 million for Fiscal 2025 as compared to restated total other comprehensive profit of 0.06 million for Fiscal 2024. This was on account of reclassification of items to profit or loss.

Fiscal 2024 compared to Fiscal 2023

Total income

Our total income increased by 55.16% to 1,107.32 million for Fiscal 2024 from 713.67 million for Fiscal 2023. This increase was primarily due to an increase in revenue from operations, which was primarily driven by an increase in coworking and managed space services, payroll management service, designing & execution, facility management & other services. For further details, see Fiscal 2024 compared to Fiscal 2023 Total income revenue from operations below.

Revenue from operations. Our revenue from operations increased by 54.61% to 1,080.87 million for Fiscal 2024 from 699.11 million for Fiscal 2023. This was primarily attributable to:

an increase in coworking and managed space services by 105.98% to 825.58 million for Fiscal 2024 from 400.80 million for Fiscal 2023, primarily due to (i) an increase in our total number of operational Centers to 25 as of March 31, 2024 from 17 as of March 31, 2023, thereby leading to an increase in the total number of operational seats to 12,543 as of March 31, 2024 from 10,165 as of March 31, 2023; and (ii) an increase in our occupancy percentage to 83.09% in Fiscal 2024 from 80.85% in Fiscal 2023;

an increase in payroll management service by 12.01% to 38.88 million for Fiscal 2024 from 34.71 million for

Fiscal 2023

Other income. Our other income increased by 81.66% to 26.45 million for Fiscal 2024 from 14.56 million for Fiscal

2023, primarily due to an increase in interest income (lease), increase in interest income, interest on income tax refund and liabilities no longer required written back.

For further details in relation to our product offerings, see Our Business Our service offerings on page 224.

Expenses

Cost of services. The cost services decreased by 14.83% to 202.24 million for Fiscal 2024 from 237.56 million for Fiscal 2023, majorly due to a reduction in our design and execution cost to 53.56 million for Fiscal 2024 from 167.36 million for Fiscal 2023 which was partially offset by increase in electricity expenses from 32.78 million in Fiscal 2023 to 61.13 million in Fiscal 2024, expenses relating to provision of services from 37.42 million in Fiscal 2023 to 52.46 million in Fiscal 2024 and other infrastructure and service support charges from Nil in Fiscal 2023 to

35.09 million in Fiscal 2024.

Employee benefits expense . Employee benefits expense increased by 11.76 % to 75.36 million for Fiscal 2024 from 67.43 million for Fiscal 2023, primarily due to an increase in salaries expenses to 70.26 million for Fiscal 2024 from 59.39 million for Fiscal 2023 and gratuity expenses to 0.90 million for Fiscal 2024 from 0.61 million for Fiscal

2023 which was partially offset by decrease in staff welfare expenses to 3.61 million for Fiscal 2024 from 7.43 million for Fiscal 2023.

Finance costs . Finance costs increased by 79.39 % to 310.01 million for Fiscal 2024 from 172.81 million for Fiscal 2023, primarily due to an increase in the interest expenses to 68.22 million for Fiscal 2024 from 29.60 million for Fiscal 2023 and an increase in the interest on lease liability to 241.15 million for Fiscal 2024 from 138.15 million for

Fiscal 2023. The increase in the interest expenses and interest on lease liability was primarily attributable to an increase in operational Centers to 25 as of March 31, 2024 from 17 as of March 31, 2023. For further details in relation to adjustments to interest on lease liabilities and interest on security deposit due to Ind AS, see Managements Discussion and Analysis of Financial Condition and Results of Operations Key components of income and expenses total income

other income on page 374.

