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Indiqube Spaces Ltd Management Discussions

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Apr 13, 2026|05:30:00 AM

Indiqube Spaces Ltd Share Price Management Discussions

OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS

The following discussion is intended to convey the managements perspective on our financial condition and results of operations for Fiscal 2025, 2024 and 2023 and should be read in conjunction with "Restated Financial Information" on page 345.

This Red Herring Prospectus may include forward-looking statements that involve risks and uncertainties, and our actual financial performance may materially vary from the conditions contemplated in such forward-looking statements as a result of various factors, including those described below and elsewhere in this Red Herring

Prospectus. For further information, see "Forward-Looking Statements" on page 24. Also see "Risk Factors" and " Significant Factors Affecting our Financial Condition and Results of Operations" on pages 38 and 408, respectively, for a discussion of certain factors that may affect our business, financial condition or results of operations.

Our fiscal year ends on March 31 of each year, and references to a particular fiscal are to the twelve months ended March 31 of that year. Unless otherwise indicated or the context otherwise requires, the financial information for Fiscal 2025, 2024 and 2023 included herein is derived from the Restated Financial Information, included in this Red Herring Prospectus. For further information, see "Restated Financial Information" on page

345.

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

For risks relating to non-GAAP measures, see "Risk Factors Certain non-GAAP financial measures relating to our operations and financial performance have been included in this Red Herring Prospectus. These non-GAAP financial measures are not measures of operating performance or liquidity defined by Ind AS and may not be comparable." on page 66.

Unless otherwise indicated, industry and market data used in this section has been derived from the industry report titled "Industry Report on Flexible Workspaces Segment In India" dated June 2025 (the "CBRE Report") prepared and issued by CBRE South Asia Private Limited, appointed by us pursuant to an engagement letter dated November 22, 2024 and exclusively commissioned and paid for by us to enable the investors to understand the industry in which we operate in connection with the Offer. The data included herein includes excerpts from the CBRE Report and may have been re-ordered by us for the purposes of presentation. Unless otherwise indicated, financial, operational, industry and other related information derived from the CBRE Report and included herein with respect to any particular calendar year/ Fiscal refers to such information for the relevant calendar year/ Fiscal. A copy of the CBRE Report is available on the website of our Company at www.//indiqube.com/investor/. For further information, see "Risk Factors Certain sections of this Red Herring Prospectus disclose information from the CBRE Report which is a paid report and commissioned and paid for by us exclusively in connection with the Issue and any reliance on such information for making an investment decision in the Issue is subject to inherent risks." on page 66. Also see, "Certain Conventions, Use of Financial Information and Market Data and Currency of Presentation Industry and Market Data" on page 21.

OVERVIEW

For details in relation to our business, see "Our Business" on page 241.

SIGNIFICANT FACTORS AFFECTING OUR FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Our results of operations and financial condition are affected by a number of important factors including:

Revenue drivers

Number of centers and seats

The expansion of our footprint, both in terms of the number of centers and the corresponding increase in seat capacity, is a principal factor influencing our financial condition and results of operations. We manage a portfolio of 115 centres across 15 cities, covering 8.40 million square feet of AUM with a total seating capacity of 186,719 as of March 31, 2025. In the Tier I category, we have a presence in eight cities, i.e., Bengaluru, Pune, Chennai, Mumbai, Noida, Gurgaon, and Hyderabad. Additionally, our presence extends to seven non-Tier I cities, i.e., Coimbatore and Madurai in Tamil Nadu, Kochi and Kozhikode in Kerala, Jaipur in Rajasthan, Mohali in Punjab, Kolkata in West Bengal and Vijayawada in Andhra Pradesh.

Our total number of centers and AUM have grown significantly over time, increasing from 74 centers with 4.94 million square feet of area as of March 31, 2023, to 115 centers and 8.40 million square feet of area as of March 31, 2025. We have thus expanded our portfolio by 3.46 million square feet with the addition of 41 properties and five new cities between March 31, 2023 and March 31, 2025. Our AUM grew at a CAGR of 30.40% from March 31, 2023 to March 31, 2025.

Our active stock also registered growth from 4.39 million square feet on March 31, 2023 to 6.92 million square feet as of March 31, 2025. Additionally, our area in steady state centers has increased from 2.82 million square feet as of March 31, 2023 to 5.25 million square feet as of March 31, 2025. We have 1.48 million square feet of area which is under management and yet to be operational as of March 31, 2025, indicating headroom for growth in near term.

Rentals and occupancy rates

Our revenue from rental income is derived from the rent charged to our clients for the use of our spaces. Our rental income has experienced substantial growth, increasing from 4,572.57 million in Fiscal 2023 to 8,702.50 million in Fiscal 2025. Our client agreements typically range from 36 to 60 months, with lock-in periods between 24 and 48 months. These agreements include a fixed lease rental, generally subject to a 6% annual escalation.

We calculate occupancy as the percentage of total occupied area relative to the total rentable area across our centers. These levels are influenced by various factors, including demand and supply dynamics for workspace solutions in specific micro-markets, our pricing strategies, and the quality and range of amenities offered in comparison to our competitors. As of March 31, 2025, our centers with a vintage of 12 months or more achieved an occupancy rate of 86.50%.The performance of these centers is vital for supporting consistent operational results and long-term financial stability.

Client profile

A diverse client profile is an important factor influencing our financial condition and results of operations. The wide range of industries, businesses, and organizational sizes that engage with us allows for a balanced revenue stream, minimizing dependency on any single client or sector. This diversity strengthens our ability to adapt to market fluctuations and maintain stable occupancy, contributing positively to long-term financial performance and operational stability. We maintain a well-diversified client base across industries and regions, minimizing the risks associated with client concentration. We believe this approach ensures that no single client dominates our revenue stream, safeguarding against potential revenue losses due to client moves.

Value added services

While workspace leasing remains the core driver of our revenue, we have strategically expanded our service offerings to include a wide range of VAS, such as interior design and build, facility management, food and transport services, and technology solutions. This diversification of offerings has contributed to the growth of our revenue streams and enhances our ability to serve the evolving needs of our clients. Below is the breakdown of our revenue from workspace leasing and VAS for the years indicated:

Fiscal 2025

Fiscal 2024

Fiscal 2023

Particulars

( in million) (% of revenue from operations) ( in million) (% of revenue from operations) ( in million) (% of revenue from operations)
Workspace leasing* 9,264.96 87.46 7,415.84 89.29 5,152.40 88.87
VAS** 1,349.21 12.74 921.99 11.10 681.65 11.76

*Includes rental charges, common area maintenance charges and electricity charges.

** Includes revenue from other VAS.

This expansion of VAS offerings is a key factor in enhancing our financial performance and results of operations.

Cost drivers

Expenses

Our expenses primarily include:

Employee benefits expense: Our employee benefits expenses were 758.26 million, 637.68 million and 435.29 million or 6.87%, 7.35% and 7.24% of our total income for Fiscals 2025, 2024 and 2023, respectively. Our employee benefits expense expressed as a percentage of our total income have reduced from 7.24% in Fiscal 2023 to 6.87% in Fiscal 2025.

Fiscal 2025 Fiscal 2024 Fiscal 2023

Particulars

(In million except %)
Employee Benefits Expense 758.26 637.68 435.29
Employee Benefit Expense as % Total Income 6.87 7.35 7.24

Finance costs: Our finance costs were 3,303.51 million, 2,560.02 million and 1,880.08 million or 29.95%, 29.50% and 31.27% of our total income for Fiscals 2025, 2024 and 2023, respectively. Our finance costs primarily comprise interest expense on lease liabilities, interest expense on our borrowings and on security deposits received.

