Directors Report of Indiqube Spaces Ltd.

Mar 31, 2025

Your Directors have immense pleasure in presenting the 11^th Annual Report of the business and operations of the Company together with audited Statement of Accounts and the Auditors' Report of your company for the financial year ended 31^st March 2025.

1. COMPANY SPECIFIC INFORMATION

1.1 FINANCIAL SUMMARY AND HIGHLIGHTS

The Company's performance during the financial year ended 31^st March 2025 as compared to the previous financial year is summarized below:

Particulars	Current Financial Year (2024-25)	Previous Financial Year (2023-24)
Â	Rs. in Million	Rs. in Million
Revenue from Operations	10,592.86	8,305.73
Other Income	436.45	370.87
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	6,601.91	2,634.22
Less: Depreciation/ Amortisation/ Impairment	4,871.39	3,922.43
Profit /loss before Finance Costs, Exceptional items and Tax Expense	1,730.48	(1,288.20)
Less: Finance Costs	3,303.51	2,560.02
Profit / (loss) before Exceptional items and Tax Expense	(1,573.03)	(3,848.22)
Add/(less): Exceptional items: Prior Period Adjustments	Â	Â
Profit /(loss) before Tax Expense	(1,573.03)	(3,848.22)
Less: Tax Expense (Current & Deferred)	(176.86)	(433.14)
Profit /(loss) for the year (1)	(1,396.17)	(3,415.08)
Total Comprehensive Income/loss (2)	(14.29)	(2.28)
Total (1+2)	(1,410.46)	(3,417.36)

Â	Â	Â
Balance of profit /(loss) for earlier years	(7,843.94)	(4,426.58)	Â
Less: Transfer to Debenture Redemption Reserve	-	-	Â
Less: Transfer to Reserves	-	-	Â
Less: Dividend paid on Equity Shares	-	-	Â
Less: Dividend paid on Preference Shares	-	-	Â
Less: Dividend Distribution Tax	-	-	Â
Balance carried forward	(9,254.40)	(7,843.94)	Â

1.2    AMOUNT. IF ANY, WHICH THE BOARD PROPOSES TO CARRY TO ANY RESERVES

The Board of Directors of your Company has decided not to transfer any amount to the Reserves for the year under review.

1.3    DIVIDEND

The Board of Directors does not recommend for dividend in view of conserving the reserves, considering the future earnings prospect and further investments by the Company for expansion of the business in the ensuing years.

1.4    MAJOR EVENTS OCCURRED DURING THE YEAR

a) State of the Company's affairs

i.    Segment-wise position of business and its operations

The Company's sole business segment is primarily, the business of leasing of shared workspaces of fully or partly equipped premises and its principal geographical segment is India. The Company has the policy of reporting the segments in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (CODM). The Board of Directors of the Company has been identified as the Chief Operating Decision Maker (CODM) as defined by Ind AS 108, Operating Segments. The Company is primarily carrying out leasing of managed commercial workspaces of equipped premises which according to the management, is considered as the only business segment. Accordingly, no separate segmental information has been provided herein. The Company's principal operations, revenue and decision-making functions are located in India and there are no revenue and non-current assets outside India

ii.    Change in status of the Company

During the year the name of the Company is changed from Innovent Spaces Private Limited to Indiqube Spaces Private Limited pursuant to a fresh certificate of incorporation issued by the ROC, CPC on 8th November 2024.

Further, the Company was converted from a private limited company to public limited company, and consequently, its name was changed from INDIQUBE SPACES PRIVATE LIMITED to INDIQUBE SPACES LIMITED, pursuant to approval by ROC, CPC on 17th December 2024.

iii.    Key business developments

The Company for the purpose of investment in CAPEX, primarily in Interior and Fit outs, for the projects/buildings will allocate INR 4,626.49 million out of the net proceeds from the offer. The company further will utilize proceeds of proposed public issue towards the CAPEX cost (Funding capital expenditure - establishment of new centers) in line with the Objects of the Offer as proposed in the DRFIP filed and shall deploy to the extent of INR 1,944.03 million for FY 2025-26, INR 1,868.68 million for FY 2026-27, INR 813.78 million for FY 2027-28. The 20 MW Solar project will be fully operational in the FY 2025-26.

The CRISIL Ratings has been upgraded to 'CRISIL A+/Stable' from 'CRISIL A/Positive' during the FY 2024-25.

iv.    Change in the financial year

There is no change in financial year of the company during the period under review.

v.    Capital expenditure programme

The Company has invested in capital expenditure program during the year as detailed below:

Particulars	Rs. in Million
Leasehold Building	1,445.15
Plant & Machinery	532.31
Furniture & Fixtures	301.62
Computers	164.72
Office equipment	75.92
Computer Software	64.47
Trademarks and copyrights	0.19
Total Capital Expenditure	2,584.38

vi.    Details and status of acquisition, merger, expansion, modernization and diversification

The Company has not made any acquisition/merger/expansion/modernization or any diversification in the business. Further, the Company is looking for better ventures for the expansion of the Company business in the upcoming years.

vii.    Developments, acquisition and assignment of material Intellectual Property Rights

During the period under review, there has been no developments, acquisition and assignment of material Intellectual Property Rights.

viii.    Any other material event having an impact on the affairs of the company

During the period under review, the company filed the DRFIP on 24^th December 2024 and received final observations from SEBI on 24^th March 2025. Apart from this, there has been no material event which may have an impact on the affairs of the Company.

b)    Change in the nature of business

There is no change in the nature of business during the period under review.

c)    Material changes and commitments, if any, affecting the financial position of the Company, having occurred since the end of the Year and till the date of the Report

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year 2024-25 and to the date of this report.

