AWFIS Space Solutions Ltd

Dear Members,

Your Board of Directors are pleased to present the 11^th Board's Report on the business and operations of Awfis Space Solutions Limited ("Company" or "we" or "Awfis") along with the audited standalone and consolidated financial statements of the Company for the Financial Year ended 31^st March, 2025 ("FY 2024-25"). Wherever required, the consolidated performance of the Company and its subsidiaries have also been provided.

1) THE FINANCIAL SUMMARY AND OPERATION HIGHLIGHTS

The Standalone and Consolidated financial highlights of the Company's operations are summarised below:

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.

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 202425. 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.

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 2025-26.

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.

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.

11) DIRECTORS AND KEY MANAGERIAL PERSONNEL OF THE COMPANY (i) The present composition of the Board of the Company is as under:

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.

The Committees and their composition are as follows:

*Mr. Sumit Lakhani, Chief Executive Officer and Mr. Ravi Dugar, Chief Financial Officer of the Company are also member of Risk Management Committee. ** Appointed on Board w.e.f. 4^th May, 2024

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.

As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the following details are provided:

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;

(ii) are not involved in the management or day- to-day affairs of the Company; and

(iii) satisfy all the conditions stipulated under Regulation 31A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for reclassification.

Accordingly, the Board approved the proposal for reclassification and made an application to the Stock Exchanges. Both BSE Limited and the National Stock Exchange of India Limited, vide their letters no. LIST/COMP/AP/191/2025-26 and NSE/LIST/COMP/AWFIS/471 /2025-2026 dated June 2, 2025, respectively, conveyed their no-objection to the proposed reclassification. Subsequently, as required under Regulation 31A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, approval of the shareholders was obtained through postal ballot by way of an ordinary resolution on July 09, 2025.

Accordingly, Peak XV Partners Investments V and seventeen other entities/persons belonging to its Promoter Group have been reclassified from the 'Promoter and Promoter Group' category to the 'Public' category.

b. Change in main object of the Company

The Company had amended the main object of the Company vide special resolution passed by the members of the Company through Postal Ballot by adding the new subclause as sub-clause No. 7 after the existing sub-clause No. 6, the new clause expand the scope of the Company's objects clause in the Memorandum of Association to include manufacturing, trading, assembling, importing, exporting, and dealing in all kinds of furniture and furnishing materials.

The addition will enable the Company to directly engage in the sourcing, production, and sale of furniture, fixtures, and related goods required for setting up coworking spaces. This vertical integration is expected to bring in significant cost efficiencies in the setup and maintenance of coworking centres.

Furthermore, the new object clause also opens up a new business opportunity for the Company to supply complete office furniture and furnishing solutions to third-party clients, thereby creating an additional revenue stream. The expanded object clause will empower the Company to deal in furniture made from various materials such as wood, steel, glass, leather, plastic, rubber, fibre, etc., and related furnishings like carpets, rugs, curtains, blinds, and office decor items. It will also allow the Company to offer ancillary services such as repair, cleaning, upholstery, packing, and moving services in connection with the furniture and furnishings business.

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 forwardlooking 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:

There were no instances of deviation(s) or variation(s) in the utilisation of proceeds of IPO as mentioned in the objects of Offer in the Prospectus dated May 27, 2024, in respect of the IPO of the Company.

42) 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.