Fiscal 2025 Fiscal 2024 Fiscal 2023

Particulars

(In million except %)
Finance Costs ( million) 3,303.51 2,560.02 1,880.08
Finance Costs as % Total Income 29.95 29.50 31.27

Other expenses: Other expenses were 3,149.65 million, 5,014.93 million and 2,705.70 million or 28.56%, 57.80% and 45.00% of our total income for Fiscals 2025, 2024 and 2023, respectively. Other expenses primarily comprise loss on fair valuation of financial liabilities, power and fuel expenses, repairs and maintenance, security expenses, house keeping expenses and brokerage expenses.

Fiscal 2025 Fiscal 2024 Fiscal 2023

Particulars

(In million except %)
Other Expenses ( million) 3,149.65 5,014.93 2,705.70

 

Fiscal 2025 Fiscal 2024 Fiscal 2023

Particulars

(In million except %)
Other Expenses as % of Total Income 28.56 57.80 45.00

SUMMARY OF MATERIAL ACCOUNTING POLICIES

The accounting policies set out below have been applied consistently to all periods presented in our financial statements and in preparing the opening Ind AS balance sheet as at April 1, 2022 for the purposes of the transition to Ind AS.

Property, plant and equipment

Recognition and measurement

The cost of an item of property, plant and equipment shall be recognised as an asset if, and only if it is probable that future economic benefits associated with the item will flow to our Company and the cost of the item can be measured reliably.

If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment.

Property, plant and equipment are carried at cost less accumulated depreciation and impairment losses, if any. The cost of property, plant and equipment comprises its purchase price/acquisition cost, net of any trade discounts and rebates, any import duties and other taxes (other than those subsequently recoverable from the tax authorities), any directly attributable expenditure on making the asset ready for its intended use, other incidental expenses, plant and equipment up to the date the asset is ready for its intended use. Subsequent expenditure on property, plant and equipment after its purchase/completion is capitalized only if the cost of item can be measured reliably.

An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in the statement of profit and loss. Repairs and maintenance costs are recognized in the statement of profit and loss when incurred.

Advances paid towards acquisition of property, plant and equipment outstanding at each balance sheet date is classified as capital advances and the cost of assets not put to use before such date are disclosed under ‘Capital work-in-progress.

Transition to Ind AS

The cost of property, plant and equipment as at April 1, 2022, our Companys date of transition to Ind AS, was determined with reference to its carrying value recognized as per the previous GAAP (deemed cost), as at the date of transition to Ind AS.

Subsequent Expenditure

Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated with the expenditure will flow to our Company and the cost of the item can be measured reliably.

Depreciation

Depreciation on property, plant and equipment is provided on the straight-line method over the useful life and in the manner prescribed in Schedule II to the Act. However, where the managements estimate of the remaining useful life of the assets on a review subsequent to the time of acquisition is different, then depreciation is provided over the remaining useful life based on the revised useful life.

Asset category

Management estimate of useful life Useful life as per Schedule II
Leasehold improvements 10 years or lease term whichever is lower Lease term
Plant and machinery 10 years 10 years
Furnitures and fixtures 10 years 10 years
Computers 3 years 3 years
Vehicles 8 years 8 years
Office equipments 5 years 5 years

Our Company believes the useful lives as given above best represent the useful life of these assets based on internal assessment, which is different from the useful lives as prescribed under Schedule II of the Companies Act, 2013.

The useful lives and methods of depreciation of property, plant and equipment are reviewed at each reporting date and adjusted, if appropriate.

Capital work-in-progress includes cost of property, plant and equipment under installation / under development as at the balance sheet date.

Intangible Assets

Recognition and measurement and amortization

Intangible Assets

Intangible assets are stated at cost less accumulated amortization and accumulated impairment losses. Intangible assets are amortized over their respective estimated useful lives on a straight line basis, from the date that they are available for use. The estimated useful life of an identifiable intangible assets is based on a number of factors including the effects of obsolescence, demand, competition and other economic factors (such as the stability of the industry and known technological advances) and the level of maintenance expenditures required to obtain the expected future cash flows from the asset.

Intangible assets under development

Development expenditure is capitalized as part of the cost of the resulting intangible asset only if the expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable and our Company intends to and has sufficient resources to complete development and to use or sell the asset. Otherwise, it is recognized in profit or loss as incurred.

The estimated useful lives are as follows:

Asset

Useful Life

Computer Software 3 years
Trademarks and copyrights 3 years

Amortization method and useful lives are reviewed at the end of each financial year and adjusted if appropriate.

Subsequent Expenditure

Subsequent expenditure is capitalized only when it increases the future economic benefits and cost can be measured reliably embodied in the specific asset to which it relates.

Transition to Ind AS

The cost of intangible assets as at April 1, 2022, our Companys date of transition to Ind AS, was determined with reference to our carrying value recognized as per the previous GAAP (deemed cost), as at the date of transition to Ind AS.

Impairment

Financial Assets

Our Company recognizes loss allowances using the expected credit loss ("ECL") model for the financial assets which are not fair valued through profit or loss. Loss allowance for trade receivables with no significant financing component is measured at an amount equal to lifetime ECL. For all other financial assets, expected credit losses are measured at an amount equal to the 12-month ECL, unless there has been a significant increase in credit risk from initial recognition in which case those are measured at lifetime ECL. The amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized is recognized as an impairment gain or loss in profit or loss.

A financial asset is ‘credit impaired when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.

Evidence that a financial asset is credit-impaired includes the following observable data:

• Significant financial difficulty of the debtor;

• A breach of contract such as a default or being more than 365 days past due or

• It is probable that the debtor will enter into bankruptcy or other financial reorganisation.

Write off

The gross carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect of recovery. This is generally the case when our Company determines that the debtor does not have assets or sources of income that could generate sufficient cash flows to repay the amounts subject to the write-off.

Company considers a financial asset to be in default when:

The debtor is unlikely to pay its credit obligations to our Company in full, without full recourse by our Company to action such as realizing security (if any is held).

Measurement of ECLs

Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the entity in accordance with the contract and the cash flows that our Company expects to receive). Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets, if any.

Loss allowances for trade receivables are always measured at an amount equal to lifetime expected credit losses. Lifetime expected credit losses are the expected credit losses that result from all possible default events over the expected life of a financial instrument. In all cases, the maximum period considered when estimating expected credit losses is the maximum contractual period over which our Company is exposed to credit risk.

Non-financial assets

Intangible assets and property, plant and equipment, capital work-in-progress and intangible assets under development are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash inflows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the CGU to which the asset belongs. If such assets are considered to be impaired, the impairment to be recognized in the Statement of Profit and Loss is measured by the amount by which the carrying value of the assets exceeds the estimated recoverable amount of the asset. An impairment loss is reversed (except for goodwill) in the Statement of Profit and Loss if there has been a change in the estimates used to determine the recoverable amount. The carrying amount of the asset is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been determined (net of any accumulated amortization or depreciation) had no impairment loss been recognized for the asset in prior years.

Leases

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

As a lessee

Our Company applies a single recognition and measurement approach for all leases except for short-term leases and low-value leases. Our Company recognizes lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets. The nature of expenses related to those leases has changed from lease rent in previous periods to (i) amortization for the right-to-use asset, and (ii) interest accrued on lease liability.

