2. BRIEF DESCRIPTION OF THE STATE OF
COMPANY''S PERFORMANCE

As of March 31, 2026, our total area footprint reached 16.1
million square feet across 66 centres in 15 cities, such as
Bengaluru, Pune, Hyderabad, Gurugram, Mumbai, Noida,
Chennai, and Singapore, accommodating a total capacity of
368,653 seats. At this time, our operational footprint served
775 clients occupying 190,536 seats within active centres.
Our revenue from operations increased by 31% to
Rs. 17,958.05 millions for Fiscal 2026 from Rs. 13,740.56
millions for Fiscal 2025. This increase was primarily due
to an increase in revenue from lease rentals, revenue from
design and fitout service and other operating revenue. This
growth was primarily driven by a 24% increase in lease
rental income, which rose to Rs.15,935.45 millions for
Fiscal 2026 compared to Rs.12,892.73 millions in the prior
year, reflecting both portfolio expansion and enhanced
monetisation of facilities.

We typically focus on leasing entire/ large, bare shell
properties in prime locations from Landlords and transform
them into fully serviced, aesthetically pleasing and tech-
enabled Campuses with daily-life and aspirational amenities.
Our Centres offer Clients'' employees a modern, attractive
and aesthetically pleasing work environment. We cater to
Clients'' needs of all team sizes with a specific focus on mid-
to- large Enterprises having a requirement of over 300 Seats.

3. DIVIDEND AND DIVIDEND DISTRIBUTION
POLICY

The Board has not recommended any dividend on the equity
shares for the financial year ended March 31, 2026.

The Dividend Distribution Policy as formulated and adopted
by the Board in terms of Regulation 43A of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 ("SEBI LODR Regulations") is available on the
website of the Company and can be accessed athttps://
www.smartworksoffice.com/investors/. This policy sets
out the parameters and circumstances that will be taken
into account by the Board of Directors of the Company in
regard to distribution of dividend to its shareholders and/
or retention of profits and also to provide clarity to the
stakeholders on the dividend distribution strategies of the
Company.

| 4. CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest
standards of Corporate Governance and adhere to the
Corporate Governance requirements set out by the
Securities and Exchange Board of India and compliance of
all applicable rules and regulations. The Board believes that
adopting the highest level of ethical principles would ensure
that the Company continues to be the leading company
as flexible workspace operators. The Report on Corporate
Governance as stipulated under the SEBI LODR Regulations
forms part of this Annual Report.

A certificate from M/s. SBYN & Associates LLP, Company
Secretaries, FRN: (L2025UP018500), confirming compliance
with corporate governance norms, as stipulated under
the SEBI LODR Regulations, is annexed to this Report as
Annexure I.

5. MANAGEMENT DISCUSSION AND
ANALYSIS REPORT

Pursuant to Regulation 34 read with Schedule V of the
SEBI LODR Regulations, the Management Discussion and
Analysis Report ("MD&A") for the Financial Year ended March
31, 2026, has been presented in a separate section forming
part of this Annual Report. A review of the performance
and future outlook of the Company and its businesses, as
well as the state of the affairs of the business, along with
the financial and operational developments have been
discussed in detail in the Management Discussion and
Analysis Report.

| 6. TRANSFER TO RESERVES

Details with regard to amount transferred to reserves are
provided in the Note No. 19 to the Standalone Financial
Statements forming part of this Annual Report.

| 7. CREDIT RATING

The Company has been rated by CARE Ratings Limited
vide its letter dated November 06, 2025, and the same
has re-affirmed vide its letter dated May 28, 2026 being
the latest, and the same can be accessed athttps://www.
smartworksoffice.com/investors/.

As on date, CARE Ratings Limited has assigned following
ratings:

Long-term bank facilities: CARE A; Stable
Short-term bank facilities: CARE A1

These ratings reflect the Company''s strong financial
position, stable outlook, and ability to meet short-term and
long-term obligations effectively.

8. 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. July 17, 2025, and
the Company''s shares are compulsorily tradable in
electronic form. The annual listing fees for Financial
Year 2025-26 has been paid to both the Stock
Exchanges i.e., BSE and NSE.

B. AUTHORISED, ISSUED, SUBSCRIBED AND PAID-UP
CAPITAL

I. The Authorised Share Capital of the Company is
Rs.1,40,00,00,000 (Indian Rupees One Hundred
Forty Crores) consisting of 12,00,00,000 (Twelve
Crores) Equity Shares of Rs. 10/- (Rupees Ten
Only) each and Rs. 20,00,00,000 (Rupees Twenty
Crores) divided into 2,00,00,000 (Two Crores)
cumulative convertible preference shares of Rs.
10/- (Rupees Ten Only) each, as on March 31,
2026; and

II. As on March 31, 2026, the Issued, Subscribed
and Paid-Up Capital of the Company is
Rs.1,14,26,20,760 (Indian Rupees One Hundred
Fourteen Crores Twenty-Six Lakhs Twenty
Thousand Seven Hundred and Sixty only) divided
into 11,42,62,076 (Eleven Crores Forty-Two Lakhs
Sixty-Two Thousand and Seventy-Six) Equity
Shares of Rs.10 (Indian Rupees Ten Only) each.

C. CHANGE IN SHARE CAPITAL:

I. During the Financial year ended March 31, 2026,
your Company has issued and/ or allotted:

1. The equity shares of the Company were listed
on the Stock Exchanges effective July 17,
2025, and pursuant to the Company''s Initial
Public Offering ("IPO"), the Board of Directors
of the Company vide resolution passed on
July 15, 2025 issued fresh 10,941,734 equity
shares aggregating to Rs. 4,450.00 millions,
comprising a fresh issue of 88,812 Equity
Shares of Face Value Rs.10/- (Indian Rupees
Ten only) each at an Offer price of Rs.370/-
(Indian Rupees Three Hundred and Seventy
only) per share and 10,852,922 Equity Shares
of Face Value Rs.10/- (Indian Rupees Ten
only) at an Offer Price of Rs.407/- (Indian
Rupees Four Hundred and Seven Only) per
share.

2. 123,100 Equity Shares of Face Value Rs.10/-
(Indian Rupees Ten only) each, aggregating
to Rs.1,231,000 (Indian Rupees Twelve
Lakhs Thirty-One Thousand only) to Eligible
Employees pursuant to exercise of Employee

9. MATERIAL CHANGES AND

COMMITMENTS, IF ANY, AFFECTING THE
FINANCIAL POSITION OF THE COMPANY
WHICH HAVE OCCURRED BETWEEN THE
END OF THE FINANCIAL YEAR OF THE
COMPANY TO WHICH THE FINANCIAL
STATEMENTS RELATE AND THE DATE OF
THE REPORT

The Board of Directors, at its meeting held on June 25, 2026,
approved the acquisition of Workstudio Spaces Pte. Ltd.
through Smartworks Space Pte. Ltd., Singapore, a wholly-
owned subsidiary of the Company. The approval of the
Board was duly intimated to the Stock Exchanges on June
25, 2026 in accordance with the applicable provisions of the
SEBI LODR Regulations.

Pursuant to the aforesaid approval, Workstudio Spaces
Pte. Ltd. was acquired by Smartworks Space Pte. Ltd. on
July 6, 2026, thereby becoming a step-down subsidiary
of the Company. The completion of the acquisition was
also intimated to the Stock Exchanges on July 07, 2026 in
compliance with the applicable regulatory requirements.
Except as stated above, there has been no other material
changes or commitments affecting the financial position
of the Company which have occurred between the end of
the financial year to which the Audited Financial Statements
relate and the date of this Report.

10. CHANGE IN NATURE OF BUSINESS OF
THE COMPANY

During the financial year ended March 31, 2026, there is no
change in the nature of business operations of the Company.

D. OTHER SECURITIES:

The Company has redeemed 1,250 Non¬
convertible bonds having nominal value of
Rs.10,00,000/- each for an aggregate amount of
Rs.125,00,00,000 (Indian Rupees One Hundred and
Twenty-Five Crores only). Accordingly, as on March
31, 2026, the Company does not have any outstanding
Non-convertible bonds.

E. BUY BACK OF SECURITIES:

During the Financial Year ended March 31, 2026, the
Company has not bought back any shares from its
shareholders.

F. EQUITY SHARES WITH DIFFERENTIAL RIGHTS AND
SWEAT EQUITY SHARES:

During the Financial Year ended March 31, 2026, the
Company has not issued sweat equity shares or equity
shares with differential rights as to dividend, voting
or otherwise. As a result, there is no information that
needs to be disclosed in accordance with Section 43(a)
(ii) and Section 54(1 )(d) of the Companies Act, 2013
("the Act") along with the applicable rules.

G. EMPLOYEE STOCK OPTION PLAN:

The Employee Stock Option Plan 2022 (the "ESOP
2022 ") was originally approved by the Board at its
meeting held on December 20, 2022 and approved
by the Members by passing the special resolution at
the Extra Ordinary General Meeting of the Company
held on February 24, 2023 and thereafter amended to
ensure compliance with the Securities and Exchange
Board of India (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 ("SBEB Regulations")
and the Act, by Board pursuant to the resolution passed
at its meeting held on July 31, 2024 and by Members
pursuant to the resolution passed at the Annual General
Meeting of our Company held on August 03, 2024.
Under Regulation 12(1) of SBEB Regulations, no

company is permitted to make fresh grants that involve
the allotment or transfer of shares to its employees
under a stock option plan formulated prior to listing
of its shares unless such a plan confirms with the
SBEB Regulations and is ratified by its members post¬
listing. Accordingly, member approval was sought
for ratification of the ESOP 2022 and the issuance
of employee stock options ("Options") to eligible
participants as may be determined by the Board
including any Committee duly authorised by the Board,
in accordance with the ESOP 2022.