1.5    DETAILS OF REVISION OF FINANCIAL STATEMENTS OR THE REPORT

The Company has not revised its financial statements or the Report in respect of any of the preceding financial years either voluntarily or pursuant to the order of a judicial authority.

Key changes from the end of the financial year till the date of this report

1.6    INITIAL PUBLIC OFFER

Your Company is considering reduction in the size of Initial Public Offer (IPO) from INR 7,500 million and INR 1,000 million by certain selling shareholders of the Company to INR 6,500 million and aggregating up to INR 500 million by certain selling shareholders of the Company.

1.7    INTERMEDIARIES TO THE ISSUE

The Company has identified Axis Bank and ICICI Bank Limited as the Banker to the Issue and Sponsor banks. The company also identified CRISIL Ratings Limited as the Monitoring Agency and MUFG Intime Private Limited as the Share Escrow Agent.

1.8    FORMATION OF RISK MANAGEMENT COMMITTEE

The company has formed the Risk Management Committee and the composition of the committee is provided as below:

SI no.	Name of the director	Status of the member in committee	Category of Directors
1.	Mr Rishi Das	Chairperson	Chairman Executive Director & CEO
2.	Ms Meghna Agarwal	Member	Executive Director & COO
3.	Ms Sachi Krishana	Member	ndependent Director

1.9 LISTING STATUS

The Company is not listed on any stock exchange as on date of this report.

RECOGNITIONS AND AWARDS

During the year under review, the Company won several awards for excellence. Few such awards/ recognitions are as below:

2024-2025	Awarded the 'Sustainable Initiative of the Year, 2024 Go Green' award at the 4th Edition of Sustainability Summit and Awards, 2024
2024-2025	Awarded the 'Recognition Award’ for outstanding demonstration in excellence in energy management/ waste/ water/ pollution management
2024-2027	Received the 'IGBC Green Interiors' platinum certifications from the Indian Green Building Council for one property.

2. GENERAL INFORMATION

2.1.    OVERVIEW OF THE COMPANY BUSINESS

Indiqube was incorporated in 2015, much the same way any other company is - with an idea.

We, at Indiqube, create the right business environment for emerging companies to thrive by providing space to grow with key growth drivers like scalability and flexibility. In real sense, we truly are their growth partners who help them to seamlessly expand and grow in the same location without worrying about other hassles of searching and shifting to a new space. We go beyond just space and provide opportunities for businesses to focus on their goals.

We help companies invest more in their business by reducing the CAPEX (capital expenditure) and use it for operations/growth. We help companies focus and invest in things that matter to their business. Our partnered spaces like training room, conference room and boardroom are based on pay-per-use model, which helps companies use the same space to allocate it for employees.

Our ecosystem of growth enables companies to leverage the advantage of Economies of Scale (the cost of resources and usage on infrastructure is on shared basis enabling reduction of costs). In short, the companies only have to bring their systems/ laptops and start working without worrying about the maintenance and other technical glitches.

2.2.    FUTURE OUTLOOK

After reaching the revenue level of INR. 10,592.86 million in the FY 2024-25, the management of the company is looking forward to increasing the revenue at a growth rate of minimum 20% YOY basis for next couple of years. The company is looking forward to managing the space of 9.0+ mn SFT by 2025-26 as demand for the space has been looking on a moderate level by covering 1.29 million square feet, 1.24 million square feet and 0.54 million square feet through new centers in Fiscal 2026, 2027 and 2028, respectively. We propose to utilize an estimated amount of ?1,944.03 million during Fiscal 2026, ? 1,868.68 million during Fiscal 2027 and ? 813.78 million during Fiscal 2028 from the IPO Proceeds towards establishment of such new centers.

The company has added few buildings in Tier-ll and Tier III cities such as, Calicut and Vijayawada

Company's current occupancy is at a healthy level of more than ~80%. Considering the increase in demand from clients in non Indiqube properties, the company is exploring multiple combinations in following area of operations:

Design-Build : Renovate / Upgrade / Expansion projects

Services : Facility Management, Cafeteria, Transport, Events among others

Technology : Al-a-carte tech modules for.Meeting Rooms, VMS, House keeping & more

2.3.    INDUCTION OF STRATEGIC AND FINANCIAL PARTNERS DURING THE YEAR

During the year under review, there has been no addition in induction of strategic and financial partners.

