2) BRIEF DESCRIPTION OF THE STATE OF
COMPANY''S PERFORMANCE DURING THE
YEAR

We are a leading provider of flexible workspace
solutions with a rapidly growing presence across
India and during the year, we added 41 new centres
and 30K operational seats, expanding our signed
network to 266 centres with ~184K seats across 18
cities spanning Tier 1 and Tier 2 markets, serving a
diversified client base of ~3.5K customers.

Established with the vision to redefine how the
nation works, we have evolved into a fully integrated
workspace solutions platform. Our comprehensive
suite of services include coworking spaces, managed
offices, design & build services, enterprise-grade
allied offerings and integrated technology offerings.

Our strength is rooted in our expertise in serving a
diverse client base, ranging from large corporates
and GCCs to start-ups and freelancers, with
solutions tailored to their scale, geography and
functional requirements.

During the Financial Year under review, the Company
continued to demonstrate strong operational and

financial performance driven by sustained business
growth and execution of its strategic objectives.

On a consolidated basis, revenue from operations
increased to J 14,934.84 million in FY 2025-26 from J
12,075.35 million in FY 2024-25, registering a growth
of 23.68%. Profit before tax stood at J 722.51 million
in FY 2025-26 as compared to J 687.60 million in
the previous Financial Year, registering a growth of
5.08%. Profit after tax stood at J 708.53 million as
against J 678.70 million in FY 2024-25, reflecting a
growth of 4.39%.

On a standalone basis, revenue from operations
increased to J 12,294.43 million in FY 2025-26 from
J 9,248.89 million in FY 2024-25, reflecting a growth
of 32.93%. Profit before and after tax stood including
discontinuing operations at J 667.87 million as
compared to J 655.61 million in the previous financial
year, registering a growth of 1.87%.

The Company''s consolidated total comprehensive
income for FY 2025-26 stood at J 708.59 million
as compared to J 673.47 million in FY 2024-25,
registering a growth of 5.21%. Standalone total
comprehensive income stood at J 667.93 million

as against J 650.38 million in the previous Financial
Year, reflecting a growth of 2.70%.

The financial performance of the Company has
been discussed in greater detail in the Management
Discussion and Analysis Report, which forms an
integral part of this Annual Report.

During the Financial Year under review, there was no
change in the nature of business of the Company.

3) MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

Pursuant to Regulation 34 of the Securities and
Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015
(hereinafter referred to as "the SEBI LODR Regulations"),
the Management Discussion and Analysis Report for
the FY 2025-26, has been presented in a separate
section forming part of this Annual Report.

4) BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

Pursuant to Regulation 34(2) (f) of the SEBI LODR
Regulations, the Business Responsibility and
Sustainability Report ("BRSR") of the Company for
the Financial Year ended March 31, 2026, forms an
integral part of this Annual Report.

During the year under review, the BRSR requirements
became applicable to the Company. The Company
has accordingly aligned its reporting processes with
the applicable regulatory framework and presents
its BRSR disclosures as part of this Annual Report.

The Company remains committed to creating
sustainable value for all its stakeholders through
responsible business conduct, sound governance
practices and environmentally and socially
responsible business operations.

5) CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the
highest standards of Corporate Governance and
adheres to the Corporate Governance requirements
prescribed under the SEBI LODR Regulations and
other applicable laws. The Company believes that
a strong governance framework, founded on the
principles of integrity, transparency, accountability
and ethical business conduct, is essential for
creating sustainable value for all stakeholders.

The Report on Corporate Governance as stipulated
under the SEBI LODR Regulations forms an integral
part of this Annual Report.

Acertificate from Mr. Rupinder Singh Bhatia, Practicing
Company Secretary, confirming compliance with the
conditions of corporate governance as stipulated
under the SEBI LODR Regulations, is annexed to the
Corporate Governance Report as Annexure-1.

6) 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. May 30, 2024, and the
Company''s shares are compulsorily tradable in
electronic form. The annual listing fees for FY 2026¬
27 has been paid to both the Stock Exchanges

i.e. BSE and NSE.

b) AUTHORIZED, ISSUED, SUBSCRIBED AND PAID-
UP CAPITAL

The Authorized Share Capital of the Company is INR
5,03,83,21,040 (Indian Rupees Five Hundred Three
Crore Eighty-Three Lakhs Twenty-One Thousand
and Forty only) consisting of 10,28,22,434 (Ten Crore
Twenty-Eight Lakhs Twenty-Two Thousand Four
Hundred and Thirty-Four) Equity Shares of INR 10
(Indian Rupees Ten only) each, 3,98,21,715 (Three
Crore Ninety Eight Lakhs Twenty One Thousand
Seven Hundred and Fifteen) Preference Shares of
INR 100 (Indian Rupees One Hundred only) each and
27,92,520 (Twenty Seven Lakhs Ninety Two Thousand
Five Hundred and Twenty) Preference Shares of INR
10 (Indian Rupees Ten only) each.

As on March 31, 2026, the Issued, Subscribed and
Paid-Up Capital of the Company is INR 71,54,04,910
(Indian Rupees Seventy-One Crore Fifty-Four Lakhs
Four Thousand Nine Hundred and Ten) divided
into 7,15,40,491 (Seven Crore Fifteen Lakhs Forty
Thousand Four Hundred and Ninety-One) Equity
Shares of INR 10 (Indian Rupees Ten Only) each.

c) CHANGE IN SHARE CAPITAL
During the year, under review:

(i) The Company allotted 3,31,598 equity shares of
J 10 each to eligible employees upon exercise
of stock options under the Employee and
Director Stock Option Scheme, 2015 ("EDSOP
2015") Scheme on May 27, 2025, which were
available for trading on NSE and BSE effective
from June 11, 2025.

(ii) The Company allotted 2,14,497 equity shares
of J 10 each to employees upon exercise of
stock options under the EDSOP 2015 Scheme
on September 11, 2025, which were available
for trading on NSE and BSE effective from
September 22, 2025.

(iii) The Company allotted 31,450 equity shares
of J 10 each to employees upon exercise of
stock options under the EDSOP 2015 Scheme
on February 09, 2026, which were available
for trading on NSE and BSE effective from
February 24, 2026.

As a result of above, the Paid-up Share
Capital of the Company increased from INR
70,96,29,460/- divided into 7,09,62,946 equity

shares of INR 10/- each to INR 71,54,04,910 divided
into 7,15,40,491 equity Shares of INR 10/- each.

Further, the Company allotted 22,695 equity
shares of J 10 each to employees upon exercise
of stock options under the EDSOP 2015 Scheme
on May 25, 2026, which were available for trading
on NSE and BSE effective from June 11, 2026.

d) BUY BACK OF SECURITIES

No buyback of shares from the shareholders was
made during the year under review.

e) EQUITY SHARES WITH DIFFERENTIAL RIGHTS
AND SWEAT EQUITY SHARES

During the Financial Year under review, the Company
did not issue any equity shares with differential
rights as to dividend, voting or otherwise or any
sweat equity shares. Accordingly, the disclosure
requirements prescribed under the Companies Act,
2013 (hereinafter referred to as "the Act") and the
rules made thereunder are not applicable.

f) EMPLOYEE STOCK OPTION SCHEME

With a view to attracting, motivating, rewarding
and retaining talent and aligning the interests
of employees with the long-term growth and
performance of the Company, the Company
has implemented the following share-based
employee benefit schemes for the benefit of eligible
employees and directors of the Company and its
subsidiary companies:

• Awfis Space Solutions Limited - Employee and
Director Stock Option Plan, 2015; and

• Awfis Space Solutions Limited -
Employee Stock Option Scheme, 2024
(collectively referred to as the "Schemes").

The Schemes are administered in accordance with
the provisions of the SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021
(''SBEB Regulations”).

The certificate from the Secretarial Auditor of the
Company certifying that the Schemes have been
implemented in accordance with the SBEB Regulations
and the resolutions passed by the Members of the
Company is available for inspection is provided at
website of the Company athttps://www.awfis.com/
investor-relations/initial-public-offer/disclosure-
under-regulation-46-of-SEBI-LODR.

During the Financial Year under review, there was no
material change in the Schemes and the Schemes
continued to be in compliance with the applicable
provisions of the SBEB Regulations.

The disclosures required under Regulation 14 of the
SBEB Regulations is annexed as Annexure-2.

7) AUDITORS AND AUDITORS'' REPORT

a. Statutory Auditor

M/s. Walker Chandiok & Co. LLP, Chartered Accountants
(ICAI Firm Registration No.: 001076N/N500013),
Chartered Accountants, were appointed as the statutory
auditors of the Company, to hold office for the first term
of five consecutive years from the conclusion of the
10^th Annual General Meeting of the Company held
on September 27, 2024 until the conclusion of the
15^th Annual General Meeting of the Company to be
held in the year 2029, as required under Section
139 of the Act read with the Companies (Audit and
Auditors) Rules, 2014.

The Statutory Auditors of the Company have not
reported any incidence of fraud as specified under
Section 143(12) of the Act.

The Auditors'' Report does not contain any
qualification, reservation or adverse remark, etc.
Further, the Auditors'' Report read along with notes to
accounts is self-explanatory and therefore does not
call for further comments.

b. Secretarial Auditors

Mr. Rupinder Singh Bhatia, Practicing Company
Secretary, (COP No. 2514) (Peer Review No:
1496/2021), was appointed as Secretarial Auditor
of the Company to conduct Secretarial Audit for
a period of five consecutive years, commencing
from April 1, 2025 to March 31, 2030, pursuant to the
provisions of Regulation 24A of SEBI LODR Regulations
read with Section 204 of the Companies Act, 2013 or
such other applicable provisions, if any.

Secretarial Audit Report, in prescribed Form No.
MR-3, is annexed to this Report as Annexure-3 and
does not contain any qualification, observation,
reservation or adverse remark.

The Secretarial Auditors of the Company have not
reported any incidence of fraud as specified under
Section 143(12) of the Act.

Additionally, in compliance with Regulation 24A of
the SEBI LODR Regulations, the Annual Secretarial
Compliance Report for the FY 2025-26, issued
by Mr. Rupinder Singh Bhatia, Secretarial Auditor
of the Company, was timely filed with the stock
exchanges. This report pertains to the Company''s
adherence to the Securities and Exchange Board of
India Act, 1992, the Securities Contracts (Regulation)
Act, 1956, and the Rules, Regulations, Circulars,
and Guidelines issued thereunder, as applicable.
The Annual Secretarial Compliance Report is
available on the Company''s website at provided
at website of the Company at https://www.awfis.
com/images/reports/miscellaneous/Intimation
ASCR Signed.pdf.

c. Internal Auditors

As per the provisions of Section 138 of the
Companies Act, 2013 and Rules made thereunder,

As on March 31, 2026, the Board comprised six (6)
Directors and had an optimum combination of
Executive, Non-Executive and Independent Directors
in compliance with the provisions of the Act and the
SEBI LODR Regulations. The Independent Directors
have submitted declarations confirming that they
meet the criteria of independence prescribed under
Section 149(6) of the Companies Act, 2013 and
Regulation 16(1)(b) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.
Further they have also confirmed that :

(a.) they have complied with the code for
independent directors prescribed under
Schedule IV to the Act;

(b.) they have registered themselves with the
independent director''s 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;

10) 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 Company''s 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. Based
on the results of management reviews, independent
audits and the Audit Committee review, the Board
is of the opinion that the internal financial controls
were adequate and operating effectively throughout
the Financial Year under review.

(c.) 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.

