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Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
Regd. Office: Unit No. 305 – 310, Plot No. 9,10, & 11, Vardhman Trade Centre, Nehru Place, South Delhi – 110 019.
Phone No: 0124-6919 400
CIN: L74900DL2015PLC310656
Date: 06th September, 2025
To,
National Stock Exchange of India Limited (“NSE”)
Listing Department
Exchange Plaza, C-1 Block G, Bandra Kurla
Complex Bandra [E], Mumbai – 400051
To,
BSE Limited (“BSE”)
Listing Department
Corporate Relationship Department
Phiroze Jeejeebhoy Towers,
Dalal Street, Fort, Mumbai - 400 001
NSE Scrip Symbol: SMARTWORKS
BSE Scrip Code: 544447
ISIN: INE0NAZ01010
ISIN: INE0NAZ01010
Sub: Intimation with regard to 10th Annual General Meeting, Notice & Annual Report of the Company for
the Financial Year 2024-25
Dear Sir/ Madam,
In furtherance to our intimation dated 04th September, 2025, we hereby inform that the 10th Annual General Meeting
(“AGM”) of the Company is scheduled to be held on Monday, 29th September, 2025, at 03:30 P.M. (IST).
Pursuant to Regulation 30 and 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“SEBI Listing Obligations”), please find enclosed herewith copy of Annual Report
for the Financial Year 2024-25 along with Notice of 10th AGM, dispatched to the shareholders of the Company on
Saturday, 06th September, 2025.
The Company has provided the facility to vote by electronic means (remote e-voting as well as e-voting at the AGM)
on all resolutions (as set out in the AGM notice) to those members, who are holding equity shares as on the cut-off
date i.e. Monday, September 22, 2025. The remote e-voting shall commence from 9.00 a.m. (IST) on Friday,
September 26, 2025, and end at 5:00 p.m. (IST) on Sunday, September 28, 2025.
The
above
information
will
also
be
hosted
on
the
website
of
the
company
i.e.
https://www.smartworksoffice.com/investors/.
Kindly take the same on record.
For Smartworks Coworking Spaces Limited
Punam Dargar
Company Secretary & Compliance Officer
Mem. No.: A56987
Address: Unit No. 305-310, Plot No 9, 10 & 11 Vardhman Trade Centre
Nehru Place, South Delhi, Delhi, Delhi, India, 110019
Encl.: As above
RELIABILITY
MEETS REINVENTION
BEYOND OFFICES - BUILDING ENTERPRISE ECOSYSTEMS
Read online at
smartworksoffice.com
Corporate Overview
01
Introduction to the Theme
02 About Smartworks
04 India’s #1 Managed Office
Platform
06 Smartworks’ Ecosystem
08 From Vision To Leadership
– The Smartworks Evolution
10
Message From Managing
Director
11
Message From Executive
Director
12
Smartworks Platform
13
A Flywheel Of Value
Creation
14
Geographic Presence
16
Reliable Foundations,
Reinvented Growth
18
Strengths
24 Our Clientele
28 Key Performance Indicators
30 Technology Excellence
34 Employee
35 Client Success
36 Testimonials
38 Sustainability
40 Awards And Accolades
41
Board Of Directors
42 Management Team
43 Corporate Information
Statutory Reports
44 Management Discussion &
Analysis
69 Boards’ Report
100 Report On Corporate
Governance
Financial Statements
130 Standalone Financial
Statements
207 Consolidated Financial
Statements
Contents
• Pioneered Managed Office model
• Tech-enabled, future-ready
campuses
• Vibrant ecosystems with
aspirational amenities
Reinvention
drives us
• Enterprise-first partnerships
ensuring predictable revenues
• Resilient model with long
tenured enterprise clients
• Disciplined execution with faster
delivery & cost leadership
Reliability
anchors us
India’s Largest*
Managed Office Platform
Beyond Offices - Building
Enterprise Ecosystems
RELIABILITY
MEETS
REINVENTION
THE SMARTWORKS
ADVANTAGE
Smartworks stands at the intersection of trust and transformation. Our
foundation is reliability–long-term enterprise partnerships, predictable
cash flows, high quality customised office spaces designed & delivered
in 45 to 60 days, and a capital-efficient model that thrives across cycles.
Yet, we are equally defined by reinvention–re-imagining & disrupting
commercial real estate with our Managed Campus platform, and providing
world-class amenities and vibrant ecosystems to employees of large
enterprise clients.
* in terms of Total Stock
Mission
To deliver flexible, tech-enabled, and
customised workspaces that empower
clients to focus on their core business –
through consistent experiences and
unwavering client delight.
Vision
A third of our lives is spent at work!
Our vision is to craft and manage
workspaces where work meets
purpose - every space built to
inspire greatness.
OUR NORTH STAR
INDIA’S LARGEST MANAGED
OFFICE PLATFORM
ABOUT SMARTWORKS
We are an Office Experience & Managed Office Platform–built for global
and Indian enterprises. In under a decade, including two pandemic years,
we’ve scaled into the country’s market leader, transforming bare-shell
properties into fully amenetised campuses. Our model goes beyond space–
it delivers speed, scale, world-class experience that drives productivity and
engagement for enterprise clients across India.
Values
T
H
R
I
V
E
Take
Accountability
Honour
Integrity
Reach for
Results
Ignite
Collaboration
Value &
Champion
Innovation
Embrace
Customer
Obsession
Smartworks Coworking Spaces Limited
Smartworks Coworking Spaces Limited
02
03
Corporate Overview
Statutory Reports
Financial Statements
Annual Report 2024-25
INDIA’S #1
MANAGED OFFICE
PLATFORM
SCALE + RELIABILITY +
REINVENTION
R
eliability defines the way Smartworks delivers consistent, scalable,
and financially disciplined solutions. Reinvention drives the way
we design offices & provide world-class experiences that inspire
productivity, collaboration, and culture which attract employees to
come to office every single day. Our integrated model brings infrastructure,
technology, and services together enabling enterprises grow with the
flexibility to evolve in a fast-changing business environment.
RELIABLE
BY DESIGN,
REINVENTED
FOR IMPACT
SMARTWORKS’ APPROACH
We pioneered India’s managed
campus model. Our cashflow
accretive integrated model creates
predictable annuity revenues,
faster paybacks, and future-ready
workspaces.
By uniting supply and demand
on one ecosystem, we create
a powerful flywheel of growth
for enterprises, landlords, and
employees alike.
11.79 Mn. sq. ft. |
8.99 Mn. sq. ft.
TOTAL* | LEASED SBA
2 | 15
COUNTRIES | CITIES
55 | 50
TOTAL* | LEASED CENTRES
270K | 203K
TOTAL* | LEASED SEATS
`13,741Mn
REVENUE FROM OPERATIONS
`1,722 Mn
NORMALISED EBITDA
`2,435Mn
NORMALISED OPERATING CASH FLOW
Key Highlights FY25
*As on March 31, 2025. Includes term sheet/
signed LOIs.
Annual Report 2024-25
Smartworks Coworking Spaces Limited
05
Corporate Overview
Statutory Reports
Financial Statements
04
Smartworks Coworking Spaces Limited
Gymnasium
Open Lobbies
Cafeteria
Outdoor Sports Zones
Meeting Room Booking
Facial Recognition
RFID-enabled Parking
Smart Stores
Indoor Gaming Zones
Annual Report 2024-25
We offer high quality, customised,
tech-enabled offices at value-
centric pricing, which provide both
scalability and flexibility to our
clients. Our managed campuses are
designed to support the dynamic
needs of modern businesses,
providing seamless access to
amenities such as cafeterias,
gyms, crèches, medical centres,
smart convenience stores, and
collaborative zones.
These aspirational amenities
create environments that promote
wellbeing, productivity, team
cohesion, and a place where
employees feel welcome every
single day.
From Forbes 2000 companies,
global MNCs, Indian conglomerates
to well-funded startups, our clients
come from different and diverse
range of sectors and industries.
Landlords, particularly passive
and non-institutional owners,
trust us to convert their bare-shell
spaces into vibrant Smartworks
branded campuses. Each centre
is designed using our extensive
design library and is enabled by
proprietary technology platforms
that simplify operations and elevate
the user experience.
Our economies of scale lead to cost
leadership and taking full buildings
enables higher space efficiencies
and active property management.
SMARTWORKS’ ECOSYSTEM
With a total SBA of 11.79* Mn sq. ft.
operating across 2 countries, India and
Singapore, 15 cities, and 55* centres,
Smartworks Platform delivers a world-
class workspace solutions that cater
to the evolving needs of modern
enterprises and their employees.
We focus on mid-to-large enterprises,
majority of whom commit to more than
300 seats.
*Includes Term Sheet/signed LOIs
Annual Report 2024-25
Smartworks Coworking Spaces Limited
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06
07
Corporate Overview
Statutory Reports
Financial Statements
FROM VISION TO
LEADERSHIP –
THE SMARTWORKS
EVOLUTION
Our evolution to a Managed Office Platform
reflects a deliberate strategic pivot aligned
with enterprise needs.