2.4.    IN CASE OF A COMPANY, WHICH HAS DELISTED ITS EQUITY SHARES, DURING THE YEAR OR TILL THE DATE OF THE REPORT, THE PARTICULARS OF DELISTING ACTIVITY GIVING DETAILS LIKE PRICE OFFERED PURSUANT TO DELISTING OFFER, OFFER PERIOD OF DELISTING, NUMBER OF SHARES TENDERED AND ACCEPTED. TOTAL CONSIDERATION PAID AND THE HOLDING OF THE PROMOTERS IN THE COMPANY POST DELISTING

During the year, the company has neither listed nor delisted its equity shares.

3. CAPITAL AND DEBT STRUCTURE

The authorized, issued, subscribed and paid-up share capital of the Company as on 31st March 2025 are as follows:

Particulars
Share Capital	Rs. in Million except share data
(i) Authorized Share Capital	Â
25,00,00,000 equity shares of INR 1 each	250.00
6,25,00,000 0.001% Series A Compulsorily Convertible Preference Shares of INR 1 each	62.50
1,25,00,000 0.001% Series B Compulsorily Convertible Preference Shares of face value of INR 1 each	12.50
Total	325.00
(ii) Issued Share Capital	Â
13,01,83,612 Equity Shares of INR 1 each	130.18
6,07,61,232 0.001% Series A Compulsorily Convertible Preference Shares of INR 1 each	60.76
1,09,27,823 0.001% Series B Compulsorily Convertible Preference Shares of INR 1 each	10.93
Total	201.87
(iii) Subscribed & Paid-up Equity Share Capital	Â
13,01,83,612 Equity Shares of INR 1 each	130.18
6,07,61,232 0.001% Series A Compulsorily Convertible Preference Shares of INR 1 each	60.76
1,09,27,823 0.001% Series B Compulsorily Convertible Preference Shares of INR 1 each	10.93
Total	201.87

During the year, the Company has subdivided the existing preference shares of the Company comprising of face value of INR 10/- to INR 1/- each on 06-12-2024 and the existing share capital of the Company stands revised from INR 1,90,00,000 (Rupees One Crore Ninety Lakhs only) divided into

70.00. 000 (Seventy lakhs) Equity Shares of face value of INR 1 (Rupee One) each, 9,00,000 0.001% Series A Compulsorily Convertible Preference Shares of face value of INR 10 each and 3,00,000 (Three lakhs) 0.001% Series B Compulsorily Convertible Preference Shares of face value of INR 10 each to INR

1.90.00. 000 (Rupees One Crore Ninety Lakhs only) divided into 70,00,000 (Seventy lakhs) Equity Shares of face value of INR 1 (Rupee One) each, 90,00,000 (Ninety Lakhs) 0.001% Series A Compulsorily Convertible Preference Shares of face value of INR 1 each and 30,00,000 (Thirty lakhs) 0.001% Series B Compulsorily Convertible Preference Shares of face value of INR 1 each.

Further, the Company has increased the authorised share capital on 06-12-2024 from INR 1,90,00,000 (Rupees One Crore Ninety Lakhs only) divided into 70,00,000 (Seventy lakhs) Equity Shares of face value of INR 1 (Rupee One) each, 90,00,000 (Ninety Lakhs) 0.001% Series A Compulsorily Convertible Preference Shares of face value of INR 1 each and 30,00,000 (Thirty lakhs) 0.001% Series B Compulsorily Convertible Preference Shares of face value of INR 1 each to INR 32,50,00,000 (Rupees Thirty two Crore fifty Lakhs only) divided into 25,00,00,000 (Twenty five Crores) Equity Shares of face value of INR 1 (Rupee One) each, 6,25,00,000 (six crore twenty five lakhs) 0.001% Series A Compulsorily Convertible Preference Shares of face value of INR 1 each and 1,25,00,000 (one crore twenty five lakhs) 0.001% Series B Compulsorily Convertible Preference Shares of face value of INR 1 each.

Pursuant to allotment of bonus shares by the Company on 06-12-2024, the issued, subscribed and paid up capital stands increased from INR 1,19,30,622, /- divided into 18,33,572 (Eighteen Lakhs Thirty Three Thousand Five Hundred Seventy Two) Equity Shares of INR 1 each, 8,55,792 (Eight Lakhs Fifty Five Thousand Seven Hundred Ninety Two) 0.001% Series A Compulsorily Convertible Preference Shares of INR 10 each and 1,53,913 (One Lakh Fifty Three Thousand Nine Hundred Thirteen) 0.001% Series B Compulsorily Convertible Preference Shares of INR 10 each to INR 20,18,72,667/- divided into 13,01,83,612 (Thirteen Crore one Lakh Eighty Three Thousand Six Hundred Twelve) Equity Shares of INR 1 each, 6,07,61,232 (Six Crore Seven Lakhs Sixty One Thousand Two Hundred Thirty Two) 0.001% Series A Compulsorily Convertible Preference Shares of INR 1 each and 1,09,27,823 (One Crore Nine Lakhs Twenty Seven Thousand Eight Hundred Twenty Three) 0.001% Series B Compulsorily Convertible Preference Shares of INR 1 each.