In the opinion of the Board, all the Independent
Directors fulfil the conditions specified under the Act
and the SEBI LODR Regulations and are independent
of the management. Further, the Board is of the
opinion that the Independent Directors possess
the requisite integrity, expertise, experience and
proficiency required to effectively discharge their
duties and responsibilities.

None of the Directors of the Company are disqualified
as per the provisions of Section 164 of the Act. The
Directors have made necessary disclosures, as
required under various provisions of the Act, and the
SEBI LODR Regulations.

(ii) Appointment/Resignation of Directors

Mr. Arjun Shanker Bhartia ceased to be the Director
of the Company upon tendering his resignation from

the position of Non-Executive Non-Independent
Director effective from April 09, 2026.

In accordance with the provisions of Section 152(6)
of the Companies Act, 2013 read with the Companies
(Appointment and Qualification of Directors) Rules,
2014 and the Articles of Association of the Company,
Mr. Amit Ramani, Chairman and Managing Director
of the Company (DIN: 00549918) is liable to retire
by rotation at the ensuing Annual General Meeting
("AGM") of the Company scheduled to be held on
September 21, 2026, and being eligible has offered
himself for re-appointment.

Further, based on the recommendation of the
Nomination and Remuneration Committee, the
Board of Directors of the Company, appointed
Mr. Abhishek Poddar (DIN: 00031175) as an Additional
and Independent Director of the Company with
effect from July 01, 2026, pursuant to Section 161 of
the Companies Act, 2013, to hold office up to the
date of this Annual General Meeting and, subject to
the approval of the members of the Company, as an
Independent Director, not liable to retire by rotation,
for a term of five consecutive years commencing
from July 01, 2026 and ending on June 30, 2031.

Accordingly, a Special Resolution seeking
approval of the members for the appointment of
Mr. Abhishek Poddar as an Independent Director of
the Company for a term of five consecutive years
commencing from July 01, 2026 and ending on June
30, 2031, is included in the Notice convening this
Annual General Meeting.

(iii) Appointment/Resignation of Key Managerial
Personnel ("KMP”)

In accordance with the provisions of Sections 2(51),
203 of the Act read with Companies (Appointment
and Remuneration of Managerial Personnel)
Rules, 2014, the following were the Key Managerial
Personnel of the Company as on March 31, 2026:

1. Mr. Amit Ramani - Chairperson & Managing Director

2. Mr. Sumit Lakhani - Chief Executive Officer

3. Ms. Shweta Gupta - Company Secretary and
Compliance Officer

4. Mr. Sumit Rochlani - Chief Financial Officer

Following were the notable changes in the KMP''s
of your Company:

Cessations:

Mr. Amit Kumar resigned from the position of
Company Secretary and Compliance Officer of the
Company with effect from September 29, 2025.

Further, Mr. Ravi Dugar resigned from the position of
Chief Financial Officer of the Company with effect
from February 02, 2026.

Appointments:

On the Further recommendation of NRC, the Board
of Directors at its meeting held on May 26, 2025,
appointed Mr. Sumit Lakhani as Chief Executive
Officer of the Company w.e.f. May 26, 2025.

Further on the recommendation of NRC, the Board
of Directors at its meeting held on September 26,
2025, appointed Ms. Shweta Gupta as Company
Secretary and Compliance Officer of the Company
w.e.f. September 30, 2025.

Further, on the recommendation of NRC, the Board
of Directors at its meeting held on January 05, 2026,
appointed Mr. Sumit Rochlani as Chief Financial
Officer of the Company w.e.f. February 03, 2026.

12) DIRECTOR''S RESPONSIBILITY STATEMENT

In terms of the provisions of Section 134(3)(c) read
with 134(5) of the Act, your Directors state that:

a) In the preparation of the Annual Accounts for
the Financial Year ended March 31, 2026, the
applicable Accounting Standards had been
followed and there are no material departures
from the same;

b) 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 ended March
31, 2026, and of the Profit of the Company
for that period;

c) The Directors had taken proper and sufficient
care for the maintenance of adequate
accounting records in accordance with the
provisions of Act for safeguarding the assets of
the company and for preventing and detecting
fraud and other irregularities;

d) The Directors had prepared the Annual
Accounts on a going concern basis;

e) 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 Company''s 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

f) The Directors had devised proper systems to
ensure compliance with the provisions of all
applicable laws and that such systems were
adequate and operating effectively.

13) BOARD EVALUATION

Pursuant to the provisions of the Act and the SEBI
LODR Regulations, the Board carried out an annual
evaluation of its own performance, the performance
of its committees and individual Directors, including
Independent Directors.

The evaluation was conducted through a structured
process by seeking inputs from all Directors and
was based on various parameters, including the
composition and structure of the Board and its
Committees, effectiveness of Board processes,
conduct of Board meetings, governance and
compliance oversight, risk management,
stakeholder value creation, Board-Management
engagement, performance of the Management
and the contribution and participation of
individual Directors.

In accordance with the provisions of Schedule
IV to the Companies Act, 2013 and the SEBI LODR
Regulations, the Independent Directors, at their
separate meeting reviewed the performance of the
Non-Independent Directors, including the Chairman,
the Board as a whole and its committees. The
Independent Directors also evaluated the quality,
quantity and timeliness of the flow of information
between the Management and the Board, which
is necessary for the Board to effectively discharge
its duties and responsibilities, and expressed their
satisfaction in this regard.

The performance of the individual Directors, including
the Independent Directors was evaluated by the
entire Board, excluding the Director being evaluated.

The feedback received through the evaluation
process was reviewed by the NRC and the Board.
Based on the outcome of the evaluation, the
Board concluded that it and its committees were
functioning effectively, and that the Directors
continued to make valuable contributions to the
governance, oversight, and strategic direction
of the Company.

The Board was satisfied with the overall effectiveness
of its performance and that of its committees and
individual Directors.

14) NUMBER OF BOARD MEETINGS

During the period under review, the Board met 9
(nine) times. 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 this Annual Report.

15) COMMITTEES OF THE BOARD

In line with the requirements of the Act, the SEBI
LODR Regulations and the Company’s commitment
to sound corporate governance practices, the Board
has constituted various Committees to assist it in
the efficient discharge of its responsibilities and to
provide focused oversight on specific areas of the
Company’s operations and governance framework.

The Committees of the Board oversee, inter
alia, matters relating to financial reporting and
controls, risk management, nomination and
remuneration, stakeholder relations, corporate
social responsibility and other business-critical
matters. These Committees operate within clearly
defined terms of reference approved by the
Board and regularly report their deliberations and
recommendations to the Board.

As on March 31, 2026, the Company had the following
Committees of the Board:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders’ Relationship Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

• IPO Committee

• Management Committee

The details relating to the composition of the
Committees, meetings held during the year, and
attendance of members thereat are provided in the
Report on Corporate Governance forming part of
this Annual Report.

Further, all recommendations made by the Board
Committees as applicable, were duly reviewed and
accepted by the Board.

The details of composition of committees are
provided at website of the Company athttps://
www.awfis.com/investor-relations/initial-public-
offer/composition-of-committees.

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

During the period under review, your company has
not given any loan to any Director or to entities
in which Directors are interested under section
185 of the Act.

17) loan(s), guarantee(s) or
INVESTMENT(S) AS PER SECTION 186
COMPANIES ACT, 2013

The Company has not granted loans, guarantees or
investments to parties covered under section 186 of
the Act, except as provided in note no. 7 forming part
of the standalone financial statements provided in
the Annual Report.

18) VIGIL MECHANISM AND WHISTLE BLOWER
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 of the Companies Act, 2013 and

Regulation 22 of SEBI LODR Regulations, to facilitate
reporting of genuine concerns about unethical
or improper activity, without fear of retaliation.
The vigil mechanism of your Company provides
for adequate safeguards against victimization 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 provided at website of the
Company athttps://www.awfis.com/investor-
relations/initial-public-offer/statutory-policies.

During the year under review, your Company has not
received any complaints under the vigil mechanism
and accordingly, there was no instance of denying
the access to the Chairman of the Audit Committee.

19) COMPANY''S POLICY RELATING TO
DIRECTORS'' APPOINTMENT, PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR
DUTIES

Pursuant to the provisions of Section 178(3) of
the Act and the applicable provisions of the SEBI
LODR Regulations, the Company has in place a
Nomination and Remuneration Policy ("NRC Policy"),
which provides a framework for the appointment,
remuneration, evaluation, succession planning
and removal of Directors, Key Managerial Personnel
(''KMP'') and Senior Management Personnel ("SMP").

The NRC Policy, inter alia, lays down the criteria
for determining qualifications, skills, expertise,
experience, positive attributes and independence
of Directors and provides for an objective and
transparent framework for the appointment and
remuneration of Directors, KMP and SMP. The Policy
is designed to ensure that the level and composition
of remuneration is reasonable, sufficient and linked
to individual performance, responsibilities, industry
practices and the long-term interests of the
Company and its stakeholders.

The Policy also provides for Board diversity, succession
planning for Directors and Senior Management
Personnel, annual performance evaluation of the
Board, its committees and individual Directors, and
the criteria for evaluating the performance and
continued independence of Independent Directors.

The Nomination and Remuneration Committee
identifies and recommends individuals possessing
the requisite integrity, qualifications, expertise
and experience for appointment to the Board
and senior leadership positions and reviews
the implementation of the succession planning
framework from time to time.

The Nomination and Remuneration Policy is
provided at website of the Company athttps://
www.awfis.com/investor-relations/initial-public-
offer/statutory-policies.

The Company affirms that the remuneration paid
to the Directors, KMP and SMP is in accordance with
the provisions of the aforesaid Policy. During the
Financial Year under review, no changes were made
to the Nomination and Remuneration Policy.

20) DEVELOPMENT AND IMPLEMENTATION OF
RISK MANAGEMENT POLICY

The Company has established a risk management
framework to identify, assess, monitor and mitigate
risks that may impact the achievement of its strategic,
operational, financial and compliance objectives.

The Board has 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 the SEBI LODR Regulations, the
Company has formulated and adopted the Risk
Management Policy which provides a structured
framework for identification, assessment, monitoring
and mitigation of risks across the organization.
The framework is designed to promote a proactive
approach towards risk management and supports
informed decision-making, business continuity and
sustainable value creation.

This Risk Management Policy is applicable to all the
functions, departments and geographical locations
of the Company. The purpose of this policy is to
define, design and implement a risk management
framework across the Company to identify, assess,
manage and monitor risks. Aligned to this, purpose
is also to identify potential events that may affect
the Company and manage the risk within the
risk appetite and provide reasonable assurance
regarding the achievement of the Company''s
objectives and business continuity.

Based on the assessment carried out during the
year under review, the Board is of the opinion that
there are no material risks which may threaten the
existence of the Company.

21) DISCLOSURE UNDER THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013:

Your Company has zero-tolerance policy towards
cases of sexual harassment at workplace.
Accordingly, an Internal Committee has been
constituted, having female Chairperson, also a
member of our senior management team and
an external female member who is a lawyer. The
Internal Committee ensures that all matters are
resolved in a timely manner.

There is a robust internal mechanism and policy on
''Prevention of Sexual Harassment at Workplace'' to
deal with such matters. All employees are sensitized
to the policy right from the day of employment. We
also conduct awareness programs for employees
on the policy and have awareness posters with
details of how to report a complaint along with the
details of the Internal Committee members, which
are displayed across all our working locations. The
Internal Committee ensures that all cases reported
are resolved in a timely manner, in accordance
with the POSH Act.