Right-of-use assets

Our Company recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term, unless the lease transfers ownership of the underlying asset to our Company by the end of the lease term or the cost of the right-of-use asset reflects that our Company will exercise a purchase option. In that case the right-of-use asset will be depreciated over the useful life of the underlying asset, which is determined on the same basis as those of property and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

Lease Liabilities

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, our Companys incremental borrowing rate. Generally, our Company uses our incremental borrowing rate as the discount rate. Lease payments included in the measurement of the lease liability comprise fixed payments.

Our Company determines our incremental borrowing rate by obtaining interest rates from various external financing sources and makes certain adjustments to reflect the terms of the lease and type of the asset leased.

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in our Companys estimate of the amount expected to be payable under a residual value guarantee, if our Company changes its assessment of whether we will exercise a purchase, extension or termination option or if there is a revised in-substance fixed lease payment.

In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments or change in the assessment of an option to purchase the underlying asset.

Short-term leases and leases of low-value assets

Our Company elects not to recognize right-of-use assets and lease liabilities for leases of low-value assets and short-term leases, including IT equipment. Our Company recognized the lease payments associated with these leases as an expense in profit or loss on a straight-line basis over the lease term.

Modifications to a lease

A lessee accounts for a lease modification as a separate lease if both of the following conditions exist:

• the modification increases the scope of the lease by adding the right to use one or more underlying assets; and

• the consideration for the lease increases by an amount commensurate with the stand-alone price for the increase in scope and any appropriate adjustments to that stand-alone price to reflect the circumstances of the particular contract.

In this case, the lessee accounts for the separate lease in the same way as any new lease and makes no adjustment to the accounting for the initial lease. The lessee uses a revised discount rate to account for the separate lease. The new rate is determined at the effective date of the modification. The lessee uses the interest rate implicit in the lease if it is readily determinable; otherwise the lessee uses its incremental borrowing rate.

For a lease modification that is not accounted for as a separate lease, at the effective date of the lease modification a lessee shall:

• allocate the consideration in the modified contract;

• determine the lease term of the modified lease; and

• remeasure the lease liability by discounting the revised lease payments using a revised discount rate. The revised discount rate is determined as the interest rate implicit in the lease for the remainder of the lease term, if that rate can be readily determined, or the lessees incremental borrowing rate at the effective date of the modification, if the interest rate implicit in the lease cannot be readily determined.

As a lessor

At inception or on modification of a contract that contains a lease component, our Company allocates the consideration in the contract to each lease component on the basis of their relative standalone prices.

When our Company acts as a lessor, we determine at lease inception whether each lease is a finance lease or an operating lease.

Our Company recognises lease payments received under operating leases as income on a straight-line basis over the lease term as part of ‘other income.

To classify each lease, our Company makes an overall assessment of whether the lease transfers substantially all of the risks and rewards incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then it is an operating lease. As part of this assessment, our Company considers certain indicators such as whether the lease is for the major part of the economic life of the asset.

When our Company is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease, not with reference to the underlying asset. If a head lease is a short-term lease to which our Company applies the exemption described above, then it classifies the sub-lease as an operating lease.

When our Company as an intermediate lessor enters into an intermediate finance lease, it derecognises the right-of-use asset under the head lease which it transfers to the sub lessee, recognises the net investment in the sublease as an asset, recognises the difference between the right-of-use asset and the net investment as a gain or loss and continue to recognise the lease liability, i.e., the lease payments owed to the head lessor, for the head lease. Over the sublease term, the intermediate lessor recognises the interest income from the sublease and the interest expense for the head lease.

Financial instruments

Recognition and initial measurement

Trade receivables are initially recognized when they are originated. All other financial assets and financial liabilities are initially recognized when it becomes a party to the contractual provisions of the instrument. All financial assets (unless it is a trade receivable without a significant financing component) and liabilities are measured at fair value on initial recognition. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities, that are not at fair value through profit or loss, are added to the fair value on initial recognition. A trade receivable without a significant financing component is initially measured at the transaction price.

Classification and subsequent measurement

Financial Assets

On initial recognition, a financial asset is classified as measured at:

• amortised cost;

• FVOCI - debt investment;

• FVOCI - equity investment; or

• FVTPL.

Financial assets are not reclassified subsequent to their initial recognition unless our Company changes our business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.

Financial assets carried at amortized cost

A financial asset is subsequently measured at amortized cost if it is held within a business model whose objective is to hold the asset in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Financial assets at fair value through other comprehensive income

A financial asset is subsequently measured at fair value through other comprehensive income if it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Financial assets at fair value through profit or loss

A financial asset which is not classified in any of the above categories are subsequently fair valued through profit or loss.

Financial liabilities

Financial liabilities are subsequently carried at amortized cost using the effective interest method. For trade and other payables maturing within one year from the Balance Sheet date, the carrying amounts approximate fair value due to the short maturity of these instruments.

Derecognition

Financial assets

Our Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the right to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial assets are transferred or in which our Company neither transfers nor retains substantially all of the risks and rewards of ownership and does not retain control of the financial asset.

If our Company enters into transactions whereby the transfers assets recognized on its balance sheet, but retains either all or substantially all of the risks and rewards of the transferred assets, the transferred assets are not derecognized.

Financial liabilities

Our Company derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire.

Our Company also derecognizes a financial liability when its terms are modified and the cash flows under the modified terms are substantially different. In this case, a new financial liability based on the modified terms is recognized at fair value. The difference between the carrying amount of the financial liability extinguished and a new financial liability with modified terms is recognized in the Statement of Profit and Loss.

Offsetting

Financial assets and financial liabilities are offset and the net amount presented in the balance sheet when, and only when, our Company currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or realize the asset and settle the liability simultaneously.

Revenue Recognition

Revenue from contracts with customers

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

Revenue towards satisfaction of a performance obligation is measured at the amount of transaction price (net of variable consideration) allocated to that performance obligation. The transaction price of goods sold and services rendered is net of variable consideration. Any amounts receivable from the customer are recognised as revenue after the control over the goods sold and services rendered are transferred to the customer.

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

Satisfaction of performance obligation

Revenue is recognised when (or as) our Company satisfies a performance obligation by transferring a promised good or service (i.e. an asset) to a customer. An asset is transferred when (or as) the customer obtains control of that asset. For each performance obligation identified, we determine at contract inception whether we satisfy the performance obligation over time or satisfies the performance obligation at a point in time.

Where performance obligation is satisfied over time, our Company recognizes revenue over the contract period. Where performance obligation is satisfied at a point in time, Company recognizes revenue when customer obtains control of promised goods and services in the contract.

Rental income

Service revenue includes rental revenue for use of leased premises and related ancillary services. Revenue from leased out premises under an operating lease is recognized on a straight line basis over the non- cancellable period

("lease term for revenue"), except where there is an uncertainty of ultimate collection. After lease term for revenue or where there is no non-cancellable period, rental revenue is recognized as and when services are rendered on a monthly basis as per the contractual terms prescribed under agreement entered with customers.

Electricity and maintenance services

Revenue from electricity and maintenance services are recognised monthly, on accrual basis, in accordance with the terms of the respective agreement as and when the services are rendered.

Other ancillary services

Revenue from others ancillary services mainly includes IT support services and other value added services. It is recognised as and when the services are rendered in accordance with the terms of respective agreements.

Contract liability

A contract liability is the obligation to transfer goods or services to a customer for which our Company has received consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before our Company transfers goods or services to the customer, a contract liability is recognized when the payment is made or the payment is due (whichever is earlier). Contract liabilities are recognized as revenue when our Company performs under the contract.

Sale of goods

Revenue from sale of goods is recognised on transfer of control of ownership of goods to the buyer and when no significant uncertainty exists regarding the amount of consideration that will be delivered.

Recognition of Interest income

Interest income is recognised using the effective interest method.