The Company has completed its initial public offer
("IPO") of its equity shares, and its shares were listed
on the NSE and BSE on 17th July, 2025. Consequently,
the ESOP 2022 was ratified by the Members of the
Company in their 10^th Annual General meeting ("AGM")
held on September 29, 2025 under Regulation 12(1) and
other applicable provisions of the SBEB Regulations
before any fresh grants can be made under ESOP 2022.
The ESOP 2022 is in conformity with SBEB Regulations,
and the Company, has not granted any new options to
employees following the IPO.

As on March 31, 2026, the Company has granted Nil
(P.Y. 3,17,500) Employee Stock Options under Plan, out
of which 41,750 (P.Y. 16,000) Options were forfeited/
lapsed/ cancelled.

Details of options as required pursuant to the Act as
amended from time to time and SBEB Regulations, is
annexed to this Report as Annexure II.

The disclosure, in compliance with the SBEB
Regulations is uploaded on the Investor Relations
section of the website of the Company athttps://www.
smartworksoffice.com/investors/.

Brief financial highlights

The total income of SW Tech Solutions for the
Financial Year ended March 31, 2026 was Rs.
245.65 millions and the net profit after tax was
Rs. 22.43 millions.

2. SMARTWORKS OFFICE SERVICES PRIVATE
LIMITED ("SW OFFICE SERVICES")

Corporate information

SW Office Services was incorporated as
Smartworks Office Services Private Limited
as a private limited company under the Act,
pursuant to a certificate of incorporation dated
February 26, 2019, issued by the Registrar of
Companies, Central Registration Centre. Its CIN
is U74999DL2019PTC346564, and its registered
office is situated at Unit No. 305-310, Plot No.
9, 10 & 11, Vardhman Trade Centre, Nehru Place,
South Delhi, Delhi 110 019, India.

Nature of business

SW Office Services was incorporated for the
business of providing maintenance and house¬
keeping services to commercial and private
properties and business houses and other
ancillary services.

Brief financial highlights

The total income of SW Office Services for the
Financial Year ended March 31,2026 was Rs.0.02
millions and the net loss was Rs.0.23 millions.

3. SMARTWORKS STELLAR SERVICES PRIVATE
LIMITED ("SW STELLAR SERVICES")

Corporate information

SW Stellar Services was incorporated as
Smartworks Stellar Services Private Limited
as a private limited company under the Act,
pursuant to a certificate of incorporation
dated April 28, 2022, issued by the Registrar of
Companies, Central Registration Centre. Its CIN
is U74999UP2022PTC163307, and its registered
office is situated at World Trade Tower, Plot No.
C-1, Section 16, Gautam Buddha Nagar, Noida 201
301, Uttar Pradesh, India.

Nature of business

SW Stellar Services was incorporated for the
business of operating and maintaining co-working
and serviced office spaces, meeting and training
rooms and virtual offices and other ancillary
services.

Brief financial highlights

The total income of SW Stellar Services for the
Financial Year ended March 31,2026 was Rs.0.34
millions and the net loss was Rs.0.40 millions.

B. FOREIGN WHOLLY OWNED SUBSIDIARY
1. SMARTWORKS SPACE PTE. LTD.

Corporate information

Smartworks Space Pte. Ltd. is a foreign subsidiary
and was incorporated as a private company on
March 15, 2024, under the laws of Singapore
with Registrar of Companies & Business Names,
Accounting and Corporate Regulatory Authority,
Singapore. Its UEN is 202410446R, and its
registered office is situated at 1 Pickering Street,
#08-00, Great Eastern Centre, Singapore 048 659,
Republic of Singapore.

Nature of business

Smartworks Space Pte. Ltd. is currently engaged
in the business of letting of self -owned or leased
real estate property except food court, coffee
shops and canteen.

Brief financial highlights

The total income of Smartworks Space Pte. Ltd
for the Financial Year ended March 31, 2026 was
Rs. 401.71 millions and the net profit after tax was
Rs. 15.90 millions.

Pursuant to Section 129(3) of the Act read with
Rule 5 of the Companies (Accounts) Rules, 2014,
as amended from time to time, a statement
containing the details of performance and
salient features of the financial statements of
the Subsidiary Companies in Form AOC -1, is
annexed to this Report as Annexure III.

In compliance with the provisions of Section
136 of the Act, the audited financial statements
of WOS are uploaded on the Investor Relations
section of the website of the Company athttps://
www.smartworksoffice.com/investors/.

The Company has adopted a policy for determining
material subsidiaries pursuant to Regulation 16(1)
(c) of the SEBI LODR Regulations which is available
on the Investor Relations section of the website of
Company athttps://www.smartworksoffice.com/
investors/

However as on March 31, 2026, Smartworks
Space Pte. Ltd. ceases to be a material subsidiary
in line with the requirements of the SEBI LODR
Regulations.

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

During the Financial Year ended March 31, 2026, your
Company has not given any loan to any Director or to
entities in which Directors are interested under section 185
of the Act.

14. PARTICULARS OF LOANS, GUARANTEES
OR INVESTMENTS UNDER SECTION 186
OF THE ACT

Details of loans and advances given, investments made or
guarantees given or security provided as per the provisions
of Section 186 of the Act during the Financial Year ended
March 31, 2026 are given in the Note No. 47 and 9 forming
part of the Standalone financial statements provided in the
Annual Report.

The aggregate of loans guarantees given and investments
made by the Company are within the limits prescribed and
in compliance with Section 186 of the Act.

15. DETAILS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES

During the Financial Year ended March 31, 2026, the
Company had adopted a Policy on dealing with Related
Party Transactions'' ("RPT Policy") in compliance with
Regulation 23 of the SEBI LODR Regulations. During the year
under review, the Company did not enter into any related
party transaction which could be considered material in
accordance with the Company''s Policy on Related Party
Transactions ("RPT Policy").

Accordingly, the disclosure of related party transactions in
Form AOC-2 pursuant to Section 134(3)(h) of the Act, is not
applicable.

The RPT Policy is available on the Investor Relations
section of the website of the Company athttps://www.
smartworksoffice.com/investors/

All related party transactions entered into during the year
were approved by the Audit Committee. Prior omnibus
approval of the Audit Committee is obtained for related party
transactions which are foreseen and are repetitive in nature.
For further details of related party transactions during the
year, please refer to the notes forming a part of the financial
statements, attached to the Annual Report.

| 16. DEPOSITS

The Company has neither invited nor accepted any deposit
from public under Section 73 and 76 of the Act read with
Rules made thereunder. No amount of principal or interest
was outstanding as on March 31, 2026, and there were
no unclaimed or unpaid deposits lying with the Company
during the year.

Accordingly, reporting of the provisions of Chapter-V of Act
"Acceptance of Deposits by Companies" are not applicable
to the Company.

| 17. STATUTORY AUDITORS

The existing Statutory Auditors - M/s. Deloitte Haskins
& Sells LLP (Firm Registration No: 117366W/W-100018)
Chartered Accountants, were re-appointed as Statutory
Auditors of the Company in 9th (Ninth) Annual General

Meeting of the Company held on August 03, 2024, for a
period of 5 (Five) Years, from the conclusion of 9^th (Ninth)
Annual General Meeting of the Company till the conclusion
of 14^th (Fourteenth) Annual General Meeting of the Company
to be held for the Financial Year 2028-29 , pursuant to
the provisions of Section 139 of the Act and rules made
thereunder.

| 18. AUDITORS'' REPORT

The remarks of the Auditors are self-explanatory in nature
and does not require any clarifications by the Board. The
remarks of the Auditors are self-explanatory in nature and
does not require any clarifications by the Board.

| 19. SECRETARIAL AUDITORS AND ITS REPORT

Pursuant to the provision of Section 204 of the Act, read with
Rule 9 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, and Regulation
24A of the SEBI LODR Regulations and in line with the
newly introduced requirements under the SEBI LODR
Regulations, the Members of the Company in the 10^th AGM
of the Company held on September 29, 2025, appointed
M/s. SBYN & Associates LLP Company Secretaries (FRN:
L2025UP018500) as Secretarial Auditor of the Company
for a period of 5 (Five) consecutive years from the Financial
Year 2025-26 to 2029-30, as per the recommendation of the
Board and the Audit Committee, to conduct the Secretarial
Audit of the Company.

M/s. SBYN & Associates LLP have conducted the Secretarial
Audit of the Company for the Financial Year ended March
31, 2026.The report of the Secretarial audit in Form MR- 3
for the Financial Year ended March 31, 2026, is annexed to
this Report as Annexure IV.

The report does not contain any qualification, reservation,
adverse remark or disclaimer.

| 20. INTERNAL AUDITORS AND ITS REPORT

As per the provisions of Section 138 of the Act and Rules
made thereunder, the Company has appointed M/s. Grant
Thornton Bharat LLP as Internal Auditors for the Financial
Year ended on March 31,2026.

The Internal Auditors reviewed the adequacy and operating
effectiveness of the Company''s internal control systems,
processes and compliance mechanisms. Their observations
and recommendations were placed before the Audit
Committee for review and appropriate action.

The Internal Audit report does not contain any qualification,
reservation, adverse remark or disclaimer.

121. SECRETARIAL AUDIT OF MATERIAL
UNLISTED INDIAN SUBSIDIARY

The Company does not have any Material Unlisted Indian
Subsidiary as defined under Regulation 16(1)(c) of the SEBI
LODR Regulations during the Financial Year ended March
31,2026.

Accordingly, the requirement of conducting a Secretarial
Audit of such a subsidiary under Regulation 24A of the SEBI
LODR Regulations is not applicable to the Company for the
said financial year.

122. WEBLINK OF ANNUAL RETURN OF THE
COMPANY

Pursuant to requirement of Section 92(3), every company
shall place a copy of the Annual Return on the website of the
Company, if any, and the web link of the such annual return
shall be disclosed in the Board''s Report.