All investigations are handled in a very objective,
sensitive, and fair manner without attaching any
prima-facie guilt to the respondent merely upon
receipt of a complaint against the employee
and utmost confidentiality is maintained while
handling these matters.

22) A STATEMENT BY THE COMPANY WITH
RESPECT TO THE COMPLIANCE OF THE
PROVISIONS RELATING TO THE MATERNITY
BENEFIT ACT, 1961

The Company is committed to ensuring compliance
with all applicable provisions of the Maternity
Benefit Act, 1961 (''MB Act''), which aims to protect the
employment rights of women during the maternity
period and provide for maternity leave, benefits, and
other related rights.

During the Financial Year under review, the Company
has fully complied with the provisions of the MB
Act, including amendments made thereunder. The
Company has ensured that the eligible women
employees are granted maternity leave and
benefits in accordance with the Act. In addition,
the Company has also taken necessary measures
to provide a safe and supportive work environment
for women employees as mandated under Section
11A of the MB Act.

The Board reaffirms the Company''s commitment to
the well-being and welfare of its women employees
and shall continue to ensure strict adherence to the
provisions of the MB Act.

23) CORPORATE SOCIAL RESPONSIBILITY
(CSR)

The Company has adopted a Corporate Social
Responsibility Policy ("CSR Policy"), which is
provided at website of the Company athttps://
www.awfis.com/investor-relations/initial-public-
offer/statutory-policies.

The CSR Policy provides a framework for
undertaking socially responsible and sustainable
initiatives aimed at creating long-term value for
the communities in which the Company operates.

The Policy focuses on areas such as livelihood
and employability, healthcare, education and
environmental sustainability, and sets out the
guiding principles for identification, implementation,
monitoring and governance of CSR programmes
in accordance with the provisions of Schedule
VII to the Act.

The Policy also provides for implementation of CSR
initiatives through eligible implementing agencies
and oversight by the Corporate Social Responsibility
Committee and the Board of Directors.

During the Financial Year under review, the provisions
of Section 135 of the Act relating to Corporate Social
Responsibility were not applicable to the Company,
as the Company did not meet the applicability
thresholds prescribed thereunder.

Accordingly, the CSR spending and other disclosure
requirements prescribed under Section 135 of
the Act read with the rules made thereunder
were not applicable to the Company during the
year under review.

There was no change in the CSR Policy during the
Financial Year under review.

24) DIVIDEND AND DIVIDEND DISTRIBUTION
POLICY

Pursuant to Regulation 43A of the SEBI LODR
Regulations, the Company has formulated its
Dividend Distribution Policy which specifies the
financial parameters, internal and external factors
that are to be considered by the Board while
declaring a dividend. Dividend Distribution Policy
is provided at website of the Company athttps://
www.awfis.com/investor-relations/initial-public-
offer/statutory-policies.

After considering the Company’s financial position,
capital requirements, business growth plans
and working capital requirements, the Board has
decided not to recommend any dividend on the
equity shares of the Company for the Financial
Year ending March 31, 2026, in order to conserve
resources for future growth and value creation.

25) WEBLINK OF ANNUAL RETURN OF THE
COMPANY

As required under Section 92(3) of the Act read with
the Companies (Management and Administration)
Rules, 2014, the Annual Return of the Company is
provided at website of the Company athttps://
www.awfis.com/investor-relations/initial-public-
offer/annual-returns.

26) DEPOSITS

The Company has neither accepted any deposit
from public under Section 73 of the Act nor any
amount of principle or interest was outstanding as
on March 31, 2026.

Accordingly, disclosures related to deposits as
required to be made under the Companies Act, 2013
are not applicable to the Company.

27) COMPLIANCE OF SECRETARIAL STANDARDS

During the review period, your Company has
diligently adhered to all applicable Secretarial
Standards as issued by the Institute of Company
Secretaries of India (ICSI).

28) AWARDS AND RECOGNITIONS

During FY 2025-26, the Company received multiple
awards and recognitions. Details in respect of such
awards and recognitions are captured at Page No.
46, which forms a part of the Annual Report.

29) CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

The particulars relating to conservation of energy,
technology absorption, foreign exchange earnings
and outgo, as required to be disclosed under
Section 134 of the Act are provided in Annexure-4
of this report.

30) PARTICULARS OF EMPLOYEES

Your Company had 731 employees (on a standalone
basis) as at March 31, 2026. The information required
under Section 197 of the Act, read with rule 5(1) of
the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, relating to
percentage increase in remuneration, ratio of
remuneration of each Director and Key Managerial

Personnel (KMP) to the median of employees''
remuneration are provided in Annexure-5
of this report.

The statement containing particulars of employees,
as required under Section 197 of the Companies Act,
2013, read with rule 5(2) & 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is provided in a separate
annexure forming part of this Report. However, in
terms of Section 136 of the Companies Act, 2013, the
Annual Report is being sent to the shareholders and
others entitled thereto, excluding the said annexure,
which is available for inspection by the shareholders
at the Registered Office of your Company during
business hours on working days of your Company.
If any shareholder is interested in obtaining a copy
thereof, such shareholder may write to the Company
Secretary and Compliance Officer in this regard at
[email protected].

31) DETAILS OF SUBSIDIARY/JOINT VENTURES/
ASSOCIATE COMPANIES

As on March 31, 2026, the Company has two (2)
subsidiaries. By virtue of section 2(71) of the Act,
both subsidiaries are wholly owned subsidiaries and
the subsidiary companies continues to be a private
company in its articles. The Company does not have
any joint venture or associate company.

During the year under review, except Awfis Transform
Private Limited, that became subsidiaries of the
Company as disclosed, no entity ceased to be a
subsidiary, joint venture or associate of the Company.
The Company had incorporated a wholly owned
subsidiary i.e. Awfis Transform Private Limited (''ATPL'')
on December 03, 2025, as a Private Limited Company.

Awliv is engaged in the business of providing living
space solutions and allied services. During the
Financial Year ended March 31, 2026, Awliv recorded
a total income of J 239.63 million and a profit after
tax of J 40.77 million.

ATPL is engaged in the business of design, build,
development and execution of turnkey fit-out and
allied projects. During the Financial Year ended
March 31, 2026, ATPL recorded a total income of J Nil
and a loss after tax of J (0.1) million.

The subsidiaries continued to support the
Company’s business objectives and strengthen
its integrated service offerings. The contribution of
the subsidiaries to the overall performance of the
Company is reflected in the Consolidated Financial
Statements forming part of this Annual Report.

Pursuant to Section 129(3) of the Companies Act, 2013
read with Rule 5 of the Companies (Accounts) Rules,
2014, a statement containing the salient features
of the financial statements of the Company''s
subsidiaries in the prescribed Form AOC-1 forms
part of this Annual Report as Annexure-6.

In accordance with Section 136 of the Companies Act,
2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the audited
standalone and consolidated financial statements
of the Company, together with the audited financial
statements of its subsidiaries, are available on the
website of the Company at:

• Financial Statements:https://www.awhs.
com/investor-relations/initial-public-
offer/financials

• Subsidiary Financial Statements:https://www.
awfis.com/investor-relations/initial-public-
offer/subsidiary

Pursuant to Regulation 16(1)(c) of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, the Company has adopted a
Policy for Determining Material Subsidiaries is
provided at website of the Company athttps://www.
awfis.com/investor-relations/initial-public-offer/
statutory-policies.

None of the subsidiaries of the Company qualified
as a material subsidiary within the meaning of
Regulation 16(1)(c) of the SEBI LODR Regulations as
on March 31, 2026.

32) RELATED PARTY TRANSACTIONS

There are no materially significant related
party transactions made by the Company with
Promoters or other designated persons which
may have potential conflict with the interest of the
Company at large.

The Company had adopted ''Awfis Space Solutions
Limited - Policy on dealing with Related Party
Transactions'' ("RPT Policy") in compliance with
Regulation 23 of the SEBI LODR Regulations. The
transactions entered by the Company with its
related parties were in compliance with the RPT
Policy and in the best interest of the Company. The
RPT Policy is provided at website of the Company at
https://www.awfis.com/investor-relations/initial-
public-offer/statutory-policies.

All the contracts/ arrangements/ transactions
entered into by the Company with its related parties
during FY 2025-26, were in its ordinary course of

business and on an arm''s length basis and were
approved by the Audit Committee.

In terms of Section 134(3) (h) of the Act read with
Rule 15 of the Companies (Meetings of Board and its
Powers) Rules, 2014, the material transactions with
related party are reported in Form AOC - 2 which is
attached as Annexure-7.

For further details of related party transactions
during the year, please refer to note number 32 of
the notes forming a part of the financial statements,
attached to the Annual Report.

Pursuant to Regulation 23 of the SEBI LODR Regulations,
the details of related party transactions were filed
with the stock exchanges on half yearly basis.

33) OTHER DISCLOSURES:

a) Amount to be carried to reserves

The Directors do not propose to transfer any
amount to reserves.

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 Companies Act, 2013 as the
same is not applicable.

c) Details of significant and material orders
passed by the regulators or courts or
tribunals impacting the going concern
status and company''s operations in future:

During the period under review, no significant or
material order(s) has been passed by the regulators
or courts or tribunals impacting the going concern
status and Company''s operations in future.

d) 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.

e) The Chairman and Managing Director
of the Company does not receive any
remuneration or commission from any of its
subsidiaries.

f) During the year under review, there has been
no change in the nature of business of the
Company.

g) There have been no material changes
and commitments, 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 till the date of this report

The Company incorporated its wholly owned
subsidiary, Awfis Transform Private Limited (ATPL),
on December 3, 2025. The Board and Shareholders
approved the slump sale transfer of the Company''s
Design and Build (D&B) Business to ATPL on

November 11, 2025 and January 23, 2026, respectively.
Due to procedural, administrative, operational, and
transition-related requirements, subsequently the
Board approved an extension of the transaction
timeline on February 26, 2026, with the transfer now
expected to be completed by the end of calendar
year 2026. The Company will continue to operate the
undertaking in the ordinary course of business until
the revised completion date.

h) The details of application made or any
proceeding pending under the insolvency
and bankruptcy code, 2016 (31 of 2016)
during the year along with their status as at
the end of the Financial Year.

During the year under review, no application was
made nor were any proceedings pending under the
Insolvency and Bankruptcy Code, 2016. Therefore,
the disclosure of details regarding any application
made or proceeding pending at the end of the
Financial Year is not applicable.

i) The details of difference between the
amount of the valuation done at the time of
one-time settlement and the valuation done
while taking loan from the banks or financial
institutions along with the reasons thereof.

There has been no settlement made with any Bank
or Financial institution by the Company during the
Financial Year under review, thus the requirement to
provide details is not applicable to the Company.

j) The securities of the Company were not
suspended from trading during the year.

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

34) CAUTIONARY STATEMENT

Statements in this Report and the Management
Discussion & Analysis Report describing the
Company''s objectives, expectations or forecasts
may be forward-looking within the meaning of
applicable laws, regulations and actual results.

35) HUMAN RESOURCES MANAGEMENT

The employees are the Company''s most important
assets. The Company is committed to hiring and
retaining the best talent. To achieve this, the
Company focuses on promoting a collaborative,
transparent, and participative organizational
culture, and rewarding merits and sustaining high
performance. The Company''s human resource
management culture emphasizes enabling
employees to develop their skills, grow in their
careers, and navigate their personal development
for future leadership responsibility. The Company''s
goal has always been to create an open and safe
workplace for every employee to feel empowered,
irrespective of gender, sexual preferences, and other
factors, and contribute to the best of their abilities.