Transition
towards fully
managed
workspaces
2019
SBA of 4.0 Msf
2022
10 cities
30 centres
IPO:
Smartworks
gets listed
2025
Commencement
of Operations
2016
* includes signed LOIs/Term Sheets
Revenue from
operations
C13,741 Mn
Total footprint
11.79 Mn. sq. ft.*
Growth in Revenue
from Operations
~13X
Growth in total footprint
~8X
Revenue from
operations
D1,019 Mn
Total footprint
1.4 Mn. sq. ft.
STANDARDISED PRODUCT
Customers get a uniform experience across
India irrespective of the size of their office
RELIABILITY
Offices delivered in 45 to 60 days
FRUGALITY
Industry-leading cost structure of ₹ 1,350 psf
CAPEX and ₹ 34-36 psf per month OPEX, driven
by economies of scale, standardisation, and
modularity
HIGH QUALITY CAMPUSES
High-quality campuses with all aspirational
amenities
VALUE-CENTRIC PRICING
Deliver a competitive and value for money
pricing
SMARTWORKS:
WHAT WE STAND FOR
psf – per square feet
Corporate Overview
Statutory Reports
Financial Statements
Smartworks Coworking Spaces Limited
08
09
Smartworks Coworking Spaces Limited
Annual Report 2024-25
MESSAGE FROM MANAGING DIRECTOR
Dear Stakeholders,
It is a privilege to present our first Annual Report as a
listed company–a milestone that reflects how far we
have come and the scale of the opportunity ahead.
FY25 was a defining year–our IPO in July’25,
oversubscribed ~13.5x, validated the strength of our
model and the trust of our stakeholders.
When we started Smartworks, our conviction was clear:
enterprises need more than desks and leases. They
need speed, scale, and reliability. That belief led us to
pioneer India’s Managed Office Platform–large-format,
fully serviced campuses delivered in weeks, not years.
MESSAGE FROM EXECUTIVE DIRECTOR
Dear Stakeholders,
In less than a decade, Smartworks has redefined the
managed office category, proving that speed, scale,
and discipline can go hand in hand. From a single
centre to 11.79 Mn sq. ft. across 15 cities, Smartworks
has scaled by earning the trust of enterprises that
expand with us, landlords that partner with us
repeatedly, and employees who bring our campuses to
life every day.
In doing so, we created not just offices but a new
category. A model where reliability and reinvention
work together–where enterprises no longer choose
between scale and cost, ambition and assurance. Over
time, reliability has come to mean trust in execution,
while reinvention has meant continuous improvement
in design, technology, and workplace experience.
From this idea, Smartworks has grown into India’s
largest managed office platform. As of March 31,
2025, our total footprint is 11.79 Mn sq. ft. across 15
cities, serving 738 clients and more than 100,000
employees. Global enterprises expand with us across
cities, while repeat landlord partnerships underscore
the ecosystem we have built.
What defines us is an enterprise-first, de-risked
model: ~88% of revenues from Enterprises, diversified
across clients, cities, and sectors, with no single
exposure beyond prudent limits. This structural
resilience underpins our growth and stakeholder
confidence.
Looking ahead, the opportunity is immense. India’s
growth trajectory–powered by infrastructure, GCC
expansion, industrialisation, and the digital economy–
is fuelling unprecedented demand for premium,
flexible workspaces. Our strategy is clear: disciplined
expansion into large, whole-building campuses;
portfolio agility through selective management-
contract and variable-rent models; and steady margin
improvement through procurement leverage and
value-added services.
As we pursue this growth, sustainability has become
an inseparable part of our strategy. For enterprises, it
is no longer optional–it is essential. Our campuses are
integrating renewable energy, IoT-driven efficiency,
and smart water and waste management. These
initiatives not only future-proof our portfolio but also
help clients meet their own ESG goals, creating shared
value across the ecosystem.
At the heart of this journey are our people. The
passion and commitment of the Smartworks team,
spread across cities and functions, is what turns
our vision into reality every single day. Their ability
to deliver at speed, uphold quality, and innovate
continuously has been central to building client trust
and scaling our platform. Together with our clients,
landlords, and partners, they form the ecosystem that
makes Smartworks more than just an office provider–it
is a collective force shaping the future of work.
With these foundations of reliability and reinvention,
Smartworks is poised to lead the next chapter of
workplace transformation–in India and beyond.
OUR IPO WAS
OVERSUBSCRIBED ~13.5X
IN A VOLATILE MARKET –
A RESOUNDING VOTE OF
CONFIDENCE
Neetish Sarda
Managing Director
WE HAVE BUILT
INDIA’S LARGEST MANAGED
OFFICE PLATFORM WITH
JUST ~₹5,000 MN OF EQUITY
RAISED TILL MARCH 2025 –
A CAPITAL-EFFICIENT MODEL
THAT SCALES
Harsh Binani
Executive Director
Our recent listing on the stock exchange was a
validation of that model – proof that Smartworks is
resilient, relevant, and built for the long term. Our
shares debuted at a premium even in a volatile
market, underscoring the deep confidence investors
have placed in our business. Very few companies
globally have achieved this scale with such frugal
capital deployment. With public markets now as
partners in our journey, the IPO marks the beginning
of a new chapter – one focused on compounding
value for clients, landlords, and shareholders in the
years ahead.
Capital discipline, built to compound, has been the
defining principle of Smartworks’ journey. We have
built India’s largest managed office platform with just
~₹5,000 Mn of equity raised till March 2025. This
capital-efficient approach is a core differentiator–one
that balances growth with resilience. Post-IPO, we are
net-debt negative, with stronger cash conversion and
clear visibility to free cash flow positivity. This discipline
ensures that every square foot we add compounds
value for clients, partners, and investors alike.
Technology has amplified this advantage. Our
proprietary platform BuildX compresses delivery
timelines, while client and operations apps ensure
consistency across geographies. IoT-led building
stacks reduce energy and service costs, enhancing
both client experience and operating margins. These
innovations may run quietly in the background, but
their impact is visible every day–spaces delivered
faster, operated leaner, and experienced smarter.
Our entry into Singapore during the year further
validated that the Managed Office platform is globally
relevant and adaptable to sophisticated international
markets. This is only the beginning–Smartworks is
poised to capture opportunities beyond India, while
deepening our leadership at home.
Looking ahead, the opportunity is immense. With
flexible workspaces now comprising nearly a fifth of
total office demand in India, our playbook for FY26
is clear: scale large campuses in core and emerging
clusters, deploy selective management-contract and
variable-rent models to de-risk growth, and expand
monetisation through value-added services such as
fit-out-as-a-service.
Smartworks was founded on the conviction that
offices should drive productivity, collaboration, and
well-being. With reliable foundations in scale and
partnerships, and reinvention embedded in design,
delivery, and technology, we are positioned to deliver
responsible growth and sustainable value creation for
all stakeholders.
Annual Report 2024-25
Smartworks Coworking Spaces Limited
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11
Corporate Overview
Statutory Reports
Financial Statements
VENDOR PARTNERS
CLIENT EMPLOYEES
WHO WE SERVE
Benefits
• Access to customer
segment with disposable
income (i.e., client’s
employees)
• Access to assured footfalls
& projects
Benefits
• Tech-enabled
workspaces with
premium amenities
• Engaging work
atmosphere and
enhanced well-being
WHO WE PARTNER WITH
LANDLORDS IN PRIME
LOCATION
Benefits
• Guaranteed Rentals
• Leasing full buildings
with active property
management
AVERAGE LONG LEASES, WITH
TYPICAL 5-YEAR LOCK-IN
10-15 years
VENDORS ENGAGED
300+
ACCESS TO CLIENT’S EMPLOYEES
100,000+
ENTERPRISE CLIENTS
Benefits
• Flexible, modern &
hassle-free offices in just
45-60 days
• Value-centric pricing &
cost saving
CLIENTS BEING SERVED
738
SMARTWORKS PLATFORM INTEGRATES
LANDLORDS, ENTERPRISES, EMPLOYEES, AND
PARTNERS INTO ONE GROWTH ECOSYSTEM
A FLYWHEEL OF VALUE CREATION
PLATFORM
Enterprise relationships often span multiple cities, creating continuity that goes
beyond individual campuses. We provide reliability in scale and reinvention in
experience by anticipating expansion needs and aligning growth plans. Strong seat
retention during FY 2024-25 reflects this trust and validates a model that deepens
loyalty while enabling future-ready workplaces. For Landlords, we transform the
properties into managed workspaces by leasing large/entire bare-shell properties &
providing them with guaranteed rentals.
NETWORK EFFECT PLAYS
OUT ON BOTH SUPPLY AND
DEMAND SIDES
S
U
P
P
L
Y
D
E
M
A
N
D
PLATFORM
Clients
Landlords
• 88.49%
revenues from
mid-to-large
enterprises
• Large MNCs,
Indian
Conglomerates
• 31.90%
revenues from
multi-city
expansions
• 81.22% from
non-institutional
landlords,
Approx. 25%
centres are from
landlords leasing
multiple buildings
to us
• Increasing
partnerships
with institutional
developers
(DLF, Raheja,
Tata Realty)
Annual Report 2024-25
Smartworks Coworking Spaces Limited
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13
Corporate Overview
Statutory Reports
Financial Statements
EXPANSIVE PRESENCE ACROSS
INDIA’S PRIME LOCATIONS
GEOGRAPHIC PRESENCE
Our presence in India’s key clusters ensures proximity to enterprise demand and
decision-making hubs. This strategic footprint strengthens client relationships,
accelerates delivery, and positions us as a trusted partner for large-scale workspace
needs across the country.
OUR MARKET SHARE ACROSS THE KEY
CLUSTERS’ TOTAL FLEXIBLE STOCK (%)
Pune (CBD)
18.44%-21.23%
Pune
(SBD - West)
12.80%-16.00%
Hyderabad
(IT Corridor)
13.51%-14.30%
Bengaluru
(Outer Ring Road)
12.86%-13.75%
Chennai
(Off CDB)
9.09%-11.76%
Bengaluru (North
Bengaluru District)
5.96%-6.86%
Gurugram
(DLF Cybercity)
5.00%-6.67%
Pune
(SBD - West)
40.04%-44.49%
Gurugram (Golf
Course Road)
31.10%-40.81%
OF OUR SBA PRESENCE IN THE KEY CLUSTERS
94.37%
KEY CLUSTERS IN INDIA’S TIER 1 CITIES ARE
PART OF OUR OPERATING FOOTPRINT
19 out of 28
Indore
Mumbai
Pune
Ahmedabad
Kolkata
Hyderabad
Chennai
Coimbatore
Kochi
Bengaluru
NORTH
WEST
SOUTH
EAST
TOTAL AREA SQ. FT.