Accordingly, Annual Return in e-Form MGT-7 for the financial
year shall be placed by the Company on the following URL of
its website:https://www.smartworksoffice.com/investors/.

| 23. DETAILS OF THE BOARD MEETING

During the Financial Year ended March 31, 2026, the Board
met 9 (Nine) times. The requisite quorum was present at all
meetings. The maximum interval between any two meetings
of the Board did not exceed 120 days.

Details of the meetings of the Board along with the
attendance of the Directors therein have been disclosed
in the Corporate Governance Report forming part of the
Annual Report.

| 24. COMMITTEES OF THE BOARD

As on March 31, 2026, the Board had 6 (Six) Committees
namely the Audit Committee, Nomination and Remuneration
Committee, Risk Management Committee, Stakeholders''
Relationship Committee, Corporate Social Responsibility
Committee and Executive Committee.

The Company, after successful IPO process on the NSE
and BSE on July 17, 2025, the Board of Directors were of
the view that, with the conclusion of the IPO and completion
of all related formalities, the purpose for which the IPO
Committee was constituted stands fulfilled. Accordingly,
the Initial Public Offer Committee ("IPO Committee") was
dissolved by the Board with effect from August 12, 2025.

A detailed note on the composition of the committees
and other mandatory details is provided in the Corporate
Governance Report forming part of this Annual Report.

The details of composition of committees are available on the
website of your Company athttps://www.smartworksoffice.
com/investors/

25. BUSINESS RESPONSIBILITY &
SUSTAINABILITY REPORTING (BRSR)

Your Company was listed on the Stock Exchanges on July 17,
2025 and subsequent to the close of the previous financial

year 2024-25, the Company adopted its ESG framework in
April 2025.

In accordance with Regulation 34(2)(f) of the SEBI LODR
Regulations, the requirement to submit a BRSR Report
becomes applicable to the top 1000 listed entities
by market capitalisation, as determined by the stock
exchanges based on the average market capitalisation
during the period from July 01 to December 31 of the
preceding calendar year.

Based on the market capitalisation ranking prepared as
on December 31, 2025 issued by National Stock Exchange
of India ("NSE"), the Company has been included in the
list of top 1000 listed entities and as per Regulation 3 of
SEBI LODR Regulations, will be required to comply with the
BRSR disclosures for Financial Year 2025-26. In line with
the regulatory timelines, the Company has proactively put
in place the necessary systems and processes to ensure
compliance with these requirements.

The Business Responsibility & Sustainability Report
("BRSR") of the Company for the Financial year ended March
31,2026, forms part of this Annual Report as required under
Regulation 34(2)(f) of the SEBI LODR Regulations.

The Company remains committed to adopting responsible
business practices and enhancing transparency in its
Environmental, Social, and Governance (ESG) disclosures in
the years ahead.

126. REVISION OF FINANCIAL STATEMENTS
AND BOARD REPORT

During the Financial Year ended March 31, 2026, there was
no revision of financial statements and Boards'' Report of
the Company.

27. 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.

IV. Pursuant to the provisions of Section 152 of the Act,
Mr. Atul Gautam (DIN: 10641036) is due to retire by
rotation at the ensuing 11^th Annual General Meeting
and being eligible, offer himself for re-appointment. The
Board of Directors recommends his re-appointment to
the Shareholders.

V. Pursuant to Section 161 of the Act, Mr. Rajeev
Krishnamuralilal Agarwal (DIN: 07984221) was
appointed as an Additional, Non-Executive Independent
Director of the Company with effect from June 25,
2026, who will hold office up to the date of the ensuing
11^th (Eleventh) Annual General Meeting ("AGM").
Further, based on the request received from one of
the Shareholders of the Company, Nomination and
Remuneration Committee through its resolution dated
August 22, 2026, has recommended to extend the
proposed tenure of Mr. Rajeev Krishnamuralilal Agarwal
(DIN: 07984221) as Non-Executive Independent
Director of the Company, from 3 (three) years to 5 (five)
consecutive years with effect from June 25, 2026.

The Board of Directors, based on the recommendation
of the Nomination and Remuneration Committee,
recommends his appointment to the Shareholders for
a term of 5 (five) consecutive years.

VI. Pursuant to provisions of the Act, Mr. Dilip Deshmukh
(DIN: 11699759) is proposed to be appointed as a

Non-Executive Independent Director by the of the
Company for a term of 3 years with effect from date
of the ensuing 11^th Annual General Meeting, pursuant
to the approval of the Shareholders at the said Annual
General Meeting ("AGM").

Further, based on the request received form one of
the Shareholders of the Company, Nomination and
Remuneration Committee through its resolution dated
August 22, 2026, has recommended to extend the
tenure of Mr. Dilip Deshmukh (DIN: 11699759) as Non¬
Executive Independent Director of the Company, from
3 (three) years to 5 (five) consecutive years with effect
from date of the ensuing 11^th Annual General Meeting.
The Board of Directors, based on the recommendation
of the Nomination and Remuneration Committee, has
recommended his appointment to the Shareholders for a
term of 5 (five) consecutive years.

29. INTEGRITY, EXPERTISE AND EXPERIENCE
(INCLUDING THE PROFICIENCY) OF THE
INDEPENDENT DIRECTORS APPOINTED
DURING THE YEAR

As on March 31,2026, your Company has Mr. Virusangulam
Kumarasamy Subburaj, Mr. Rajeev Rishi and Mrs. Pushpa
Mishra as Independent Directors of the Company and Mr.
Rajeev Krishnamuralilal Agarwal, as on this report. The Brief
Profile of them is stated below:

Mr. Virusangulam Kumarasamy Subburaj is an Independent
Director of your Company. He holds a bachelor''s and
master''s degree in science with specialisation in agriculture
from Tamil Nadu Agricultural University, Tamil Nadu, and a
doctor of philosophy in agriculture from Gandhigram Rural
University, Tamil Nadu. He was an IAS officer and served
as the secretary to the Department of Pharmaceuticals,
Ministry of Chemicals and Fertilisers, Government of
India. He has over 33 years of experience in administration
services in various Ministries of the Government of India. He
has also been a technical member on the National Company
Law Tribunal, New Delhi. He has been associated with our
Company since 2024.

Mr. Rajeev Rishi is an Independent Director of your Company.
He holds a bachelor''s degree in arts and a bachelor''s degree
in law from Panjab University, as well as a diploma in
advanced human resource management from Ross School
of Business, University of Michigan, USA. He is a member
of the Indian Institute of Banking. He has previously been
associated with Indian Banks'' Association, Oriental Bank of
Commerce, Central Bank of India, and YES Trustee Limited.
He has more than 37 years of experience in the banking
sector of India and has been associated with our Company
since 2024.

Mrs. Pushpa Mishra is an Independent Director of your
Company. She holds a bachelor''s degree in law from the
University of Calcutta. She has been enrolled with the Bar
Council of West Bengal since November 19, 1997. She has
experience in the fields of commercial law, company law,
arbitration law, constitutional law and other allied laws. She
has been associated with our Company since 2024.

Mr. Rajeev Krishnamuralilal Agarwal is an Additional
Independent Director of your Company. He is an Engineering
graduate from I.I.T, Roorkee, is a distinguished former
Indian Revenue Service (IRS) officer of the 1983 batch, with
over three decades of experience in taxation, enforcement,
financial regulation, and capital markets, including serving
as Whole Time Member of SEBI (2011-2016) and Member
of the Forward Markets Commission (2005-2011) and held
various senior positions in the Income Tax Department over a
career spanning nearly three decades.

The Board is of the opinion that the Independent Directors
of the Company possess requisite qualifications, skills,
experience and expertise and they hold highest standards of
integrity (including the proficiency) and fulfils the conditions
specified in the Act and SEBI LODR Regulations and are
independent of the management.

30. STATEMENT ON DECLARATION GIVEN BY
INDEPENDENT DIRECTORS UNDER SUB¬
SECTION (6) OF SECTION 149 OF THE ACT

Your Company has received declarations from all
Independent Directors confirming that:

i. they meet and continue to meet the criteria of
independence as prescribed under Section 149(6) of

the Act , Rule 6(3) of the Companies (Appointment and
Qualifications of Directors) Rules, 2014 and Regulation
16(1)(b) of the SEBI LODR Regulations.

ii. they have complied with the code for independent
directors prescribed under Schedule IV to the Act

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

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

| 31. FORMAL ANNUAL EVALUATION

The annual evaluation process of Individual Directors
(Including Chairman & Independent Directors), the Board
and Committees was conducted based on the identified
process and criteria approved by the Nomination and
Remuneration Committee and in accordance with the
provisions of the Section 134 of the Act and the SEBI LODR
Regulations.

The evaluation is based on parameters like level of
participation of the Directors, understanding of the roles and
responsibilities of Directors, understanding of the business
and competitive environment in which the Company
operates, understanding of the strategic issues and
challenges for the Company, etc. The performance of the
Independent Directors is also evaluated taking into account
the time devoted, strategic guidance to the Company, advice
given for determining important policies, external expertise
provided and independent judgment that contributes
objectively to the Board''s deliberation.

All the Directors have completed their annual evaluation
using the tool, and a summary report of feedback generated
from the tool was sent to the Chairman of the Board and
NRC Committee.

The feedback indicated overall satisfactory performance by
the Board, Committees, and Individual Directors.

