Smartworks Coworking Spaces Ltd Directors Report

Dear Members

The Board of Directors of your Company is pleased to present the 11 th (Eleventh) Boards Report on the business and operations of Smartworks Coworking Spaces Limited (the Company or Smartworks ) along with the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended on March 31,2026.

1. FINANCIAL SUMMARY AND OPERATION HIGHLIGHTS

The Standalone and Consolidated financial highlights for the year ended March 31, 2026 of the Companys operations are summarised below:

Particulars	Standalone	Consolidated
	Year Ending as on March 31, 2026	Year Ending as on March 31, 2025	Year Ending as on March 31, 2025	Year Ending as on March 31, 2026
Year Ending as on March 31, 2025
Revenue From Operations	17,460.11	13,398.72	17,958.05	13,740.56
Less: Operating & Administration Expenditure	6,267.71	5,055.34	6,406.84	5,167.92
EBITDA	11,192.40	8,343.38	11,551.21	8,572.64
Less: Finance Costs	3,608.05	3,339.82	3,661.12	3,363.38
Less: Depreciation and Amortisation Expenses	8,042.57	6,152.89	8,292.58	6,359.98
Add: Other Income	551.94	373.80	540.99	356.13
Profit/(Loss) Before Tax	93.72	(775.53)	138.50	(794.59)
Less: Current Tax	86.37	-	89.01	0.96
Less: Deferred Tax	(62.78)	(158.16)	(55.79)	(163.76)
Profit/(Loss) After Tax	70.13	(617.37)	105.28	(631.79)
Other Comprehensive Income/(Loss) for the Year (Net	(148)	(0.14)	28.08
of Tax)
Total Comprehensive Profit/ (Loss) for the Year	68.65	(617.51)	133.36	(628.46)
Basic EPS ( in Rs.)	0.63	(6.04)	0.95	(6.18)
Diluted EPS ( in Rs.)	0.63	(6.04)	0.95	(6.18)

2. BRIEF DESCRIPTION OF THE STATE OF COMPANYS PERFORMANCE

As of March 31, 2026, our total area footprint reached 16.1 million square feet across 66 centres in 15 cities, such as Bengaluru, Pune, Hyderabad, Gurugram, Mumbai, Noida, Chennai, and Singapore, accommodating a total capacity of 368,653 seats. At this time, our operational footprint served 775 clients occupying 190,536 seats within active centres. Our revenue from operations increased by 31% to Rs. 17,958.05 millions for Fiscal 2026 from Rs. 13,740.56 millions for Fiscal 2025. This increase was primarily due to an increase in revenue from lease rentals, revenue from design and fitout service and other operating revenue. This growth was primarily driven by a 24% increase in lease rental income, which rose to Rs.15,935.45 millions for Fiscal 2026 compared to Rs.12,892.73 millions in the prior year, reflecting both portfolio expansion and enhanced monetisation of facilities.

We typically focus on leasing entire/ large, bare shell properties in prime locations from Landlords and transform them into fully serviced, aesthetically pleasing and tech- enabled Campuses with daily-life and aspirational amenities. Our Centres offer Clients employees a modern, attractive and aesthetically pleasing work environment. We cater to Clients needs of all team sizes with a specific focus on mid- to- large Enterprises having a requirement of over 300 Seats.

3. DIVIDEND AND DIVIDEND DISTRIBUTION POLICY

The Board has not recommended any dividend on the equity shares for the financial year ended March 31, 2026.

The Dividend Distribution Policy as formulated and adopted by the Board in terms of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( SEBI LODR Regulations ) is available on the website of the Company and can be accessed at https:// www.smartworksoffice.com/investors/ . This policy sets

out the parameters and circumstances that will be taken into account by the Board of Directors of the Company in regard to distribution of dividend to its shareholders and/ or retention of profits and also to provide clarity to the stakeholders on the dividend distribution strategies of the Company.

4. CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India and compliance of all applicable rules and regulations. The Board believes that adopting the highest level of ethical principles would ensure that the Company continues to be the leading company as flexible workspace operators. The Report on Corporate Governance as stipulated under the SEBI LODR Regulations forms part of this Annual Report.

A certificate from M/s. SBYN & Associates LLP, Company Secretaries, FRN: (L2025UP018500), confirming compliance with corporate governance norms, as stipulated under the SEBI LODR Regulations, is annexed to this Report as Annexure I .

5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 read with Schedule V of the SEBI LODR Regulations, the Management Discussion and Analysis Report ( MD&A ) for the Financial Year ended March 31, 2026, has been presented in a separate section forming part of this Annual Report. A review of the performance and future outlook of the Company and its businesses, as well as the state of the affairs of the business, along with the financial and operational developments have been discussed in detail in the Management Discussion and Analysis Report.

6. TRANSFER TO RESERVES

Details with regard to amount transferred to reserves are provided in the Note No. 19 to the Standalone Financial Statements forming part of this Annual Report.

7. CREDIT RATING

The Company has been rated by CARE Ratings Limited vide its letter dated November 06, 2025, and the same has re-affirmed vide its letter dated May 28, 2026 being the latest, and the same can be accessed at https://www. smartworksoffice.com/investors/ .