Income Tax

Income tax comprises of current tax and deferred tax. It is recognized in profit or loss except to the extent that it relates to a business combination or to an item recognized directly in equity or in other comprehensive income.

Current Tax

Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax reflects the best estimate of the tax amount expected to be paid or received after considering the uncertainty, if any related to income taxes. It is measured using tax rates (and tax laws) enacted or substantively enacted by the reporting date.

Deferred Tax

Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the corresponding amounts used for taxation purposes. Deferred tax is also recognized in respect of carried forward tax losses and tax credits.

Deferred tax assets are recognized for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. Deferred tax assets recognized or unrecognized are reviewed at each reporting date and are recognized / reduced to the extent that it is probable / no longer probable respectively that the related tax benefit will be realized. Deferred tax is measured at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, based on the laws that have been enacted or substantively enacted by the reporting date. The measurement of deferred tax reflects the tax consequences that would follow from the manner in which our Company expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.

Our Company offsets, the current tax assets and liabilities (on a year on year basis) and deferred tax assets and liabilities, where it has a legally enforceable right and where it intends to settle such assets and liabilities on a net basis.

Our Company recognises deferred tax related to assets and liabilities separately arising from a single transaction that give rise to equal and off-setting differences.

Minimum Alternate Tax ("MAT") payable for a year is charged to the Statement of Profit and Loss as current tax. Our Company recognizes MAT credit available as an asset only to the extent that there is convincing evidence that our Company will pay normal income tax during the specified period, i.e., the period for which MAT credit is allowed to be carried forward. In the year in which our Company recognizes MAT credit as an asset in accordance with the Guidance Note on Accounting for Credit Available in respect of Minimum Alternative Tax under the Income-tax Act, 1961, the said asset is created by way of credit to the Statement of Profit and Loss and shown as ‘MAT Credit Entitlement under Deferred Tax. Our Company reviews the same at each reporting date and writes down the asset to the extent our Company does not have convincing evidence that it will pay normal tax during the specified period.

Borrowing costs

Borrowing costs are interest and other costs incurred in connection with the borrowing of funds. All borrowing costs are expensed in the period in which they incur in the Statement of profit and loss.

Provision, contingent assets and contingent liabilities

General

Provisions are recognized when our Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When our Company expects some or all of a provision to be reimbursed, the expense relating to a provision is presented in the Statement of Profit and Loss net of any reimbursement.

If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.

Contingent liabilities

A disclosure for contingent liabilities is made where there is a possible obligation or a present obligation that may probably not require an outflow of resources. When there is a possible or a present obligation where the likelihood of outflow of resources is remote, no provision or disclosure is made.

Contingent assets

Contingent asset is not recognised in restated financial information since this may result in the recognition of income that may never be realised. However, when the realisation of income is virtually certain, then the related asset is not a contingent asset and is recognized.

Employee benefits

Defined contribution plans

A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Our Company makes specified monthly contributions towards government administered provident fund scheme. Obligations for contributions to defined contribution plans are recognized as an employee benefit expense in profit or loss in the periods during which the related services are rendered by employees.

Provident fund

Contribution towards provident fund for certain employees is made to the regulatory authorities, where our Company has no further obligations. Such benefits are classified as Defined Contribution Schemes as our Company does not carry any further obligations, apart from the contributions made on a monthly basis.

Defined benefit plans

Gratuity

Gratuity liability is a defined benefit obligation and is provided on the basis of actuarial valuation, based on projected unit credit method at the balance sheet date, carried out by an independent actuary. Actuarial gains and losses comprise experience adjustments and the effect of changes in the actuarial assumptions and are recognised in full in the period in which they occur in the OCI. Our Company determines the net interest expense / (income) on the net defined benefit liability / (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability/ (asset), taking into account any changes in the net defined benefit liability/ (asset) during the period as a result of contributions and benefit payments. Net interest expense and other expenses related to defined benefit plans are recognised in profit or loss.

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service ("past service cost" or "past service gain") or the gain or loss on curtailment is recognised immediately in profit or loss. Our Company recognises gains and losses on the settlement of a defined benefit plan when the settlement occurs.

Compensated leave

Benefits under our Companys compensated absences scheme constitute other long term employee benefits. The obligation in respect of compensated absences is provided on the basis of an actuarial valuation carried out by an independent actuary using the Projected Unit Credit Method, which recognizes each period of service as giving rise to an additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation is measured at the present value of estimated future cash flows. The discount rates used for determining the present value of obligation under defined benefit plan, is based on the market yields as at balance sheet date on Government securities, having maturity periods approximating to the terms of related obligations.

Actuarial gains and losses are recognized immediately in the statement of profit and loss. To the extent our Company does not have an unconditional right to defer the utilization or encashment of the accumulated compensated absences, the liability determined based on actuarial valuation is considered to be a current liabilities.

Share-based payments

The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation model. That cost is recognized in the statement of profit and loss, together with a corresponding increase in share option outstanding account in other equity, over the period in which the performance and/or service conditions are fulfilled in employee benefits expense. The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share.

Segment reporting

Our Company has the policy of reporting the segments in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker ("CODM"). The chief operating decision maker is considered to be the

Board of Directors who makes strategic decisions and is responsible for allocating resources and assessing performance of the operating segments.

Cash and cash equivalents

Cash and cash equivalents includes cash on hand, demand deposits with banks, other short-term highly liquid investments with original maturities of nine months or less.

Earnings per share

Basic Earnings Per Share ("EPS") is computed by dividing the net profit attributable to the equity shareholders by the weighted average number of equity shares outstanding during the year. Diluted earnings per share is computed by dividing the net profit by the weighted average number of equity shares considered for deriving basic earnings per share and also the weighted average number of equity shares that could have been issued upon conversion of all dilutive potential equity shares. Dilutive potential equity shares are deemed converted as of the beginning of the year, unless issued at a later date. In computing diluted earnings per share, only potential equity shares that are dilutive and that either reduces earnings per share or increases loss per share are included. The number of shares and potentially dilutive equity shares are adjusted retrospectively for all periods presented for the share splits.

Share capital

• Equity shares - Incremental costs directly attributable to the issue of equity shares are recognised as a deduction from equity. Income tax relating to transaction costs of an equity transaction is accounted for in accordance with Ind AS 12.

• Preference shares - Our Companys compulsorily convertible preference shares are classified as equity or financial liabilities, depending upon the terms of issue of the instruments and other rights and obligations of the parties in accordance with requirement of Ind AS 32. Non-discretionary dividends thereon are recognised accordingly as dividend or interest expense, as accrued.

Cash flow statement

Cash flows are reported using indirect method, whereby net profits before tax is adjusted for the effects of transactions of a non-cash nature and any deferrals or accruals of past or future cash receipts or payments and items of income or expenses associated with investing or financing cash flows. The cash flows from regular revenue generating (operating activities), investing and financing activities of our Company are segregated.

Bank overdraft is considered as integral part of cash and cash equivalents in cash flow and the same is netted off against cash and cash equivalents in cash flow statement.

Recent accounting pronouncements

Ministry of Corporate Affairs ("MCA") notifies new standards or amendments to the existing standards under

Companies (Indian Accounting Standards) Rules as issued from time to time. On August 12, 2024, the MCA amended the Companies (Indian Accounting Standards) Amendment Rules, 2023, as below:

Ind AS 101 - First time adoption of Indian Accounting Standards

This amendment updates the guidelines for first-time adoption of Ind AS, aiming to simplify and clarify reporting requirements for companies transitioning to these standards.