TOTAL AREA SQ. FT.
TOTAL AREA SQ. FT.
TOTAL AREA SQ. FT.
% OF TOTAL SBA
% OF TOTAL SBA
% OF TOTAL SBA
% OF TOTAL SBA
2.12 Mn
5.75 Mn
3.51 Mn
0.37 Mn
18.04%
48.94%
29.87%
3.15%
Total Footprint: 11.79 Mn sq. ft. across 15 Cities
The map is not to scale and prepared for illustrative purpose only.
*Above data as on March 31, 2025 (includes Signed LOI/Term Sheets)
Singapore presence
SINGAPORE FOOTPRINT:
35K SQ FT
Delhi
Noida
Jaipur
Gurugram
Annual Report 2024-25
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15
Corporate Overview
Statutory Reports
Financial Statements
The demand for managed workspaces is accelerating, with
enterprises seeking partners who can guarantee scale, quality, and
readiness for the future. Reliability lies in consistent delivery across
India’s strategic hubs, while reinvention shapes how Smartworks
transforms offices into growth engines.
RELIABLE
FOUNDATIONS,
REINVENTED
GROWTH
I
ndia’s commercial office stock is
expanding rapidly, and flexible
workspaces are becoming integral
to modern enterprise culture.
This momentum, driven by shifting
workplace needs and adoption by large
corporates, makes India one of the
fastest-growing markets globally.
INDIA’S PROJECTED COMMERCIAL
OFFICE STOCK IN NEXT 10-15 YEARS
1 Bn. sq. ft.
CAGR OF FLEXIBLE WORKSPACE FROM
CY2020 TO CY2024
23-24%
COMPANIES WITH >10% FLEXIBLE
WORKSPACE BY 2026 (FROM 42%
IN Q1 CY24)
59%
SMARTWORKS’ POSITION IN
THIS CONTEXT
Our growth is anchored in scale and
reach across India’s most important
clusters, giving enterprises
seamless access to expansion-
ready campuses. Each site is built
with adaptability at its core–spaces
expand quickly within a location
or across our national network.
This balance of dependable scale
and adaptive design has enabled
Smartworks to outpace the industry
and build enduring enterprise trust.
VALUE PROPOSITION THAT
SMARTWORKS BRINGS
• Reliability: Steady supply
via landlord partnerships;
predictable annuity revenues
• Reinvention: Transforming
fragmented supply into an
integrated Managed Campus
Platform offering best-in-class
amenities and modern work
experiences
• Landlords gain from long-
term returns; enterprises
get customised, hassle-free
workplaces
FINANCIAL PRUDENCE
• Normalised OCF/EBITDA
consistently >1, RoCE expanding
• Negative working capital and
less than 7 debtor days
• A capital-efficient model that
compounds value across cycles
FOOTPRINT CAGR REGISTERED BY
SMARTWORKS’, >1.5X INDUSTRY RATE
38.37%
IS WORLD’S FASTEST GROWING
OFFICE MARKET
India
CONSISTENT NORMALISED OCF
TO EBITDA
> 1
(between 2020-2024)
SMARTWORKS EDGE
• Grew at a footprint CAGR of
~38% (1.5x industry) from
2020–24
• Anchored in India’s most
important clusters with
expansion-ready campuses
• Spaces designed for adaptability
and speed, scaling within and
across cities
Annual Report 2024-25
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17
Corporate Overview
Statutory Reports
Financial Statements
Annual Report 2024-25
Source: Knight Frank & CBRE Report
PILLARS THAT POWER SMARTWORKS
STRENGTHS
Our strengths enable us to deliver consistent results and sustain our leadership in
the managed workspace industry. Over the years, we have evolved into a trusted
name in the managed workspace industry through a sharp focus on scale, service
excellence, and market responsiveness. A well-defined growth approach, backed
by operational discipline and industry foresight, has strengthened our ability
to deliver consistent value. Our platform is designed to adapt to shifting client
requirements while creating sustainable, long-term benefits for all stakeholders.
MARKET LEADERSHIP
Smartworks is India’s #1 managed office platform,
in terms of total stock, with a footprint of 11.79 Mn.*
sq. ft. with a presence across 14 Indian cities and
Singapore – a true national footprint with top 4 cities
contributing ~75% of revenue. Our leadership
in India’s managed campus segment is driven by
scale, steady expansion, and a proven ability to
deliver large, enterprise-grade workspaces across
major business hubs. A strong pan-India footprint,
value-focused pricing, and capability to lease and
transform large properties make us the preferred
partner for mid-to-large enterprises.
EXCEPTIONAL EXECUTION CAPABILITIES
Our expertise lies in our exceptional execution
capabilities. Leveraging our extensive design
library, in-house design team, and a state-of-
the-art, proprietary-tech platform called BuildX,
we are able to deliver fully customised offices
to our clients in just 45-60 days. We design,
develop, and operate expansive, fully serviced
environments that combine scale efficiencies with
competitive leasing terms. The result is vibrant,
high-quality workspaces that attract and retain
enterprise clients while maintaining consistent
standards across locations.
SW BuildX
BMS LCS
CRM
Ticketing Dashboard
*Includes Term Sheet/signed LOIs
POWERED BY TECH
Annual Report 2024-25
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19
Corporate Overview
Statutory Reports
Financial Statements
Annual Report 2024-25
COST LEADERSHIP
We maintain cost leadership and
strong unit economics with Industry
leading OPEX and CAPEX metrics
leveraging tech-enabled execution
capabilities. Our frugal mindset
and operational agility are backed
by process standardisation and
tech integration, positions us to
respond effectively to client needs
while driving better terms and
faster returns for clients. This cost
leadership allows us to pass on
savings, helping enterprises allocate
more resources to growth and
innovation.
OPERATIONAL COST PER SQ. FT.
PER MONTH
₹34-36
FITOUT COST / SQ. FT.
₹1,350
UNIQUE AND DIVERSIFIED
SUPPLY ACCESS
We have developed strong access
to a wide and varied supply base,
sourcing a significant share of our
portfolio from city-linked regional
promoters and landlords. This
diversified approach enables us to
cater to enterprises of all sizes, with
a focus on customised solutions for
mid-to-large clients.
PORTFOLIO SOURCED FROM
INSTITUTIONAL LANDLORDS SUCH AS
DLF, TATA REALTY AND RAHEJA.
~20%
DERISKED, INSULATED
BUSINESS MODEL
Our business model combines
effective asset-liability management
achieving breakeven at ~65–70%
occupancy in a centre, with a clear
focus on mid-to-large enterprises,
enabling longer lock-in periods
and stronger retention. A strategic
pricing approach ensures rental
revenue remains at least twice
the lease costs. Diversification
across industries, regions, and
clients reduces concentration
risk. Long-term agreements
with both landlords and clients
provide resilience against cyclical
fluctuations, supporting stable
and sustainable growth. In fact,
given our value pricing, we are the
preferred partner for our clients
during a downturn.
OUR ECONOMICS
SPACE TYPICALLY LEASED TO A
SINGLE CLIENT IN LARGE CENTRES
TO AVOID CONCENTRATION RISK
≤30%
Mid-to-large
Enterprise focus with
longer lock-in period
~2x the rental
expense is targeted
for the rental revenue
Strong pre-fill
occupancy
commitment from
existing or
prospective clients
Asset-liability
mismatch eliminated
till FY27
OCCUPANCY TO ACHIEVE BREAK-
EVEN IN A TYPICAL CENTRE
~65%-70%
AVERAGE PAYBACK COMPARED
TO 51-52 MONTHS FOR TYPICAL
OPERATOR
~30-32 Months
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DIVERSIFIED INDUSTRY
PORTFOLIO
Smartworks benefits from a
well-diversified industry mix. By
serving Clients across various
growth sectors like information
technology, engineering, insurance,
energy, Ed-tech, e-commerce,
fintech and consulting, we reduce
concentration risk.
A majority of our Rental Revenue
is derived from sectors other than
information technology, technology
and software development which
contributed 57.72% of our Rental
Revenue during Fiscal 2025.
Reducing portfolio
concentration risk
(% - Top 10 Clients)
FY19
FY25
19%
39%
ACTIVELY REDUCING
PORTFOLIO CONCENTRATION
RISK
We have made significant strides
in minimising client concentration
risk. The revenue contribution from
our top 10 clients has dropped from
39% in FY 2018-19 to just 19% by
FY 2024-25. This demonstrates
our ability to scale the platform and
broaden our client base, ensuring
that our revenue streams are well
distributed.
FINANCIAL AND CAPITAL
EFFICIENCY
Our capital-efficient model delivers
industry-leading payback periods,
supported by prudent financial
management and strategic
execution. Fit-out investments
follow a phased approach–building
shared spaces first and customising
work areas as clients sign on–
minimising upfront costs. Use of
client deposits and lease rental
discounting strengthens cash
flow, while advance rentals ensure
consistently low receivable cycles
and break even typically happens
within the first 12 months.