As on the date of this report, the Series A and Series B CCPSs issued by the company have been completely converted into Equity shares pursuant to Shareholders' agreement dated April 18, 2018 entered into by and among our Company, Rishi Das, Meghna Agarwal, Anshuman Das, Aravali Investment Holdings, Careernet Technologies Private Limited, Hirepro Consulting Private Limited, WestBridge AIF I, Konark Trust, MMPL Trust, and Ashish Gupta and such shareholders agreement as amended by shareholders amendment agreements dated March 31, 2022, dated June 2, 2022 and March 27, 2024 and Deed of adherence dated April 18, 2018 executed by Ashish Gupta ("Shareholders' Agreement") read with waiver cum amendment agreement dated December 23, 2024 in the board meeting held on 16.05.2025.

3.1.    ISSUE OF SHARES OR OTHER CONVERTIBLE SECURITIES

The Company has not issued any shares or other convertible securities during the year under review.

3.2.    ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any equity shares with differential rights during the year under review and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

3.3.    ISSUE OF SWEAT EQUITY SHARES

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

3.4.    DETAILS OF EMPLOYEE STOCK OPTIONS

The Company in its EGM held on 16.11.2024 approved partial modification of the earlier resolution passed by the Shareholders of the Company on 01.08.2022 and decided to amend the ESOP Plan, ESOP pool size, such terms to introduce constitution of Nomination and Remuneration Committee to provide recommendation to the Board on matters relating to ESOPs, authorization to set up trust to administer the options if required, changes in other terms and conditions in line with Securities and Exchange Board of India (Share Based Employee Benefits & Sweat Equity) Regulations 2021 as amended and enacted from time to time whereof and further increase the existing ESOP Pool size of 'IndiQube- Employee Stock Option Plan 2022' from 44,572 options to 57,200* and further to 40,61,200²Â options or such number of options upto 2.18% of the paid up share capital of the company, with same terms and conditions. It was also decided that options reserved under the 'IndiQube-Employee Stock Option Plan 2022' shall be suitably adjusted pursuant to any rights issue or issue of bonus shares or stock splits or consolidation of shares and any options granted shall be suitably adjusted for the number as well as the exercise price of options as per 'IndiQube- Employee Stock Option Plan 2022' and the Shares so issued and allotted under the 'IndiQube- Employee Stock Option Plan 2022' shall rank pari passu with the then existing Shares of the Company. And the company has granted 8670 options during the period under review and the status of the ESOPs as on 31.03.2025 is as below as on the date of this report.

The following table summarizes the transactions of stock option under "ESOP scheme 2022"
No. of options granted, exercised and forfeited	For the year ended 31 March 2025	For the year ended 31 March 2024
Outstanding at the beginning of the year	36,342	37,315
Granted during the year	8,670	Â
Bonus issued during the period	3,102,190	Â
Total	3,147,202	37,315
Forfeited during the year	11,664	973
1    W.e.f. EGM dated 16.11.2024 2    W.e.f EGM dated 06.12.2024

Cancelled during the year	Â		Â	Â
Outstanding at the end of the year	3,135,538		36,342
Exercisable at the end of the year	1,279,420		9,114
The disclosures as per the provisions of Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014, areas below:
Disclosures		Elucidation			Â
Options granted		3,147,202
Options vested		1,279,420
Options exercised		Nil
The total no. of shares arising as a result of exercise of option		Nil
Options lapsed/surrendered		11,664
Exercise price		-
Variation in terms of options		No variation
Money realised by exercise of options		Nil
Total number of options in force		3,135,538
Employee wise details of options granted to: (i)    Key Managerial Personnel; (ii)    any other employee who receives a grant of options in any one year of options amounting to five percent or more of total options granted during that year; (iii)    identified employees who were granted options, during any one year, equal to or exceeding one percent of the issued capital, excluding outstanding warrants and conversions, of the company at the time of grant.		1,314,565 One employee exceeds the limit Nil

3.5.SHARES HELD IN TRUST FOR THE BENEFIT OF EMPLOYEES WHERE THE VOTING RIGHTS ARE NOT EXERCISED DIRECTLY BY THE EMPLOYEES

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

3.6.ISSUE OF DEBENTURES. BONDS OR ANY NON-CONVERTIBLE SECURITIES

During the year under review, the Company has not issued any debentures, bonds or non-convertible securities.

3.7. ISSUE OF WARRANTS

The Company has not issued any warrants during the year under review.

3.8.    DISCLOSURE RELATING TO BUY BACK OF SHARES

The Company has not bought back any of its securities during the year under review.