Ind AS 103 - Business Combinations

Changes in Ind AS 103 pertain to business combinations, refining the principles for accounting for acquisitions and mergers to ensure more accurate financial reporting.

Ind AS 104 - Insurance Contracts

The amendment rules eliminate Ind AS 104, which previously dealt with insurance contracts, signalling a shift in the regulatory framework for insurance accounting.

Our Company is evaluating the impact of the aforementioned amendments on our standalone financial statement for annual period beginning on or after April 1, 2024.

Standards issued not yet effective

On September 9, 2024, the MCA has notified the Companies (Indian Accounting Standards) Second Amendment Rules, 2024, which amend Ind AS 116, Leases, with respect to Lease Liability in a Sale and Leaseback.

The amendment specifies the requirements for a seller-lessee in measuring the lease liability arising from a sale and leaseback transaction. It ensures that the seller-lessee does not recognize any amount of the gain or loss related to the right of use it retains.

PRINCIPAL COMPONENTS OF INCOME AND EXPENDITURE

Total income

Total income comprises revenue from operations and other income.

Revenue from operations

Our revenue from operations comprises (i) rental income include rentals from leased space and parking; (ii) margin revenue on finance lease; (iii) electricity charges; (iv) maintenance charges against facility management services from in-house customers and third party customers; (v) sale of goods includes sale of food, sale of furniture, sale of information technology and electrical equipment to in-house and third party customers; and (vi) others ancillary services include transportation service and information and technology services to in-house and third party customers.

Fiscals

Particulars

2025 2024 2023
( million) ( million) ( million)
Rental income 8,702.50 6,803.95 4,572.57
Margin revenue on finance lease - - 41.47
Electricity charges 333.62 354.83 274.34
Maintenance charges 511.25 459.07 380.02
Sale of goods 665.42 474.81 317.39
Others ancillary services 380.07 213.07 211.59

Total

10,592.86 8,305.73 5,797.38

Revenue from workspace leasing: This includes revenue generated from lease agreements, rental income for the leased spaces, electricity charges from clients, and revenue from facility management services charged to the clients occupying the space in our centers.

Revenue from value added services: This includes revenue generated from contracts with clients occupying the space within our centers or third-party clients that avail services like facility management services, sale of goods and other ancillary services.

The table below sets forth our revenue from workspace leasing and VAS for the years indicated:

Particulars

Fiscal 2025 Fiscal 2024 Fiscal 2023
( in million) (% of revenue from operations) ( in million) (% of revenue from operations) ( in million) (% of revenue from operations)
Workspace leasing* 9,264.96 87.46 7,415.84 89.29 5,152.40 88.87
VAS 1,349.21 12.74 921.99 11.10 681.65 11.76

Other income

Other income includes (i) interest income under the effective interest method on (a) on fixed deposits, (b) on unwinding of fair valuation of security deposits, and (c) on unwinding of fair valuation of lease receivables; (ii) interest income on income tax refund; (iii) financial assets at FVTPL - net change in fair value of mutual fund; (iv) gain on sale of investments (net); (v) gain on termination of lease; (vi) income on amortisation of deferred income; (vii) miscellaneous income; (viii) provision for doubtful debts written back; and (ix) reversal of provision for impairment of property, plant and equipment.

Expenses

Total expenses comprise (i) purchases of traded goods; (ii) employee benefits expense; (iii) finance costs; (iv) depreciation and amortisation expense; and (v) other expenses.

Purchases of traded goods

Purchases of traded goods comprises (a) information technology and electrical equipment; (b) fitout and furniture; (c) purchases of food and beverages; and (d) others which including purchase of other goods.

Employee benefits expense

Employee benefits expense comprises (a) salaries, wages and bonus; (b) contribution to provident funds; (c) gratuity expenses; (c) equity settled share based payments; and (d) staff welfare expenses.

Finance costs

Finance costs primarily comprise (a) interest expense on borrowings from banks and financial institutions measured at amortised cost and from others; (b) provision of premium on redemption of debentures; (c) interest expense on lease liabilities; (d) interest expense on security deposits received; and (e) other borrowing cost.

Depreciation and amortization expense

Depreciation and amortization expense includes (a) depreciation on property, plant and equipment; (b) depreciation of right-of-use assets; and (c) amortisation of intangible assets.

Other expenses

Other expenses primarily include rent, power and fuel, security expenses, legal and professional charges, payment to auditors, house keeping expenses, office expenses, internet and website expenses, rates and taxes, repairs and maintenance of building, plant and machineries and others, other service cost, communication, travelling and conveyance, printing & stationery, brokerage expenses, business promotions, insurance, books and subscription, loss of de-recognition of right of use asset, loss on sale of property, plant and equipment and other intangible assets, property, plant and equipment written off, deposits written off, loss on sale value of financials liabilities, allowance for doubtful advances and deposits, allowance for expected credit losses, impairment on property, plant and equipment and miscellaneous expenses.

RESULTS OF OPERATIONS

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

2025

Fiscals 2024

2023

Particulars

( million) Percentage of total income (%) ( million) Percentage of total income (%) ( million) Percentage of total income (%)

Income

Revenue from operations 10,592.86 96.04 8,305.73 95.73 5,797.38 96.42
Other income 436.45 3.96 370.87 4.27 215.37 3.58

Total income

11,029.31 100.00 8,676.60 100.00 6,012.75 100.00

Expenses

Purchases of traded goods 519.53 4.71 389.76 4.49 289.49 4.81
Employee benefits expense 758.26 6.87 637.68 7.35 435.29 7.24
Finance costs 3,303.51 29.95 2,560.02 29.50 1,880.08 31.27
Depreciation and amortisation expense 4,871.39 44.17 3,922.43 45.21 2,981.50 49.59
Other expenses 3,149.65 28.56 5,014.93 57.80 2,705.70 45.00

Total expenses

12,602.34 114.26 12,524.82 144.35 8,292.06 137.91

Loss before tax

(1,573.03) (14.26) (3,848.22) (44.35) (2,279.31) (37.91)

Tax expense

- Current tax 76.77 0.70 84.20 0.97 - -
- Deferred tax (253.63) (2.30) (517.34) (5.96) (298.22) (4.96)

Total tax expense

(176.86) (1.60) (433.14) (4.99) (298.22) (4.96)

Loss after tax

(1,396.17) (12.66) (3,415.08) (39.36) (1,981.09) (32.95)

FISCAL 2025 COMPARED TO FISCAL 2024

Total income

Total income increased by 27.12% from 8,676.60 million in Fiscal 2024 to 11,029.31 million in Fiscal 2025. This was attributable to an increase in revenue from operations and other income.

Revenue from operations

Revenue from operations increased by 27.54% from 8,305.73 million in Fiscal 2024 to 10,592.86 million in Fiscal 2025. This was primarily due to an increase in rental income from 6,803.95 million in Fiscal 2024 to 8,702.50 million in Fiscal 2025.

Revenue from workspace leasing

Revenue from workspace leasing increased by 24.93% from 7,415.84 million in Fiscal 2024 to 9,264.96 million in Fiscal 2025. Increase in workspace leasing revenue was primarily due to an increase in occupied area from 4.28 million square feet in Fiscal 2024 to 5.33 million square feet in Fiscal 2025, and an increase in occupancy rate from 80.21% in Fiscal 2024 to 85.12% in Fiscal 2025..

Revenue from VAS

Revenue from VAS increased by 46.34% from 921.99 million in Fiscal 2024 to 1,349.21 million in Fiscal

2025.