Our business model, focused on
enterprise clients, ensures long-
term, annuity-like contracts with
highly predictable cash flows from
Forbes 2000 companies, global
MNCs, Indian conglomerates, and
well-funded startups. These aren’t
just one-off deals–they’re stable,
recurring revenue streams. Think of
it like a REIT but with a host of office
services such as design, fitouts, day-
to-day operations and all amenities
included - achieved through an
asset-light, capital-efficient model.
Smartworks has delivered a marked
improvement in financial efficiency,
as reflected by improvement in
Normalised Return on Capital
Employed (ROCE).
STRONG AND COMMITTED
LEADERSHIP
A blend of entrepreneurial vision
and seasoned expertise drives our
growth in the managed workspace
industry. The leadership team
brings deep capabilities across
real estate, finance, operations,
and strategy, supported by
strategic investors. A stable
senior management base enables
cohesive decision-making and
consistent execution of long-term
business goals.
PROMOTER HOLDING
65.15%
We have achieved
this scale with just
~ ₹5,000 Mn of raised
Equity till Mar’25.
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TRUSTED BY INDUSTRY
LEADERS
OUR CLIENTELE
GROWING FOCUS ON MID-TO-
LARGE ENTERPRISE CLIENTS
We prioritise clients with scalable
needs across multiple cities. These
are fast-growing organisations
seeking more than just office space.
They require speed, flexibility, and
reliability. Our model aligns well with
these expectations, offering end-
to-end workspace solutions backed
by predictable quality and efficient
service delivery.
Client partnerships are built for the
long term. Each engagement begins
with a rigorous qualification and
customisation process including
assessing business size, growth
outlook, operational needs, and
workspace preferences. Once
aligned, we deliver tailored solutions
that meet both strategic and day-
to-day requirements. Our ability to
retain and grow client relationships
is a direct outcome of this process-
driven approach.
RENTAL REVENUE FROM MULTI-CITY
CLIENTS
31.90%
SEATS RETENTION RATE
86.83%
RENTAL REVENUE GENERATED FROM
300+ SEAT CLIENTS
63.44%
SEAMLESS CLIENT AND CLIENT EMPLOYEE EXPERIENCE
We manage the complete lifecycle of the client relationship, starting from first touchpoint
to onboarding and ongoing engagement. Dedicated teams ensure alignment during every
phase, from proposal to move-in. Each centre is delivered on-time, fully configured, and
ready for use, ensuring a smooth transition for clients and their employees.
After onboarding, account managers provide continuous support, keeping service
standards high and client needs proactively addressed. Our commercial structure is
simple, transparent, and offers flexibility through scalable services. Agreements typically
span three to five years, with usage-based options that suit evolving needs. Our approach
ensures stability, responsiveness, and a workplace experience that drives retention and
satisfaction.
For clients they get highly customised, tech-enabled workspaces with robust IT
infrastructure–high-capacity bandwidth, secure data rooms, and advanced access
control systems. For client employees, they get access to an integrated tech app with
access amenities such as gyms, creches, parking, cafes, and grocery stores–making their
workspace both secure and convenient, and that too at prime locations.
Our marquee clientele
WEIGHTED AVERAGE TOTAL TENURE
AND WEIGHTED AVERAGE LOCK-IN
PERIOD (FOR 300+ SEATS)
50 | 34 months
OCCUPANCY RATE
83.12%
CLIENTS AS ON MARCH 31, 2025
738
Metrics as per FY 2024-25
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CLIENT DIVERSITY AT SMARTWORKS
Rental Revenue from
Enterprise Clients
(in ₹ million)
FY24 FY25
11,345.68
8,847.99
Rental Revenue
(in ₹ million)
FY24 FY25
12,821.65
9,870.26
Percentage of
Rental Revenue from
Enterprise Clients
FY24 FY25
88.49%
89.64%
Rental revenue generated from
enterprise clients
We focus on mid-to-large
Enterprises and have built a growing
Client base, which includes Indian
corporates, MNCs operating in
India and startups. Our focus is on
acquiring Enterprise Clients with
higher Seat requirements as well as
emerging mid-to-large Enterprises,
and grow with them.
0-100
FY24 FY25
1,542.06
1,260.92
101-300
FY24 FY25
3,145.96
2,689.31
300+
FY24 FY25
8,133.63
5,920.03
Rental revenue as per seat
cohorts
We cater to the needs of all team
sizes, from under 50 to over 6,300
Seats, with a specific focus on
mid and large Enterprises that
typically have a requirement of
over 300 Seats. We believe that our
ability to serve their customised
infrastructure and operational
requirements make us a suitable
partner for them. Our largest Client
deal size was over 6,300 Seats in
Fiscal 2025, over 4,800 Seats in
Fiscal 2024, demonstrating our
value proposition and focus on
serving large Enterprises.
The diversification of the sectors
in which our Clients operate is also
an important factor impacting our
operations. Our Clients are from
diverse industries like information
technology, engineering, insurance,
energy, Ed-tech, e commerce,
fintech and consulting. A majority
of our Rental Revenue is derived
from sectors other than information
technology, technology and
software development which
contributed 57.72% of our Rental
Revenue during Fiscal 2025.
Information technology,
technology & software
development
Engineering and
manufacturing
Banking, financial services
and insurance
Business consulting and
professional services
Others
Rental revenue from
multi-city clients
(in ₹ million)
FY24 FY25
4,090.42
3,025.40
Rental revenue from top 20 clients,
top 10 clients
Top 20 clients (in %)
FY24 FY25
27.76
27.07
Top 10 clients (in %)
FY24 FY25
18.95
17.52
Rental revenue from
multi-city clients
Enterprise clients operating
across cities continue to
contribute to our growth.
Our ability to deliver
consistent quality across
locations drives higher
wallet share and renewals.
Weighted average total
tenure (in months)
FY24 FY25
46
46
300+
0-100
FY24 FY25
45
35
101-300
FY24 FY25
39
40
FY24 FY25
50
49
Weighted average tenure &
lock-in tenure
Tenure patterns remain steady and
favourable across seat sizes, with
higher averages in 300+ seats
cohorts. This points to enduring
relationships and predictable
revenue flows.
42.28
9.63
8.92
13.95
25.22
Sector-wise
Rental Revenue
Contribution in
FY25 (%)
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TRACK RECORD OF SUSTAINABLE
PERFORMANCE
KEY PERFORMANCE INDICATORS
OPERATIONAL PERFORMANCE
We have consistently scaled our operational footprint
across prime commercial hubs, enhancing both
reach and relevance. Our business has deepened its
capacity, optimised centre utilisation, and expanded
the infrastructure delivery to support rising enterprise
demand. Growth in active centres, seat capacity,
and contracted occupancies reflects our platform’s
ability to deliver ready-to-move solutions at pace. This
operational agility, backed by process standardisation
and tech integration, positions us to respond effectively
to client needs while maintaining high service
consistency.
FINANCIAL PERFORMANCE
Our performance reflects disciplined execution, operational strength, and a focus on sustainable growth. We
continue to drive margin improvement, optimise capital use, and reinforce cash flow stability. The business
remains well-positioned to fund future expansion and support long-term value creation through a robust and
scalable financial foundation.
TOTAL CENTRES
55
46
As on March 31, 2025, Total Centres
includes LOIs/Term Sheets
Revenue from
operations**
(₹ Mn)
Normalised cash
flow from operating
activities**
(₹ Mn)
EBITDA**
(₹ Mn)
EBITDA Margins**
(%)
Normalised ROCE**
(%)
Normalised
EBITDA**
(₹ Mn)
Normalised
EBITDA Margins**
(%)
FY24 FY25
13,740.56
10,393.64
FY24 FY25
8,572.64
6,596.70
FY24 FY25
62.39
63.47
FY24 FY25
2,434.82
1,896.67
FY24 FY25
6.52
1.01
Total Borrowings*
(₹ Mn)
FY24 FY25
3,977.70
4,273.50
Net Debt*
(₹ Mn)
FY24 FY25
2,992.51
3,270.59
FY24 FY25
1,722.30
1,060.37
FY24 FY25
12.53
10.20
FY24
FY24
FY25
FY25
46,508.54
6,929.10
41,470.84
5,691.66
Total assets*
(₹ Mn)
Normalised Capital
Employed*
(₹ Mn)
No. of clients*
(Nos.)
Seat retention rate**
(%)
Rental Revenue**
(₹ in Mn)
FY24
FY24
FY25
FY25
738
86.83
603
88.27
FY24 FY25
12,821.65
9,870.26
Super built-up area*
(Mn Sq Ft)
Capacity seats*
(No.)
Operational Centres*
Capacity Seats
Occupied Seats
FY24 FY25
8.99
8.00
FY24 FY25
2,03,118
1,82,228
FY24 FY25
1,83,613
1,63,022
FY24 FY25
1,52,619
1,30,047
FY24 FY25
83.12
79.77
Occupancy %
*As of Mar 31, 2025
**For fiscal year
*As of Mar 31, 2025
**For fiscal year
OPERATIONAL CENTRES
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INNOVATING THE FUTURE OF WORK
TECHNOLOGY EXCELLENCE
Through our proprietary technology ecosystem, we have built an integrated
platform that connects clients, their employees, and service partners. This platform
powers every stage of workspace management–helping us plan better, build faster,
operate leaner, and deliver consistently at scale.
We have achieved tighter control
over timelines, cost, and delivery
quality by embedding technology
across the value chain. This while
enabling us to manage scale
without compromising precision,
predictability, or consistency, –
even across multiple cities and
diverse asset formats.
We are transforming the managed
workspace industry by empowering
organisations to manage, operate,
and experience spaces through
technology. Our roadmap is to
continually deploy innovative
in-house solutions in the fields
of asset management, workforce
management, ESG-linked
offerings, comprehensive project
management, and digital market
places.