As on date, CARE Ratings Limited has assigned following ratings:

Long-term bank facilities: CARE A; Stable Short-term bank facilities: CARE A1

These ratings reflect the Companys strong financial position, stable outlook, and ability to meet short-term and long-term obligations effectively.

8. SHARE CAPITAL

A. STATUS OF SHARES

The Equity Shares of the Company were listed on National Stock Exchange of India Limited ( NSE ) and BSE Limited ( BSE ) (hereinafter shall be referred as Stock Exchanges ) w.e.f. July 17, 2025, and the Companys shares are compulsorily tradable in electronic form. The annual listing fees for Financial Year 2025-26 has been paid to both the Stock Exchanges i.e., BSE and NSE.

B. AUTHORISED, ISSUED, SUBSCRIBED AND PAID-UP CAPITAL

I. The Authorised Share Capital of the Company is Rs.1,40,00,00,000 (Indian Rupees One Hundred Forty Crores) consisting of 12,00,00,000 (Twelve Crores) Equity Shares of Rs. 10/- (Rupees Ten Only) each and Rs. 20,00,00,000 (Rupees Twenty Crores) divided into 2,00,00,000 (Two Crores) cumulative convertible preference shares of Rs. 10/- (Rupees Ten Only) each, as on March 31, 2026; and

II. As on March 31, 2026, the Issued, Subscribed and Paid-Up Capital of the Company is Rs.1,14,26,20,760 (Indian Rupees One Hundred Fourteen Crores Twenty-Six Lakhs Twenty Thousand Seven Hundred and Sixty only) divided into 11,42,62,076 (Eleven Crores Forty-Two Lakhs Sixty-Two Thousand and Seventy-Six) Equity Shares of Rs.10 (Indian Rupees Ten Only) each.

C. CHANGE IN SHARE CAPITAL:

I. During the Financial year ended March 31, 2026, your Company has issued and/ or allotted:

1. The equity shares of the Company were listed on the Stock Exchanges effective July 17, 2025, and pursuant to the Companys Initial Public Offering (IPO), the Board of Directors of the Company vide resolution passed on July 15, 2025 issued fresh 10,941,734 equity shares aggregating to Rs. 4,450.00 millions, comprising a fresh issue of 88,812 Equity Shares of Face Value Rs.10/- (Indian Rupees Ten only) each at an Offer price of Rs.370/- (Indian Rupees Three Hundred and Seventy only) per share and 10,852,922 Equity Shares of Face Value Rs.10/- (Indian Rupees Ten only) at an Offer Price of Rs.407/- (Indian Rupees Four Hundred and Seven Only) per share.

2. 123,100 Equity Shares of Face Value Rs.10/- (Indian Rupees Ten only) each, aggregating to Rs.1,231,000 (Indian Rupees Twelve Lakhs Thirty-One Thousand only) to Eligible Employees pursuant to exercise of Employee

Stock Options under Employee Stock Options Plan 2022 ( ESOP Plan 2022 ), vide resolution passed by the Board of Directors on September 15, 2025; and

3. 7,650 Equity Shares of Face Value Rs.10/- (Indian Rupees Ten only) each, aggregating to Rs.76,500 (Indian

Rupees Seventy-Six Thousand Five Hundred only) to Eligible Employees pursuant to exercise of Employee Stock Options under ESOP Plan 2022, vide resolution passed by the Board of Directors on December 23, 2025.

II. Further, during the Financial Year ended March 31, 2026, below shares were transferred through offer for sale:

Date of transfer of Equity Shares	Number of Equity Shares transferred	Details of transferor(s)	Details of transferee(s)	Face value per Equity Share (Rs.)	Transfer price per Equity Share (Rs.)
July 16, 2025	2,579,740	Space Solutions India Pte. Ltd.	Transfer pursuant to Offer for sale	10	407
July 16, 2025	490,000	NS Niketan LLP	Transfer pursuant to Offer for sale	10	407
July 16, 2025	310,000	SNS Infrarealty LLP	Transfer pursuant to Offer for sale	10	407

OTHER SECURITIES:

The Company has redeemed 1,250 Nonconvertible bonds having nominal value of Rs.10,00,000/- each for an aggregate amount of Rs.125,00,00,000 (Indian Rupees One Hundred and Twenty-Five Crores only). Accordingly, as on March 31, 2026, the Company does not have any outstanding Non-convertible bonds.

BUY BACK OF SECURITIES:

During the Financial Year ended March 31, 2026, the Company has not bought back any shares from its shareholders.

EQUITY SHARES WITH DIFFERENTIAL RIGHTS AND SWEAT EQUITY SHARES:

During the Financial Year ended March 31, 2026, the Company has not issued sweat equity shares or equity shares with differential rights as to dividend, voting or otherwise. As a result, there is no information that needs to be disclosed in accordance with Section 43(a) (ii) and Section 54(1 )(d) of the Companies Act, 2013 ( the Act ) along with the applicable rules.