3.9. DISCLOSURE RELATING TO BONUS SHARES

During the year under review, the company has allotted Bonus Shares to the existing shareholders of the company in the ratio of 70:1 (equity shareholders), 61:10 (series A CCPS holders) and 61:10 (series B CCPS holders). Details of allotment to the shareholders and their consolidate holding as tabled below:

Equity shares
Name of shareholder	No. of shares held	No. of bonus shares allotted	Total no. of shares held post allotment of bonus shares
Rishi Das	4,89,975	3,42,98,250	3,47,88,225
Anshuman Das	6,53,299	4,57,30,930	4,63,84,229
Meghna Agarwal	4,89,974	3,42,98,180	3,47,88,154
Ashish Gupta	11,200	7,84,000	7,95,200
Aravali Investment Holdings	160	11,200	11,360
Careernet Technologies Private Limited	1,33,342	93,33,940	94,67,282
Hirepro Consulting Private Limited	55,622	38,93,540	39,49,162
Series A CCPS
Name of shareholder	No. of shares held	No. of bonus shares allotted	Total no. of shares held post allotment of bonus shares
Ashish Gupta	1,85,920	11,34,112	13,20,032
Aravali Investment Holdings	83,72,000	5,10,69,200	5,94,41,200
Series B CCPS
Name of shareholder	No. of shares held	No. of bonus shares allotted	Total no. of shares held post allotment of bonus shares
Ashish Gupta	15,230	92,903	1,08,133
WestBridge AIF 1	15,00,640	91,53,904	1,06,54,544
Konark Trust	21,520	1,31,272	1,52,792
MMPLTrust	1,740	10,614	12,354

4.    CREDIT RATING OF SECURITIES

The company has not obtained any credit rating for its securities during the year,

5.    INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The company has not transferred any amount to Investor Education & Protection Fund during the year under review.

6.    MANAGEMENT

6.1. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board comprises of Eight (8) directors as on 31.03.2025. The Board composition is as follows:

S. No.	Name of the director	Designation
01	Mr. Rishi Das	Chairman, Executive Director and Chief Executive Officer ("Chairman, ED and CEO")
02	Ms. Meghna Agarwal	Executive Director and Chief Operating Officer ("ED and COO")
03	Mr. Anshuman Das	Director (Non-Executive)
04	Mr. Sandeep Singhal	Nominee Director, on behalf of Aravali Investments Holdings and Westbridge AIF
05	Mr. Avalur Gopalaratnam Muralikrishnan	Independent Director
06	Mr. Naveen Tewari	Independent Director
07	Mr. Rahul Matthan	Independent Director
08	Ms. Sachi Krishana	Independent Director
The details of KMP, as on 31.03.2025 is tabled below:
S. No.	Name of the KMP	Designation
01	Mr. Rishi Das	Chief Executive Officer (CEO)
02	Ms. Meghna Agarwal	Chief Operating Officer (COO)
03	Mr. Deepak Dadhich	Chief Business Officer (CBO)
04	Mr. Pawan Jaichandbhai Jain	Chief Financial Officer (CFO)
05	Mr. Pranav Ayanath Kuttiyat	Company Secretary & Compliance Officer (CS)

Changes in Directorship/Key Managerial Personnel during the year under review:

(i) Mr. Sandeep Singhal (DIN: 00040491) was appointed as Nominee Director, on behalf of Aravali Investments Holdings and Westbridge AIF, with effect from 23^rd July 2024 and his appointment was regularized by the shareholders at the AGM held on 29^th November 2024.

(ii)    Mr. Pranav Ayanath Kuttiyat (M. No - A57351) was appointed as the Company Secretary of the company with effect from 15^th November 2024. He was further designated as Compliance Officer w.e.f. 18^th December 2024.

(iii)    Pursuant to the approval by the board, Nomination and Remuneration Committee and shareholders at their meetings held on 18^th December 2024, the following Directors were appointed, with effect from 18^th December 2024:

S. No.	Name of the director	Designation
01	Mr. Rishi Das (DIN: 00420103)	Chairman, Executive Director and Chief Executive Officer ("Chairman, ED and CEO")
02	Ms. Meghna Agarwal (DIN: 06944181)	Executive Director and Chief Operating Officer ("ED and COO")
03	Mr. Anshuman Das (DIN: 00420772)	Director (Non-Executive)
04	Mr. Sandeep Singhal (DIN: 00040491)	Nominee Director, on behalf of Aravali Investments Holdings and Westbridge AIF
05	Mr. Avalur Gopalaratnam Muralikrishnan (DIN:00013305)	Independent Director
06	Mr. Naveen Tewari (DIN: 00677638)	Independent Director
07	Mr. Rahul Matthan (DIN: 01573723)	Independent Director
08	Ms. Sachi Krishana (DIN: 10828969 )	Independent Director

Changes in Directorship/Key Managerial Personnel from the closure of financial year 2024-25 till the date of report: Nil

6.2. COMMITTEES

During the year, in connection with the proposed initial public offering of the Company, the Company has constituted the required Committees effective from 18^th December 2024 and adopted the terms of reference thereof to bring it in conformity with the SEBI Listing Regulations

(i) Audit Committee

Pursuant to approval of Board of Directors in its meeting held on December 18, 2024 the "Audit Committee" has been constituted comprising of following members:-