For the year ended March 31,2026, evaluations of the Board,
Committees, and Individual Directors were conducted and
questionnaires containing various performance evaluation
criteria were taken note and approved by the respective
Committees and the Board.

| 32. DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 (5) of the
Act, your directors confirm that:

i) In the preparation of the annual accounts for the year
ended March 31, 2026, the applicable accounting
standards had been followed and there is no material
departure from the same;

ii) 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 and of the
profit and loss of the Company for that period;

iii) the directors had taken proper and sufficient care
for the maintenance of adequate accounting records
in accordance with the provisions of this Act for
safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

iv) the directors have prepared the annual accounts on a
going concern basis.

v) 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

vi) the directors have devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.

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

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo as
stipulated under Section 134 (3) (m) of the Act read with
Rule 8 of the Companies (Accounts) Rules, 2014 annexed to
this Report as Annexure V.

FOREIGN EXCHANGE EARNINGS & OUTGO
During the Financial Year ended March 31, 2026, the
Company has earned Rs. Nil (PY. Rs. Nil) foreign exchange
and the outgo on foreign exchange was Rs. 10.24 millions
(P.Y. Rs. Nil).

Other than above, during the year under review your company
has remitted Rs. 933.45 millions to Space Solutions (India)
Pte Ltd. against offer for sale of shares.

134. WHISTLE BLOWER POLICY/ VIGIL
MECHANISM 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(9) of
the Act and Regulation 22 of SEBI LODR Regulations, to
facilitate reporting of the genuine concerns about unethical
or improper activity, without fear of retaliation. The vigil
mechanism of your Company provides for adequate

safeguards against victimisation of whistle blowers who
avail of the mechanism and also provides for direct access
to the Chairman of the Audit Committee in exceptional
cases.

The said policy is uploaded on the website of your Company
athttps://www.smartworksoffice.com/investors/

During the Financial Year ended March 31, 2026, your
Company has not received any complaints under the vigil
mechanism.

35. COMPANY’S POLICY RELATING TO
DIRECTORS’ APPOINTMENT, PAYMENT
OF REMUNERATION AND DISCHARGE OF
THEIR DUTIES

Pursuant to Section 178(3) of the Act, your Company has
framed a policy on Directors'' and KMP''s appointment
and remuneration and other matters ("Nomination and
Remuneration Policy") which is available on the website
of your Company at-https://www.smartworksoffice.com/
investors/

The Nomination and Remuneration Policy for selection of
Directors and determining Directors'' independence sets out
the guiding principles for the Nomination and Remuneration
Committee for identifying the persons who are qualified to
become the Directors.

Your Company''s Remuneration Policy is directed towards
rewarding performance based on review of achievements.
The Remuneration Policy is in consonance with the
existing industry practice and covers the following aspects
relating to appointment, removal, retirement, tenure
and remuneration to Managing Directors and Whole¬
Time Directors, Non-Executive Director and Independent
Directors, Key Managerial Personnel, Senior Management
and Employees. We affirm that the remuneration paid to the
Directors is as per the terms laid out in the Remuneration
Policy.

During the year, there were no changes to the Nomination
and Remuneration Policy.

36. PARTICULARS OF EMPLOYEES AND
RELATED DISCLOSURE

In terms of the provisions of Section 197 (12) of the Act,
read with rule 5(2) & 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
a statement showing the names of the Top ten employees
in terms of Remunerations drawn and name and other
particulars of the Employees drawing remuneration in
excess of the limit set out in the said rule forms part of this
Report. Disclosure relating to remuneration and other details
as required under section 197(12) of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, forms part of this
Report.

Having regards to the provision of the second proviso to
Section 136(1) of the Act and as advised, the Annual Report
excluding the above aforesaid information is being sent
to the Members of the Company. Any members interested
in obtaining such information may send an email to
[email protected].

137. DEVELOPMENT AND IMPLEMENTATION
OF RISK MANAGEMENT POLICY

The Board had constituted the Risk Management
Committee. The composition of Risk Management
Committee is given in the Corporate Governance Report,
forming part of the Annual Report. Further, pursuant to
Section 134(3)(n) of the Act and Regulation 17(9) of SEBI
LODR Regulations, the Company has formulated and
adopted the Risk Management Policy inter-alia including
the details/ process about identification of elements of
risks of any, which in the opinion of the Board may threaten
the existence of the Company.

The aforesaid Risk Management Policy as amended, is
available on the website of your Company at-https://www.
smartworksoffice.com/investors/.

138. STATEMENT OF DEVIATION(S) OR
VARIATION(S)

In accordance with Regulation 32(4) of the SEBI LODR
Regulations, the Company confirms that there has been no
deviation or variation in the utilisation of the proceeds raised
through the issue of securities from the objects stated in
the offer document during the Financial year ended March
31, 2026.

Accordingly, the Statement of Deviation(s) or Variation(s),
as reviewed by the Audit Committee and placed before
the Board of Directors on a quarterly basis, indicates Nil
deviation or variation in the utilisation of such proceeds.

39. DETAILS IN RESPECT OF FRAUDS
REPORTED BY AUDITORS UNDER
SUBSECTION (12) OF SECTION 143 OF
THE ACT OTHER THAN THOSE WHICH
ARE REPORTABLE TO THE CENTRAL
GOVERNMENT

During the year under review, neither the Statutory Auditors,
the Secretarial Auditor nor the Internal Auditors have
reported to the Board, under Section 143(12) of the Act, any
instance of fraud committed against the Company by its
officers or employees.

40. MAINTENANCE OF COST RECORDS AND
COST AUDIT

Maintenance of cost records and requirement of cost audit
as prescribed under the provisions of Section 148(1) of the
Act are not applicable for the business activities carried out
by the Company.

41. SIGNIFICANT ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN
STATUS

There were no significant and material orders passed by
the regulators or courts or tribunals impacting the going
concern status and company''s operations in future.

142. COMPLIANCE OF SECRETARIAL

STANDARDS

In accordance with Section 118 of the Act, the Company
has complied with all applicable provisions of Secretarial
Standard-1 on Board Meetings and Secretarial Standard-2
on General Meetings, as issued by the Institute of Company
Secretaries of India during the Financial Year ended March
31, 2026.

43. DISCLOSURE UNDER THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND

REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy
in line with the requirements of the Sexual Harassment at
Workplace (Prevention, Prohibition and Redressal) Act,
2013. Internal Committee (IC) has been set up to redress
complaints received regarding sexual harassment. All
employees (permanent, contractual, temporary, trainees)
are covered under this policy.

The following is the summary of sexual harassment
complaints received and disposed off during the Financial
Year ended March 31, 2026:

No. of complaints received : One

No. of complaints disposed off : One

No. of complaints pending beyond 90 days : NIL

144. CORPORATE SOCIAL RESPONSIBILITY
(CSR)

The Corporate Social Responsibility Policy as approved by
the Board is available on the website of the Company at
https://www.smartworksoffice.com/investors/

During the financial year ended March 31, 2026, although
the Company met the threshold criteria of turnover as
prescribed under Section 135 of the Act, the Company has
incurred an average net loss during the three immediately
preceding financial years. Accordingly, the amount required
to be spent towards CSR was NIL, and the provisions relating
to CSR spending were not applicable to the Company during
the year under review. Applicable disclosures required under
Section 135 read with rules are disclosed in the Corporate
Governance Report annexed to the Board Report.

The CSR Policy covers the following aspects relating
to constitution of CSR Committee, Meeting, CSR
Implementation, CSR Budget and Expenditure, Annual

Action Plan, Disclosure, Impact Assessment and Monitoring
Mechanism.

During the year, amendments were made to the Corporate
Social Responsibility Policy with respect to conduct of CSR
meetings, in the Board Meeting dated April 7, 2025. CSR
Annual Report to the extent applicable forms part of this
Report as Annexure - VI.

45. DETAILS OF PROCEEDINGS UNDER
INSOLVENCY AND BANKRUPTCY CODE,
2016

There are no insolvency proceedings filed against the
Company, under the Insolvency and Bankruptcy Code, 2016
as amended, before the National Company Law Tribunal or
other Courts as on March 31,2026.

46. DETAILS OF ONE TIME SETTLEMENT AND
VALUATION WHILE AVAILING LOAN FROM
BANKS/ FINANCIAL INSTITUTIONS

The Company serviced all the debts & financial commitments
as and when they became due and no settlements were
entered into with the bankers.

| 47. GREEN INITIATIVE

Circulating the copy of the Annual Report in electronic form
to all members whose email addresses are available with
the Company. Your Company appeals to other members
to also register themselves to receive the Annual Report
in electronic form. Your Company has adopted a green
initiative to minimise the impact on the environment. The
Company has been circulating the copy of the Annual Report
in electronic form to all members whose email addresses
are available with the Company.

| 48. OTHER DISCLOSURES

A. Confirmation for compliance with Maternity Benefit

Act 1961 - The Company hereby confirms that it is in
full compliance with the provisions of the Maternity
Benefit Act 1961.

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 Act.

C. 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

D. Neither the Managing Director nor the Wholetime
Directors of the Company receive any remuneration or
commission from any of its subsidiaries.

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

| 49. ACKNOWLEDGEMENT

Your Directors place on record their earnest appreciation
for the unstinted commitment, dedication, hard work and
significant services rendered by the employees, bankers and
other stakeholders of the Company

The Board of Directors of your Company is pleased to present the 10th (Tenth) Board''s Report on the business and
operations of Smartworks Coworking Spaces Limited (Formerly known as Smartworks Coworking Spaces Private
Limited) (the "Company or Smartworks") along with the Audited Standalone and Consolidated Financial Statements
of the Company for the financial year ended on March 31, 2025. This being the first report after the Initial Public Offer
("IPO") and listing of the equity shares on 17th July 2025 with BSE Limited ("BSE") and National Stock Exchange of
India Limited ("NSE") (BSE and NSE hereinafter collectively referred as "Stock Exchanges"), the Board welcomes all
the public shareholders and look forward to your continued faith and support.

| 1. FINANCIAL SUMMARY AND OPERATION HIGHLIGHTS:

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

12. BRIEF DESCRIPTION OF THE STATE OF
COMPANY''S PERFORMANCE:

As of March 31, 2025, Our managed Campus platform
consists of a total SBA of 8.99 million square feet across
50 Centres across 15 cities such as Bengaluru, Pune,
Hyderabad, Gurugram, Mumbai, Noida, and Chennai,
accommodating a total capacity of 203,118 seats. At
this time, our operational footprint served 738 clients
occupying 152,619 seats within active centres. This
client base remained robust into the next quarter with
728 clients and 169,541 seats as of June 30, 2025.