EMPLOYEE STOCK OPTION PLAN:

The Employee Stock Option Plan 2022 (the ESOP 2022 ) was originally approved by the Board at its meeting held on December 20, 2022 and approved by the Members by passing the special resolution at the Extra Ordinary General Meeting of the Company held on February 24, 2023 and thereafter amended to ensure compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ( SBEB Regulations ) and the Act, by Board pursuant to the resolution passed at its meeting held on July 31, 2024 and by Members pursuant to the resolution passed at the Annual General Meeting of our Company held on August 03, 2024. Under Regulation 12(1) of SBEB Regulations, no

company is permitted to make fresh grants that involve the allotment or transfer of shares to its employees under a stock option plan formulated prior to listing of its shares unless such a plan confirms with the SBEB Regulations and is ratified by its members postlisting. Accordingly, member approval was sought for ratification of the ESOP 2022 and the issuance of employee stock options ( Options ) to eligible participants as may be determined by the Board including any Committee duly authorised by the Board, in accordance with the ESOP 2022.

The Company has completed its initial public offer ( IPO ) of its equity shares, and its shares were listed on the NSE and BSE on 17th July, 2025. Consequently, the ESOP 2022 was ratified by the Members of the Company in their 10 th Annual General meeting ( AGM ) held on September 29, 2025 under Regulation 12(1) and other applicable provisions of the SBEB Regulations before any fresh grants can be made under ESOP 2022. The ESOP 2022 is in conformity with SBEB Regulations, and the Company, has not granted any new options to employees following the IPO.

As on March 31, 2026, the Company has granted Nil (P.Y. 3,17,500) Employee Stock Options under Plan, out of which 41,750 (P.Y. 16,000) Options were forfeited/ lapsed/ cancelled.

Details of options as required pursuant to the Act as amended from time to time and SBEB Regulations, is annexed to this Report as Annexure II .

The disclosure, in compliance with the SBEB Regulations is uploaded on the Investor Relations section of the website of the Company at https://www. smartworksoffice.com/investors/ .

9. MATERIAL CHANGES AND

COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

The Board of Directors, at its meeting held on June 25, 2026, approved the acquisition of Workstudio Spaces Pte. Ltd. through Smartworks Space Pte. Ltd., Singapore, a wholly- owned subsidiary of the Company. The approval of the Board was duly intimated to the Stock Exchanges on June 25, 2026 in accordance with the applicable provisions of the SEBI LODR Regulations.

Pursuant to the aforesaid approval, Workstudio Spaces Pte. Ltd. was acquired by Smartworks Space Pte. Ltd. on July 6, 2026, thereby becoming a step-down subsidiary of the Company. The completion of the acquisition was also intimated to the Stock Exchanges on July 07, 2026 in compliance with the applicable regulatory requirements. Except as stated above, there has been no other material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the Audited Financial Statements relate and the date of this Report.

10. CHANGE IN NATURE OF BUSINESS OF THE COMPANY

During the financial year ended March 31, 2026, there is no change in the nature of business operations of the Company.

11. DETAILS OF SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES

The Company has following 4 (Four) Wholly Owned Subsidiaries ( WOS ) namely,

Sl. No. Name of Subsidiary	Registration No.	Place of Incorporation
1. Smartworks Office Services Private Limited	U74999DL2019PTC346564	India
2. Smartworks Stellar Services Private Limited	U74999UP2022PTC163307	India
3. Smartworks Tech Solutions Private Limited	U62099DL2019PTC347081	India
4. Smartworks Space Pte. Ltd.	202410446R	Singapore

Further, during the year, your Company divested its 15.74% stake in Clean Max Dos Private Limited. Consequently, Clean Max Dos Private Limited ceased to be an Associate Company of the Company in terms of Section 2(6) of the Act.

Also, Smartworks Space Pte. Ltd, WOS of the Company has acquired 100% shareholding in WorkStudio Spaces Pte. Ltd on July 06, 2026. Accordingly as on date of this report, WorkStudio Spaces Pte. Ltd has become step-down Subsidiary (SDS) of the Company.

Except as mentioned above, the Company does not have any other Subsidiary, Joint Ventures or Associate Companies as on March 31, 2026.

12. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT

The performance and financial position of each of the WOS are as follows:

A. INDIAN WHOLLY OWNED SUBSIDIARY

1. SMARTWORKS TECH SOLUTIONS PRIVATE LIMITED (SW TECH SOLUTIONS)

Corporate information

SW Tech Solutions was originally incorporated as Smartworks Coliving Private Limited as a private limited company under the Act, pursuant to a certificate of incorporation dated March 11, 2019, issued by the Registrar of Companies, Central Registration Centre. Subsequently, its name was changed to Smartworks Tech Solutions Private Limited pursuant to a shareholders resolution dated August 31, 2021. A fresh certificate of incorporation consequent upon change of name was issued by the Registrar of Companies, New Delhi on October 07, 2021. Its CIN is U62099DL2019PTC347081, and its registered office is situated at Unit No. 305-310, Plot No. 9, 10 & 11, Vardhman Trade Centre, Nehru Place, South Delhi, Delhi 110 019, India.

Nature of business

SW Tech Solutions is currently engaged in the business of providing software based booking systems integrated with the Companys application to facilitate office solutions, including meeting room management and booking, visitor management, and attendance management. The Company is also engaged in the trading of IT infrastructure and providing related support services.

Brief financial highlights

The total income of SW Tech Solutions for the Financial Year ended March 31, 2026 was Rs. 245.65 millions and the net profit after tax was Rs. 22.43 millions.