Name	Position on the Committee	Designation
Mr. Avalur Gopalaratnam Muralikrishnan	Chairperson	Independent Director
Ms. Sachi Krishana	Member	Independent Director
Mr. Rishi Das	Member	Chairman & CEO

(ii)	IPO Committee Pursuant to approval of Board of Directors in its meeting held on December 18, 2024 the "IPO committee" has been constituted comprising of following members:-
Â	Name		Position on the Committee		Designation
Â	Mr. Rishi Das		Chairperson		Chairman & CEO
Â	Ms. Meghna Agarwal		Member		Executive Director & COO
Â	Mr. Sandeep Singhal		Member		Nominee (Non-Executive) Director
(iii)	Nomination and Remuneration Committee Pursuant to approval of Board of Directors in its meeting held on December 18, 2024 the "Nomination and Remuneration Committee" has been constituted comprising of following members:-
Â	Name		Position on the Committee			Designation
Â	Ms. Sachi Krishana		Chairperson			Independent Director
Â	Mr. Anshuman Das		Member			Non-Executive Director
Â	Mr. Rahul Matthan		Member			Independent Director
(iv)	Stakeholders Relationship Committee Pursuant to approval of Board of Directors in its meeting held on December 18, 2024 the "Stakeholders Relationship Committee" has been constituted comprising of following members:-
Â	Name		Position on the Committee			Designation
Â	Ms. Sachi Krishana		Chairperson			Independent Director
Â	Ms. Meghna Agarwal		Member			Executive Director
Â	Mr. Rishi Das		Member			Chairman & CEO
(v)	Corporate Social Responsibility Committee Pursuant to approval of Board of Directors in its meeting held on December 18, 2024 the "Corporate Social Responsibility Committee" has been constituted comprising of following members:-
Â	Name	Position on the Committee		Designation
Â	Mr. Rishi Das	Chairperson		Executive Director
Â	Mr. Rahul Matthan	Member		Independent Director
Â	Mr. Sandeep Singhal	Member		Nominee (Non-Executive) Director

6.3. BOARD MEETINGS

The Board meets at regular intervals to discuss the Company's policies and strategy apart from other Board matters. The notice for the Board Meetings is also given well in advance to all the Directors to facilitate the Directors to plan their schedule and to ensure participation in the meetings. The following table provides the details of Directors and their attendance in the Board Meetings held during the year:

6.4. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 134(3) (c) read with section 134 (5), the Directors confirm 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 year and of the profit and 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 the 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 devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

6.5.    DECLARATION FROM INDEPENDENT DIRECTORS

The Board has received declarations from the Independent Directors as per the requirement of section 149(7) of the Act, that there has been no change in the circumstances which may affect their status as independent director during the year and the Board is satisfied that the Independent Directors meet the criteria of independence as mentioned in section 149(6) of the Act.

In the opinion of the Board of Directors of the Company, Independent Directors on the Board of Company hold the highest standards of integrity and arc highly qualified, recognized and respected individuals in their respective fields. Composition of Independent Directors are an optimum mix of expertise (including financial expertise), leadership and professionalism.

6.6.    INTERNAL FINANCIAL CONTROL

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. Your Company has in place adequate internal financial controls with reference to the Financial Statements commensurate with the size, scale and complexity of its operations.

Your Company has adopted accounting policies which are in line with the Indian Accounting Standard ('Ind AS') notified under section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015 and relevant amendment rules issued thereafter.

6.7.    REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory or Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Board under section 143(12) of the Companies Act, 2013.

7.    DETAILS OF JOINT VENTURES/SUBSIDIARIES/ ASSOCIATES

The Company at present does not have any Joint Ventures/Subsidiaries/ Associates under the Companies Act, 2013.

8.    DETAILS OF DEPOSITS

During the year under review, your Company has not accepted any deposits from the public within the meaning of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014. Flowever, the Company had availed loans from its Directors during the period when it was a private limited company. The amount outstanding as on 31.03.2025 is detailed in the table below. As per the declaration received from the directors, the said amount was not provided from funds borrowed or accepted as loans or deposits from others by the Directors, it qualifies as exempted deposits under the Companies Act, 2013.

S. No.	Director	Amount in Million
1	Mr. Rishi Das	103.42
2	Mr. Anshuman Das	80.75
Total		184.17

9.    PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF COMPANIES ACT, 2013

During the year under review, the Company has not given any loans, guarantees or made investments covered under the provisions of section 186 of the Companies Act, 2013.

10.    RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year 2024-25 were on arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

Information on transactions with related parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure I in Form AOC-2 and forms part of this report.

11.    CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the Companies Act, 2013, and the rules framed thereunder, the Company is required to allocate a certain percentage of its profits towards CSR activities. Based on the calculations for the financial year 2024-25, it has been determined that the Company is not required to spend any amount on CSR for this period, as the eligible expenditure is lower than the statutory requirement. The Board of Directors will continue to review the CSR requirements in the subsequent financial years and ensure adherence to the applicable provisions of the law.