Reduce delays through real-time
project monitoring
Automate approvals to improve
speed and compliance
Track asset health and enable
predictive maintenance
Respond faster to client requests
1
2
3
4
Our solutions span design
coordination, resource planning,
energy optimisation, and service
delivery. On the ground, they are
used daily to:
Operational impact
This direct application of technology
makes our operations efficient,
scalable, and resilient.
OUR TECHNOLOGY STACK
At the heart of our operations lies a connected ecosystem
of applications that seamlessly integrates design, sales,
operations, and client engagement. Each application
addresses a specific challenge, but together they form a single
intelligent layer that powers our workspaces.
BuildX
Our proprietary project and design management platform
reduces delivery timelines, digitises site coordination, tracks
vendor performance, and embeds site health checks–ensuring
projects are delivered faster, at predictable cost, and to
consistent quality standards.
CRM
Beyond sales pipeline management, our CRM tracks leads,
proposals, client agreements, broker networks, receivables, and
payments, while providing real-time visibility on portfolio health
and occupancy. This strengthens both revenue governance and
client servicing.
Source: Company data
1
2
3
4
5
6
7
8
9
10
11
12
13
IoT Enabled
Meeting Rooms
RFID enabled
Parking System
Flap barrier
Digital reservation
system
Gaming zone
Digital ticketing
system
App driven beverage
machine
Shuttle
Visitor management
System
App based access
reader
Gym e-pass
Tech enabled
Smartstore
Flexi desk
12
SMARTWORKS SUPER APP
SMARTWORKS SUPER APP:
Smartworks Super App provides clients and their employees with a
range of solutions, including access controls, cafes, sports zones,
gyms, creches and much more.
It simplifies management and enhances the on-site experience with
seamless access to essential amenities.
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PROPERTY MANAGEMENT
APPLICATIONS
Workctrl (Property
Management Applications)
Workctrl, our flagship mobile app,
serves as the daily operating
system for workspaces. It enables
employees and administrators to
manage facial recognition access,
attendance, meeting room and desk
bookings, pantry services, visitor
management, ticketing, and digital
checklists–all in a single intuitive
interface.
Cafeteria management
An IoT-powered platform that
automates energy use, manages
HVAC and lighting, and integrates
with ticketing systems for proactive
interventions. Today, the VBMS
monitors 1,083 IoT devices across
42 centres, delivering measurable
energy savings and sustainability
impact.
Virtual building management
system
Our IoT-powered platform links
HVAC, lighting, and energy usage
into a centralised dashboard,
automatically optimising
consumption and integrating
with ticketing to trigger rapid
interventions.
Ticketing
A centralised resolution engine that
captures client grievances, vendor
issues, and internal service requests
at scale. Its data stream feeds into
analytics dashboards, enabling
SLA tracking and continuous
improvement.
Client portal
The single point of engagement
for client administrators, digitising
service offerings, administrative
workflows, and financial processes.
Clients can manage employee
access, bookings, subscriptions,
and service requests, ensuring
transparency and control.
ERP
The backbone of financial and
operational governance, our ERP
manages billing, procurement,
vendor onboarding, purchase/work
order creation, and inventory. Fully
integrated with BuildX and CRM,
it automates workflows, reduces
revenue leakage, and improves
turnaround commitments.
USING DATA TO IMPROVE
DELIVERY
Every application in our stack
generates a continuous flow of
operational data. By harnessing
these insights, we improve
efficiency, predict and prevent
issues, and enhance client
experience. Looking forward,
we aim to make our applications
AI-enabled, integrate more IoT
solutions, and leverage data to
create smarter, more responsive
workspaces.
We also plan to expand our
technology as SaaS products,
deploying them beyond Smartworks
centres to support landlords and
enterprises managing multiple
disjointed systems–creating both
cost efficiencies and new revenue
opportunities.
CYBERSECURITY AND DATA
PROTECTION
We operate under a comprehensive
cybersecurity and risk management
framework designed to safeguard
client and company data. This is a
multi-layered defence model that
ensures efficiency and upholds
trust, compliance, and resilience.
Key measures include:
• Strong encryption protocols for
data at rest and in transit
• Multi-level access controls to
prevent unauthorised use
• Firewalls, intrusion detection/
prevention systems, and secure
internet gateways
• Periodic security audits and
compliance assessments aligned
with industry standards
• Structured data backup and
recovery systems to ensure
business continuity
• Ongoing employee awareness
programmes on cybersecurity
best practices
This multi-layered defence model
ensures that our technology not
only drives efficiency but also
upholds trust, compliance, and
resilience.
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CLIENT SUCCESS
VOICES THAT ENDORSE US
We specialise in serving large Enterprises that have large teams, multi-city
presence and customised infrastructure and operational requirements. We also
serve mid and emerging Enterprises and other organisations. We grow as their
business expands.
We are present in key clusters
across Indian cities. This gives
our clients the ability to choose
office spaces across locations
based on their requirements. Our
modern workspaces are quickly
configurable to meet diverse needs.
By providing fully managed,
aesthetically pleasing and tech-
enabled Centres, in prime locations
at value-centric pricing, we achieve
financial and capital efficiencies
for our clients. Additionally, we
focus on creating aspirational and
daily-life amenities that are likely
to enhance well-being, fostering
a vibrant and engaging work
atmosphere.
We have a diverse client base
that includes Indian corporates
and MNCs, such as Google IT
Services India Private Limited,
L&T Technology Services
Limited, Bridgestone India Private
Limited, Philips Global Business
Services LLP, Persistent Systems
Limited, Billionbrains Garage
Ventures Private Limited (Groww),
MakeMyTrip (India) Private Limited.
Many of our Clients have long-term
contractual arrangements with us
across multiple locations.
OUR PEOPLE, OUR CULTURE
EMPLOYEE
At Smartworks, our people are at the core of our success. We believe that a thriving
culture fosters innovation, ownership, and growth. Over the past year, our HR
initiatives have been designed to strengthen this culture by focusing on building
capabilities, enabling fast track careers, driving innovation in people practices, and
aligning our employees to the company’s values & long-term vision.
INCLUSION & WELLNESS
We believe diverse perspectives fuel innovation and
growth. At Smartworks, we are committed to embedding
inclusion at every stage of the employee lifecycle.
Alongside this, our wellness initiatives continue to focus
on creating a safe, supportive, and healthy workplace,
ensuring our people can bring their best selves to work
every day.
LIVING OUR PURPOSE
At Smartworks, our Vision, Mission, and Values have
always been the foundation of our identity. This year,
we reaffirmed and strengthened our commitment to
these guiding principles through consistent leadership
communication and role-modelling, ensuring each value
is actively lived by our people every day.
EMPLOYEE EXPERIENCE
We launched multiple employees connect forums,
feedback sessions, and recognition programs to
strengthen the employee feedback channel and ensure
their contributions are valued. Insights from these
interactions guided us in designing and strengthening
our employee-centric policies and initiatives that
enhance employee experience.
TRAINING & LEADERSHIP DEVELOPMENT
We invested in structured training programs to upskill
employees and ensure they are equipped for both
current and future business needs. Targeted trainings
across SOPs and supervisory skills have enabled our
teams to deliver with greater consistency, quality, and
client centricity.
In addition, we exclusively initiated ‘Ascent’ - leadership
development program to groom the next generation of
leaders within Smartworks.
#CASE STUDY
TOTAL FULL-TIME EMPLOYEES AS ON MARCH 31, 2025
794
ENTERPRISE
GROWTH POWERED
BY SMARTWORKS
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STRONG CLIENT REFERENCES
LANDLORDS’ SATISFACTION
TESTIMONIALS
With Smartworks, we
are able to augment our
existing offices while
maintaining the vibrant
and digital-first office,
hassle-free and touchless
experience across all our
locations in India.
Girish Gaitonde
Founder
Our building gained a front
foot in the occupancy that
would have taken 2 years.
Takes away the hassle
of making multi-design
floors/offices for different
clients. Over 60% space
was leased within months
of going live.
Ashish Malpani
Malpani Agile Building
With Smartworks, we are
confident of a long-term
income stream & assured
tenancy and we have a
huge cost advantage.
Dr. Jagdesh Belur
Karle Town Centre
Stickiness of Smartworks’
clients are beneficial to us;
no-churn means sustained
profits.
Chandrakant
Kankariya
Olympia
The capital value of our
property has appreciated,
and we have a clear view
of cash flows. Along
with a strong return on
investment, multiple large
and well-known Enterprise
names.
D.K. Mittal
Maple Corporate Towers
Leasing buildings to them
has saved us the pain
of dealing with multiple
brokers and IPCs and
the gestation period of
scouting for tenants.
Sadanand Shetty
Amar Sadanand
Technology Park
We’ve set up our corporate
headquarters with
Smartworks in Mumbai.
At a strategic location,
with well-maintained infra,
amenities, gaming and
recreational zones provide
our employees with a more
enjoyable and productive
work experience.
Sushant Dash
Starbucks India CEO
We were looking for an
agile workspace provider
with pan-India presence
who could help us grow
in other regions with room
to scale-up. We have
expanded our footprint
exponentially with them in
5 cities.
Rahul Garg
Founder & CEO
Their digitally-enabled
ecosystem focused on
contactless services, safe
and hassle-free workspace
for employees… access
to multiple prime office
locations, room to expand,
world-class infrastructure
and takes away the stress
of managing a workspace.
SP Ravi
President – India
and Manila Operations
Smartworks’ commitment
to providing value-driven
workspaces without
compromising on the
quality is applause-
worthy, understood
our requirements and
suggested the best office
space, design and layout
ensuring optimal space
utilisation!.