2. SMARTWORKS OFFICE SERVICES PRIVATE LIMITED (SW OFFICE SERVICES)

Corporate information

SW Office Services was incorporated as Smartworks Office Services Private Limited as a private limited company under the Act, pursuant to a certificate of incorporation dated February 26, 2019, issued by the Registrar of Companies, Central Registration Centre. Its CIN is U74999DL2019PTC346564, and its registered office is situated at Unit No. 305-310, Plot No. 9, 10 & 11, Vardhman Trade Centre, Nehru Place, South Delhi, Delhi 110 019, India.

Nature of business

SW Office Services was incorporated for the business of providing maintenance and housekeeping services to commercial and private properties and business houses and other ancillary services.

Brief financial highlights

The total income of SW Office Services for the Financial Year ended March 31,2026 was Rs.0.02 millions and the net loss was Rs.0.23 millions.

3. SMARTWORKS STELLAR SERVICES PRIVATE LIMITED (SW STELLAR SERVICES)

Corporate information

SW Stellar Services was incorporated as Smartworks Stellar Services Private Limited as a private limited company under the Act, pursuant to a certificate of incorporation dated April 28, 2022, issued by the Registrar of Companies, Central Registration Centre. Its CIN is U74999UP2022PTC163307, and its registered office is situated at World Trade Tower, Plot No. C-1, Section 16, Gautam Buddha Nagar, Noida 201 301, Uttar Pradesh, India.

Nature of business

SW Stellar Services was incorporated for the business of operating and maintaining co-working and serviced office spaces, meeting and training rooms and virtual offices and other ancillary services.

Brief financial highlights

The total income of SW Stellar Services for the Financial Year ended March 31,2026 was Rs.0.34 millions and the net loss was Rs.0.40 millions.

B. FOREIGN WHOLLY OWNED SUBSIDIARY

1. SMARTWORKS SPACE PTE. LTD.

Corporate information

Smartworks Space Pte. Ltd. is a foreign subsidiary and was incorporated as a private company on March 15, 2024, under the laws of Singapore with Registrar of Companies & Business Names, Accounting and Corporate Regulatory Authority, Singapore. Its UEN is 202410446R, and its registered office is situated at 1 Pickering Street, #08-00, Great Eastern Centre, Singapore 048 659, Republic of Singapore.

Nature of business

Smartworks Space Pte. Ltd. is currently engaged in the business of letting of self -owned or leased real estate property except food court, coffee shops and canteen.

Brief financial highlights

The total income of Smartworks Space Pte. Ltd for the Financial Year ended March 31, 2026 was Rs. 401.71 millions and the net profit after tax was Rs. 15.90 millions.

Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, as amended from time to time, a statement containing the details of performance and salient features of the financial statements of the Subsidiary Companies in Form AOC -1, is annexed to this Report as Annexure III .

In compliance with the provisions of Section 136 of the Act, the audited financial statements of WOS are uploaded on the Investor Relations section of the website of the Company at https:// www.smartworksoffice.com/investors/ .

The Company has adopted a policy for determining material subsidiaries pursuant to Regulation 16(1) (c) of the SEBI LODR Regulations which is available on the Investor Relations section of the website of Company at https://www.smartworksoffice.com/ investors/

However as on March 31, 2026, Smartworks Space Pte. Ltd. ceases to be a material subsidiary in line with the requirements of the SEBI LODR Regulations.

13. PARTICULARS OF LOAN TO DIRECTORS OR TO ENTITIES IN WHICH DIRECTORS ARE INTERESTED UNDER SECTION 185 OF THE ACT

During the Financial Year ended March 31, 2026, your Company has not given any loan to any Director or to entities in which Directors are interested under section 185 of the Act.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT

Details of loans and advances given, investments made or guarantees given or security provided as per the provisions of Section 186 of the Act during the Financial Year ended March 31, 2026 are given in the Note No. 47 and 9 forming part of the Standalone financial statements provided in the Annual Report.

The aggregate of loans guarantees given and investments made by the Company are within the limits prescribed and in compliance with Section 186 of the Act.

15. DETAILS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the Financial Year ended March 31, 2026, the Company had adopted a Policy on dealing with Related Party Transactions ( RPT Policy ) in compliance with Regulation 23 of the SEBI LODR Regulations. During the year under review, the Company did not enter into any related party transaction which could be considered material in accordance with the Companys Policy on Related Party Transactions ( RPT Policy ).

Accordingly, the disclosure of related party transactions in Form AOC-2 pursuant to Section 134(3)(h) of the Act, is not applicable.

The RPT Policy is available on the Investor Relations section of the website of the Company at https://www. smartworksoffice.com/investors/

All related party transactions entered into during the year were approved by the Audit Committee. Prior omnibus approval of the Audit Committee is obtained for related party transactions which are foreseen and are repetitive in nature. For further details of related party transactions during the year, please refer to the notes forming a part of the financial statements, attached to the Annual Report.

16. DEPOSITS

The Company has neither invited nor accepted any deposit from public under Section 73 and 76 of the Act read with Rules made thereunder. No amount of principal or interest was outstanding as on March 31, 2026, and there were no unclaimed or unpaid deposits lying with the Company during the year.

Accordingly, reporting of the provisions of Chapter-V of Act Acceptance of Deposits by Companies are not applicable to the Company.