Industrial relations remained cordial throughout
the year under review. As of March 31, 2026, the
Company had a total of 731 permanent employees,
the breakup of which is as mentioned below:

36) BOARD POLICIES

The various policies that the Board has approved
and adopted in accordance with the requirements
set forth by the Act and the SEBI LODR Regulations
can be accessed at the website of the Company at
https://www.awfis.com/investor-relations/initial-
public-offer/statutory-policies.

37) ACKNOWLEDGEMENTS

Your directors wish to place on record their
appreciation and acknowledge with gratitude
the support and co-operation extended by the
company''s valued customers, suppliers and its
bankers and look forward to their continued support.
Your directors also thank all the staff and workers of
the Company at all levels for their dedicated services.

2) BRIEF DESCRIPTION OF THE STATE OF
COMPANY''S PERFORMANCE DURING
THE YEAR

Our Consolidated Revenue from operations stood at
INR 12,075.35 million for FY 2024-25, demonstrating
a significant growth of 42.26% from the previous
year, which was INR 8,488.19 million. Our EBIDTA has
increased from INR 2,713.95 million in FY 2023-24 to INR
4,555.89 million in FY 2024-25, depicting a YoY growth of
67.87%. The Company has earned profit before tax and
exceptional items of INR 436.58 in FY 2024-25 million as
compared to net loss of INR 175.67 million in FY 2023-24.

Our Standalone Revenue from operations stood at
INR 12,031.47 million for FY 2024-25, demonstrating
a significant growth of 42.07% from the previous
year, which was INR 8,468.61 million. Our EBIDTA has
increased from INR 2,708.42 million in FY 2023-24 to INR
4,522.94 million in FY 2024-25, depicting a YoY growth of
67.00%. The Company has earned profit before tax and
exceptional items of INR 404.59 in FY 2024-25 million as
compared to net loss of INR 180.46 million in FY 2023-24.

The financial results have been discussed in detail in the
Management Discussion and Analysis Report forming
part of this Annual Report. Further, during the Financial

Year 2024-25, there was no change in the nature of
business of the Company.

3) MANAGEMENT DISCUSSION AND
ANALYSIS REPORT

Pursuant to Regulation 34 of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Management
Discussion and Analysis Report for the FY 2024-25, has
been presented in a separate section forming part of
this Annual Report.

4) BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

In accordance with Regulation 34(2)(f) of the Securities
and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
requirement to submit a Business Responsibility and
Sustainability Report (BRSR) 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 1 to December 31 of the preceding calendar year.
During the financial year 2024-25, the Company was not
required to comply with the provisions relating to BRSR.

However, based on the market capitalisation ranking
prepared as on December 31, 2024, the Company has
been included in the list of top 1000 listed entities and
will be required to comply with the BRSR disclosures
from FY 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 Company remains committed
to adopting responsible business practices and
enhancing transparency in its environmental, social, and
governance (ESG) disclosures in the years ahead.

5) CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest
standards of Corporate Governance and adheres to
the Corporate Governance requirements set out by the
Securities and Exchange Board of India and compliance
of applicable rules and regulations. The Board believes
that adopting the highest level of ethical principles
would ensure that Awfis continuous to be the leading
company in the flexible workspace solutions. The
Report on Corporate Governance as stipulated under
the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015 forms part of this Annual Report.

A certificate from Mr. Rupinder Singh Bhatia, Practicing
Company Secretary, confirming compliance with
corporate governance norms, as stipulated under
the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015, is annexed to this Report as Annexure I.

6) 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. May 30, 2024 and the Company''s
shares are compulsorily tradable in electronic form. The
annual listing fees for FY 2025-26 has been paid to both
the Stock Exchanges i.e., BSE and NSE.

b) AUTHORIZED, ISSUED, SUBSCRIBED AND
PAID-UP CAPITAL

The Authorized Share Capital of the Company is INR
5,03,83,21,040 (Indian Rupees Five Hundred Three Crore
Eighty-Three Lakh Twenty-One Thousand and Forty
only) consisting of 10,28,22,434 (Ten Crore Twenty-Eight
Lakh Twenty-Two Thousand Four Hundred and Thirty-
Four) Equity Shares of INR 10 (Indian Rupees Ten only)
each, 3,98,21,715 (Three Crore Ninety Eight Lakh Twenty
One Thousand Seven Hundred and Fifteen) Preference
Shares of INR 100 (Indian Rupees One Hundred only)
and 27,92,520 (Twenty Seven Lakh Ninety Two Thousand
Five Hundred and Twenty) Preference Shares of INR 10
(Indian Rupees Ten only) each.

As on 31^st March, 2025, the Issued, Subscribed and
Paid-Up Capital of the Company is INR 70,96,29,460
(Indian Rupees Seventy Crores Ninety Six Lakhs Twenty

Nine Thousand Four Hundred and Sixty Only) divided
into 7,09,62,946 (Seven Crore Nine Lakh Sixty Two

(

Thousand Nine Hundred and Forty Six) Equity Shares of
INR 10 (Indian Rupees Ten Only) each.

r

c) CHANGE IN SHARE CAPITAL

During the year, under review:

(i) An aggregate of 46,748,831 Equity Shares of INR
10/- each were allotted on 25^th April, 2024, pursuant
to the conversion of outstanding convertibles
securities more particularly described as below:

7,477,527 SERIES B Compulsorily Convertible
Cumulative Preference Share (SERIES B CCCPS) of
Rs. 100/- each issued at a premium of Rs. 23.04/-
each redeemed by way of conversion and converted
into 7,477,527 Equity shares of Rs. 10/- each;

2.987.112 SERIES C Compulsorily Convertible
Cumulative Preference Share (Series C CCCPS) of Rs.
100/- each issued at a premium of Rs. 60.69/- each
redeemed by way of conversion and converted into

2.987.112 Equity shares of Rs. 10/- each;

768,309 SERIES C1 Compulsorily Convertible
Cumulative Preference Share (Series C1 CCCPS) of
Rs. 100/- each issued at a premium of Rs. 62.70/-
each redeemed by way of conversion and converted
into 768,309 Equity shares of Rs. 10/- each;

289,963 SERIES C2 Compulsorily Convertible
Cumulative Preference Share (Series C2 CCCPS) of
Rs. 100/- each issued at a premium of Rs. 53.13/-
each redeemed by way of conversion and converted
into 289,963 Equity shares of Rs. 10/- each;

589.735 SERIES D Compulsorily Convertible
Cumulative Preference Share (Series D CCCPS) of Rs.
100/- each issued at a premium of Rs. 62.70/- each
redeemed by way of conversion and converted into

589.735 Equity shares of Rs. 10/- each;

36.878 SERIES D1 Compulsorily Convertible
Cumulative Preference Share (Series D1 CCCPS) of
Rs. 100/- each issued at a premium of Rs. 62.70/-
each redeemed by way of conversion and converted
into 36,878 Equity shares of Rs. 10/- each;

36.878 SERIES D2 Compulsorily Convertible
Cumulative Preference Share (Series D2 CCCPS) of
Rs. 100/- each issued at a premium of Rs. 62.70/-
each redeemed by way of conversion and converted
into 36,878 Equity shares of Rs. 10/- each;

4.505.397 SERIES E Compulsorily Convertible
Cumulative Preference Share (Series E CCCPS) of
Rs. 100/- each issued at a premium of Rs. 44.27/-
redeemed by way of conversion and converted into

4.505.397 Equity shares of Rs. 10/- each;

1,039,706 SERIES E1 Compulsorily Convertible
Cumulative Preference Share (Series E1 CCCPS) of
Rs. 100/- each issued at a premium of Rs. 44.27/-

redeemed by way of conversion and converted into
1,039,706 Equity shares of Rs. 10/- each;

16.981.997 SERIES F Compulsorily Convertible
Cumulative Preference Share (Series F CCCPS) of
Rs. 100/- each issued at a premium of Rs. 44.27/-
redeemed by way of conversion and converted into

16.981.997 Equity shares of Rs. 10/- each;

2.772.579 SERIES F1 Compulsorily Convertible
Cumulative Preference Share (Series F1 CCCPS) of
Rs. 10/- each issued at a premium of Rs. 134.27/-
redeemed by way of conversion and converted into

2.772.579 Equity shares of Rs. 10/- each;

71,905 SERIES D Compulsorily Convertible

Debentures (Series D CCD) of Rs. 10,000/- each
redeemed and converted into 4,419,482 Equity
shares of Rs. 10/- each;

39.400 SERIES D1 Compulsorily Convertible

Debentures (Series D1 CCD) of Rs. 10000/- each
redeemed and converted into 2,421,634 Equity
shares of Rs. 10/- each;

39.400 SERIES D2 Compulsorily Convertible

Debentures (Series D2 CCD) of Rs. 10000/- each
redeemed and converted into 2,421,634 Equity
shares of Rs. 10/- each.

(ii) The equity shares of the Company were listed
on the Stock Exchanges effective May 30, 2024,
pursuant to the Company''s initial public offering,
comprising a fresh issue of 3,343,939 equity shares
of Rs. 10/- each and an offer for sale of 12,295,699
equity shares by certain existing shareholders.

(iii) The Company allotted 792,144 equity shares of
Rs. 10 each to eligible employees upon exercise of
stock options under the EDSOP 2015 Scheme on
August 28, 2024.

(iv) The Company allotted 616,133 equity shares
of Rs. 10 each to employees upon exercise of
stock options under the EDSOP 2015 Scheme on
November 11, 2024.

(v) The Company allotted 134,951 equity shares
of Rs. 10 each to employees upon exercise of
stock options under the EDSOP 2015 Scheme on
February 11,2025.

d) BUY BACK OF SECURITIES

The Company has not bought any shares from its
shareholders during the year.

e) EQUITY SHARES WITH DIFFERENTIAL RIGHTS
AND SWEAT EQUITY SHARES

During the financial year under review, the Company did
not issue any shares with differential voting rights or
sweat equity shares. 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
along with the applicable rules.

f) EMPLOYEE STOCK OPTION SCHEME

The Company has Employee Stock Option Plans for
the Employees of the Company, and its Subsidiaries
named as "Awfis Space Solutions Limited - Employee
and Director Stock Option Plan 2015" and "Awfis Space
Solutions - Employee Stock Option Scheme 2024". These
Plans are in compliance with the SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations,
2021 and are administered by the Nomination and
Remuneration Committee of the Board constituted by
the Company pursuant to the provision of Section 178 of
the Companies Act, 2013.

Details of options as required pursuant to Companies
Act, 2013 as amended from time to time and Securities
and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 is given
in Annexure II.

The disclosure, in compliance with the SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations,
is uploaded on the Investor Relations section of the
website of the Company at https://www.awfis.com/
investor-relations/initial-public-offer/financials.

7) AUDITORS AND AUDITORS'' REPORT

a. Statutory Auditor

M/s. Walker Chandiok & Co. LLP, Chartered Accountants
(ICAI Firm Registration No.: 001076N/N500013),
Chartered Accountants, were appointed as the statutory
auditors of the Company, to hold office for the first
term of five consecutive years from the conclusion of
the 10^th Annual General Meeting of the Company held
on 27^th September 2024 until the conclusion of the 15^th
Annual General Meeting of the Company to be held
in the year 2029, as required under Section 139 of the
Companies Act, 2013 read with the Companies (Audit
and Auditors) Rules, 2014. Auditors'' Report does not
contain any qualification, observation, reservation or
adverse remark.

b. Secretarial Auditors

Mr. Rupinder Singh Bhatia, Practicing Company
Secretary, (COP No. 2514) (Peer Review No 1496/2021),
was appointed as Secretarial Auditor to undertake the
Secretarial Audit of the Company for the year FY 2024¬
25. His Secretarial Audit Report, in prescribed Form No.
MR-3, is annexed to this Report as Annexure III and does
not contain any qualification, observation, reservation
or adverse remark.

