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.