17. STATUTORY AUDITORS

The existing Statutory Auditors - M/s. Deloitte Haskins & Sells LLP (Firm Registration No: 117366W/W-100018) Chartered Accountants, were re-appointed as Statutory Auditors of the Company in 9th (Ninth) Annual General

Meeting of the Company held on August 03, 2024, for a period of 5 (Five) Years, from the conclusion of 9 th (Ninth) Annual General Meeting of the Company till the conclusion of 14 th (Fourteenth) Annual General Meeting of the Company to be held for the Financial Year 2028-29 , pursuant to the provisions of Section 139 of the Act and rules made thereunder.

18. AUDITORS REPORT

The remarks of the Auditors are self-explanatory in nature and does not require any clarifications by the Board. The remarks of the Auditors are self-explanatory in nature and does not require any clarifications by the Board.

19. SECRETARIAL AUDITORS AND ITS REPORT

Pursuant to the provision of Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of the SEBI LODR Regulations and in line with the newly introduced requirements under the SEBI LODR Regulations, the Members of the Company in the 10 th AGM of the Company held on September 29, 2025, appointed M/s. SBYN & Associates LLP Company Secretaries (FRN: L2025UP018500) as Secretarial Auditor of the Company for a period of 5 (Five) consecutive years from the Financial Year 2025-26 to 2029-30, as per the recommendation of the Board and the Audit Committee, to conduct the Secretarial Audit of the Company.

M/s. SBYN & Associates LLP have conducted the Secretarial Audit of the Company for the Financial Year ended March 31, 2026.The report of the Secretarial audit in Form MR- 3 for the Financial Year ended March 31, 2026, is annexed to this Report as Annexure IV .

The report does not contain any qualification, reservation, adverse remark or disclaimer.

20. INTERNAL AUDITORS AND ITS REPORT

As per the provisions of Section 138 of the Act and Rules made thereunder, the Company has appointed M/s. Grant Thornton Bharat LLP as Internal Auditors for the Financial Year ended on March 31,2026.

The Internal Auditors reviewed the adequacy and operating effectiveness of the Companys internal control systems, processes and compliance mechanisms. Their observations and recommendations were placed before the Audit Committee for review and appropriate action.

The Internal Audit report does not contain any qualification, reservation, adverse remark or disclaimer.

121. SECRETARIAL AUDIT OF MATERIAL UNLISTED INDIAN SUBSIDIARY

The Company does not have any Material Unlisted Indian Subsidiary as defined under Regulation 16(1)(c) of the SEBI LODR Regulations during the Financial Year ended March 31,2026.

Accordingly, the requirement of conducting a Secretarial Audit of such a subsidiary under Regulation 24A of the SEBI LODR Regulations is not applicable to the Company for the said financial year.

122. WEBLINK OF ANNUAL RETURN OF THE COMPANY

Pursuant to requirement of Section 92(3), every company shall place a copy of the Annual Return on the website of the Company, if any, and the web link of the such annual return shall be disclosed in the Boards Report.

Accordingly, Annual Return in e-Form MGT-7 for the financial year shall be placed by the Company on the following URL of its website: https://www.smartworksoffice.com/investors/.

23. DETAILS OF THE BOARD MEETING

During the Financial Year ended March 31, 2026, the Board met 9 (Nine) times. The requisite quorum was present at all meetings. The maximum interval between any two meetings of the Board did not exceed 120 days.

Details of the meetings of the Board along with the attendance of the Directors therein have been disclosed in the Corporate Governance Report forming part of the Annual Report.

24. COMMITTEES OF THE BOARD

As on March 31, 2026, the Board had 6 (Six) Committees namely the Audit Committee, Nomination and Remuneration Committee, Risk Management Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Executive Committee.

The Company, after successful IPO process on the NSE and BSE on July 17, 2025, the Board of Directors were of the view that, with the conclusion of the IPO and completion of all related formalities, the purpose for which the IPO Committee was constituted stands fulfilled. Accordingly, the Initial Public Offer Committee ( IPO Committee ) was dissolved by the Board with effect from August 12, 2025.

A detailed note on the composition of the committees and other mandatory details is provided in the Corporate Governance Report forming part of this Annual Report.

The details of composition of committees are available on the website of your Company at https://www.smartworksoffice. com/investors/

25. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORTING (BRSR)

Your Company was listed on the Stock Exchanges on July 17, 2025 and subsequent to the close of the previous financial

year 2024-25, the Company adopted its ESG framework in April 2025.

In accordance with Regulation 34(2)(f) of the SEBI LODR Regulations, the requirement to submit a BRSR Report becomes applicable to the top 1000 listed entities by market capitalisation, as determined by the stock exchanges based on the average market capitalisation during the period from July 01 to December 31 of the preceding calendar year.

Based on the market capitalisation ranking prepared as on December 31, 2025 issued by National Stock Exchange of India ( NSE ), the Company has been included in the list of top 1000 listed entities and as per Regulation 3 of SEBI LODR Regulations, will be required to comply with the BRSR disclosures for Financial Year 2025-26. In line with the regulatory timelines, the Company has proactively put in place the necessary systems and processes to ensure compliance with these requirements.

The Business Responsibility & Sustainability Report ( BRSR ) of the Company for the Financial year ended March 31,2026, forms part of this Annual Report as required under Regulation 34(2)(f) of the SEBI LODR Regulations.