Our revenue from operations increased by 32.20% to
? 13,740.56 million for Fiscal 2025 from ? 10,393.64
million for Fiscal 2024. This increase was primarily due
to an increase in revenue from lease rentals. This growth
was primarily driven by a 29.31% increase in lease rental
income, which rose to ?12,892.73 million for Fiscal 2025
compared to ?9,970.62 million in the prior year, reflecting
both portfolio expansion and enhanced monetization of
facilities.

We typically focus on leasing entire/ large, bare
shell properties in prime locations from Landlords
and transform them into fully serviced, aesthetically
pleasing and tech-enabled Campuses with daily-life
and aspirational amenities. Our Centres offer Clients''
employees a modern, attractive and aesthetically
pleasing work environment. We cater to Clients'' needs of
all team sizes, from under 50 to over 6,300 Seats, with
a specific focus on mid-to- large Enterprises having a
requirement of over 300 Seats.

13. DIVIDEND AND DIVIDEND DISTRIBUTION
POLICY:

The Board has not recommended any dividend on the
equity shares for the financial year ended March 31,
2025.

The Dividend Distribution Policy is available on the website
of the Company and can be accessed at https://www.
smartworksoffice.com/investors/. This policy sets

out the parameters and circumstances that will be taken
into account by the Board of Directors of the Company
in regard to distribution of dividend to its shareholders
and/or retention of profits and also to provide clarity to
the stakeholders on the dividend distribution strategies
of the Company.

| 4. CORPORATE GOVERNANCE REPORT:

The Company is committed to maintain the highest
standards of Corporate Governance and adhere to the
Corporate Governance requirements set out by the
Securities and Exchange Board of India and compliance
of all applicable rules and regulations. The Board believes

that adopting the highest level of ethical principles would
ensure that the Company continues to be the leading
company as flexible workspace operators. The Report on
Corporate Governance as stipulated under the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI LODR
Regulations") forms part of this Annual Report.

A certificate from Mr. Babu Lal Patni, Practicing Company
Secretary, confirming compliance with corporate
governance norms, as stipulated under the SEBI (LODR)
Regulations, is annexed to this Report as Annexure I.

15. MANAGEMENT DISCUSSION AND
ANALYSIS REPORT:

Pursuant to Regulation 34 of the SEBI (LODR)
Regulations, the Management Discussion and Analysis
Report ("MD&A") for the Financial Year ended March 31,
2025, has been presented in a separate section forming
part of this Annual Report. A review of the performance
and future outlook of the Company and its businesses,
as well as the state of the affairs of the business, along
with the financial and operational developments have
been discussed in detail in the Management Discussion
and Analysis Report.

| 6. TRANSFER TO RESERVES:

Details with regard to amount transferred to reserves are
provided in the Notes to Financial Statements forming
part of this Annual Report.

| 7. CREDIT RATING

The Company has been rated by CARE Ratings Limited
vide its letter dated January 03, 2025, being the
latest, and the same can be accessed at https://www.
smartworksoffice.com/investors/.

| 8. SHARE CAPITAL:

A. STATUS OF SHARES

The Equity Shares of the Company were listed
on Stock Exchanges w.e.f. July 17, 2025 and the
Company''s shares are compulsorily tradable in
electronic form.

B. AUTHORIZED, ISSUED, SUBSCRIBED AND
PAID-UP CAPITAL

I. The Authorized Share Capital of the Company is

'' 1,40,00,00,000 (Indian Rupees One Hundred
Forty Crores) consisting of 12,00,00,000
(Twelve Crores) Equity Shares of '' 10 (Indian
Rupees Ten only) each, and 2,00,00,000 (Two
Crores) cumulative convertible preference
shares of '' 10 (Indian Rupees Ten only) each as
on March 31, 2025; and

II. As on March 31, 2025, the Issued, Subscribed
and Paid-Up Capital of the Company is
'' 1,03,18,95,920 (Indian Rupees One Hundred
Three Crores Eighteen Lakhs Ninety Five
Thousand Nine Hundred and Twenty only)
divided into 10,31,89,592 (Ten Crores Thirty
One Lakh Eighty Nine Thousand Five Hundred
and Ninety Two) Equity Shares of '' 10 (Indian
Rupees Ten Only) each.

C. CHANGE IN SHARE CAPITAL:

I. During the Financial year ended March 31,
2025, your Company has issued and/ or
allotted:

1. 10,707 Cumulative Convertible Preference
Shares ("CCPS") of Face Value '' 10/- (Indian
Rupees Ten only) each at a premium of
'' 259/- (Indian Rupees Two Hundred and
Fifty Nine Only) per share, aggregating to
'' 28,80,183/- (Indian Rupees Twenty Eight
Lakhs Eighty Thousand One Hundred and
Eighty Three Only) by the way of Private
Placement on a preferential basis vide,
resolution by circulation passed by the
Board on April 18, 2024.

2. 37,16,551 Equity Shares of Face Value
'' 10/- (Indian Rupees Ten only) each at
a premium of '' 259/- (Indian Rupees Two

D. OTHER SECURITIES:

As on March 31, 2025, the Company has 1,250
Non-convertible bonds having nominal value of
'' 10,00,000/- each for an aggregate amount of
'' 125,00,00,000 (Rupees One Hundred and Twenty
Five Crores only).

E. BUY BACK OF SECURITIES:

During the Financial Year ended March 31, 2025, the
Company has not bought back any shares from its
shareholders.

F. EQUITY SHARES WITH DIFFERENTIAL
RIGHTS AND SWEAT EQUITY SHARES:

During the Financial Year ended March 31, 2025,
the Company has not issued sweat equity shares or
equity shares with differential rights as to dividend,
voting or otherwise.

G. EMPLOYEE STOCK OPTION SCHEME:

Pursuant to approval of members of the Company
on February 24, 2023, the ''Smartworks Coworking
Spaces Limited- Employee Stock Option Plan,
2022'' ("Plan" or "ESOP") was adopted, which was
further amended on August 03, 2024. Ahead of
its planned IPO, the Company made a necessary
amendment to ensure compliance with the SEBI
(Share Based Employee Benefits and Sweat Equity)
Regulations, 2021, as amended ("SEBI SBEB
Regulations"). Under the ESOP Plan, share-based
benefits were granted to the eligible employees
by granting stock options ("Options"), with a view
to attract and retain the talents and encourage
employees to align their individual performances
with the Company''s broader growth objectives.

During the Financial Year ended March 31, 2025,
the Company has granted 3,17,500 Employee Stock
Options under Plan, out of which 16,000 Options
were forfeited/ lapsed/ cancelled.

Details of options as required pursuant to Companies
Act, 2013 ("the Act") as amended from time to time
and SEBI SBEB Regulations, is annexed to this
Report as Annexure II.

The disclosure, in compliance with the SEBI SBEB
Regulations is uploaded on the Investor Relations

section of the website of the Company at https://
www.smartworksoffice.com/investors/.

9. MATERIAL CHANGES AND

COMMITMENTS, IF ANY, AFFECTING
THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED
BETWEEN THE END OF THE FINANCIAL
YEAR OF THE COMPANY TO WHICH THE
FINANCIAL STATEMENTS RELATE AND
THE DATE OF THE REPORT

. INITIAL PUBLIC OFFER & CONSEQUENT
LISTING OF SHARES ON NATIONAL STOCK
EXCHANGE OF INDIA LIMITED (“NSE") AND
BSE LIMITED (“BSE")

The equity shares of the Company got listed on
Stock Exchanges with effect from July 17, 2025,
pursuant to the IPO of the Company by way of fresh
issue of 10,941,734 Equity Shares aggregating to
'' 4,450.00 Million and an Offer for Sale ("OFS") of
3,379,740 Equity Shares aggregating to '' 1,375.55
Million by Promoters of the Company and an existing
shareholder.

The issue comprising of a fresh issue and an offer
for sale, was open for subscription from July 10,
2025 to July 14, 2025. The anchor issue opened
on July 9, 2025 and closed on same day. Company
completed its IPO successfully with participation
of several leading domestic and global institutional
investors as well as NRIs, HNIs and retail investors.
The Board is deeply grateful and honoured by the
trust and confidence shown in the Company by its
members.

The Board would also like to express its sincere
appreciation for the invaluable support from various
Authorities, Book Running Lead Managers (BRLMs),
Stock Exchanges, Depositories, Legal Counsels,
Consultants, Auditors, and the Company''s
Employees, all of whom contributed significantly to
the remarkable success of the Company''s maiden
IPO.

Pursuant to applicable regulation of SEBI (Issue of
Capital and Disclosure Requirements) Regulations,
2018 ("SEBI ICDR Regulations"), as the size of offer

for sale by selling shareholders was in excess of
'' 100 crores, the Company was required to appoint
a credit rating agency as the Monitoring Agency.
Accordingly, the Company appointed CARE Ratings
Limited as monitoring agency for this Offer.

II. REPAYMENT/ PREPAYMENT/ REDEMPTION,
IN FULL OR IN PART, OF CERTAIN
BORROWINGS AVAILED BY OUR COMPANY:

As on March 31, 2025, the Company had 1,250 Non¬
Convertible Bonds of nominal value of ?10,00,000
each, aggregating to ?125,00,00,000 (Rupees One
Hundred Twenty-Five Crores only) and the company
has prepaid the outstanding amount post IPO of the
Company.