Satish Seetharam
Managing Director
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SUSTAINABLE GROWTH.
SMARTER WORKSPACES.
SUSTAINABILITY
Sustainability is embedded in the way we design, build, and operate our managed
workspaces. Our approach integrates environmental responsibility into every stage
of the workspace lifecycle–from energy-efficient infrastructure and renewable
energy adoption to waste minimisation and green-certified operations. We lead
the industry with forward-looking ESG practices that reduce environmental impact
while enhancing operational efficiency. This enables our clients to work in spaces
that are both high-performing and environmentally conscious.
KEY FOCUS AREAS
Since June 2023, we have advanced this commitment
through a comprehensive ESG programme with short-
and long-term goals. The focus is on clean energy,
stronger environmental performance across Centres,
and deeper integration of sustainability with technology.
Alongside, we are developing social programmes and
strengthening risk management to ensure our positive
impact extends to the communities we serve, while also
helping clients meet their own sustainability targets.
Some of the initiatives already being
undertaken by us include:
Energy
We are investing in a 9.9
MWp captive solar project
and deploying in-house
lighting controls and IoT-
enabled meeting rooms to
optimise energy use
Waste reduction
Single-use plastics
have been curtailed,
while hand dryers have
replaced tissues to
minimise paper waste
Tracking and reporting
Monthly monitoring of
energy, water, and waste
ensures accountability
and progress
measurement
Water conservation
Aerators installed in
20 Centres are helping
reduce tap water
consumption
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RECOGNISED FOR EXCELLENCE
BOARD OF DIRECTORS
AWARDS AND ACCOLADES
ATUL GAUTAM
Chairman and Non-executive
Director
Atul Gautam brings over 42 years
of experience in banking and
financial services. He served in
senior roles at Punjab National Bank
and was a senior advisor to the
Indian Banks’ Association. He holds
a bachelor’s degree in science and
a master’s in western history from
the University of Lucknow. He has
been associated with Smartworks
since 2024.
NEETISH SARDA
Managing Director
Neetish Sarda is the Managing
Director and Founder of
Smartworks. He founded the
company in 2016 and leads
its operational and strategic
functions across sales, business
development, product, and
technology. A science graduate
from the University of London, he
has received several accolades for
entrepreneurship and innovation. He
holds over nine years of experience
in the flexible workspace sector
and is currently driving Smartworks’
vision and growth.
He has been bestowed with
industry leading recognitions
and awards such as Promising
Entrepreneur of India by The
Economic Times, India’s Impactful
CEOs of 2024 by Times Now,
Dynamic Entrepreneur of the Year
Award (Business Transformation) by
Entrepreneur India, and many more.
HARSH BINANI
Executive Director
Harsh Binani is the Co-founder and
Executive Director of Smartworks,
India’s Largest Managed Office
Platform and one of Asia’s leading
provider of flexible workspaces for
enterprises.
With over 14 years’ experience
spanning McKinsey & Company
in Chicago and high-growth
entrepreneurship, he has been
recognised among BW Disrupt’s 40
Under 40 achievers. A Distinguished
Alumnus of Shri Ram College of
Commerce and an MBA graduate
from the Kellogg School of
Management, he is credited with
redefining the workspace experience
across Asia and shaping the future of
enterprise offices in the region.
At Smartworks, Harsh leads the
company’s financial and corporate
strategy, guiding investor relations,
finance, marketing, and human
resources to align with its long-term
vision and growth.
HO KIAM KHEONG
Non-Executive Director
Ho Kiam Kheong has more than 35
years of experience in real estate
investment, development, and
operations across geographies. He
currently leads fund management and
investment for Keppel Capital in India.
He holds degrees in civil engineering
and engineering science from the
National University of Singapore and
the University of Liverpool. He joined
Smartworks in 2024.
RAJEEV RISHI
Independent Director
Rajeev Rishi brings over 37 years
of leadership experience in Indian
banking, having held roles in
multiple public sector banks. He
holds degrees in arts and law,
and a diploma in advanced HR
management from the University
of Michigan. He is a member of
the Indian Institute of Banking and
joined Smartworks in 2024.
V K SUBBURAJ
Independent Director
V K Subburaj has over 33 years
of administrative experience,
having served in key government
ministries, including as Secretary in
the Department of Pharmaceuticals.
A former IAS officer, he also served
as a technical member at NCLT. He
holds a PhD in agriculture and has
been associated with Smartworks
since 2024.
PUSHPA MISHRA
Independent Director
Pushpa Mishra is a legal
professional with over two decades
of experience in commercial,
corporate, arbitration, and
constitutional law. She holds a
law degree from the University of
Calcutta and has been enrolled
with the Bar Council of West
Bengal since 1997. She has been
associated with Smartworks
since 2024.
TECHNOLOGY INNOVATION
Awarded “Best
Technology Enabled
Flexi Space” at BW
Flexi Spaces Awards
Received “Co-working
Technology of the
Year” at Realty+
Working Summit
& Awards
Received two gold
awards at iNFHRA Flexi
Con India Awards for
Best Managed Office
Brand and Best Tech
Stack (above 3 Mn.
sq. ft. footprint)
INDUSTRY RECOGNITION
Awarded “Managed
Space Brand of the
Year (National)” at
Economic Times Real
Estate Awards
Awarded “Most
Preferred Flexi Space
in India” at BW Flexi
Spaces Awards
Awarded “Co-working
Project of the Year
– North” at the 13th
Estate Awards
Awarded “Best COVID
Measures at a Flexi
Space” at BW Flexi
Spaces Awards
GROWTH LEADERSHIP
Recognised as
“India’s Growth
Champion” by The
Economic Times and
Statista twice in a row
Featured among the
“Top 500 Asia-Pacific
High-Growth Companies”
by Financial Times and
Statista twice in a row
Recognised
in HURUN India Future
Unicorn List
Recognition from ASK
Private Wealth HURUN
India Future Unicorn
Index twice in a row
Annual Report 2024-25
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MANAGEMENT TEAM
CORPORATE INFORMATION
PRATIK RAVINDRA AGARWAL
Chief Business Officer
Pratik Agarwal leads sales,
business development, account
management, and leasing at
Smartworks. He holds a bachelor’s
degree in science and a diploma in
economics from the University of
London. Since joining the company
in 2016, he has played a pivotal role
in scaling its enterprise footprint and
managing key business verticals.
ANIRUDH TAPURIAH
Chief of Strategy and Investor
Relations
Anirudh Tapuriah leads fundraising,
investor relations, M&A, business
finance, and strategic initiatives at
Smartworks. A qualified Chartered
Accountant, he has also cleared
the final examination of ICSI and
completed the Executive Program
in Business Management from IIM
Calcutta.
He has further enhanced his
professional expertise by clearing
the limited insolvency examination
and the valuation examination in
the securities/financial assets class
conducted by IBBI.
Before joining Smartworks in 2021,
Anirudh was associated with Shyam
Steel, SBI Capital Markets, and
Grant Thornton. As on date, he
brings over 14 years of extensive
experience.
SAHIL JAIN
Chief Financial Officer
Sahil Jain oversees accounting,
banking, and secretarial functions
at Smartworks. He is a fellow of
both ICAI and ICSI, and holds a
commerce degree from St. Xavier’s
College, Kolkata. He has completed
a management program from IIM
Bangalore and cleared two CFA
levels. His earlier experience
includes roles at Religare Finvest
and Vision Comptech. He rejoined
Smartworks in 2022 after a prior
stint between 2018 and 2019.
GOKUL NOLAMBUR
RAJASEKAR
Group Chief Technology Officer
Gokul Rajasekar drives product,
technology, data, and design
functions at Smartworks. He
aligns cross-functional technology
solutions with business objectives
and supports both internal
infrastructure and client-facing
platforms. He holds an electronics
and communication engineering
degree from Anna University,
Chennai, and joined Smartworks
in 2022.
KALPANA DEVNANI
Chief Human Resources Officer
Kalpana Devnani leads the human
resources function at Smartworks,
focusing on performance-driven
and inclusive culture development.
She holds a B.Tech in computer
science and a PG diploma from MDI
Gurgaon. She previously served
in HR leadership roles at Jubilant
Foodworks, Esme Consumer, and
ICICI Bank. She joined Smartworks
in 2024.
PUNAM DARGAR
Company Secretary and
Compliance Officer
Punam Dargar manages corporate
secretarial and compliance
functions at Smartworks. She
holds a commerce degree from
the University of Calcutta and is an
associate member of the Institute of
Company Secretaries of India. Prior
to joining Smartworks in 2020, she
worked with Agarpara Jute Mills
Limited on a freelance basis.
BOARD OF DIRECTORS
Atul Gautam
Chairman & Non-Executive Director
Neetish Sarda
Managing Director
Harsh Binani
Executive Director
Ho Kiam Kheong
Non-Executive Director
Rajeev Rishi
Independent Director
V K Subburaj
Independent Director
Pushpa Mishra
Independent Director
CHIEF FINANCIAL OFFICER
SAHIL JAIN
COMPANY SECRETARY &
COMPLIANCE OFFICER
PUNAM DARGAR
STATUTORY AUDITORS
DELOITTE HASKINS & SELLS LLP
SECRETARIAL AUDITOR
BABULAL PATNI,
PRACTICING COMPANY SECRETARY
INTERNAL AUDITORS
GRANT THORTON BHARAT LLP
REGISTERED OFFICE
UNIT NO. 305 – 310, PLOT NO. 9, 10, & 11,
VARDHMAN TRADE CENTRE, NEHRU PLACE,
SOUTH DELHI – 110 019
REGISTRAR AND SHARE
TRANSFER AGENT
CB MANAGEMENT SERVICES PRIVATE
LIMITED
CIN: L74900DL2015PLC310656
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MANAGEMENT DISCUSSION AND ANALYSIS
Outlook
The global economy is on a steady growth path, with
projections of a 2.8% expansion in 2025 and 3.0% in
2026. This outlook is supported by a broad recovery in
major economies, driven by stable demand and easing
inflation. Key emerging markets are expected to be major
contributors to this growth.