The Company remains committed to adopting responsible business practices and enhancing transparency in its Environmental, Social, and Governance (ESG) disclosures in the years ahead.

126. REVISION OF FINANCIAL STATEMENTS AND BOARD REPORT

During the Financial Year ended March 31, 2026, there was no revision of financial statements and Boards Report of the Company.

27. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has laid down adequate internal financial controls commensurate with the scale, size and nature of the business of the Company. The Company has in place adequate policies and procedures for ensuring the orderly and effective control of its business, including adherence to the Companys policies, safeguarding its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. Effectiveness of internal financial controls is ensured through management reviews, controlled self-assessment and independent testing by the Internal Auditor.

28. DIRECTORS AND KEY MANAGERIAL PERSONNEL OF THE COMPANY

I. The composition of the Board of the Company as on March 31, 2026 is as under:

Name of the Director	DIN	Designation
Mr. Atul Gautam	10641036	Chairman and Non-Executive Director
Mr. Neetish Sarda	07262894	Managing Director
Mr. Harsh Binani	07717396	Whole-Time Director
Mr. Virusangulam Kumarasamy Subburaj	02402775	Independent Director
Mr. Rajeev Rishi	03557148	Independent Director
Mrs. Pushpa Mishra	07898390	Independent Director
Mr. Ho Kiam Kheong	08661195	Non-Executive Director

Mr. Rajeev Krishnamuralilal Agarwal appointed as an Additional Independent Director in the Board Meeting held on June 25, 2026.

The Company has eminent individuals from diverse fields as Directors on its Board, who bring in the required skill, integrity, competence, expertise and experience that is required for making effective contribution to the Board. As on the date of this report, the Board comprised of Eight (8) Directors with an appropriate mix of Non-Executive Directors, Executive Directors and Independent Directors.

II. As on March 31,2026, Mrs. Punam Dargar is the Company Secretary and Compliance Officer and Mr. Sahil Jain is the Chief Financial Officer of the Company.

III. During the financial year 2025-26, there was following changes in the composition of the Board:

Sr. No Name	Designation	Appointment/ Resignation/ Change in designation	With Effect From
1. Mr. Ho Kiam Kheong	Additional Non-Executive Director	Change in designation	September 01,2025
2. Mr. Ho Kiam Kheong	Non-Executive Director	Appointment	September 29, 2025
3. Mr. Neetish Sarda	Managing Director	Reappointment	March 08, 2026

IV . Pursuant to the provisions of Section 152 of the Act, Mr. Atul Gautam (DIN: 10641036) is due to retire by rotation at the ensuing 11 th Annual General Meeting and being eligible, offer himself for re-appointment. The Board of Directors recommends his re-appointment to the Shareholders.

V . Pursuant to Section 161 of the Act, Mr. Rajeev

Krishnamuralilal Agarwal (DIN: 07984221) was

appointed as an Additional, Non-Executive Independent Director of the Company with effect from June 25, 2026, who will hold office up to the date of the ensuing 11 th (Eleventh) Annual General Meeting ( AGM ). Further, based on the request received from one of the Shareholders of the Company, Nomination and Remuneration Committee through its resolution dated August 22, 2026, has recommended to extend the proposed tenure of Mr. Rajeev Krishnamuralilal Agarwal (DIN: 07984221) as Non-Executive Independent Director of the Company, from 3 (three) years to 5 (five) consecutive years with effect from June 25, 2026.

The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, recommends his appointment to the Shareholders for a term of 5 (five) consecutive years.

VI. Pursuant to provisions of the Act, Mr. Dilip Deshmukh (DIN: 11699759) is proposed to be appointed as a

Non-Executive Independent Director by the of the Company for a term of 3 years with effect from date of the ensuing 11 th Annual General Meeting, pursuant to the approval of the Shareholders at the said Annual General Meeting ( AGM ).

Further, based on the request received form one of the Shareholders of the Company, Nomination and Remuneration Committee through its resolution dated August 22, 2026, has recommended to extend the tenure of Mr. Dilip Deshmukh (DIN: 11699759) as NonExecutive Independent Director of the Company, from 3 (three) years to 5 (five) consecutive years with effect from date of the ensuing 11 th Annual General Meeting. The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, has recommended his appointment to the Shareholders for a term of 5 (five) consecutive years.

29. INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

As on March 31,2026, your Company has Mr. Virusangulam Kumarasamy Subburaj, Mr. Rajeev Rishi and Mrs. Pushpa Mishra as Independent Directors of the Company and Mr. Rajeev Krishnamuralilal Agarwal, as on this report. The Brief Profile of them is stated below:

Mr. Virusangulam Kumarasamy Subburaj is an Independent Director of your Company. He holds a bachelors and masters degree in science with specialisation in agriculture from Tamil Nadu Agricultural University, Tamil Nadu, and a doctor of philosophy in agriculture from Gandhigram Rural University, Tamil Nadu. He was an IAS officer and served as the secretary to the Department of Pharmaceuticals, Ministry of Chemicals and Fertilisers, Government of India. He has over 33 years of experience in administration services in various Ministries of the Government of India. He has also been a technical member on the National Company Law Tribunal, New Delhi. He has been associated with our Company since 2024.