Depreciation and amortization expense. Depreciation and amortization expense increased by 49.50 % to 450.02 million for Fiscal 2024 from 301.01 million for Fiscal 2023, primarily due to an increase in the depreciation of right of use assets to 401.77 million for Fiscal 2024 from 278.35 million for Fiscal 2023 and an increase in depreciation of property, plant, and equipment to 47.60 million for Fiscal 2024 from 22.38 million for Fiscal 2023. The increase in depreciation of right of use assets and increase in depreciation of property, plant and equipment was primarily attributable to an increase in the number of our Centers and the resultant increase in capitalexpenditure. For further details, see

Managements Discussion and Analysis of Financial Condition and Results of Operations Critical accounting policies and significant judgments and estimates o. Leases on page 366.

Other expenses. Our other expenses increased by 63.69 % to 157.40 million for Fiscal 2024 from 96.16 million for

Fiscal 2023, primarily due to an increase in:

rent, rates and taxes to 56.28 million in Fiscal 2024 from 9.30 million in Fiscal 2023, primarily attributable to an increase in the total number of operational Centers to 25 as of March 31, 2024 from 17 as of March 31, 2023;

postage and telephone expenses to 15.82 million in Fiscal 2024 from 8.98 million in Fiscal 2023, primarily attributable to an increase in the number of Centers having high occupancy leading to a higher utilization of electricity;

repair and maintenance expense to 8.07 million in Fiscal 2024 from 3.82 million in Fiscal 2023, primarily attributable to an increase in the number of Centers; and

marketing and distribution expenses to 4.68 million in Fiscal 2024 from 0.64 million in Fiscal 2023, primarily attributable to an increase in the number of our clients on boarded during the year.

brokerage charges to 16.85 million in Fiscal 2024 from NIL in Fiscal 2023.

Restated profit for the year

For the reasons discussed above, the restated profit for Fiscal 2024 was 4.37 million, as compared to the restated loss of 128.30 million for Fiscal 2023.

Restated total other comprehensive profit for the year

Our restated total other comprehensive profit for the year was 0.06 million for Fiscal 2024 as compared to 0.08 million for Fiscal 2023. This was on account of reclassification of items to profit or loss.

NonGAAP measures

This Red Herring Prospectus includes our Net Asset Value per Equity Share, EBITDA, EBITDA Margin, Capital

Employed, Return on Capital Employed, Debt to Equity Ratio, Revenue CAGR and Net Worth (collectively NonGAAP Measures ) and certain other industry measures related to our operations and financial performance, which are supplemental measures of our performance and liquidity and are not required by, or presented in accordance with, Ind AS, IFRS or U.S. GAAP. In addition to our results determined in accordance with Ind AS, we believe the following NonGAAP measures are useful to investors in evaluating our operating performance and liquidity. We use the following NonGAAP financial information to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that NonGAAP financial information, when taken collectively with financial measures prepared in accordance with Ind AS, may be helpful to investors because it provides an additional tool for investors to use in evaluating our ongoing operating results and trends and in comparing our financial results with other companies in our industry because it provides consistency and comparability with past financial performance. However, our management does not consider these NonGAAP measures in isolation or as an alternative to financial measures determined in accordance with Ind AS.

NonGAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with Ind AS. NonGAAP financial information may be different from similarly titled NonGAAP measures used by other companies. NonGAAP financial measures are not required by, or presented in accordance with, IndAS, IFRS or U.S. GAAP. Our NonGAAP financial measures are not a measurement of financial performance or liquidity under these accounting standards and should not be construed in isolation or construed as an alternative to restated cash flows, restated loss for the period or any other measures of financial performance or as an indicator of our operating performance, liquidity, profitability or cash flows generated from our operating, investing or financing activities, derived in accordance with Ind AS, IFRS or U.S. GAAP. The principal limitation of these NonGAAP financial measures is that they exclude significant expenses and income that are required by IndAS to be recorded in our financial statements, as further detailed below. In addition, they are subject to inherent limitations as they reflect the exercise of judgment by management about which expenses and income are excluded or included in determining these NonGAAP financial measures. A reconciliation is provided below for each NonGAAP financial measure to the most directly comparable financial measure prepared in accordance with Ind AS. Investors are encouraged to review the related Ind AS financial measures and the reconciliation of NonGAAP financial measures to their most directly comparable Ind AS financial measures included below and to not rely on any single financial measure to evaluate our business.