Other income

Other income increased by 17.68% from 370.87 million in Fiscal 2024 to 436.45 million in Fiscal 2025, primarily due to an increase in income on amortisation of deferred income from 170.05 million in Fiscal 2024 to 232.42 million in Fiscal 2025. This was partially offset by a decrease in gain on termination of lease from

49.20 million in Fiscal 2024 to 28.78 million in Fiscal 2025 and a decrease in interest income under the effective interest method on unwinding of fair valuation of lease receivables from 32.10 million in Fiscal 2024 to 21.31 million in Fiscal 2025.

Expenses

Total expenses increased by 0.62% from 12,524.82 million in Fiscal 2024 to 12,602.34 million in Fiscal 2025, primarily due to increases in purchases of traded goods, employee benefits expense, finance costs and depreciation and amortization expense.

Purchases of traded goods

Purchases of traded goods increased by 33.29% from 389.76 million in Fiscal 2024 to 519.53 million in Fiscal 2025, primarily due to an increase in fitouts and furnitures from 59.88 million in Fiscal 2024 to 129.83 million in Fiscal 2025 and an increase in food and beverages from 246.47 million in Fiscal 2024 to 298.47 million in

Fiscal 2025.

Employee benefits expense

Employee benefits expense increased by 18.91% from 637.68 million in Fiscal 2024 to 758.26 million in Fiscal 2025, primarily due to an increase in salaries, wages and bonus from 477.37 million in Fiscal 2024 to

645.04 million in Fiscal 2025. This was partially offset by a decrease in equity settled share based payments from 116.89 million in Fiscal 2024 to 73.02 million in Fiscal 2025.

Finance costs

Finance costs increased by 29.04% from 2,560.02 million in Fiscal 2024 to 3,303.51 million in Fiscal 2025, primarily due to an increase in interest expense on lease liabilities from 2,211.95 million in Fiscal 2024 to

2,810.40 million in Fiscal 2025.

Depreciation and amortization expense

Depreciation and amortization expense increased by 24.19% from 3,922.43 million in Fiscal 2024 to 4,871.39 million in Fiscal 2025, primarily due to an increase in depreciation of right of-use-assets from 3,122.94 million in Fiscal 2024 to 3,868.85 million in Fiscal 2025.

Other expenses

Other expenses decreased by 37.19% from 5,014.93 million in Fiscal 2024 to 3,149.65 million in Fiscal 2025, primarily due to a decrease in (i) loss on fair valuation of financial liabilities from 2,689.53 million in Fiscal

2024 to nil in Fiscal 2025 on account of reclassification of CCPS from financial liability to equity; and (ii) impairment loss on property, plant and equipment from 20.84 million in Fiscal 2024 to nil in Fiscal 2025 on account of no impairment charge recorded in Fiscal 2025. This was partially offset by increases in (i) power and fuel from 549.60 million in Fiscal 2024 to 695.11 million in Fiscal 2025 on account of increase in number of operational centers in Fiscal 2025 ; (ii) repairs and maintenance - buildings from 376.76 million in Fiscal 2024 to 528.26 million in Fiscal 2025 on account of increase in number of buildings in Fiscal 2025; (iii) house keeping expenses from 401.44 million in Fiscal 2024 to 539.42 million in Fiscal 2025 on account of increase in number of buildings in Fiscal 2025; (iv) legal and professional charges from 26.88 million in Fiscal 2024 to 66.55 million in Fiscal 2025; and (v) brokerage expenses from 172.10 million in Fiscal 2024 to 258.79 million in

Fiscal 2025.

Tax expense

Current tax decreased to 76.77 million in Fiscal 2025 compared to 84.20 million in Fiscal 2024 due to reduction in tax rate from 29.12% in Fiscal 2024 to 25.17% in Fiscal 2025 and deferred tax increased to (253.63) million in Fiscal 2025 compared to (517.34) million in Fiscal 2024. As a result, total tax expense increased by 59.17% from (433.14) million Fiscal 2024 to (176.86) million in Fiscal 2025.

Loss after tax

As a result of the foregoing, loss after tax was (1,396.17) million in Fiscal 2025, compared to (3,415.08) million in Fiscal 2024.

FISCAL 2024 COMPARED TO FISCAL 2023

Total income

Total income increased by 44.30% from 6,012.75 million in Fiscal 2023 to 8,676.60 million in Fiscal 2024. This was attributable to an increase in revenue from operations from 5,797.38 million in Fiscal 2023 to 8,305.73 million in Fiscal 2024 and other income from 215.37 million in Fiscal 2023 to 370.87 million in Fiscal 2024.

Revenue from operations

Revenue from operations increased by 43.27% from 5,797.38 million in Fiscal 2023 to 8,305.73 million in Fiscal 2024. This was primarily due to increases in rental income from 4,572.57 million in Fiscal 2023 to 6,803.95 million in Fiscal 2024 on account of increase in occupied area and area leased to multi-city center clients during Fiscal 2024, electricity charges from 274.34 million in Fiscal 2023 to 354.83 million in Fiscal

2024 on account of increase in occupied area and area leased to multi-city center clients during Fiscal 2024, and maintenance charges from 380.02 million in Fiscal 2023 to 459.07 million in Fiscal 2024 on account of increase in number of clients using facility management services in Fiscal 2024.

Revenue from workspace leasing

Revenue from workspace leasing increased by 43.93% from 5,152.40 million in Fiscal 2023 to 7,415.84 million in Fiscal 2024. Increase in workspace leasing revenue was primarily due to an increase in occupied area from 3.56 million square feet in Fiscal 2023 to 4.28 million square feet in Fiscal 2024, and an increase in area leased to multi-city center clients.

Revenue from VAS

Revenue from VAS increased by 35.26% from 681.65 million in Fiscal 2023 to 921.99 million in Fiscal 2024.

Other income

Other income increased by 72.21% from 215.37 million in Fiscal 2023 to 370.87 million in Fiscal 2024, primarily due to increases in (a) income on amortization of deferred income from 87.97 million in Fiscal 2023 to 170.05 million in Fiscal 2024 on account of an increase in security deposit paid to landlords due to increase in number of operational centers in Fiscal 2024, (b) interest income under the effective interest method on unwinding of fair valuation of security deposits from 61.99 million in Fiscal 2023 to 99.30 million in Fiscal

2024 on account of security deposits received from clients due to increase in number of clients in Fiscal 2024, and

(c) gain on termination of lease from nil in Fiscal 2023 to 49.20 million in Fiscal 2024 due to reversal of lease liability on account of termination of certain lease agreements in Fiscal 2024.

Expenses

Total expenses increased by 51.05% from 8,292.06 million in Fiscal 2023 to 12,524.82 million in Fiscal 2024, primarily due to increases in purchases of traded goods, employee benefits expense, finance costs, depreciation and amortization expense, and other expenses.

Purchases of traded goods

Purchases of traded goods increased by 34.64% from 289.49 million in Fiscal 2023 to 389.76 million in Fiscal 2024, primarily due to an increase in expenses on food and beverages from 147.99 million in Fiscal 2023 to

425

246.47 million in Fiscal 2024. This was partially offset by a decrease in purchase of information technology and electrical equipments from 87.42 million in Fiscal 2023 to 60.21 million in Fiscal 2024.

Employee benefits expense

Employee benefits expense increased by 46.50% from 435.29 million in Fiscal 2023 to 637.68 million in Fiscal 2024, primarily due to an increase in salaries, wages and bonus from 374.27 million in Fiscal 2023 to 477.37 million in Fiscal 2024 on account of increase in the number of our employees from 498 in Fiscal 2023 to

612 in Fiscal 2024 and equity settled share based payments from 35.31 million in Fiscal 2023 to 116.89 million in Fiscal 2024.