Mr. Rajeev Rishi is an Independent Director of your Company. He holds a bachelors degree in arts and a bachelors degree in law from Panjab University, as well as a diploma in advanced human resource management from Ross School of Business, University of Michigan, USA. He is a member of the Indian Institute of Banking. He has previously been associated with Indian Banks Association, Oriental Bank of Commerce, Central Bank of India, and YES Trustee Limited. He has more than 37 years of experience in the banking sector of India and has been associated with our Company since 2024.

Mrs. Pushpa Mishra is an Independent Director of your Company. She holds a bachelors degree in law from the University of Calcutta. She has been enrolled with the Bar Council of West Bengal since November 19, 1997. She has experience in the fields of commercial law, company law, arbitration law, constitutional law and other allied laws. She has been associated with our Company since 2024.

Mr. Rajeev Krishnamuralilal Agarwal is an Additional Independent Director of your Company. He is an Engineering graduate from I.I.T, Roorkee, is a distinguished former Indian Revenue Service (IRS) officer of the 1983 batch, with over three decades of experience in taxation, enforcement, financial regulation, and capital markets, including serving as Whole Time Member of SEBI (2011-2016) and Member of the Forward Markets Commission (2005-2011) and held various senior positions in the Income Tax Department over a career spanning nearly three decades.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, skills, experience and expertise and they hold highest standards of integrity (including the proficiency) and fulfils the conditions specified in the Act and SEBI LODR Regulations and are independent of the management.

the Act , Rule 6(3) of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and Regulation 16(1)(b) of the SEBI LODR Regulations.

ii. they have complied with the code for independent directors prescribed under Schedule IV to the Act

iii. they have registered themselves with the independent directors database maintained by the Indian Institute of Corporate Affairs in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014;

iv. they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.

31. FORMAL ANNUAL EVALUATION

The annual evaluation process of Individual Directors (Including Chairman & Independent Directors), the Board and Committees was conducted based on the identified process and criteria approved by the Nomination and Remuneration Committee and in accordance with the provisions of the Section 134 of the Act and the SEBI LODR Regulations.

The evaluation is based on parameters like level of participation of the Directors, understanding of the roles and responsibilities of Directors, understanding of the business and competitive environment in which the Company operates, understanding of the strategic issues and challenges for the Company, etc. The performance of the Independent Directors is also evaluated taking into account the time devoted, strategic guidance to the Company, advice given for determining important policies, external expertise provided and independent judgment that contributes objectively to the Boards deliberation.

All the Directors have completed their annual evaluation using the tool, and a summary report of feedback generated from the tool was sent to the Chairman of the Board and NRC Committee.

The feedback indicated overall satisfactory performance by the Board, Committees, and Individual Directors.

For the year ended March 31,2026, evaluations of the Board, Committees, and Individual Directors were conducted and questionnaires containing various performance evaluation criteria were taken note and approved by the respective Committees and the Board.

30. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUBSECTION (6) OF SECTION 149 OF THE ACT

our Company has received declarations from all ndependent Directors confirming that:

they meet and continue to meet the criteria of independence as prescribed under Section 149(6) of

32. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 (5) of the

Act, your directors confirm that:

i) In the preparation of the annual accounts for the year ended March 31, 2026, the applicable accounting standards had been followed and there is no material departure from the same;

ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit and loss of the Company for that period;

iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the directors have prepared the annual accounts on a going concern basis.

v) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively ensuring the orderly and efficient conduct of its business including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information and

vi) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

33. CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 (3) (m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 annexed to this Report as Annexure V.

FOREIGN EXCHANGE EARNINGS & OUTGO During the Financial Year ended March 31, 2026, the Company has earned Rs. Nil (PY. Rs. Nil) foreign exchange and the outgo on foreign exchange was Rs. 10.24 millions (P.Y. Rs. Nil).

Other than above, during the year under review your company has remitted Rs. 933.45 millions to Space Solutions (India) Pte Ltd. against offer for sale of shares.

134. WHISTLE BLOWER POLICY/ VIGIL MECHANISM POLICY

Your Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177(9) of the Act and Regulation 22 of SEBI LODR Regulations, to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation. The vigil mechanism of your Company provides for adequate

safeguards against victimisation of whistle blowers who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.

The said policy is uploaded on the website of your Company at https://www.smartworksoffice.com/investors/

During the Financial Year ended March 31, 2026, your Company has not received any complaints under the vigil mechanism.

35. COMPANY S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

Pursuant to Section 178(3) of the Act, your Company has framed a policy on Directors and KMPs appointment and remuneration and other matters (Nomination and Remuneration Policy) which is available on the website of your Company at- https://www.smartworksoffice.com/ investors/

The Nomination and Remuneration Policy for selection of Directors and determining Directors independence sets out the guiding principles for the Nomination and Remuneration Committee for identifying the persons who are qualified to become the Directors.

Your Companys Remuneration Policy is directed towards rewarding performance based on review of achievements. The Remuneration Policy is in consonance with the existing industry practice and covers the following aspects relating to appointment, removal, retirement, tenure and remuneration to Managing Directors and WholeTime Directors, Non-Executive Director and Independent Directors, Key Managerial Personnel, Senior Management and Employees. We affirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy.