Cash flows and cash and cash equivalents

The following table sets forth our cash flows and cash and cash equivalents for the last three years indicated:

Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Net cash flow from OperatingActivities 937.51 75.62 264.81
Net cash flow used in InvestingActivities (380.08) (408.59) (240.60)
Net cash flow used in FinancingActivities (529.22) (332.97) (36.57)
Net increase / (decrease) in cash and cash 28.20 (0.00) (12.36)
equivalents
Cash and cash equivalents at the beginning of the 5.43 5.44 17.80
period / year
Cash and cash equivalents atthe end of the period 33.63 5.43 5.44
/ year

Operating activities

Net cash flows from operating activities aggregated to 937.51 million for Fiscal 2025. Our restated profit before tax of 27.37 million, was adjusted primarily for depreciation and amortization expense of 522.17 million, finance cost of 445.54 million and gain on fair valuation of investments of 133.90 million. Our changes in working capital for Fiscal 2025 primarily consisted of increase in financial and other liabilities of 266.39 million and increase in trade payables of 159.48 million. This was partially offset by a decrease in trade receivables, increase in other financial assets and increase in other current assets of 188.07 million.

Net cash flows from operating activities aggregated to 75.62 million for Fiscal 2024. Our restated loss before tax of 87.71 million, was adjusted primarily for depreciation and amortization expense of 450.02 million and finance cost of 310.01 million. Our changes in working capital for Fiscal 2024 primarily consisted of increase in financial and other liabilities of 50.86 million and increase in trade payables of 61.71 million. This was partially offset by a decrease in trade receivables, increase in other financial assets and decrease in other current and noncurrent assets of 656.68 million.

Net cash flows from operating activities aggregated to 264.81 million for Fiscal 2023. Our restated loss before tax of 161.30 million, was adjusted primarily for depreciation and amortization expense of 301.01 million and finance cost of 172.81 million. Our changes in working capital for Fiscal 2023 primarily consisted of increase in financial and other liabilities of 192.06 million and increase in trade payables of 104.39 million. This was partially offset by a decrease in trade receivables, increase in other financial assets and decrease in other current assets of 327.12 million.

Investing activities

Net cash flows used in investing activities aggregated to 380.08 million for Fiscal 2025, primarily due to 116.26 million used for purchase of property, plant, and equipment/ intangible assets and 307.01 million used for purchase of investments. This was partially set off by 43.11 million generated from interest income, and 0.47 million from proceeds received from sale of property, plant & equipment.

Net cash flows used in investing activities aggregated to 408.59 million for Fiscal 2024, primarily due to 343.33 million used for purchase of property, plant, and equipment/ intangible assets and 80.50 million used for purchase of investments. This was partially set off by 8.72 million generated from interest income, and 5.00 million from proceeds received from sale of property, plant & equipment.

Net cash flows used in investing activities aggregated to 240.60 million for Fiscal 2023, primarily due to 241.05 million used for purchase of property, plant, and equipment/ intangible assets. This was partially set off by 1.32 million generated from interest income and 0.85 million from share of profit from associates.

Financing activities

Net cash flows used in financing activities aggregated to 529.22 million for Fiscal 2025, primarily due to principal payment of lease liability of 341.14 million and finance cost of 445.54 million. This cash outflow was partially met by proceeds from borrowings (net) of 14.82 million and proceeds from issue of Equity Shares of 242.63.

Net cash flows generated in financing activities aggregated to 332.97 million for Fiscal 2024, primarily due borrowings (net) of 678.37 million and proceeds from issue of Equity Shares of 271.43 which was offset by principal payment of lease liability of 306.82 million and finance cost of 310.01 million.