III. CESSATION OF M/S CLEAN MAX DOS
PRIVATE LIMITED AS ASSOCIATE OF THE
COMPANY:

Our Company divested its 15.74% stake in M/s Clean
Max Dos Private Limited. Consequently, Clean Max
Dos Private Limited ceased to be an Associate
Company of the Company with effect from August
26, 2025, in terms of Section 2(6) of the Companies
Act, 2013.

10. CHANGE IN NATURE OF BUSINESS OF
THE COMPANY:

During the financial year ended March 31, 2025, there
is no change in the nature of business operations of the
Company.

11. DETAILS OF SUBSIDIARY/ JOINT
VENTURES/ ASSOCIATE COMPANIES:

The Company has 4 (Four) Wholly Owned Subsidiaries
("WOS") namely, Smartworks Tech Solutions Private
Limited, Smartworks Office Services Private Limited,
Smartworks Stellar Services Private Limited and
Smartworks Space Pte Ltd., and 1 (one) Associate
Company namely, Clean Max Dos Private Limited, as on
March 31, 2025.

Except as mentioned above, the Company does not
have any other Subsidiary, Joint Ventures or Associate
Companies as on March 31, 2025.

12. PERFORMANCE AND FINANCIAL

POSITION OF EACH OF THE

SUBSIDIARIES, ASSOCIATES AND
JOINT VENTURE COMPANIES INCLUDED
IN THE CONSOLIDATED FINANCIAL
STATEMENT:

The performance and financial position of each of the
WOS and Associate Company are as follows:

A. INDIAN WHOLLY OWNED SUBSIDIARY

1. SMARTWORKS TECH SOLUTIONS PRIVATE
LIMITED ("SW TECH SOLUTIONS")

Corporate information

SW Tech Solutions was originally incorporated
as ''Smartworks Coliving Private Limited''
as a private limited company under the
Companies Act, 2013, pursuant to a certificate
of incorporation dated March 11, 2019, issued
by the Registrar of Companies, Central
Registration Centre. Subsequently, its name
was changed to ''Smartworks Tech Solutions
Private Limited'' pursuant to a shareholders''
resolution dated August 31, 2021. A fresh
certificate of incorporation consequent upon
change of name was issued by the Registrar
of Companies, New Delhi on October 7, 2021.
Its CIN is U62099DL2019PTC347081, and
its registered office is situated at Unit No.
305-310, Plot No. 9, 10 & 11, Vardhman Trade
Centre, Nehru Place, South Delhi, Delhi 110 019,
India.

Nature of business

SW Tech Solutions is currently engaged in
the business of providing software booking
systems which is integrated with our Company''s
application to provide office solutions of
meeting room management and booking,
visitor management system and attendance
management system.

Brief financial highlights

The total income of SW Tech Solutions for
the Financial Year ended March 31, 2025 was
'' 57.12 Millions and the net loss was '' 19.46
Millions.

2. SMARTWORKS OFFICE SERVICES PRIVATE
LIMITED ("SW OFFICE SERVICES")

Corporate information

SW Office Services was incorporated as
Smartworks Office Services Private Limited
as a private limited company under the
Companies Act, 2013, pursuant to a certificate
of incorporation dated February 26, 2019,
issued by the Registrar of Companies,
Central Registration Centre. Its CIN is
U74999DL2019PTC346564, and its registered
office is situated at Unit No. 305-310, Plot
No. 9, 10 & 11, Vardhman Trade Centre, Nehru
Place, South Delhi, Delhi 110 019, India.

Nature of business

SW Office Services was incorporated for the
business of providing maintenance and house¬
keeping services to commercial and private

properties and business houses and other
ancillary services.

Brief financial highlights

The total income of SW Office Services for
the Financial Year ended March 31, 2025 was
'' Nil, and the net loss was '' 0.28 Million.

3. SMARTWORKS STELLAR SERVICES PRIVATE
LIMITED ("SW STELLAR SERVICES")
Corporate information

SW Stellar Services was incorporated as
Smartworks Stellar Services Private Limited
as a private limited company under the
Companies Act, 2013, pursuant to a certificate
of incorporation dated April 28, 2022, issued by
the Registrar of Companies, Central Registration
Centre. Its CIN is U74999UP2022PTC163307,
and its registered office is situated at World
Trade Tower, Plot No. C-1, Section 16, Gautam
Buddha Nagar, Noida 201 301, Uttar Pradesh,
India.

Nature of business

SW Stellar Services was incorporated for the
business of operating and maintaining co¬
working and serviced office spaces, meeting
and training rooms and virtual offices and other
ancillary services.

Brief financial highlights

The total income of SW Stellar Services for
the Financial Year ended March 31, 2025 was
'' Nil, and the net loss was '' 0.88 Millions.

B. FOREIGN WHOLLY OWNED SUBSIDIARY
("MATERIAL SUBSIDIARY")

1. SMARTWORKS SPACE PTE. LTD.

Corporate information

Smartworks Space Pte. Ltd. is a foreign
subsidiary and was incorporated as a private
company on March 15, 2024, under the laws
of Singapore with Registrar of Companies &
Business Names, Accounting and Corporate
Regulatory Authority, Singapore. Its UEN
is 202410446R, and its registered office is
situated at 1 Pickering Street, #08-00, Great
Eastern Centre, Singapore 048 659, Republic
of Singapore.

Nature of business

Smartworks Space Pte. Ltd. is currently
engaged in the business of letting of self
-owned or leased real estate property except
food court, coffee shops and canteen.

Brief financial highlights

The total income of Smartworks Space Pte. Ltd
for the Financial Year ended March 31, 2025
was '' 296.03 Million, and the net profit was
'' 7.81 Million.

C. ASSOCIATE COMPANY

1. CLEAN MAX DOS PRIVATE LIMITED ("CLEAN
MAX")

Corporate information

Clean Max was incorporated as a private
limited company under the Companies Act,
2013, pursuant to a certificate of incorporation
dated March 27, 2023, issued by the Registrar
of Companies, Central Registration Centre. Its
CIN is U35105MH2023PTC399724, and its
registered office is situated at 13A FLoor-13
Plot 400 The Peregrine Aprt, Swatantrya
Veer Savarkar Marg Prabhadevi, Prabhadevi,
Mumbai, Mumbai, Maharashtra, India, 400025.

Nature of business

Clean Max is currently engaged in the business
of generation and sale of power Clean Max is
currently engaged in the business of generation
and sale of power

Brief financial highlights

The total income of Clean Max for the Financial
Year ended March 31, 2025 was '' 16.27 Million,
and the net profit was '' 3.79 Million

During the year, there were no companies
which ceased to be its Subsidiaries, joint
ventures or associate companies. Subsequent
to the closure of the financial year and as of
the date of this report, Clean Max Dos Private
Limited ceased to be an Associate Company
of the Company with effect from August 26,
2025, in accordance with Section 2(6) of the
Companies Act, 2013.

Pursuant to Section 129(3) of the Act read with
Rule 5 of the Companies (Accounts) Rules, 2014,
as amended from time to time, a statement
containing the details of performance and
salient features of the financial statements
of the Subsidiary Companies and Associate
Company in Form AOC -1, is annexed to this
Report as Annexure III.

In compliance with the provisions of Section
136 of the Act, the audited financial statements
of WOS and Associate Companies are
uploaded on the Investor Relations section of
the website of the Company at https://www.
smartworksoffice.com/investors/.

The Company has adopted a policy for
determining material subsidiaries pursuant
to Regulation 16(1)(c) of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 which is available on the
Investor Relations section of the website of
Company at https://www.smartworksoffice.
com/investors/

13. PARTICULARS OF LOAN TO DIRECTORS
OR TO ENTITIES IN WHICH DIRECTORS
ARE INTERESTED UNDER SECTION 185
OF THE ACT:

During the Financial Year ended March 31, 2025, your
Company has not given any loan to any Director or to
entities in which Directors are interested under section
185 of the Act.

14. PARTICULARS OF LOANS, GUARANTEES
OR INVESTMENTS UNDER SECTION 186
OF THE ACT:

Details of loans and advances given, investments made
or guarantees given or security provided as per the
provisions of Section 186 of the Act and Regulation 34
read with Schedule V of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 during the Financial
Year ended March 31, 2025 are given in the Note No.
9, 11 and 37 forming part of the financial statements
provided in the Annual Report.

The aggregate of loans guarantees given and investments
made by the Company are within the limits prescribed
and in compliance with Section 186 of the Act.

15. DETAILS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED
PARTIES:

During the Financial Year ended March 31, 2025, the
Company had adopted a Policy on dealing with Related
Party Transactions'' ("RPT Policy") in compliance with
Regulation 23 of the SEBI (LODR) Regulations.

The RPT Policy is available on the Investor Relations
section of the website of the Company at https://www.
smartworksoffice.com/investors/

All the contracts/ arrangements/ transactions entered
into by the Company with its related parties during the
Financial Year ended on March 31, 2025, were in its
ordinary course of business and on an arm''s length basis
and were approved by the Audit Committee and Board
of Directors.

The disclosure of the particulars of the related party
transactions in Form AOC -2 is annexed to this Report
as Annexure IV.

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

| 16. DEPOSITS:

The Company has neither accepted any deposit from
public under Section 73 and 76 of the Act nor any amount
of principle or interest was outstanding as on March 31,
2025.