According to the IMF, the Asia-Pacific (APAC) region is
forecasted to grow by 3.7% in 2025, outpacing the global
average. This momentum is powered by booming digital
and infrastructure sectors, along with strong growth in
services exports.
(Source: World Economic Outlook, IMF)
For Smartworks, this signals
sustained occupier expansion across
Asia, with India at the centre.
INDIAN ECONOMY
India’s economy continued on a stable growth path
in FY 2024-25, with Real GDP rising 6.5% (NSO) after
9.2% in the prior year, underpinned by strong domestic
demand, robust services, and a sound policy framework.
In August 2025, S&P Global upgraded India’s sovereign
rating to ‘BBB’, its first upgrade in 18 years, citing policy
stability, fiscal prudence, and digital reforms. This
enhances India’s attractiveness for global capital and
strengthens its long-term growth trajectory.
Despite near-term pressures such as US tariffs on select
exports, India’s large domestic market and diversified
trade base provide resilience, with GDP expected to
expand ~6.5% in FY 2025-26. Structural drivers remain
intact: India has overtaken Japan as the world’s fourth-
largest economy (nominal GDP) and is targeting a
$5 trillion economy by FY 2027-28. Infrastructure push
continues with a record capital outlay of ₹11.2 lakh crore
(3.1% of GDP) in FY 2025-26.
Growth Drivers
The Indian economy continues to be supported by a
combination of strong demographic and policy-driven
tailwinds.
Youthful Demographics: The country possesses the
world’s largest working-age population, with approx.
69% of its citizens in this group. This demographic
profile is a significant driver of long-term consumption
and economic activity.
Rapid Urbanisation: The urban population is projected
to grow from 36% in 2023 to 40% by 2036, fuelling
substantial demand for modern infrastructure and
commercial real estate.
Record Infrastructure Investment: The government’s
emphasis on infrastructure development is clear, with
a record outlay of ₹11.2 lakh crore in FY26, equivalent
to 3.1% of GDP, enhancing both physical and digital
connectivity.
Pro-Growth Policies: Strategic government initiatives,
including ‘Make in India 2.0’, the Production-Linked
Incentive (PLI) scheme, and digital reforms, are
strengthening manufacturing and exports and creating a
favourable business environment.
GLOBAL ECONOMY
The global economy demonstrated relative stability in
2024, despite persistent challenges related to economic
conditions, international relations, and government
policies. According to the International Monetary Fund
(IMF), global GDP grew by 3.3% during the year, despite
geopolitical and policy headwinds. Growth rates varied
significantly across regions, with advanced economies
recording slower expansion, while many developing
nations, particularly in Asia, sustained steady growth,
contributing 35% of global GDP.
Real GDP Growth (%)
2024
4.3
1.8
3.3
2025 (P)
3.7
1.4
2.8
2026 (P)
3.9
1.5
3.0
World Output
Advanced Economies
Emerging Markets and Developing Economies
The Asia-Pacific (APAC) region is a major contributor
to the global economy, accounting for approx. 35% of
the world’s GDP and 56% of the world’s population as
of 2024. Its economic growth has shown resilience,
supported by strong domestic demand and consumption
across diverse economies, from developed nations like
Singapore and Japan to rapidly expanding ones such as
China and India. The region’s average consumer price
inflation stood at 4.4% in 2024, a decline attributed
to falling commodity prices and domestic demand
surpassing pre-pandemic levels.
India GDP Growth (%)
FY22
FY23
FY24
FY25
FY26(E)
9.2
6.5
6.5
7.6
9.7
This macro backdrop is fuelling
demand for office stock and
managed campuses, directly
benefiting Smartworks.
(Source: World Economic Outlook, IMF)
(Source: Press Information Bureau)
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INDUSTRY STRUCTURE & DEVELOPMENTS
Commercial Real Estate Overview
Asia Pacific (APAC) Region
The Asia-Pacific region’s commercial real estate landscape has significantly transformed in recent years. Between 2018 and the first
half of 2024, the region saw a net addition of approx. 295.3 Mn. sq. ft. to its office stock, growing at a CAGR of 5.4%.
The office leasing market has returned to normal after the COVID-19 pandemic, with corporates resuming active real estate planning.
The total Grade A office stock in the APAC region reached 1,176 Mn. sq. ft. by the first half of 2024. Tokyo leads the markets in terms
of Grade A stock, with 284.9 Mn. sq. ft., followed by Indian cities such as Bengaluru with 156.4 Mn. sq. ft., Mumbai with 104.0 Mn.
sq. ft., and Hyderabad with 89.3 Mn. sq. ft.
Singapore has become a leading location for corporate
headquarters in the Asia Pacific, with the highest number
of completed regional headquarters between 2014 and
2023. This is supported by its developed infrastructure,
efficient regulatory processes, and a business
environment that was ranked second globally in terms of
ease of doing business in 2019, according to the World
Bank's Doing Business Report, 2020.
INDIAN REGION
India is fast becoming a global hub for both manufacturing
and services, positioning itself as “the office to the
world” (as sighted in a report by Morgan Stanley) by
leveraging rapid digitalisation and the energy transition
for accelerated growth. India is the global leader in
offshoring, with an estimated 5.4 million people employed
directly in technology-related industries. This sector is
forecasted to contribute approx. 57-58% of the global
sourcing market in FY 2024-25, an increase from 55% in
FY 2018-19 (Source: NASSCOM). The country’s business
environment has also seen substantial improvement, with
its “ease of doing business” rank rising by 79 places from
142nd in 2014 to 63rd in 2019, according to the World
Bank’s Doing Business Report, 2020.
India’s commercial office stock was estimated at
approx. 883 Mn. sq. ft. as of March 31, 2025. This supply
is forecasted to grow at a compound annual growth rate
(CAGR) of 6.7%, reaching an estimated 1,072 Mn. sq. ft. by
the close of 2027. With strong economic growth, India is
projected to add its next Bn. sq. ft. of office space between
2036 and 2041. Morgan Stanley reports that India is set to
become the office to the world with increasing GCCs and
international companies establishing a presence in India.
India’s commercial real estate sector is undergoing a
massive transformation, moving from a modest market
to a global hub.
In India, the commercial real estate is concentrated in the
top 9 cities of Bengaluru, Mumbai Metropolitan Region
(“MMR”), Hyderabad, Gurugram, Chennai, Pune, Noida,
Kolkata, and Delhi.
Key Indian cities are experiencing high office absorption
rates, driven by the country’s economic growth and
domestic consumption. The demand for high-quality
spaces attracts both domestic and multinational
corporations.
Following a period of disruption, gross office absorption
in India’s top nine Tier 1 cities has shown a strong
recovery, rebounding from 35.0 Mn. sq. ft. in CY2020 to
78.9 Mn. sq. ft. in CY2024. This momentum continued
into Q1 CY2025, with absorption reaching 17.2 Mn. sq. ft.
As of Q1 CY2025, 85.1% of the commercial office stock
was categorised as Grade A, indicating a growing
preference for quality spaces. The total occupied office
stock in these cities reached 713.1 Mn. sq. ft. by Q1
CY2025.
FLEXIBLE WORKSPACES OVERVIEW
Flexible workspace solutions are primarily fully furnished
and serviced real estate offerings that provide end users
with flexibility in areas like space design, tenure, area,
location, and product. As organisations adapt to hybrid
working models and prioritise capital efficiency and
operational outsourcing, their integration into their real
estate portfolios is becoming increasingly common.
Operators are responding to this demand by offering
world-class amenities and tech-enabled office spaces.
The market has seen new solutions emerge, such as
pay-per-use, day passes, and "fit-out as a service”.
This shift in strategy is benefiting landlords who can lease
their entire assets to a single-managed campus operator,
thereby saving time and effort that would otherwise
be spent on leasing to multiple tenants. The managed
campus operator, in turn, provides flexible solutions to a
diverse clientele with varied requirements.
Reasons for the growing adoption of flexible workspaces
Support multi-
geography
expansions
Circumvent
upfront
investment in
office fit-outs
Outsource
non-core
commercial
real estate
operations
Support the
implementation
of hybrid and
distributed
working
policies
Convert capital
expenditure
to operating
expenditure
Acquire
large floor
plates in
buildings of
preference
ASIA PACIFIC (“APAC”) FLEXIBLE WORKSPACES OVERVIEW
The flexible workspace market in the Asia Pacific region is experiencing stable growth. The total volume of flexible
space reached approx. 122 to 124 Mn. sq. ft. by June 2024, with over 3,000 centres now serving a wide variety of
users. This expansion is driven by the shift towards hybrid work models, which has created a sustained demand for
high-quality, amenity-rich, and sustainable workspaces.
(Source: CBRE Report )
KEY STATISTICS: H1 2025
Top Absorptions
Mn. sq. ft.
Bengaluru: 10.4
Delhi-NCR: 6.8
Mumbai: 6.7
NEW SUPPLY
25.3 Mn. sq. ft.
YOY CHANGE
44%
GROSS ABSORPTION
38.2 Mn. sq. ft.
YOY CHANGE
7%
Select Major APAC Cities – Total Flexible Workspace Stock (Mn. sq. ft.)