Finance costs

Finance costs increased by 36.17% from 1,880.08 million in Fiscal 2023 to 2,560.02 million in Fiscal 2024, primarily due to an increase in interest expense on lease liabilities from 1,692.79 million in Fiscal 2023 to 2,211.95 million in Fiscal 2024; and an increase in interest expenses on borrowings from banks and financial institutions measured at amortized cost from 39.15 million in Fiscal 2023 to 133.18 million in Fiscal 2024.

This was partially offset by a decrease in interest expense on borrowings from others from 56.02 million in Fiscal 2023 to 25.31 million in Fiscal 2024.

Depreciation and amortization expense

Depreciation and amortization expense increased by 31.56% from 2,981.50 million in Fiscal 2023 to 3,922.43 million in Fiscal 2024, primarily due to an increase in depreciation of property, plant and equipment from 534.03 million in Fiscal 2023 to 781.75 million in Fiscal 2024 on account of an increase in property, plant and equipment; and an increase in depreciation of right of-use-assets from 2,434.36 million in Fiscal 2023 to 3,122.94 million in Fiscal 2024.

Other expenses

Other expenses increased by 85.35% from 2,705.70 million in Fiscal 2023 to 5,014.93 million in Fiscal 2024, primarily due to increases in (i) loss on fair valuation of financial liabilities from 1,122.49 million in Fiscal 2023 to 2,689.53 million in Fiscal 2024 on account of recording of the financial liability on fair value of CCPS in

Fiscal 2024; (ii) power and fuel from 371.22 million in Fiscal 2023 to 549.60 million in Fiscal 2024 on account of increase in number of operational centers in Fiscal 2024; (iii) house keeping expenses from 263.45 million in Fiscal 2023 to 401.44 million in Fiscal 2024; (iv) security expenses from 143.61 million in Fiscal 2023 to 227.95 million in Fiscal 2024 on account of increase in number of operational centers in Fiscal 2024; (v) repairs and maintenance on buildings from 260.72 million in Fiscal 2023 to 376.76 million in Fiscal 2024; (vi) brokerage expenses from 112.70 million in Fiscal 2023 to 172.10 million in Fiscal 2024 on account of increase in number of clients in Fiscal 2024; and (vii) travelling and conveyance from 56.91 million in Fiscal 2023 to 93.98 million in Fiscal 2024.

Tax expense

Current tax was 84.20 million in Fiscal 2024 compared to nil in Fiscal 2023 due to increase in taxable profits of our Company and deferred tax was (517.34) million Fiscal 2024 compared to (298.22) million in Fiscal 2023. As a result, total tax expense decreased by 45.24% from (298.22) million Fiscal 2023 to (433.14) million in Fiscal 2024.

Loss after tax

As a result of the foregoing, loss after tax was (3,415.08) million in Fiscal 2024, compared to (1,981.09) million in Fiscal 2023.

LIQUIDITY AND CAPITAL RESOURCES

We have historically financed the expansion of our business and operations primarily through equity issuance, debt financing and funds generated from our operations. From time to time, we may obtain loan facilities to finance our short-term working capital requirements.

CASH FLOWS

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

Particulars

2025 Fiscals 2024 2023
( million)
Net cash generated from operating activities 6,116.48 5,421.78 3,238.89
Net cash used in investing activities (2,589.57) (1,926.90) (1,736.79)
Net cash used in financing activities (3,374.86) (3,647.84) (1,492.83)
Net increase / (decrease) in cash and cash equivalents 152.05 (152.96) 9.27
Cash and cash equivalents at the beginning of the year (325.81) (172.85) (182.12)

(Bank Overdraft) / Cash and cash equivalents at the end of the year

(173.76) (325.81) (172.85)

Operating activities

Fiscal 2025

Net cash generated from operating activities was 6,116.48 million for Fiscal 2025. Loss before tax was

(1,573.03) million, which was adjusted primarily for depreciation and amortisation expense of 4,871.39 million, interest expense on lease liabilities of 2,810.40 million, finance costs of 267.95 million, interest expense on security deposits received of 225.16 million, income on amortisation of deferred income of (232.42) million, interest income on unwinding of fair valuation of security deposits of (119.68) million and equity settled share based payments of 73.02 million.

Operating cash flow before working capital changes was 6,264.81 million in Fiscal 2025. Changes in working capital for Fiscal 2025 primarily consisted of change in other financial liabilities of 665.49 million, change in other liabilities of 412.99 million and change in trade payables of 83.96 million. This was partially offset by change in other financial assets of (694.31) million, change in other assets of (315.18) million and change in trade receivables of (198.50) million. Cash generated from operations was 6,250.82 million. Income taxes refund / (paid) (net) was (134.34) million.

Fiscal 2024

Net cash generated from operating activities was 5,421.78 million for Fiscal 2024. Loss before tax was

(3,848.22) million, which was adjusted primarily for depreciation and amortization expense of 3,922.43 million, interest expense on lease liabilities of 2,211.95 million, loss on fair valuation of financial liabilities of

2,689.53 million, finance costs of 182.76 million, interest expense on security deposits received of 165.31 million, income on amortisation of deferred income of (170.05) million, and equity settled share based payments of 116.89 million.

Operating cash flow before working capital changes was 5,139.29 million in Fiscal 2024. Changes in working capital for Fiscal 2024 primarily consisted of change in trade payables of 170.57 million, change in other financial liabilities of 598.60 million, change in other liabilities of 284.45 million and change in provisions of 26.45 million. This was partially offset by change in trade receivables of (261.61) million, change in other financial assets of (305.35) million and change in other assets of (434.10) million. Cash generated from operations was 5,218.29 million. Income taxes refund / (paid) (net) was 203.49 million.

Fiscal 2023

Net cash generated from operating activities was 3,238.89 million for Fiscal 2023. Loss before tax was

(2,279.31) million, which was adjusted primarily for depreciation and amortization expense of 2,981.50 million, interest expense on lease liabilities of 1,692.79 million, loss on fair valuation of financial liabilities of

1,122.49 million, finance costs of 105.52 million, interest expense on security deposits received of 81.76 million, income on amortisation of deferred income of (87.97) million, and interest income on unwinding of fair valuation of security deposits of (61.99) million.

Operating cash flow before working capital changes was 3,596.93 million in Fiscal 2023. Changes in working capital for Fiscal 2023 primarily consisted of change in trade payables of 34.98 million, change in other financial liabilities of 683.63 million, change in other liabilities of 161.20 million and change in provisions of 11.86 million. This was partially offset by change in trade receivables of (136.67) million, change in other financial assets of (551.36) million and change in other assets of (471.98) million. Cash generated from operations was 3,328.59 million. Income taxes refund / (paid) (net) was (89.70) million.

Investing activities

Fiscal 2025

Net cash used in investing activities was (2,589.57) million in Fiscal 2025, primarily due to purchase of property, plant and equipment, capital work-in-progress, intangible assets under development and capital advances of

(2,527.00) million, investment in term deposit of (35.81) million and initial direct cost on leases capitalized under right-of-use assets of (49.09) million. This was partially offset by proceeds from sale of investments in equity instruments of 10.37 million, interest income received of 6.45 million and proceeds from sale of property plant and equipment of 5.51 million.

Fiscal 2024

Net cash used in investing activities was (1,926.90) million in Fiscal 2024, primarily due to purchase of property, plant and equipment, capital work-in-progress, intangible assets under development and capital advances of

(1,835.44) million, initial direct cost on leases capitalized under right-of-use assets of (62.65) million, and investment in term deposit (38.45) million. This was partially offset by proceeds from sale of property plant and equipment of 4.63 million and interest income on fixed deposits of 5.01 million.