During the year, there were no changes to the Nomination and Remuneration Policy.

36. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE

In terms of the provisions of Section 197 (12) of the Act, read with rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the Top ten employees in terms of Remunerations drawn and name and other particulars of the Employees drawing remuneration in excess of the limit set out in the said rule forms part of this Report. Disclosure relating to remuneration and other details as required under section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report.

Having regards to the provision of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the above aforesaid information is being sent to the Members of the Company. Any members interested in obtaining such information may send an email to companysecretary@sworks.co.in.

137. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Board had constituted the Risk Management Committee. The composition of Risk Management Committee is given in the Corporate Governance Report, forming part of the Annual Report. Further, pursuant to Section 134(3)(n) of the Act and Regulation 17(9) of SEBI LODR Regulations, the Company has formulated and adopted the Risk Management Policy inter-alia including the details/ process about identification of elements of risks of any, which in the opinion of the Board may threaten the existence of the Company.

The aforesaid Risk Management Policy as amended, is available on the website of your Company at- https://www. smartworksoffice.com/investors/ .

138. STATEMENT OF DEVIATION(S) OR VARIATION(S)

In accordance with Regulation 32(4) of the SEBI LODR Regulations, the Company confirms that there has been no deviation or variation in the utilisation of the proceeds raised through the issue of securities from the objects stated in the offer document during the Financial year ended March 31, 2026.

Accordingly, the Statement of Deviation(s) or Variation(s), as reviewed by the Audit Committee and placed before the Board of Directors on a quarterly basis, indicates Nil deviation or variation in the utilisation of such proceeds.

39. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUBSECTION (12) OF SECTION 143 OF THE ACT OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

During the year under review, neither the Statutory Auditors, the Secretarial Auditor nor the Internal Auditors have reported to the Board, under Section 143(12) of the Act, any instance of fraud committed against the Company by its officers or employees.

40. MAINTENANCE OF COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable for the business activities carried out by the Company.

41. SIGNIFICANT ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

142. COMPLIANCE OF SECRETARIAL

STANDARDS

In accordance with Section 118 of the Act, the Company has complied with all applicable provisions of Secretarial Standard-1 on Board Meetings and Secretarial Standard-2 on General Meetings, as issued by the Institute of Company Secretaries of India during the Financial Year ended March 31, 2026.

43. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND

REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Committee (IC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is the summary of sexual harassment complaints received and disposed off during the Financial Year ended March 31, 2026:

No. of complaints received : One

No. of complaints disposed off : One

No. of complaints pending beyond 90 days : NIL

144. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility Policy as approved by the Board is available on the website of the Company at https://www.smartworksoffice.com/investors/

During the financial year ended March 31, 2026, although the Company met the threshold criteria of turnover as prescribed under Section 135 of the Act, the Company has incurred an average net loss during the three immediately preceding financial years. Accordingly, the amount required to be spent towards CSR was NIL, and the provisions relating to CSR spending were not applicable to the Company during the year under review. Applicable disclosures required under Section 135 read with rules are disclosed in the Corporate Governance Report annexed to the Board Report.

The CSR Policy covers the following aspects relating to constitution of CSR Committee, Meeting, CSR Implementation, CSR Budget and Expenditure, Annual

Action Plan, Disclosure, Impact Assessment and Monitoring Mechanism.

During the year, amendments were made to the Corporate Social Responsibility Policy with respect to conduct of CSR meetings, in the Board Meeting dated April 7, 2025. CSR Annual Report to the extent applicable forms part of this Report as Annexure - VI.

45. DETAILS OF PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no insolvency proceedings filed against the Company, under the Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or other Courts as on March 31,2026.

46. DETAILS OF ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS/ FINANCIAL INSTITUTIONS

The Company serviced all the debts & financial commitments as and when they became due and no settlements were entered into with the bankers.

47. GREEN INITIATIVE

Circulating the copy of the Annual Report in electronic form to all members whose email addresses are available with the Company. Your Company appeals to other members to also register themselves to receive the Annual Report in electronic form. Your Company has adopted a green

initiative to minimise the impact on the environment. The Company has been circulating the copy of the Annual Report in electronic form to all members whose email addresses are available with the Company.

48. OTHER DISCLOSURES

A. Confirmation for compliance with Maternity Benefit

Act 1961 - The Company hereby confirms that it is in full compliance with the provisions of the Maternity Benefit Act 1961.

B. Transfer of unclaimed dividend to investor education and protection fund - No amount is required to be transferred to Investor Education and Protection Fund (IEPF) pursuant to Section 124(5) of the Act.

C. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees

D. Neither the Managing Director nor the Wholetime Directors of the Company receive any remuneration or commission from any of its subsidiaries.

E. The Company does not have any shares in unclaimed suspense demat account

49. ACKNOWLEDGEMENT

Your Directors place on record their earnest appreciation for the unstinted commitment, dedication, hard work and significant services rendered by the employees, bankers and other stakeholders of the Company

For and on behalf of the Board of Directors
For Smartworks Coworking Spaces Limited
NEETISH SARDA	HARSH BINANI
Managing Director	Whole-Time Director
DIN: 07262894	DIN:07717396
Date: August 24, 2026	Date: August 24, 2026
Place: Gurugram	Place: Gurugram