Accordingly, reporting of any non- compliance with the
requirement of Chapter-V of Act "Acceptance of Deposits
by Companies" are not applicable to the Company.

| 17. STATUTORY AUDITORS:

The existing Statutory Auditors - M/s Deloitte Haskins
& Sells LLP (Firm Registration No: 117366 W/W-100018)
Chartered Accountants were re-appointed as Statutory
Auditors of the Company in 9th (Ninth) Annual General
Meeting of the Company held on August 03, 2024, for
a period of 5 (Five) Years, from the conclusion of 9th
(Ninth) Annual General Meeting of the Company till
the conclusion of 14th (Fourteenth) Annual General
Meeting of the Company to be held for the Financial
Year 2028-29.

| 18. AUDITORS'' REPORT:

The remarks of the Auditors are self-explanatory in nature
and does not require any clarifications by the Board.

119. SECRETARIAL AUDITORS AND ITS
REPORT:

Pursuant to the provision of Section 204 of the Act,
and the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Board had
appointed Mr. Babulal Patni, Practicing Company
Secretary, Kolkata (Membership No: F2304, COP: 1321)
as Secretarial Auditor to conduct the Secretarial Audit
of the Company for the Financial Year ended March 31,
2025.

The report of the Secretarial audit in Form MR- 3, is
annexed to this Report as Annexure V.

The report does not contain any qualification, reservation,
adverse remark or disclaimer.

| 20. INTERNAL AUDITORS AND ITS REPORT :

As per the provisions of Section 138 of the Act and Rules
made thereunder, the Company has appointed M/s.
Grant Thorton Bharat LLP as Internal Auditors for the
Financial Year ended on March 31, 2025.

The Internal Audit report does not contain any
qualification, reservation, adverse remark or disclaimer.

121. SECRETARIAL AUDIT OF MATERIAL
UNLISTED INDIAN SUBSIDIARY

The Company does not have any Material Unlisted Indian
Subsidiary as defined under Regulation 16(1)(c) of the
SEBI (LODR) Regulations during the Financial Year ended
March 31, 2025.

Accordingly, the requirement of conducting a Secretarial
Audit of such a subsidiary under Regulation 24A of
the SEBI (LODR) Regulations is not applicable to the
Company for the said financial year.

122. WEBLINK OF ANNUAL RETURN OF THE
COMPANY:

Pursuant to requirement of Section 92(3), every company
shall place a copy of the Annual Return on the website of
the Company, if any, and the web link of the such annual
return shall be disclosed in the Board''s Report.

Accordingly, Annual Return in e-Form MGT-7 for
the financial year shall be placed by the Company
on the following URL of its website: https://www.
smartworksoffice.com/investors/.

23. DETAILS OF THE BOARD MEETING:

During the Financial Year ended March 31, 2025,
the Board met 10 (Ten) times. The maximum interval
between any two meetings of the Board did not exceed
120 days. Details of the meetings of the Board along
with the attendance of the Directors therein have been
disclosed in the Corporate Governance Report forming
part of the Annual Report.

| 24. COMMITTEES OF THE BOARD

As on March 31, 2025, the Board had 6 (Six) Committees
namely the Audit Committee, Nomination and
Remuneration Committee, Risk Management Committee,
Stakeholders'' Relationship Committee, Corporate
Social Responsibility Committee and Initial Public Offer
Committee.

A detailed note on the composition of the committees
and other mandatory details is provided in the Corporate
Governance Report forming part of this Annual Report.

The details of composition of committees are available
on the website of your Company at https://www.
smartworksoffice.com/investors/

125. BUSINESS RESPONSIBILITY &
SUSTAINABILITY REPORTING (BRSR)

SEBI, through a notification dated May 5, 2021, made
certain amendments to the SEBI (LODR) Regulations.
One of the key changes is the requirement to submit a
Business Responsibility and Sustainability Report (BRSR)
instead of the existing Business Responsibility Report.
Furthermore, a circular also mandates the top 1,000
listed companies (by market capitalization) to comply
from FY 2023-24 onwards.

Your Company was listed on the Stock Exchanges in July
2025, subsequent to the close of the financial year under
review, and adopted its ESG framework in April 2025.
Accordingly, the requirement to prepare and submit the
BRSR for the financial year 2024-25 is not applicable to
the Company.

The Company however in order to comply with the
requirements of Regulation 34(2)(f) of the SEBI
Listing Regulations shall submit its first BRSR for the
financial year 2025-26, in the format prescribed by
SEBI (LODR) Regulations, if applicable. The Company
remain committed to adopting transparent, accurate,
and comprehensive disclosure practices not only aid in
strategic decision-making but also help in demonstrating
incremental value created for all groups of stakeholders.

126. REVISION OF FINANCIAL STATEMENTS
AND BOARD REPORT:

During the Financial Year ended March 31, 2025, there
was no revision of financial statements and Boards''
Report of the Company. However, for the purpose of IPO,
the Company has re-stated the financial statements of
preceding three financial years pursuant to the provisions
of Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations, 2018
("SEBI ICDR Regulations").

27. DETAILS IN RESPECT OF ADEQUACY
OF INTERNAL FINANCIAL CONTROLS
WITH REFERENCE TO THE FINANCIAL
STATEMENTS:

The Company has laid down adequate internal financial
controls commensurate with the scale, size and nature
of the business of the Company. The Company has in
place adequate policies and procedures for ensuring the
orderly and effective control of its business, including
adherence to the Company''s policies, safeguarding its
assets, prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records,
and the timely preparation of reliable financial disclosures.
Effectiveness of internal financial controls is ensured
through management reviews, controlled self-assessment
and independent testing by the Internal Auditor.

The Board of Directors, based on the recommendation
of the Nomination and Remuneration Committee,
recommends the re-appointment of Mr. Neetish
Sarda to the shareholders.

The brief profile of Mr. Neetish Sarda and other
requisite disclosures, as required under Regulation
36 of the SEBI (LODR) Regulations and Clause 1.2.5
of the Secretarial Standard on General Meetings
(SS-2), are provided in the annexure to the Notice
convening the AGM.

VI. In accordance with the provisions of the Companies
Act, 2013 ("the Act"), the Articles of Association
of the Company, and the relevant Shareholders
Agreement, M/s Space Solutions India Pte. Ltd.
(formerly known as Lisbrine Pte. Limited) has
withdrawn the nomination of Mr. Ho Kiam Kheong
(DIN: 08661195) as Nominee Director on the Board
of the Company.

Pursuant to Section 161 of the Act, Mr. Ho Kiam
Kheong was re-designated and appointed ad
Additional, Non-Executive Director of the Company
with effect from September 1, 2025, who holds
office up to the date of the ensuing 10th (Tenth)
Annual General Meeting ("AGM").

The Board of Directors, based on the
recommendation of the Nomination and
Remuneration Committee, recommends his
appointment to the Shareholders.

The brief profile of Mr. Ho Kiam Kheong and other
requisite disclosures, as required under Regulation
36 of the SEBI (LODR) Regulations and Clause 1.2.5
of the Secretarial Standard on General Meetings
(SS-2), are provided in the annexure to the Notice
convening the AGM.

29. INTEGRITY,EXPERTISEANDEXPERIENCE
(INCLUDING THE PROFICIENCY) OF THE
INDEPENDENT DIRECTORS APPOINTED
DURING THE YEAR:

Your Company has appointed Mr. Virusangulam
Kumarasamy Subburaj, Mr. Rajeev Rishi and Mrs. Pushpa
Mishra as Independent Directors of the Company. The
Brief Profile of them is stated below:

Mr. Virusangulam Kumarasamy Subburaj is an

Independent Director of our Company. He holds
a bachelor''s and master''s degree in science with
specialisation in agriculture from Tamil Nadu Agricultural
University, Tamil Nadu, and a doctor of philosophy in
agriculture from Gandhigram Rural University, Tamil
Nadu. He was an IAS officer and served as the secretary
to the Department of Pharmaceuticals, Ministry of
Chemicals and Fertilisers, Government of India. He has

over 33 years of experience in administration services
in various Ministries of the Government of India. He has
also been a technical member on the National Company
Law Tribunal, New Delhi. He has been associated with
our Company since 2024.

Mr. Rajeev Rishi is an Independent Director of our
Company. He holds a bachelor''s degree in arts and a
bachelor''s degree in law from Panjab University, as well
as a diploma in advanced human resource management
from Ross School of Business, University of Michigan,
USA. He is a member of the Indian Institute of Banking.
He has previously been associated with Indian Banks''
Association, Oriental Bank of Commerce, Central Bank
of India, and YES Trustee Limited. He has more than 37
years of experience in the banking sector of India and
has been associated with our Company since 2024.

Mrs. Pushpa Mishra is an Independent Director of our
Company. She holds a bachelor''s degree in law from the
University of Calcutta. She has been enrolled with the Bar
Council of West Bengal since November 19, 1997. She has
experience in the fields of commercial law, company law,
arbitration law, constitutional law and other allied laws.
She has been associated with our Company since 2024.

The Board is of the opinion that the Independent Directors
of the Company possess requisite qualifications,
skills, experience and expertise and they hold highest
standards of integrity (including the proficiency) and
fulfils the conditions specified in the Act and SEBI (LODR)
Regulations and are independent of the management.

30. STATEMENT ON DECLARATION GIVEN
BY INDEPENDENT DIRECTORS UNDER
SUB-SECTION (6) OF SECTION 149 OF
THE ACT

Your Company has received declarations from all
Independent Directors confirming that:

i. they meet the criteria of independence as prescribed
under Section 149(6) of the Act and Regulation 16(1)
(b) of the SEBI (LODR) Regulations.

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

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

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

| 31. FORMAL ANNUAL EVALUATION

The annual evaluation process of Individual Directors
(Including Chairman & Independent Directors), the Board
and Committees was conducted based on the identified
process and criteria approved by the Nomination and
Remuneration Committee and in accordance with the
provisions of the Act and the SEBI (LODR) Regulations.