Fiscal 2023

Net cash used in investing activities was (1,736.79) million for Fiscal 2023, primarily due to purchase of property, plant and equipment, capital work-in-progress, intangible assets under development and capital advances of (1,688.80) million, initial direct cost on leases capitalized under right-of-use assets of (30.72) million, investment in term deposit (47.08) million. This was partially offset by interest income on fixed deposits of 0.92 million and proceeds from sale of investments in mutual funds of 28.89 million.

Financing activities

Fiscal 2025

Net cash used in financing activities was (3,374.86) million in Fiscal 2025, primarily due to payment of lease liabilities (including interest) of (5,020.12) million, repayment of non-current borrowings of (368.36) million and finance costs paid of (240.98) million. This was partially offset by proceeds from non-current borrowings of 1,755.04 million.

Fiscal 2024

Net cash used in financing activities was (3,647.84) million in Fiscal 2024, primarily due to payment of lease liabilities (including interest) of (3,819.66) million, repayment of non-current borrowings of (425.81) million and finance costs paid of (182.76) million. This was partially offset by proceeds from non-current borrowings of 780.39 million.

Fiscal 2023

Net cash used in financing activities was (1,492.83) million for Fiscal 2023, primarily due payment of lease liabilities (including interest) of (3,012.36) million, repayment of non-current borrowings of (482.34) million, finance costs paid of (112.16) million. This was partially offset by proceeds from non-current borrowings of 856.04 million, proceeds from issue of preference shares of 1,009.99 million.

INDEBTEDNESS

As at March 31, 2025, our non-current borrowings were 2,224.68 million while our current borrowings were 1,214.90 million, respectively.

The following table sets forth certain information relating to our outstanding indebtedness as at March 31, 2025, and our repayment obligations in the periods indicated:

As of March 31, 2025

Particulars

Total Payment due by period ( million) Not later than 1 year More than 1 year
Secured bank loans 2,040.51 - 2,040.51
Unsecured loans 184.17 - 184.17

Total Non-Current borrowings (A)

2,224.68 - 2,224.68

Current Borrowings

Current portion of bank loans 482.14 482.14 -
Vendor financing arrangement 499.56 499.56 -
Bank overdraft 233.20 233.20 -

Total Current Borrowings (B)

1,214.90 1,214.90 -

Total Borrowings (C=A+B)

3,439.58 1,214.90 2,224.68

CONTINGENT LIABILITIES AND COMMITMENTS

The table below sets forth our contingent liability and capital commitments disclosed as per Ind AS 37 as of/for the years indicated.

Particulars

As of/for the year ended March 31, 2025 As of/for the year ended March 31, 2024 As of/for the year ended March 31, 2023
( million)

Commitments

Estimated amount of contracts remaining to be executed on property, plant and equipment and not provided for

235.68 367.91 19.36

Contingent liabilities

Indirect tax related matter 124.92 - -

CAPITAL EXPENDITURES

The table below sets forth additions to property, plant, equipment and intangible assets for the respective years (capital expenditure).

Fiscal 2025

Fiscal 2024

Fiscal 2023

Particulars

( in million) (% of total expenses) ( in million) (% of total expenses) ( in million) (% of total expenses)
Leasehold improvements 1,445.15 11.47 1,041.14 8.31 1,075.02 12.96
Plant and machinery 532.31 4.22 393.69 3.14 377.19 4.55

 

Fiscal 2025

Fiscal 2024

Fiscal 2023

Particulars

( in million) (% of total expenses) ( in million) (% of total expenses) ( in million) (% of total expenses)
Furnitures and fixtures 301.62 2.39 237.58 1.90 273.94 3.30
Computers 164.72 1.31 150.31 1.20 180.46 2.18
Office equipments 75.92 0.60 46.24 0.37 82.66 1.00
Vehicles - - 0.41 0.00 - -
Computer software 64.47 0.51 6.10 0.05 37.62 0.45
Trademarks and copyrights 0.19 0.00 0.02 0.00 0.21 0.00

Total*

2,584.38 20.50 1,875.49 14.97 2,027.10 24.44

*

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that we believe are material to investors.

RELATED PARTY TRANSACTIONS

We enter into various transactions with related parties in the ordinary course of business. The table below provides details of our related party transactions as a percentage of revenue from operations in the relevant years:

Particulars

Fiscal 2025 Fiscal 2024 Fiscal 2023

( million, except percentages)

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

For further information relating to our related party transactions, see "Restated Financial Information Note 31. Related Party Disclosures" on page 391.

CHANGES IN ACCOUNTING POLICIES

Other than as disclosed in the Restated Financial Information, there have been no changes in our accounting policies in the last three Fiscals.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For details in relation to certain risks and risk management framework, see "Restated Financial Information Note 30 Financial instruments - fair values and risk management" on page 385.

UNUSUAL OR INFREQUENT EVENTS OR TRANSACTIONS

Except as described in this Red Herring Prospectus, to our knowledge, there have been no unusual or infrequent events or transactions that have in the past or may in the future affect our business operations or future financial performance.

SIGNIFICANT ECONOMIC CHANGES THAT MATERIALLY AFFECT OR ARE LIKELY TO AFFECT INCOME FROM CONTINUING OPERATIONS

Our business has been subject, and we expect it to continue to be subject, to significant economic changes that materially affect or are likely to affect income from continuing operations identified above in " Significant Factors Affecting our Results of Operations" and the uncertainties described in "Risk Factors" on pages 408 and 38, respectively.

KNOWN TRENDS OR UNCERTAINTIES

Our business has been subject, and we expect it to continue to be subject, to significant economic changes arising from the trends identified above in " Significant Factors Affecting our Results of Operations" and the uncertainties described in "Risk Factors" on pages 408 and 38, respectively. To our knowledge, except as discussed in this Red Herring Prospectus, there are no known trends or uncertainties that have or had or are expected to have a material adverse impact on revenues or income of our Company from continuing operations.

FUTURE RELATIONSHIP BETWEEN COST AND INCOME

Other than as described in "Risk Factors", "Our Business" on pages 38 and 241, and this section respectively, to our knowledge there are no known factors that may adversely affect our business prospects, results of operations and financial condition.

NEW PRODUCTS OR BUSINESS SEGMENTS

Except as set out in this Red Herring Prospectus, we have not announced and do not expect to announce in the near future any new business segments.

COMPETITIVE CONDITIONS

We operate in a competitive environment. See "Our Business", "Industry Overview" and "Risk Factors" on pages 241, 159 and 38, respectively, for further details on competitive conditions that we face across our various business segments.

SEASONALITY/ CYCLICALITY OF BUSINESS

Our business is not subject to seasonality or cyclicality.

SIGNIFICANT DEVELOPMENTS AFTER MARCH 31, 2025 THAT MAY AFFECT OUR FUTURE RESULTS OF OPERATIONS

Except as disclosed below and elsewhere in this Red Herring Prospectus, to our knowledge no circumstances have arisen since March 31, 2025, that could materially and adversely affect or are likely to affect, our operations, trading or profitability, or the value of our assets or our ability to pay our material liabilities within the next 12 months:

1. Pursuant to a resolution of the Board dated May 16, 2025, 41,467,436 Equity Shares were allotted as a result of conversion of 60,761,232, 0.001% Series A Compulsorily Convertible Preference shares.

2. Pursuant to a resolution of the Board dated May 16, 2025, 10,927,823 Equity Shares were allotted as a result of conversion of 10,927,823, 0.001% Series B Compulsorily Convertible Preference shares.

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