Net cash flows used in financing activities aggregated to 36.57 million for Fiscal 2023, primarily due to principal payment of lease liability of 204.96 million and finance cost of 172.81 million. This cash outflow was partially met by proceeds from borrowings (net) of 179.51 million and proceeds from issue of Equity Shares of 161.69 million.

Indebtedness

The following table sets forth our financial indebtedness as of May 31, 2025:

( in million unless otherwise stated)

Sanctioned amount as on May Outstanding amount as on May
Category of borrowings
31, 2025 31, 2025
Borrowings of Company
Secured
Fund based
Working capital facilities 91.54 89.73
Term loans 470.00 333.03
NonConvertible Debentures 642.00 469.20
Sub Total (A) 1,203.54 891.96
Unsecured
Fund based
Term loans 427.95 383.71
Subtotal (B) 427.95 383.71
Total 1,631.49 1,275.67

For further details of financial indebtedness, see Financial Indebtedness on page 356.

Liquidity and capital resources

We believe we have sufficient sources of funding to meet our business requirements for the next 12 months. Cash generated from operations, supplemented by equity contributions by our Shareholders and committed credit lines has been our primary source of liquidity for funding our business requirements. Our future capital requirements andthe adequacy of available funds will depend on many factors, including those set forth under Risk Factors on page 43.

Our shortterm requirements include our working capital requirements. Our longterm requirements include our capital expenditure requirements and providing security deposit to the space owners in relation to new Centers. For further details in relation to the objects pertaining to (i) Funding capital expenditure towards fitouts for Proposed Centers; and (ii) repayment and/or prepayment, in full or part, of certain borrowings availed by our Company including redemption of nonconvertible debentures, see Objects of the Issue on page 126. We may have additional obligations as part of our ordinary course of business, beyond those committed for capital expenditures and other purchase obligations and commitments for purchases of goods and services The expected timing of payments of our obligations is estimated based on current information. Timing of payments and actual amounts paid may be different, depending on the timing of receipt of goods or services, or changes to agreedupon amounts for some obligations.

We monitor rolling forecasts of our liquidity position comprising cash and cash equivalents on the basis of expectedcash flows. Our liquidity management policy involves projecting cash flows and considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal and external requirements and maintaining debt financing plans. We have cash and cash equivalents and bank balances of 33.63 million, 5.43 million and 5.44 million as of March 31, 2025, March 31, 2024 and March 31, 2023.

Capital expenditure

Capital expenditure primarily relates to addition of property, plant and equipment for purchase of furniture and fixtures, office equipment, computers and electronic installation. The capital expenditure is primarily funded through cash generated from operations, supplemented by equity contributions by our shareholders and committed credit lines.

In Fiscals 2025, 2024 and 2023, we incurred capital expenditure for addition to property, plant and equipment of 114.75 million, 295.36 million and 241.05 million, primarily due to purchase of furniture and fixtures, office equipment and computers.

Contingent liabilities

We have contingent liability of 14.19 million as per Ind AS 37 as of March 31, 2025 pertaining to indirect tax related matter .

Offbalance sheet commitments and arrangements

We do not have any offbalance sheet arrangements, derivative instruments, swap transactions or relationships with affiliates or other unconsolidated entities or financial partnerships that would have been established for the purpose of facilitating offbalance sheet arrangements.

Quantitative and Qualitative Analysis of Market Risks

We are exposed to various types of market risks during the normal course of business. For further details, see Risk Factors beginning on page 43:

Credit risk

Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The carrying amount of following financial assets represents the maximum credit exposure. Our Company periodically assesses the financial reliability of customers, taking into account the financial condition, current economic trends and ageing of accounts receivable. Individual risk limits are set accordingly. We perform impairment analysis at each reporting date using expected credit loss model. Our Company does not hold collateral as security.

Accounts Receivable includes receivables aggregating to 422.70 million as on March 31, 2025, 118.78 million as on March 31, 2024 and 36.50 million as on March 31, 2023 major customers who accounted for more than 10% of the accounts receivables as at March 31, 2025, March 31, 2024 and March 31, 2023.