The evaluation is based on parameters like level of
participation of the Directors, understanding of the
roles and responsibilities of Directors, understanding of
the business and competitive environment in which the
Company operates, understanding of the strategic issues
and challenges for the Company, etc. The performance
of the Independent Directors is also evaluated taking
into account the time devoted, strategic guidance to
the Company, advice given for determining important
policies, external expertise provided and independent
judgment that contributes objectively to the Board''s
deliberation.

All the Directors have completed their annual evaluation
using the tool, and a summary report of feedback
generated from the tool was sent to the Chairman of the
Board and NRC Committee.

The feedback indicated overall satisfactory performance
by the Board, Committees, and Individual Directors

For the year ended March 31, 2025, evaluations of
the Board, Committees, and Individual Directors
were conducted through the Automated tool, and
questionnaires containing various performance
evaluation criteria were uploaded on it.

| 32. DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 (5) of
the Act, your directors confirm that:

i) i n the preparation of the annual Accounts for the
financial year ended March 31, 2025, the applicable
accounting standards had been followed along with
proper explanation relating to material departures;

ii) 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 and
of the profit and loss of the company for that period;

iii) the directors had taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of this

Act for safeguarding the assets of the company
and for preventing and detecting fraud and other
irregularities;

iv) the directors have prepared the annual accounts on
a going concern basis.

v) for the financial year ended March 31, 2025, your
Company being unlisted sub-clause(e) of Section
134(5) of the Companies Act, 2013 pertaining
to laying down internal financial controls is not
applicable to the Company. *

vi) the directors have devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.

*the company listed on 17th July 2025.

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

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo as
stipulated under Section 134 (3) (m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts)
Rules, 2014 annexed to this Report as Annexure VI.

FOREIGN EXCHANGE EARNINGS & OUTGO

During the Financial Year ended March 31, 2025, the
Company has earned '' Nil (P.Y. '' Nil) foreign exchange
and the outgo on foreign exchange was '' Nil(P.Y. '' 2.16
million).

134. WHISTLE BLOWER POLICY/ VIGIL
MECHANISM POLICY

Your Company has adopted a Whistle Blower Policy
and has established the necessary vigil mechanism for
directors and employees in confirmation with Section 177
of the Act and Regulation 22 of SEBI (LODR) Regulations,
to facilitate reporting of the genuine concerns about
unethical or improper activity, without fear of retaliation.
The vigil mechanism of your Company provides for
adequate safeguards against victimization of whistle
blowers who avail of the mechanism and also provides
for direct access to the Chairman of the Audit Committee
in exceptional cases.

The said policy is uploaded on the website of your
Company at https://www.smartworksoffice.com/
investors/

During the Financial Year ended March 31, 2025, your
Company has not received any complaints under the
vigil mechanism.

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

Pursuant to Section 178(3) of the Act, your Company has
framed a policy on Directors'' and KMP''s appointment
and remuneration and other matters ("Nomination and
Remuneration Policy") which is available on the website
of your Company at- https://www.smartworksoffice.
com/investors/.

The Nomination and Remuneration Policy for selection
of Directors and determining Directors'' independence
sets out the guiding principles for the Nomination and
Remuneration Committee for identifying the persons
who are qualified to become the Directors.

Your Company''s Remuneration Policy is directed
towards rewarding performance based on review of
achievements. The Remuneration Policy is in consonance
with the existing industry practice and covers the
following aspects relating to appointment, removal,
retirement, tenure and remuneration to Managing
Directors and Whole-Time Directors, Non-Executive
Director and Independent Directors, Key Managerial
Personnel, Senior Management and Employees. We
affirm that the remuneration paid to the Directors is as
per the terms laid out in the Remuneration Policy.

During the year, there were no changes to the Nomination
and Remuneration Policy.

136. PARTICULARS OF EMPLOYEES AND
RELATED DISCLOSURE

The disclosures pertaining to remuneration and
other details of Directors and employees as required
under Section 197(12) of the Act read with Rule 5 of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 have been provided
in the annexure forming part of this report.

Having regard to the provisions of Section 136(1) read
with relevant provisions of the Act, the Annual Report
excluding the aforesaid information is being sent to
the members of the Company. The said information
is available for inspection at the Registered Office of
the Company during working hours and any member
interested in obtaining such information may write to the
Company Secretary or alternatively write to the Company
at [email protected] and the same will be
furnished to the members.

137. DEVELOPMENT AND IMPLEMENTATION
OF RISK MANAGEMENT POLICY

The Board had constituted the Risk Management
Committee. The composition of Risk Management
Committee is given in the Corporate Governance Report,
forming part of the Annual Report. Further, pursuant to
Section 134(3)(n) of the Act and Regulation 17(9) of SEBI
(LODR) Regulations, the Company has formulated and
adopted the Risk Management Policy inter-alia including
the details/ process about identification of elements
of risks of any, which in the opinion of the Board may
threaten the existence of the Company.

The aforesaid Risk Management Policy is available
on the website of your Company at- https://www.
smartworksoffice.com/investors/.

38. DETAILS IN RESPECT OF FRAUDS
REPORTED BY AUDITORS UNDER
SUBSECTION (12) OF SECTION 143 OF
THE ACT OTHER THAN THOSE WHICH
ARE REPORTABLE TO THE CENTRAL
GOVERNMENT

No frauds were reported by the Statutory Auditors in
their audit report for the Financial Year ended March 31,
2025.

139. MAINTENANCE OF COST RECORDS AND
COST AUDIT:

Maintenance of cost records and requirement of cost
audit as prescribed under the provisions of Section
148(1) of the Act are not applicable for the business
activities carried out by the Company.

40. SIGNIFICANT ORDERS PASSED BY
THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING
CONCERN STATUS:

There were no significant and material orders passed by
the regulators or courts or tribunals impacting the going
concern status and company''s operations in future.

141. COMPLIANCE OF SECRETARIAL
STANDARDS:

In accordance with Section 118 of the Act, the Company
has complied with all applicable provisions of Secretarial
Standard-1 on Board Meetings and Secretarial
Standard-2 on General Meetings, as issued by the
Institute of Company Secretaries of India during the
Financial Year ended March 31, 2025.

42. DISCLOSURE UNDER THE SEXUAL
HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION,

PROHIBITION AND REDRESSAL) ACT,
2013:

The Company has in place an Anti-Sexual Harassment
Policy in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. Internal Committee
(IC) has been set up to redress complaints received
regarding sexual harassment. All employees (permanent,
contractual, temporary, trainees) are covered under this
policy.

The following is the summary of sexual harassment
complaints received and disposed off during the Financial
Year ended March 31, 2025:

No. of complaints received : Nil

No. of complaints disposed off : Nil

No. of complaints pending beyond 90 days : Nil

143. CORPORATE SOCIAL RESPONSIBILITY
(CSR)

The Corporate Social Responsibility Policy as approved
by the Board is available on the website of the Company
at https://www.smartworksoffice.com/investors/

During the financial year ended March 31, 2025, although
the Company met the threshold criteria of turnover as
prescribed under Section 135 of the Companies Act,
2013, the Company has incurred an average net loss
during the three immediately preceding financial years.
Accordingly, the amount required to be spent towards
CSR was NIL, and the provisions relating to CSR
spending were not applicable to the Company during
the year under review. Applicable disclosures required
under Section 135 read with rules are disclosed in the
Corporate Governance Report annexed to the Board
Report.

The CSR Policy covers the following aspects relating
to constitution of CSR Committee, Meeting, CSR
Implementation, CSR Budget and Expenditure, Annual
Action Plan, Disclosure, Impact Assessment and
Monitoring Mechanism.

During the year, there were no changes to the Corporate
Social Responsibility Policy.

44. DETAILS OF PROCEEDINGS UNDER
INSOLVENCY AND BANKRUPTCY CODE,
2016:

There are no insolvency proceedings filed against the
Company, under the Insolvency and Bankruptcy Code,
2016 as amended, before the National Company Law
Tribunal or other Courts as on March 31, 2025.

45. DETAILS OF ONE TIME SETTLEMENT
AND VALUATION WHILE AVAILING LOAN
FROM BANKS/ FINANCIAL INSTITUTIONS:

The Company serviced all the debts & financial
commitments as and when they became due and no
settlements were entered into with the bankers.

| 46. GREEN INITIATIVE

Circulating the copy of the Annual Report in electronic
form to all members whose email addresses are available
with the Company. Your Company appeals to other
members to also register themselves to receive the
Annual Report in electronic form. Your Company has
adopted a green initiative to minimise the impact on
the environment. The Company has been circulating
the copy of the Annual Report in electronic form to all
members whose email addresses are available with the
Company. Your Company appeals to other members to
also register themselves for receiving the Annual Report
in electronic form.

| 47. OTHER DISCLOSUERS:

A. Confirmation for compliance with Maternity
Benefit Act - The Company hereby confirms that
it is in full compliance with the provisions of the
Maternity Benefit Act.

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 Act.

C. 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

D. Neither the Managing Director nor the
Wholetime Directors of the Company receive
any remuneration or commission from any of its
subsidiaries.

E. In accordance with Regulation 32(4) of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, the disclosure of the Statement
of Deviation(s) or Variation(s) is not applicable to
the Company, as the Company was listed on the
Stock Exchanges with effect from July 17, 2025.

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

48. ACKNOWLEDGEMENT:

Your Directors place on record their earnest appreciation
for the unstinted commitment, dedication, hard work and
significant services rendered by the employees, bankers
and other stakeholders of the Company

For and on behalf of the Board of Directors
For Smartworks Coworking Spaces Limited

Neetish Sarda Harsh Binani

Managing Director Whole Time Director

DIN: 07262894 DIN: 07717396

Date: 1st September 2025 Date: 1st September 2025

Place: Delhi Place: Gurugram