In line with the newly introduced requirements under
the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Board has recommended the appointment
of Mr. Rupinder Singh Bhatia, Practicing Company
Secretary, (COP No. 2514) (Peer Review No 1496/2021) as
the Secretarial Auditor of the Company for conducting
Secretarial Audit for a period of five consecutive years,
commencing from 2025-26 to 2029-30, for approval
of the members.

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. The Board comprised of six (6) Directors with an
appropriate mix of Non-Executive Directors, Executive
Directors and Independent Directors.

(ii) Appointment/Resignation of Directors

During the financial year under review, Mr. Rajesh
Kharabanda (DIN: 01495928) was appointed as an
additional Non-Executive Non-Independent Director by
the Board of Directors on May 4, 2024. Subsequently,
he was appointed as a Non-Executive Non-Independent
Director by the members of the Company through
postal ballot on July 26, 2024.

In accordance with the provisions of Section 152(6) of
the Companies Act, 2013 read with the Companies
(Appointment and Qualification of Directors) Rules,
2014 and the Articles of Association of the Company,
Mr. Rajesh Kharabanda (DIN: 01495928), Non-Executive
Non-Independent Director, is liable to retire by rotation
at the forthcoming Annual General Meeting (AGM)
of the Company scheduled to be held on September
24, 2025 and being eligible has offered himself for
re-appointment.

(iii) Appointment/Resignation of Key Managerial
Personnel (KMP)

During the financial year under review, Mr. Amit Ramani
was re-appointed as the Managing Director for a period
of five years with effect from 16^th July, 2024, pursuant to
a resolution passed by our Board of Directors at their
meeting held on 14^th March, 2024 and a resolution
passed by our Shareholders at their extraordinary
general meeting held on 13^th April, 2024.

12) DIRECTOR''S RESPONSIBILITY STATEMENT

In terms of section 134(5) of the Companies Act, 2013,
your Directors'' state in respect of FY 2024-25 that:

a) In the preparation of the Annual Accounts, the
applicable Accounting Standards had been
followed along with proper explanation relating to
material departures;

b) 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 ended 31^st March, 2025 and of the
Profit of the Company for that period;

c) The Directors had taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of this
Companies Act, 2013 for safeguarding the assets
of the company and for preventing and detecting
fraud and other irregularities;

d) The Directors had prepared the Annual Accounts,
on a going concern basis;

e) 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 Company''s 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

f) The Directors had devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.

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

During the year under review, there was no change in
the Independent Directors of the Company.

The Board is of the opinion that the current
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 Companies Act, 2013 and Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and are independent
of the management.

14) APPOINTMENT AND STATEMENT OF
DECLARATION BY AN INDEPENDENT
DIRECTOR(S)

Your Company has received declarations from all
Independent Directors confirming that:

(i) they meet the criteria of independence as
prescribed under Section 149(6) of the Companies
Act, 2013 and Regulation 16(1)(b) of the Securities
and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

(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 director''s 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.

15) BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013
and Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Board evaluated its performance, Committees,
and individual Directors. The performance of the Board
as a whole, Committees and individual Directors was
evaluated by seeking inputs from all Directors based on
certain parameters as per the Guidance Note on Board
Evaluation issued by SEBI such as: Board structure
and composition; Meetings of the Board in terms of
frequency, agenda, discussions and dissent, if any,
recording of minutes and dissemination of information;
Functions of the Board, including governance and
compliance, evaluation of risks, stakeholder value
and responsibility, Board and Management, including
evaluation of the performance of the Management. The
feedback received from the Directors was discussed and
reviewed by the Independent Directors at their separate
Annual Meeting held on 17^th March, 2025 and was
shared with the NRC and Board. At the separate Annual
Meeting of Independent Directors, the performance of
Non-Independent Directors, including the Chairman,
the Board as a whole and various Committees, was
discussed. The Independent Directors in the said Meeting
also evaluated the quality, quantity and timeliness of the
flow of information between the Management and the
Board, which is necessary for the Board to effectively
and reasonably perform their duties. They expressed
their satisfaction in respect thereof. The performance
of the individual Directors, the performance and role of
the Board and Committees were also discussed at the
Board Meeting held on 26^th May, 2025. The performance
evaluation of Independent Directors was done by the
entire Board, excluding the Independent Director
being evaluated. .

16) NUMBER OF BOARD MEETINGS

During the period under review, the Board met 9 (nine)
times. 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 this Annual Report.

17) COMMITTEES OF THE BOARD

The Company has established several committees in line
with best corporate governance practices and to ensure
compliance with the relevant provisions of applicable
laws and statutes. These committees play a vital role in
overseeing various aspects of the Company''s operations
and decision-making processes.

Additional information regarding the composition of
the Board and its Committees, along with the terms of
reference, is elaborated in the ''Corporate Governance
Report''. Furthermore, the recommendations forwarded
by the Statutory Committees throughout the year,
including those from the Audit Committee, were
accepted by the Board of Directors of the Company.

The details of composition of committees are available
on the website of your Company at https://www.
awfis.com/investor-relations/initial-public-offer/
composition-of-committees.

18) PARTICULARS OF LOAN TO DIRECTORS
OR TO ENTITIES IN WHICH DIRECTORS
ARE INTERESTED UNDER SECTION 185
OF THE COMPANIES ACT, 2013

During the period under review, your company has
not given any loan to any Director or to entities in
which Directors are interested under section 185 of
Companies Act, 2013.

19) LOAN(S), GUARANTEE(S) OR

INVESTMENT(S) AS PER SECTION 186

Details of loans and advances given, investments made
or guarantees given or security provided as per the
provisions of Section 186 of the Companies Act, 2013
and Regulation 34 read with Schedule V of the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 are given in
the Note No. 7 forming part of the financial statements
provided in the Annual Report.

20) EXPLANATIONS OR COMMENTS BY THE
BOARD ON EVERY QUALIFICATION,
RESERVATION OR ADVERSE REMARK OR
DISCLAIMER MADE BY THE AUDITOR(s)
IN THEIR REPORT

There is no qualification or adverse remark in Auditors''
Report. The observations of the Auditor in their Report
are self-explanatory and therefore, in the opinion of the
Directors, do not call for further comments.

21) VIGIL MECHANISM AND WHISTLE
BLOWER 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 of the Companies Act, 2013 and Regulation 22
of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015, 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 victimization
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 https://www.awfis.com/investor-relations/
initial-public-offer/statutory-policies.

During the year under review, your Company has not
received any complaints under the vigil mechanism.

22) COMPANY''S POLICY RELATING TO
DIRECTORS'' APPOINTMENT, PAYMENT
OF REMUNERATION AND DISCHARGE OF
THEIR DUTIES

Pursuant to Section 178(3) of the Companies Act,
2013, your Company has framed a policy on Directors''
and KMP''s appointment and remuneration and other
matters ("Nomination and Remuneration Policy") which
is available on the website of your Company at- https://
www.awfis.com/investor-relations/initial-public-offer/
statutory-policies.

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 Company''s Remuneration Policy is directed
towards rewarding performance based on review of
achievements. The Remuneration Policy is in consonance

with the existing industry practice. We affirm that the
remuneration paid to the Directors is as per the terms
laid out in the Remuneration Policy.

There has been no change made in the Policy during the
year under review.

23) 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 Companies Act, 2013 and
Regulation 17(9) of Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, 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 establishes the
philosophy of the Company towards risk identification,
analysis and prioritization of risks, development
of risk mitigation plans and reporting on the risk
environment of the Company. This Risk Management
Policy is applicable to all the functions, departments and
geographical locations of the Company. The purpose
of this policy is to define, design and implement a
risk management framework across the Company to
identify, assess, manage and monitor risks. Aligned to
this, purpose is also to identify potential events that may
affect the Company and manage the risk within the risk
appetite and provide reasonable assurance regarding
the achievement of the Company''s objectives and
business continuity.

24) FRAUDS REPORTED BY AUDITORS UNDER
SECTION 143(12), OTHER THAN THOSE
WHICH ARE REPORTABLE TO THE
CENTRAL GOVERNMENT

Pursuant to the provisions of Section 143(12) of the
Companies Act, 2013 read with Rule 13 of the Companies
(Audit and Auditors) Rules, 2014, the Statutory Auditors of
the Company, in the course of performance of their duties as
statutory auditors, have not reported any instance of fraud
committed against the Company by its officers or employees.

25) DISCLOSURE UNDER THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013:

There is a zero-tolerance policy towards cases of sexual
harassment at workplace. Accordingly, an Internal
Committee has been constituted, which has a female
Chairperson who is a member of our Senior Management
team and also has an external female member who is a
lawyer. The Internal Committee ensures that all matters
are resolved in a timely manner.

There is a robust internal mechanism and policy on
''Prevention of Sexual Harassment at Workplace'' to deal
with such matters. All employees are sensitized to the
policy right from the day of employment. We also conduct
awareness programmes for employees on the policy and
have awareness posters with details of how to report a
complaint along with the details of the Internal Committee
members, which are displayed across all our working
locations. The Internal Committee ensures that all cases
reported are resolved in a timely manner, in accordance
with the POSH Act.

All investigations are handled in a very objective,
sensitive, and fair manner without attaching any prima-
facie guilt to the respondent merely upon receipt of a
complaint against the employee. Utmost confidentiality
is maintained while handling these matters.

26) a statement by the company with respect
to the compliance of the provisions
relating to the Maternity Benefit Act 1961

The Company is committed to ensuring compliance
with all applicable provisions of the Maternity Benefit
Act, 1961, which aims to protect the employment rights
of women during the maternity period and provide for
maternity leave, benefits, and other related rights.

During the financial year under review, the Company
has fully complied with the provisions of the Maternity
Benefit Act, 1961, including amendments made
thereunder. The Company has ensured that the eligible
women employees are granted maternity leave and
benefits in accordance with the Act. In addition, the
Company has also taken necessary measures to provide
a safe and supportive work environment for women
employees as mandated under Section 11A of the Act.

The Board reaffirms the Company''s commitment to the
well-being and welfare of its women employees and shall
continue to ensure strict adherence to the provisions of
the Maternity Benefit Act, 1961.

27) 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.awfis.com/investor-relations/
initial-public-offer/statutory-policies.

The key philosophy of all CSR initiatives of the Company
is to make CSR a key business process for sustainable
development of the society. The initiatives aim at
enhancing welfare measures of the society based on
the immediate and long term social and environmental
consequence of its activities. The Company intends to
undertake other need based initiatives in compliance
with Schedule VII of the Act.

There has been no change made in the CSR Policy during
the year under review.

During the year under review, the provisions of Section
135 of the Companies Act, 2013 are not applicable to
the company as it doesn''t meet the threshold criteria of
turnover and/or Profit specified therein.

28) DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the
Company has formulated its Dividend Distribution
Policy which specifies the financial parameters, internal
and external factors that are to be considered by the
Board while declaring a dividend. Dividend Distribution
Policy is uploaded on the Company''s website i.e. https://
www.awfis.com/investor-relations/initial-public-offer/
statutory-policies.

In order to use the profits for working capital, the Board
has not recommended any dividend on the equity shares.

