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

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

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

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

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

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

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

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

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

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

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

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

3) MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

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

4) BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

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

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

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

5) CORPORATE GOVERNANCE REPORT

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

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

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

6) SHARE CAPITAL

a) STATUS OF SHARES

The Equity Shares of the Company were listed on
National Stock Exchange of India Limited ("NSE")
and BSE Limited ("BSE") (hereinafter shall be referred
as "Stock Exchanges") w.e.f. May 30, 2024, and the
Company's shares are compulsorily tradable in
electronic form. The annual listing fees for FY 2026¬
27 has been paid to both the Stock Exchanges

i.e. BSE and NSE.

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

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

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

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

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

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

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

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

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

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

d) BUY BACK OF SECURITIES

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

e) EQUITY SHARES WITH DIFFERENTIAL RIGHTS
AND SWEAT EQUITY SHARES

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

f) EMPLOYEE STOCK OPTION SCHEME

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

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

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

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

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

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

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

7) AUDITORS AND AUDITORS' REPORT

a. Statutory Auditor

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

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

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

b. Secretarial Auditors

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

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

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

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

c. Internal Auditors

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

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

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

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

10) DETAILS IN RESPECT OF ADEQUACY OF
INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS

The Company has laid down adequate internal
financial controls commensurate with the scale,
size and nature of the business of the Company.
The Company has in place adequate policies and
procedures for ensuring the orderly and effective
control of its business, including adherence to
the Company's policies, safeguarding its assets,
prevention and detection of frauds and errors, the
accuracy and completeness of the accounting
records, and the timely preparation of reliable
financial disclosures. Effectiveness of internal
financial controls is ensured through management
reviews, controlled self-assessment and
independent testing by the Internal Auditor. Based
on the results of management reviews, independent
audits and the Audit Committee review, the Board
is of the opinion that the internal financial controls
were adequate and operating effectively throughout
the Financial Year under review.

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

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

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

(ii) Appointment/Resignation of Directors

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

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

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

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

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

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

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

1. Mr. Amit Ramani - Chairperson & Managing Director

2. Mr. Sumit Lakhani - Chief Executive Officer

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

4. Mr. Sumit Rochlani - Chief Financial Officer

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

Cessations:

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

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

Appointments:

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

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

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

12) DIRECTOR'S RESPONSIBILITY STATEMENT

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

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

b) The Directors had selected such accounting
policies and applied them consistently and
made judgments and estimates that are
reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company
at the end of the Financial Year ended March
31, 2026, and of the Profit of the Company
for that period;

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

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

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

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

13) BOARD EVALUATION

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

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

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

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

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

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

14) NUMBER OF BOARD MEETINGS

During the period under review, the Board met 9
(nine) times. The maximum interval between any
two meetings of the Board did not exceed 120 days.
Details of the meetings of the Board along with
the attendance of the Directors therein have been
disclosed in the Corporate Governance Report
forming part of this Annual Report.

15) COMMITTEES OF THE BOARD

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

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

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

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders’ Relationship Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

• IPO Committee

• Management Committee

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

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

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

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

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

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

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

18) VIGIL MECHANISM AND WHISTLE BLOWER
POLICY

Your Company has adopted a Whistle Blower Policy
and has established the necessary vigil mechanism
for directors and employees in confirmation
with Section 177 of the Companies Act, 2013 and

Regulation 22 of SEBI LODR Regulations, to facilitate
reporting of genuine concerns about unethical
or improper activity, without fear of retaliation.
The vigil mechanism of your Company provides
for adequate safeguards against victimization of
whistle blowers who avail of the mechanism and
also provides for direct access to the Chairman of
the Audit Committee in exceptional cases.

The said policy is provided at website of the
Company athttps://www.awfis.com/investor-
relations/initial-public-offer/statutory-policies.

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

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

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

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

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

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

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

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

20) DEVELOPMENT AND IMPLEMENTATION OF
RISK MANAGEMENT POLICY

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

The Board has constituted the Risk Management
Committee. The composition of Risk Management
Committee is given in the Corporate Governance
Report, forming part of the Annual Report. Further,
pursuant to Section 134(3) (n) of the Act and
Regulation 17(9) of the SEBI LODR Regulations, the
Company has formulated and adopted the Risk
Management Policy which provides a structured
framework for identification, assessment, monitoring
and mitigation of risks across the organization.
The framework is designed to promote a proactive
approach towards risk management and supports
informed decision-making, business continuity and
sustainable value creation.

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

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

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

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

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

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

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

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

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

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

23) CORPORATE SOCIAL RESPONSIBILITY
(CSR)

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

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

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

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

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

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

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

24) DIVIDEND AND DIVIDEND DISTRIBUTION
POLICY

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

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

25) WEBLINK OF ANNUAL RETURN OF THE
COMPANY

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

26) DEPOSITS

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

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

27) COMPLIANCE OF SECRETARIAL STANDARDS

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

28) AWARDS AND RECOGNITIONS

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

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

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

30) PARTICULARS OF EMPLOYEES

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

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

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

31) DETAILS OF SUBSIDIARY/JOINT VENTURES/
ASSOCIATE COMPANIES

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

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

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

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

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

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

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

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

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

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

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

32) RELATED PARTY TRANSACTIONS

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

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

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

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

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

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

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

33) OTHER DISCLOSURES:

a) Amount to be carried to reserves

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

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

No amount is required to be transferred to Investor
Education and Protection Fund (IEPF) pursuant to
Section 124(5) of the Companies Act, 2013 as the
same is not applicable.

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

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

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

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

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

g) There have been no material changes
and commitments, affecting the financial
position of the company which have
occurred between the end of the Financial
Year of the company to which the financial
statements relate till the date of this report

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

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

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

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

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

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

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

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

34) CAUTIONARY STATEMENT

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

35) HUMAN RESOURCES MANAGEMENT

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

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

36) BOARD POLICIES

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

37) ACKNOWLEDGEMENTS

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