Liquidity risk

Liquidity Risk is defined as the risk that the company will not be able to settle or meet its obligations on time or at reasonable price. The companys treasury department is responsible for liquidity, funding as well as settlement management. In addition, processes and policies related to such risks are overseen by senior management. Management monitors the companys net liquidity position through rolling forecast on the basis of expected cash flows.

Market risk

Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates, equity prices and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including investments and deposits, foreign currency receivables, payables and loan borrowings.

Our Company manages market risk through a treasury department, which evaluates and exercises independent control over the entire process of market risk management. The treasury department recommends risk management objectives and policies, which are approved by Senior Management and the Audit Committee. The activities of this department include management of cash resources, implementing hedging strategies for foreign currency exposures, borrowing strategies, and ensuring compliance with market risk limits and policies.

Interest rate risk

Interest rate risk is the risk that fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. In order to optimize the companys position with regards to the interest income and interest expenses and to manage the interest rate risk, treasury performs a comprehensive corporate interest rate risk management by balancing the proportion of fixed rate and floating rate financial instruments in its total portfolio.

Price risk

Investment Price Risk: The currency risk refers to the exchange rate risk, arising from the change in price of one currency in relation toanother. We are not exposed to foreign currency transactions, hence there is no associated currency risk.

Auditor qualifications and emphasis of matter

There are no auditor qualifications which have not been given effect to in the Restated Consolidated Financial Information.

Unusual or infrequent events or transactions

There have been no unusual or infrequent events or transactions that have in the past or may in the future affect ourbusiness operations or future financial performance.

Known trends or uncertainties

Our business has been subject to significant economic changes arising from the trends identified above in Managements

Discussion and Analysis of Financial Condition and Results of Operations Significant Factors Affecting our Financial Conditions and Results of Operations above and the uncertainties described in Risk Factors on pages 366 and 43.

Future relationship between cost and revenue

Other than as described in Risk Factors and this section, there are no known factors that might affect the future relationship between cost and revenue.

Related party transactions

We have engaged in the past, and may engage in the future, in transactions with related parties. For details of our related party transactions, see Other Financial Information Related Party Transactions on page 36.

Competitive conditions

We operate in a competitive environment. Please refer to Risk Factors , Industry Overview and Our Business on pages 43, 155 and 215, respectively, for further information on our industry and competition.

Seasonality and cyclicality of business

Our business is not subject to seasonality.

Extent to which material increases in net sales or revenue are due to increased sales volume, introduction ofnew products or services or increased sales prices

Changes in revenue in the last three Fiscals, are as described in Managements Discussion and Analysis of Financial

Condition and Results of Operations Fiscal 2025 compared to Fiscal 2024 and Managements Discussion and Analysis of Financial Condition and Results of Operations Fiscal 2024 compared to Fiscal 2023 above on pages 375 and 377, respectively.

Significant dependence on single or few customers

The table below outlines the contribution to our revenue from lease rentals of our top clients during the last three Fiscals:

Fiscal 2025 Fiscal 2024 Fiscal 2023
Client % of Revenue Amount ( in million) Operations from Amount ( in million) % of Revenue from Operations % of Revenue Amount ( in million) Operations from
Top 10 612.99 38.58 401.87 37.18 265.19 37.93
Top 20 860.04 54.13 578.60 53.53 372.84 53.33

New products or business segments

Except as disclosed in Our Business on page 215, and products that we announce in the ordinary course of business, we have not announced any new products or business segments.

Significant developments occurring after March 31, 2025

There are no significant developments after March 31, 2025 till the date of filing of the Red Herring Prospectus:

Recent accounting pronouncements

As on the date of this Red Herring Prospectus, there are no recent accounting pronouncements, which, we believe, would have a material effect on our financial condition or results of operations.

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