29) WEBLINK OF ANNUAL RETURN OF
THE COMPANY

(

As per the Companies Amendment Act, 2017, Section
92(3) read with Rule 12 (1) of Companies (Management
and Administration) Rules 2014, requires that every
Company shall place a copy of its annual return on the
website of the Company, if any. The Company is having
its website i.e. https://www.awfis.com/investor-relations
and the annual return has been placed on the website at
https://www.awfis.com/investor-relations/initial-public-
offer/annual-returns.

30) DEPOSITS

The Company has neither accepted any deposit from
public under Section 73 of the Companies Act, 2013 nor
any amount of principle or interest was outstanding as
on March 31, 2025.

Accordingly, disclosures related to deposits as required
to be made under the Companies Act, 2013 are not
applicable to the Company.

31) COMPLIANCE OF SECRETARIAL STANDARDS

During the review period, your Company has diligently
adhered to all applicable Secretarial Standards as issued
by the Institute of Company Secretaries of India (ICSI).

32) AWARDS AND RECOGNITIONS

During FY 2024-25, the Company received multiple
awards and recognitions. Details in respect of such
awards and recognitions are captured at Page No. 49
which forms a part of the Annual Report.

33) CONSERVATION OF ENERGY AND
TECHNOLOGY ABSORPTION

The particulars relating to conservation of energy,
technology absorption, foreign exchange earnings and
outgo, as required to be disclosed under Section 134
of Companies Act, 2013 are provided in Annexure-IV
of this report.

34) FOREIGN EXCHANGE EARNINGS AND
OUTGO

The details of foreign exchange earnings and outgo on
an accrual basis, are set out below:

35) PARTICULARS OF EMPLOYEES

Your Company had 739 employees (on a standalone
basis) as at 31^st March, 2025. The information required
under Section 197 of the Companies Act, 2013, read

with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
relating to percentage increase in remuneration, ratio
of remuneration of each Director and Key Managerial
Personnel (KMP) to the median of employees''
remuneration are provided in Annexure-V of this report.

The statement containing particulars of employees, as
required under Section 197 of the Companies Act, 2013,
read with rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, is provided in a separate annexure forming part
of this Report. However, in terms of Section 136 of the
Companies Act, 2013, the Annual Report is being sent to
the shareholders and others entitled thereto, excluding
the said annexure, which is available for inspection
by the shareholders at the Registered Office of your
Company during business hours on working days
of your Company. If any shareholder is interested in
obtaining a copy thereof, such shareholder may write to
the Company Secretary in this regard.

36) DETAILS OF SUBSIDIARY/JOINT
VENTURES/ASSOCIATE COMPANIES

The Company has one Subsidiary Company i.e. Awliv
Living Solutions Private Limited ("Awliv"). There
is no other subsidiary, associate and Joint Venture
of the Company.

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

Awliv is a wholly owned subsidiary of Awfis and engage
in the business of providing all type of living space
solutions to customers / clients including shared
living accommodations, space for parking lots, home
solutions, etc. and to act as an internet service provider
and to provide related services including satellite and
broad band based communication services and to
develop consumer oriented electronic commerce and all
other similar and/or allied services.

The total income of Awliv for FY 2024-25 was INR 178.59
million, and the net profit was INR 23.09 million.

Pursuant to Section 129(3) of the Companies Act, 2013
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
Company in form AOC -1 is annexed to the consolidated
financial statements as Annexure-VI.

In compliance with the provisions of Section 136 of the
Companies Act, 2013, the audited financial statements
of Awliv are uploaded on the Investor Relations section
of the website of Awfis at https://www.awfis.com/
investor-relations/initial-public-offer/subsidiary.

The Company has adopted a policy for determining
material subsidiaries pursuant to Regulation 16(1)
(c) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 which is available
on the Investor Relations section of the website of
Company at https://www.awfis.com/investor-relations/
initial-public-offer/statutory-policies.

38) RELATED PARTY TRANSACTIONS

There are no materially significant related party
transactions made by the Company with Promoters or
other designated persons which may have potential
conflict with the interest of the Company at large.

The Company had adopted ''Awfis Space Solutions Limited
- Policy on dealing with Related Party Transactions''
("RPT Policy") in compliance with Regulation 23 of
the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015. The transactions entered by the Company with
its related parties were in compliance with the RPT
Policy and in the best interest of the Company. The RPT
Policy is available on the Investor Relations section of
the website of the Company at https://www.awfis.com/
investor-relations/initial-public-offer/statutory-policies.

All the contracts/ arrangements/ transactions entered
into by the Company with its related parties during FY
2024-25, were in its ordinary course of business and
on an arm''s length basis and were approved by the
Audit Committee.

During FY 2024-25, the Company has not entered into
any arrangement / transaction / contract with its related
parties which could be considered material and required
approval of the Board or the Members. The disclosure of
the particulars of the related party transactions in form
AOC -2 as required under Section 134(3)(h) of the Act is
annexed to the Annual Report as Annexure VII.

For further details of related party transactions during
the year, please refer to note number 32 of the notes
forming a part of the financial statements, attached to
the Annual Report.

Pursuant to Regulation 23 of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the details of related
party transactions were filed with the stock exchanges
on half yearly basis.

39) OTHER DISCLOSURES:

a) Amount to be carried to reserves

The Directors do not propose to transfer any
amount to reserves.

b) Transfer of unclaimed dividend to investor
education and protection fund

vNo amount is required to be transferred to Investor
Education and Protection Fund (IEPF) pursuant to
Section 124(5) of the Companies Act, 2013.

c) Details of significant and material orders
passed by the regulators or courts or
tribunals impacting the going concern status
and company''s operations in future:

No order(s) has been passed by the regulators or courts
or tribunals impacting the going concern status and
Company''s operations in future during the period.

d) 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.

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

f) Change in the nature of business, if any

During the year, the company has not changed its
business and the activity of the company continues to
be the same as it was earlier.

g) 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

Except as explicitly disclosed elsewhere in this report,
there is no 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.

Boards'' wish to intimate following:

a. Reclassification of Promoters:

Pursuant to Regulation 31A of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, the Company received a
request dated January 07, 2025, from Peak XV
Partners Investments V (formerly known as SCI
Investments V) seeking reclassification of itself and
persons belonging to its Promoter Group from the
''Promoter and Promoter Group'' category to the
''Public'' category. The request included necessary
confirmations and disclosures in compliance with
the conditions prescribed under Regulation 31A
of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015.

The Board of Directors, at its meeting held on
February 11, 2025, reviewed the request and, after
due consideration, was of the view that Peak XV
Partners Investments V and persons belonging to
its Promoter Group:

(i) hold 2,315,525 equity shares of face value
Rs. 10 each, representing 3.269% of the total
paid-up equity share capital of the Company;

h) The details of application made or any
proceeding pending under the insolvency
and bankruptcy code, 2016 (31 of 2016)
during the year along with their status as at
the end of the financial year.

During the fiscal year, no application was made nor
were any proceedings pending under the Insolvency
and Bankruptcy Code, 2016 (31 of 2016). Therefore, the
disclosure of details regarding any application made or
proceeding pending at the end of the financial year is
not applicable.

i) The details of difference between the
amount of the valuation done at the time of
one-time settlement and the valuation done
while taking loan from the banks or financial
institutions along with the reasons thereof.

There has been no settlement made with any Bank
or Financial institution by the Company during the
financial year, thus the requirement to provide details
not applicable to the Company.

j) The securities of the Company were not
suspended from trading during the year.

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

l) Your Company does not fall under the
category of large corporate, as defined by
SEBI vide its circular no. SEBI/ HO/DDHS/P/
CIR/2021/613 dated August 10, 2021 read
with updated circular dated April 13, 2022
and Circular No. SEBI/HO/DDHS/DDHS-
RACPOD1/P/CIR/2023/172 dated October 19,
2023, as such no disclosure is required in
this regard

40) CAUTIONARY STATEMENT

Statements in this Report and the Management
Discussion & Analysis Report describing the Company''s
objectives, expectations or forecasts may be forward¬
looking within the meaning of applicable laws,
regulations and actual results.

41) UTILISATION OF PROCEEDS OF INITIAL
PUBLIC OFFER

Details of utilisation of proceeds of IPO including
deviation or variation, if any for the financial year under
review, are given herein below:

For and on behalf of the Board
of Awfis Space Solutions Limited

Place: New Delhi Amit Ramani Rajesh Kharabanda

Date: 11.08.2025 Managing Director Director

DIN:00549918 DIN:01495928

2) BRIEF DESCRIPTION OF THE STATE OF COMPANY''S PERFORMANCE DURING THE YEAR

Our Consolidated Revenue from operations stood at INR 8,488.19 million for FY 2023-24, demonstrating a significant growth of 55.67% from the previous year, which was INR 5,452.82 million. Our EBIDTA has increased from INR 1,760.63 million in FY 2022-23 to INR 2,713.94 million in FY 2023-24, depicting a YoY growth of 54.15%. Our net losses have reduced from INR 466.37 million in FY 2022-23 to INR 175.67 million in FY 2023-24.

Our Standalone Revenue from operations stood at INR 8,468.61 million for FY 2023-24, demonstrating a significant growth of 55.31% from the previous year, which was INR 5,452.82 million. Our EBIDTA has increased from INR 1,763.42 million in FY 2022-23 to INR 2,708.42 million in FY 2023-24, depicting a YoY growth of 53.59%. Our net losses have reduced from INR 463.43 million in FY 2022-23 to INR 180.46 million in FY 2023-24.

The financial results have been discussed in detail in the Management Discussion and Analysis Report forming part of this Annual Report. Further, during the Financial Year 2023-24, there was no change in the nature of business of the Company.

3) MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report ("MD&A") for the FY 2023-24, has been presented in a separate section forming part of this Annual Report.

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 Awfis continuous to be the leading company in the flexible workspace solutions. The Report on Corporate Governance as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report.

A certificate from Mr. Rupinder Singh Bhatia, Practicing Company Secretary, confirming compliance with corporate governance norms, as stipulated under

the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to this Report as Annexure I.

5) SHARE CAPITAL

a) STATUS OF SHARES

The Equity Shares of the Company were listed on Stock Exchanges w.e.f. 30th May 2024 and the Company''s shares are compulsorily tradable in electronic form.

b) AUTHORIZED, ISSUED, SUBSCRIBED AND PAID-UP CAPITAL

I. The Authorized Share Capital of the Company is INR 5,03,83,21,040 (Indian Rupees Five Hundred Three Crore Eighty-Three Lakh Twenty-One Thousand and Forty only) consisting of 10,28,22,434 (Ten Crore Twenty-Eight Lakh Twenty-Two Thousand Four Hundred and Thirty-Four) Equity Shares of INR 10 (Indian Rupees Ten only) each, 3,98,21,715 (Three Crore Ninety Eight Lakh Twenty One Thousand Seven Hundred and Fifteen) Preference Shares of INR 100 (Indian Rupees One Hundred only) and 27,92,520 (Twenty Seven Lakh Ninety Two Thousand Five Hundred and Twenty) Preference Shares of INR 10 (Indian Rupees Ten only) each.

