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