12.    CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts)Rules, 2014 as follows:

I. Conservation of energy:

i.    The steps taken or impact on conservation of energy: We have installed rooftop solar plants across 19 centers that have a total monthly power capacity of 0.27 million units.

ii.    The steps taken by the company for utilizing alternate sources of energy: The Company intends to generate solar energy from the rooftop solar power plant installed and use this as an alternative for the electricity usage of the Company.

iii.    The capital investment on energy conservation equipment: The Company is in the process of establishing Green Energy power plant at Yadgiri, Raichur dt. Karnataka with the capital investment of INR. 754.00 million on open access basis for captive consumption and the same will be operational in the FY 2025-26.

Initiation on IGBC Compliance: The Company is in the process of taking IGBC certification of its communes, in that, the company has already taken for 20 communes, out of that, we were awarded with 18 platinum level and 2 gold level.

For rest of the communes and for upcoming communes, the company are planning to achieve the same by end of March 26.

ISO Certificates: The company has obtained the below ISO certificates:

14001- Environments certificates 41001 - Facilities management 45001- Occupational health and safety 45005- Covid preparedness.

27001- Information security management.

II. Technology absorption:

i.    The efforts made towards technology absorption: Indiqube operates many technological systems for streamlining interactions with clients, client employees and Indiqube operations staff. All of these systems are built, operated and maintained in-house. The various systems and their benefits are described below:

a)    Miqube app: This is Android and iOS app which is used by employees of our clients. The app acts as channel for consuming services and goods offered by Indiqube. Some of these goods and services are food, events, meeting rooms, parking slots and general requests.

b)    Tenant Admin Portal: This is a web portal used by our clients' administration departments for interacting with Indiqube operations team and consuming various Indiqube services. Some of these services are: viewing invoices, viewing legal and other documents, requesting and scheduling services such as general and equipment maintenance, ordering new equipment, requesting for more or less manpower, raising tickets and so on.

c)    Serviqube: This is an Android app used by Indiqube operations teams for creating and maintaining operation schedules for our clients, and for tracking the health of equipment and services in all our buildings.

d)    Visitor Management System: This is an Android tab-based solutions used by clients' visitors and Indiqube front office employees to record, automate and manage visitors' entry and exit into our buildings.

ii.    The benefits derived like product improvement, cost reduction, product development or import substitution:

All the systems mentioned above are internal products developed/ being developed and maintained in-house. Indiqube does not develop and sell products for the external markets orfor external parties. By developing the above-mentioned products in-house instead of buying Common Off the Shelf (COTS) products/solutions, we estimate that the cost of ownership of the systems has reduced by at least one-thirds.

iii.    In case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year)-

a.    The details of technology imported- NIL

b.    The year of import- NIL

c.    Whether the technology been fully absorbed- NIL

d.    If not fully absorbed, areas where absorption has not taken place, and the reasons thereof- NA

iv.    The expenditure incurred on Research and Development- NIL

III. Foreign exchange earnings and Outgo:
Particulars	Amount in Million
Foreign exchange earnings in terms of actual inflows	NIL
Foreign exchange outgo in terms of actual outflows	NIL

13. RISK MANAGEMENT

The Company has in place an Internal Risk Management Committee to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business and to ensure sustainable business growth with stability. The Company has formulated and implemented a Risk Management Policy, the copy of the policy shall be made available on request basis and the company is taking necessary steps to place the copy on the website of the Company at the earliest.

The company has formed the Risk Management Committee in its board meeting held on 24 June 2025 and the composition of the committee is provided as below:

SI no.	Name of the director	Status of the member in committee	Category of Directors
1.	Mr Rishi Das	Chairperson	Chairman Executive Director & CEO
2.	Ms Meghna Agarwal	Member	Executive Director & COO
3.	Ms Sachi Krishana	Member	Independent Director

14. ESTABLISHMENT OF VIGIL MECHANISM

Pursuant to provisions of Section 177(9) of the Companies Act, 2013 and Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 requires every listed company, companies which accept deposits from the public and companies which have borrowed money from banks and public financial institutions in excess of fifty crore rupees to establish a vigil mechanism for Directors and Employees to report their genuine concerns about on unethical behavior / misconduct / actual or suspended frauds / violation of code conduct.

In view of this, the Company has established a secured system to enable our Director & Employees to report their genuine concerns, generally impacting / affecting business of our Company, including but not limited to improper or unethical behavior / misconduct / actual or suspended frauds /violation of code of conduct.

15.    DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

There are no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

16.    ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS :

Pursuant to the provisions of the Act and SEBI Listing Regulations, the Board has approved several policies as required to be adopted by the company. The Board has in this regard complied with Corporate Governance requirement and has appointed Independent Directors as required under SEBI LODR regulations. The Board has carried out an evaluation of its own performance, the performance of the Directors individually as well as the evaluation of the working of its Committees. The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its committees and individual Directors, including the Chairman of the Company.

17.    AUDITORS

M/s. Walker Chandiok & Co. LLP Chartered Accountants, with Firm Registration No. 001076N/N500013, were appointed as the statutory auditors ofthe Company, by the Members ofthe Company at the 10^th AGM held on Friday, 29^th November 2024 for the financial year 2024-25 till 2028-29 and they shall hold the office until the conclusion of 15^th Annual General Meeting at a remuneration as determined by the board.