II. As on 31st March, 2024, the Issued, Subscribed and Paid-Up Capital of the Company is INR 369,23,45,470 (Indian Rupees Three Hundred Sixty Nine Crores Twenty Three Lakh Forty Five Thousand Four Hundred and Seventy Only) divided into 1,93,26,948 (One Crore Ninety Three Lakh Twenty Six Thousand Nine Hundred and Forty Eight) Equity Shares of INR 10 (Indian Rupees Ten Only) each, 3,47,13,502 (Three Crore Forty Seven Lakh Thirteen Thousand Five Hundred and Two) Preference Shares of INR 100 (Indian Rupees Hundred Only) each and 27,72,579 (Twenty Seven Lakh Seventy Two Thousand Five Hundred and Seventy Nine) Preference Shares of INR 10 (Indian Rupees Ten Only) each.

c) CHANGE IN SHARE CAPITAL

(i) During the year, the Authorized Share Capital of the Company has increased from INR 4,388,321,040 consisting of 37,822,434 Equity Shares of INR. 10 each, 39,821,715 Preference Shares of INR. 100 and 2,792,520 Preference Shares of INR. 10 each to INR. 5,038,321,040 consisting of 102,822,434 Equity Shares of INR. 10 each, 39,821,715 Preference Shares of INR. 100 and 2,792,520 Preference Shares of INR. 10 each in the Extra-Ordinary General Meeting held on 24th November, 2023.

(ii) During the year, your Company has issued and allotted:

i. 173,28,572 Series F Compulsory Convertible Cumulative Participating Preference Shares

of INR. 100 each at premium of INR. 44.27 on private placement on 04th June, 2023.

ii. Series F OCRPS were converted to Series F1 CCCPS pursuant to board and shareholders resolutions dated 19th July, 2023 and 25th July, 2023, respectively

iii. 9,44,287 Equity Shares of INR. 10 each at a premium of INR. 134.27 on private placement on 16th August, 2023.

iv. 2,89,963 Series C2 Compulsory Convertible Cumulative Participating Preference Shares of INR 100 each at premium of INR 53.13 on private placement on 27th September, 2023.

v. 346,575 Equity Shares of INR. 10 each on 20th September, 2023 pursuant to conversion of 346,575 Series F Compulsory Convertible Cumulative Participating Preference Shares of INR. 100 each

vi. 26,20,366 Equity Shares of INR. 10 each at a premium of INR. 263.13 through right issue on 27th October, 2023.

viii. 1,50,000 Sweat Equity shares to Mr. Amit Ramani, Chairman and Managing Director of the Company, On 27th September, 2023.

(iii) Further, 46,748,831 Equity Shares ofINR 10 each were

alloted on 25th April, 2024, pursuant to conversion

of all outstanding convertibles securities..

d) BUY BACK OF SECURITIES

The Company has not bought any shares from its shareholders during the year.

e) EQUITY SHARES WITH DIFFERENTIAL RIGHTS AND SWEAT EQUITY SHARES

The Company has not issued equity shares with differential rights as to dividend, voting or otherwise. On 27th September 2023, the Company has issued 1,50,000 Sweat Equity shares to Mr. Amit Ramani, Chairman and Managing Director of the Company.

f) EMPLOYEE STOCK OPTION SCHEME

Pursuant to approval of members of the Company on 15th June, 2015, the ''Awfis Space Solutions Limited -Employee and Director Stock Option Plan 2015'' ("ESOP Plan") was adopted, which was further amended on 24th January 2022, 06th June, 2022, 29th September, 2023 and 11th December, 2023. Ahead of its planned IPO, the company made a necessary amendment to ensure compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended ("SEBI SBEB Regulations"). Under the ESOP Plan, share-based benefits are granted to the eligible employees by granting stock options ("Options"), with

a view to attract and retain the talents and encourage employees to align their individual performances with the Company''s broader growth objectives.

During the year under review, the Company has granted 1,234,798 Employee Stock Options under ESOP Plan, whereas 4,05,601 Options were vested during the year. Further, during the year, some of employees of the Company had exercised their vested ESOPs, and the Company had allotted 2,23,500 Equity Shares to them.

Details of options as required pursuant to Companies Act, 2013 as amended from time to time and Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is given in Annexure II.

The disclosure, in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, is uploaded on the Investor Relations section of the website of the Company at https://www.awfis.com/ investor-relations/initial-public-offer/financials.

6) AUDITORS AND AUDITORS'' REPORT

a. Statutory Auditor

M/s. S. R. Batliboi & Associates LLP (Firm Registration No. 101049W/E300004), Chartered Accountants, were appointed as Statutory Auditors by the members at the 6th Annual General Meeting of the Company held on 11th December 2020. Their term was effective from the conclusion of the 6th Annual General Meeting until the conclusion of the ensuing Annual General Meeting. Due to the expiry of the current auditor''s term and the resulting vacancy, the Board of Directors recommends the appointment of M/s. Walker Chandiok & Co. LLP, Chartered Accountants (ICAI Firm Registration No.: 001076N/N500013), as the Statutory Auditors of the Company for a period of five years, commencing from the conclusion of the upcoming Annual General Meeting.

M/s. Walker Chandiok & Co. LLP have confirmed their eligibility and that they are not disqualified under the Companies Act, 2013, to be appointed as the Statutory Auditors of your Company.

b. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board had appointed Mr. Rupinder Singh Bhatia, Practicing Company Secretary, (COP No. 2514) (Peer Review No 1496/2021) to undertake the Secretarial Audit of your Company for the FY 2023-24 and FY 2024-25.

The Secretarial Audit Report for the year under review is provided as Annexure-III of this report. There are no qualifications, reservations or adverse remarks or disclaimers in the said Secretarial Audit Report.

c. Internal Auditors

As per the provisions of Section 138 of the Companies Act, 2013 and Rules made thereunder, the Company has appointed Protiviti India Members Private Limited as Internal Auditors for the Financial Year 2023-24.

7) FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12), OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors have not reported any incident of fraud to the Board of Directors of the Company.

8) MAINTENANCE OF COST RECORDS

As per the provisions of Section 148(1) of the Companies Act, 2013 and Rules made thereunder, the Company was not required to make a disclosure of maintenance of cost records as specified by the Central Government.

9) REVISION OF FINANCIAL STATEMENTS AND BOARD REPORT

There was no revision of financial statements and Boards'' Report of the Company during the financial year under review. However, for the purpose of IPO, the Company has re-stated the financial statements of preceding three financial years pursuant to the provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations").

10) 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 Company''s 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.

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. The Board comprised of six (6) Directors with an appropriate mix of Non-Executive Directors, Executive Directors and Independent Directors.

(ii) Appointment/Resignation of Directors

i. Mr. Dattatray Desale and Mr. Durganath Vinod Wagle were stepped down from the Board of the Company w.e.f. 05th June, 2023.

ii. Mr. Arjun Shankar Bhartia was appointed as an additional Non-Executive Director on 22nd November, 2023 by the Board of Directors of the Company. He was appointed as a regular Director (Non-Executive) by the members in their Extra-Ordinary General Meeting held on 24th November, 2023.

iii. Mr. Sanjay Mahesh Shah, Mr. Anil Parashar and Ms. Radhika Gokul Jaykrishna were appointed as Additional and Independent Directors on 03rd December, 2023. Their appointments as Independent Directors for a term of five (5) years w.e.f. 03rd December, 2023 were approved by the member of the Company in their meeting held on 16th December, 2023.

iv. Mr. Bhagwan Kewal Ramani stepped down from the Board of the Company w.e.f. 11th March, 2024.

(iii) Appointment/Resignation of Key Managerial Personnel (KMP)

During the financial year under review:

i. Mr. Amit Ramani was re-appointed as the Managing Director for a period of five years with effect from 16th July, 2024, pursuant to a resolution passed by our Board of Directors at their meeting held on 14th March, 2024 and a resolution passed by Shareholders at their Extraordinary General Meeting held on 13th April, 2024.

ii. Mr. Amit Kumar, Company Secretary was designated as Compliance Officer pursuant to a resolution passed by your Board of Directors on 8th December, 2023.

12) DIRECTOR''S RESPONSIBILITY STATEMENT

In terms of section 134(5) of the Companies Act, 2013, your

Directors'' state in respect of Financial Year 2023-24 that:

a) In the preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

b) 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 ended 31st March, 2024 and of the Loss of the Company for that period;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the Annual Accounts, on a going concern basis;

e) 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 Company''s 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

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable

laws and that such systems were adequate and operating effectively.

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

Your Company has appointed Ms. Radhika Gokul Jaykrishna, Mr. Sanjay Mahesh Shah and Mr. Anil Parashar as Independent Directors of the Company. The Brief Profile of them is stated below:

Ms. Radhika Gokul Jaykrishna is an Independent Director on the Board of your Company. She holds a bachelor''s degree in commerce from H.L. Commerce College, Gujarat University, Ahmedabad, Gujarat and she has passed the final examination held by the Institute of Cost Accountants of India. She has eight years of experience in managerial roles, investment portfolios management and real estate sectors. She currently serves as the director at Rex-Tone Industries Limited and Rex-Tone Digital Private Limited. She is the principal officer at Hunter Wealth Management LLP and the partner at Pluto Associates LLP.

Mr. Sanjay Mahesh Shah is an Independent Director on the Board of your Company. He holds a bachelor''s degree in technology (B.Tech) in aeronautical engineering from Indian Institute of Technology Bombay (IIT), Mumbai, Maharashtra, and a master''s degree in science (M.S.) with a major in computer science and applications from Virginia Polytechnic Institute and State University, USA. He has over 18 years of experience in computer engineering, software and logistics sectors. He is currently serving as the chief operating officer - India / South-East Asia with National Entrepreneurship Network. He has previously served as the founder and chief technology officer with Instavans Logistics Private Limited, the co-founder and a director of Zapty Software Private Limited, the managing director of Aveva Solutions India LLP and the managing director of Asia -sales with Net Right Technologies Private Limited.

Mr. Anil Parashar is an Independent Director on the Board of your Company. He is an associate member of the Institute of Chartered Accountants of India. He has over 27 years of experience in the financial sector. He is currently the whole-time director of InterGlobe Technology Quotient Private Limited. He has previously served as the group chief financial officer with InterGlobe Enterprises Private Limited. He has been inducted as a member to the CFO India Hall of Fame in recognition of an exemplary career and a lifetime of contribution to the world of finance.

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 Listing Regulations and are independent of the management.

14) APPOINTMENT AND STATEMENT OF DECLARATION BY AN INDEPENDENT DIRECTOR(S)

Your Company has received declarations from all Independent Directors confirming that:

(i) they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015.

(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 director''s 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.

15) BOARD EVALUATION

In accordance with the requirements of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee and the Board have established a process and identified criteria for the performance evaluation of the Board, its committees, the Chairman, and individual board members, including independent directors.

Pursuant to Schedule IV of the Act and Regulation 25(3) of the SEBI LODR Regulations, Independent Directors met on 14th March, 2024, during the year, without the presence of other members of the Board or the Company''s Management. At the meeting, Mr. Anil Prashar, Independent Director, expressed and suggested that the review of annual performance of Non-Independent Director and the Board for the FY 2023-24 could be conducted informally, through verbal discussions, as Independent Directors had only joined the Board in the last two quarters of the FY 2023-24 and during this brief period, the Board had only held four virtual meetings. He further acknowledged the effective coordination among all the Board members during this time.

16) NUMBER OF BOARD MEETINGS

During the period under review, the Board met 15 (Fifteen) times. 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.

17) COMMITTEES OF THE BOARD

As on 31st March, 2024, the Board had 7 (seven) committees namely the Audit Committee, the Nomination and Remuneration Committee, the Risk Management Committee, the Stakeholders'' Relationship Committee, Corporate Social Responsibility Committee, the Initial Public Offer (IPO) Committee and the Management Committee.

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. awfis.com/investor-relations/initial-public-offer/ composition-of-committees

18) PARTICULARS OF LOAN TO DIRECTORS OR TO ENTITIES IN WHICH DIRECTORS ARE INTERESTED UNDER SECTION 185 OF THE COMPANIES ACT, 2013

During the period under review, your Company has not given any loan to any Director or to entities in which Directors are interested under section 185 of Companies Act, 2013.

19) LOAN(S), GUARANTEE(S) OR INVESTMENT(S) AS PER SECTION 186

Details of loans and advances given, investments made or guarantees given or security provided as per the provisions of Section 186 of the Act and Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are given in the Note No. 7 forming part of the financial statements provided in the Annual Report.

20) EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE AUDITOR(s) IN THEIR REPORT

There is no qualification or adverse remark in Auditors'' Report. The observations of the Auditor in their Report are self-explanatory and therefore, in the opinion of the Directors, do not call for further comments.

21) VIGIL MECHANISM AND WHISTLE BLOWER 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 of the Act and Regulation 22 of SEBI Listing 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 victimization 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.awfis.com/investor-relations/ initial-public-offer/statutory-policies.

During the year under review, your Company has not received any complaints under the vigil mechanism.

22) 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 KMP''s appointment and remuneration and other matters ("Nomination and Remuneration Policy") which is available on the website of your Company at-https://www.awfis.com/images/ reports/miscellaneous/NRC%20Policy.pdf

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 Company''s Remuneration Policy is directed towards rewarding performance based on review of achievements. The Remuneration Policy is in consonance with the existing industry practice. We affirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy.

23) DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Board had constituted the Risk Management Committee. The composition of Risk Management Committee are 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 Listing 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 establishes the philosophy of the Company towards risk identification, analysis and prioritization of risks, development of risk mitigation plans and reporting on the risk environment of

25) 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.awfis.com/images/reports/miscellaneous/ CSR-Policy.pdf.

During the year under review, the provisions of Section 135 of the Companies Act, 2013 are not applicable to the company as it doesn''t meet the threshold criteria of turnover and/or Profit specified therein.

26) DIVIDEND DISTRIBUTION POLICY

The Dividend is available on the website of the Company and can be accessed at https://www.awfis.com/images/ reports/miscellaneous/Dividend%20Distribution%20 Policy.pdf. The Policy sets out the parameters and factors to be considered by the Board in determining the distribution of dividend to its members and / or retaining profits.

The Board has not recommended any dividend on the equity shares.

27) WEBLINK OF ANNUAL RETURN OF THE COMPANY

As per the Companies Amendment Act, 2017, Section 92(3) read with Rule 12 (1) of Companies (Management and Administration) Rules 2014, requires that every Company shall place a copy of its annual return on the website of the Company, if any. The Company is having its website i.e. https://www.awfis.com/investor-relations/initial-public-offer/financials and the annual return has been placed on the website.

28) DEPOSITS

The Company has neither accepted any deposit from public under Section 73 of the Act nor any amount of principle or interest was outstanding as on March 31, 2024.

Accordingly, disclosures related to deposits as required to be made under the Act are not applicable to the Company.

29) COMPLIANCE OF SECRETARIAL STANDARDS

In accordance with Section 118 of the Companies 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.

30) AWARDS AND RECOGNITIONS

During FY 2023-24, the Company received multiple awards and recognitions. Details in respect of such awards and recognitions are captured at Page No. 45, which forms a part of the Annual Report.

31) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134 of Act are provided in Annexure-IV of this report.

32) PARTICULARS OF EMPLOYEES

Your Company had 3498 employees (on a standalone basis) as at 31st March, 2024. The information required under Section 197 of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel (KMP) to the median of employees'' remuneration are provided in Annexure-V of this report.

The statement containing particulars of employees, as required under Section 197 of the Act, read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this Report. However, in terms of Section 136 of the Act, the Annual Report is being sent to the shareholders and others entitled thereto, excluding the said annexure, which is available for inspection by the shareholders at the Registered Office of your Company during business hours on working days of your Company. If any shareholder is interested in obtaining a copy thereof, such shareholder may write to the Company Secretary in this regard.

33) DETAILS OF SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES

The Company has one Subsidiary Company i.e. Awliv Living Solutions Private Limited ("Awliv"). There is no other subsidiary, associate and Joint Venture of the Company.

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

Awliv is a wholly owned subsidiary of Awfis and engage in the business of providing all type of living space solutions to customers / clients including shared living accommodations, space for parking lots, home solutions, etc. and to act as an internet service provider and to provide related services including satellite and broad band based communication services and to develop consumer oriented electronic commerce and all other similar and/or allied services.

The total income of Awliv for FY 2023-24 was INR 78.95 million, and the net profit was INR 4.78 million.

Pursuant to Section 129(3) of the Companies Act, 2013 ("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 Company in form AOC -1 is annexed to the consolidated financial statements as Annexure-VI.

In compliance with the provisions of Section 136 of the Act, the audited financial statements of Awliv are uploaded on the Investor Relations section of the website of Awfis at https://www.awfis.com/investor-relations/initial-public-offer/subsidiary.

The Company has adopted a policy for determining material subsidiaries pursuant to Regulation 16(1) (c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which is available on the Investor Relations section of the website of Company at https://www.awfis.com/images/reports/ miscellaneous/Policy%20for%20Determining%20 Material%20Subsidiary.pdf.

35) RELATED PARTY TRANSACTIONS

There are no materially significant related party transactions made by the Company with Promoters or other designated persons which may have potential conflict with the interest of the Company at large.

During the FY 2023-24, The Company had adopted ''Awfis Space Solutions Limited - Policy on dealing with Related Party Transactions'' ("RPT Policy") in compliance with Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The transactions entered by the Company with its related parties were in compliance with the RPT Policy and in the best interest of the Company.

The RPT Policy is available on the Investor Relations section of the website of the Company at http://www. awfis.com/images/reports/miscellaneous/Policy%20 on%20Related%20Party%20Transactions.pdf.

All the contracts/ arrangements/ transactions entered into by the Company with its related parties during FY 2023-24, were in its ordinary course of business and on an arm''s length basis and were approved by the Audit Committee.

During FY 2023-24, the Company has not entered into any arrangement / transaction / contract with its related parties which could be considered material and required approval of the Board or the Members. The disclosure of the particulars of the related party transactions in form AOC -2 as required under Section 134(3)(h) of the Act is annexed to the Annual Report as Annexure VII.

For further details of related party transactions during the year, please refer to note number 32 of the notes forming a part of the financial statements, attached to the Annual Report.

Pursuant to Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the details of related party transactions were filed with the stock exchanges on half yearly basis.

36) OTHER DISCLOSURES:

a) Amount to be carried to reserves

The Directors do not propose to transfer any amount to reserves.

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 Companies Act, 2013.

c) Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future:

No order(s) has been passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future during the period.

However, during the Financial Year 2022-23, the Company proposed a reduction, cancellation and extinguishment of the issued, subscribed and paid-up share capital from INR 2,16,51,81,020 divided into 3,01,34,112 Equity Shares of INR 10 each and 1,86,38,399 Compulsorily Convertible Preference Shares (''Preference Shares'') of INR 100 each to INR 179,06,05,800 divided into 1,50,42,220 Equity Shares of INR 10 each and 1,64,01,836 Preference Shares of INR 100 each by cancelling and extinguishing an aggregate of 1,50,91,892 Equity Shares of INR 10 each and 22,36,563 Preference Shares of INR 100 each.

Subsequently, in light of the same, the Company moved a petition before the National Company Law Tribunal (NCLT) Delhi, Court IV under Section 66 of the Companies

Act, 2013 read with National Company Law Tribunal (Procedure for Reduction of Share Capital of Company) Rules, 2016 bearing Company Petition No. 204/ND/2022 for reduction of share capital wherein the Company has proposed a reduction, cancellation and extinguishment of the issued, subscribed and paid-up share capital in the manner mentioned above.

Vide Order dated 25th May, 2023, the NCLT was pleased to allow the Petition filed by the Company and categorically stated that it has approved the amended form of minutes which stated the following:

The paid-up equity share capital of the Company is reduced from INR 30,13,41,120 divided into 3,01,34,112 fully paid-up equity shares of INR 10 each to INR 15,04,22,200 divided into 1,50,42,220 fully paid-up equity shares of INR 10 each by cancelling and extinguishing an aggregate of 1,50,91,892 fully paid-up equity shares of INR 10 each.

The paid-up Preference Share capital of the Company is reduced from INR 1,86,38,39,900 divided into 1,86,38,399 fully paid-up Compulsory Convertible Preference Shares of INR 100 each to INR 1,64,01,83,600 divided into 1,64,01,836 fully paid-up Compulsory Convertible Preference Shares of INR 100 each by cancelling and extinguishing an aggregate of 22,36,563 fully paid-up Compulsory Convertible Preference Shares of INR 100 each.

NCLT''s order approving the reduction of aforesaid share capital was pronounced on 25th May, 2023 and received by the Company on 26th May, 2023. Pursuant thereto, the shares of identified shareholders as detailed above were cancelled/extinguished on 4th June, 2023 upon payment of due consideration to them as per the Scheme approved by the NCLT.

d) 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.

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

f) Change in the nature of business, if any

During the year, the company has not changed its business and the activity of the company continues to be the same as it was earlier.

g) 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

(i) Initial Public Offer & consequent listing of Shares on National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE")

The equity shares of the Company got listed on Stock Exchanges with effect from 30th May, 2024, pursuant to the IPO of the Company by way of fresh issue of 3,343,939 Equity Shares aggregating to INR 1,279.99 Million and an Offer for Sale ("OFS") of 12,295,699

Equity Shares aggregating to INR 4,709.25 Million by some of the existing shareholders.

The issue comprising of a fresh issue and an offer for sale, was open for subscription from 22nd May, 2024 to 27th May, 2024. The anchor issue opened on 21st May 2023.

Company completed its IPO successfully with participation of several leading domestic and global institutional investors as well as NRIs, HNIs and retail investors. The Board is deeply grateful and honored by the trust and confidence shown in the Company by its members. The Board would also like to express its sincere appreciation for the invaluable support from various Authorities, Book Running Lead Managers (BRLMs), Stock Exchanges, Depositories, Legal Counsels, Consultants, Auditors, and the Company''s Employees, all of whom contributed significantly to the remarkable success of the Company''s maiden IPO.

Pursuant to Regulation 262 of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as the size of offer for sale by selling shareholders was in excess of INR 100 crores, the Company was required to appoint a credit rating agency as the Monitoring Agency. Accordingly, the Company appointed CARE Ratings Limited as monitoring agency for this Offer.

h) The details of application made or any proceeding pending under the insolvency and bankruptcy code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.

There is no application made or any proceeding pending against the Company under The Insolvency and Bankruptcy Code, 2016 during the year.

i) The details of difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof.

There has been no settlement made with any Bank or Financial institution by the Company during the Financial Year, thus the requirement to provide details not applicable to the Company.

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

37) CAUTIONARY STATEMENT

Statements in this Report and the Management Discussion & Analysis Report describing the Company''s objectives, expectations or forecasts may be forwardlooking within the meaning of applicable laws and regulations. Actual results

38) ACKNOWLEDGEMENTS

Your directors wish to place on record their appreciation and acknowledge with gratitude the support and cooperation extended by the company''s valued customers, suppliers and its bankers and look forward to their continued support. Your directors also thank all the staff and workers of the Company at all levels for their dedicated services.