The Members may note that consequent to the changes made in the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 by the Ministry of Corporate Affairs (MCA) vide notification dated May 7, 2018, the provisions to Section 139(1) ofthe Companies Act, 2013 read with explanation to sub-rule 7 of Rule 3 of the Companies (Audit and Auditors) Rules, 2014, the requirement of ratification of appointment of Auditors by the Members at every AGM has been done away with.

Therefore, the Company is not seeking any ratification of appointment of M/s. Walker Chandiok & Co LLP Chartered Accountants, with Firm Registration No. 001076N/N500013, as the Auditors of the Company, by the Members at the ensuing AGM. Your Company has received a confirmation from M/s. Walker Chandiok & Co LLP, Chartered Accountants confirming their eligibility to continue as Auditors of the Company in terms of the provisions of Section 141 of the Companies Act, 2013 and the Rules framed there under.

EXPLANATIONSJN RESPONSE TO AUDITORS'QUALIFICATIONS

The Statutory Auditors' report does not contain any qualifications, reservations or adverse remarks or disclaimer.

18.    INTERNAL AUDITORS

In compliance with the provisions of Section 138 of the Companies Act, 2013, the Company has established an in-house team to effectively carry out the functions of Internal Audit and fulfill the associated requirement.

COST AUDITOR

The provisions of Section 148 of the Act read with Rule 3 of the Companies (Cost Records and Audit) Rules, 2014 do not apply to the Company. Accordingly, the Company has not appointed a Cost Auditor.

19.    SECRETARIAL AUDIT REPORT

In compliance to the provisions of Section 204 of the Companies Act, 2013, the Board of Directors of the Company on 11/04/2024, had appointed M/s. VVS & Associates, Practicing Company Secretaries firm as Secretarial Auditor of the Company to conduct secretarial audit for financial year 2024-25.

The Secretarial Audit report issued by M/s. VVS & Associates, Practicing Company Secretaries, for the FY 2024-25 is attached as Annexure - II to this report and does not contain any qualifications, reservations or adverse remarks or disclaimer.

20.    COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is in compliance with the Secretarial Standards on the Meetings of Board of Directors (SS-1) and General Meetings (SS-2) and the Secretarial Standards on Report of the Board of Directors (SS- 4) as issued and amended, by the Institute of Company Secretaries of India ('The ICSI').

21.    CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

There was no corporate insolvency resolution process initiated against the company under the insolvency and bankruptcy code, 2016 (IBC).

22.    FAILURE TO IMPLEMENT ANY CORPORATE ACTION

During the year under review, the company has not failed to implement any corporate action.

23.    ANNUAL RETURN

Pursuant to Section 92 of Companies Act, 2013, the annual return of the Company for FY 2024-25 is placed on its website at www.indiqube.com.

24.    DISCLOSURES RELATED TO EMPLOYEES

None of the employee has received remuneration exceeding the limit as stated in Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 except as disclosed in Annexure-lll.

25.    SAFETY. HEALTH & ENVIRONMENT

Your Directors are pleased to inform you that the initiatives have been taken for employees' health and maintaining greenery continued to keep the environment clean. The Company promotes green energy, solar energy, IGBC & ISO certification with different grades and uses all eco-friendly technologies for sustenance, better health and safety.

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

The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder. The Policy aims to provide protection to employees at workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. Further, the Internal Complaints Committee has been set up by the company to redress complaints received regarding sexual harassment.

During the year under review, the details ofsexual harassment complaints are as follows:

Number of complaints of sexual harassment received in the year	Number of complaints disposed off during the year	Number of cases pending for more than ninety days
0	0	0

Compliance under the Maternity Benefit Act, 1961

The Company has duly complied with the provisions of the Maternity Benefit Act, 1961, as amended from time to time, to ensure that all eligible women employees are granted maternity leave and associated benefits as prescribed under the said Act.

27.    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:

Nil

28.    THE DETAILS OF DIFFERENCE BETWEEN 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:

Not Applicable

29.    SUSTAINABILITY

The Company continues with its journey on sustainable development with conscious efforts to minimize the environmental impact caused by its operations and simultaneously taking responsibility to enable communities to Rise without losing focus on economic performance.

30.    NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy of the Company has been framed for the selection and appointment of the Directors, Key Managerial Personnel and Senior Management and their remuneration. The NRC, while recommending candidature to the Board, takes into consideration the qualification, attributes, experience and independence of the candidate.

The Nomination and Remuneration Policy of the Company is available on the website of the Company at www.indiqube.com.

31.    ACKNOWLEDGEMENTS

The Directors express their appreciation for the continued support and cooperation received by the company from its Customers, Bankers, Shareholders, Suppliers, Business Partners, Financial Institutions and the Central and State Governments. The Directors also express their gratitude and sincere appreciation to all the employees of the company for their contribution, hard work and commitment.