Source: CBRE as of H1 CY2024; The flexible workplaces figures mentioned above include stock across all grades; Manila – Makati &
Fort Bonifacio
Bengaluru
Pune
Hyderabad Gurugram
Mumbai
Seoul
Tokyo
Noida
Chennai
Singapore
Delhi
Kolkata
Manila
22.0-24.0 10.2-11.2
8.7-9.7
7.5-8.5
6.8–7.8
6.7-6.9
6.6–6.8
6.0–7.0
5.2–6.2
4.0–4.2
1.7–2.2
1.3-1.8
1.1–1.3
25.6%
17.4%
15.7%
10.7%
10.3%
9.8%
5.5%
3.2%
1.7%
Bengaluru, Mumbai, Hyderabad, Gurugram,
Chennai, Pune, Noida, Kolkata, Delhi
as of H1 CY 2024
Smartworks’ enterprise-first,
managed campus model is aligned
with key industry tailwinds.
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Major sectors driving demand for flexible workspaces
include technology, business services, and finance.
High-growth cities such as Bengaluru, Pune, and Seoul
have seen remarkable increases in demand. Notably,
Bengaluru experienced a 107% year-over-year increase
in 2024.
(Source: The Instant Group)
According to a CBRE survey, 78% of APAC occupiers
prefer dedicated enterprise spaces, while 48% seek
event space. This points to a deeper integration of
flexible solutions, with over 25% of corporate real estate
decision-makers already allocating more than 10% of
their portfolio to flexible space. This is expected to rise to
39% over the next three years. Smaller firms are driving
this trend due to their need for prime locations, shared
amenities, and adaptability. The APAC flexible office
market is projected to grow at a CAGR of over 21% from
2024 to 2031, reaching a market value of $11.82 billion
by 2030. This growth is supported by the continued
adoption of hybrid work models, government incentives,
and regional entrepreneurial activity.
(Source: NextMSC)
INDIAN FLEXIBLE WORKSPACES MARKET
OVERVIEW
Flexible workspace is the fastest growing segment within
commercial real estate. In a short span of 10 years, it has
grown to approx. 96-100 Mn. sq.ft. as of Q1 2025 and is
projected to further grow at a CAGR of 18-20%. This rapid
growth of the entire segment reflects a fundamental shift
in customer preferences for flexible workspaces as the
future of offices.
The market share of Managed Workspace (MWS) has grown significantly, from just 8% in FY18 to 30% in FY24. This
expansion reflects a major shift away from traditional co-working models towards long-tenure, enterprise-focused
solutions.
Flexible workspace stock in India’s top nine Tier 1 cities surged from 35 Mn. sq. ft. in 2020 to over 88 Mn. sq. ft. by Q1
2025, with the pan-India stock reaching 96 Mn. sq. ft. This rapid growth is driven by the capital efficiency and flexibility
MWS offers. Companies with more than 10% of their office space in flexible arrangements are projected to increase
from 42% in 2024 to 59% by 2026.
The flexible workspace industry is moving beyond traditional co-working to offer managed campus solutions. This is a
direct response to the growing demand from mid-to-large enterprises for customised, scalable, and amenity-rich office
spaces. These managed campuses offer an integrated, hospitality-centric environment with value-added services like
wellness programs and concierge services, which are crucial for attracting and retaining talent. Driven by strong and
sustained demand, the total flexible workspace stock in Tier 1 cities is forecasted to grow at a CAGR of 18-20% from
CY2024-27, reaching approx. 140-144 Mn. sq. ft. This growth momentum is evident in the record-breaking leasing
activity, which surged to 39 Mn. sq. ft. in the first half of 2025.
The chart provides Y-o-Y total flexible workspaces stock across India (Tier 1 & Non-Tier 1 cities):
Flexible Workspaces Stock – Mn. sq. ft.
Note: Arrows indicate a change from the previous
forecast
Source: CBRE Research Q2 2025
Source: Ministry of Statistics and Programme Implementation (MoSPL),
May, June 2025; CBRE Research Q2 2025
*All data as of Q1 CY 2025, estimate only.
Managed office space account for 28% of flex
workspace stock as of FY 2023-24
Source: Avendus Spark Real Estate sector - Flexible workspace
Thematic
FY18
8%
21%
28%
53%
48%
44%
39%
31%
28%
FY21
Managed Office Space
Hybrid
Coworking Space
FY24
2019
2020
2021
2022
2023
2024
Q1 2025
32-34
37-39
42-44
54-56
68-70
90-94
96-100
H1 2025
SUPPLY Y-O-Y
H1 2025
ABSORPTION Y-O-Y
Q2 2025
SUPPLY Q-O-Q
Q2 2025
ABSORPTION Q-O-Q
19%
6.5% RBI
6.3% World Bank
6.5% S&P Global
3%
63%
8%
INDIAN GDP FORECAST FOR FY2026
INDIA GDP TRENDS
Jun 2024
India GDP Growth
Repo rate
CPI Inflation (Headline)
Dec 2024
Apr 2025
Jun 2025
10%
8%
6%
4%
2%
0%
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Key Growth Drivers
The flexible workspace market is poised for continued growth due to several key drivers:
Companies are increasingly adopting flexible
workspace solutions to align their real estate strategy
with business goals and to access high-quality, fully
managed spaces without significant upfront capital
expenditure.
There is a strong preference for high-quality, Grade
A office spaces that offer modern amenities and
superior functionality. The occupiers are also
increasingly seeking workspace customisation as per
their preference alongside having bespoke, private/
semi-private and dedicated office spaces.
The widespread adoption of hybrid work models has increased the need for flexible, on-demand office solutions.
Through flexible workspaces, companies offer their employees consistent experiences and the flexibility to work
from multiple locations within a broader network.
The expansion of Global Capability Centres (GCCs) and the shift of Indian tech companies towards higher value-
added services are key drivers of demand for managed office spaces.
GCCs have become a dominant occupier group, particularly in cities like Bengaluru, Chennai, and Pune, which
attract the majority of this demand. This trend underscores India’s continued appeal as a global hub for enterprises
seeking talent, cost efficiency, and operational resilience.
Driven by strong economic fundamentals and robust demand for Grade A office spaces, key Tier 1 cities are
witnessing significant growth. This concentrated activity provides a strategic focus for players like Smartworks,
which are capitalising on the sustained demand from large enterprises and Global Capability Centres (GCCs) in
major metropolitan areas.
Choosing a flexible workspace allows organisations to
align with a single provider for all workspace-related
needs, such as expenses, support, and escalations,
thereby freeing up management’s time and resources
to focus on their core business functions.
Leading flexible workspace operators offer a range of
solutions, including on-demand options, meeting and
training rooms, and private or managed offices. This
variety allows organisations to select a mix of services
tailored to their specific needs, such as team size,
location, and purpose.
Growing demand from mid-to-large
enterprises
Flight to quality and customisation
Hybrid work models
Rise of GCCs
Growth in Tier 1 Cities
Outsourcing non-core operations
Variety of offerings
The market is expanding beyond Tier 1 cities, offering opportunities for operators to establish new centres in
emerging markets.
Growth of Tier 2 and Tier 3 Cities
CITY-WISE SHARE OF SUPPLY AND ABSORPTION IN H1 2025
16
17
14
3
27
9
9
33
1
1 3
27
14
11
11
2 1
1
Delhi-NCR, Mumbai, Bengaluru, Chennai, Hyderabad, Pune, Kolkata, Ahmedabad, Kochi
Forecasts for Stock of Flexible Workspaces in India (Mn. sq. ft.)
The forecasts for market size for flexible workspaces in India for all the top 9 tier 1 cities is outlined below:
Pre - 2020
2020
2021
2022
2023
Pre 2024
2025F
2026F
2027F
30-32
35-37
39-41
49-51
62-64
82-86
102-106
121-125
140-144
GCCs’ LEASING SHARE IN Q2 2025
BENGALURU
CHENNAI
PUNE
HYDERABAD
DELHI-NCR
MUMBAI
27%
21%
20%
7.3 Mn. sq. ft.
SPACE LEASED BY
GCCs IN Q2 2025
ACCOUNTING FOR A
SHARE OF
36%
15%
12%
4%
Source: CBRE Research Q2 2025
ABSORPTION
SUPPLY
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OPPORTUNITIES AND THREATS
Opportunities
•
Supply Opportunity: The market is primarily
concentrated in nine major cities: Bengaluru,
Mumbai Metropolitan Region, Hyderabad, Gurugram,
Chennai, Pune, Noida, Kolkata, and Delhi, ranked
by market size. Notably, 70.2% of this organised
commercial stock in India remains non-institutionally
owned as of March 2025.
The Company has capitalised on this fragmented
ownership structure by establishing strategic
partnerships with passive and non-institutional
landlords. We typically lease entire or large bare-
shell properties–both newly constructed assets and
existing ones transitioning from expiring leases. For
example, properties such as Golf View Corporate
Towers in Gurugram and Maple Corporate Park in
Noida have been successfully integrated into our
portfolio after their prior tenants vacated. This model
has unlocked significant addressable markets,
reflecting a landlord preference shift towards
managed leasing arrangements over traditional
leases.
•
Demand Opportunity: Fuelled by steady economic
growth, domestic firms in India are emerging as
a robust demand driver for office space. The
availability of skilled talent, a supportive regulatory
environment, and access to quality, cost-effective
real estate make India an increasingly preferred
destination for Global Capability Centres (GCCs)
and multinational corporations. These occupiers are
also incorporating flexible workspaces to support
operational scalability and outsource elements
such as workplace management, thereby boosting
demand in the flexible workspace segment.
Occupiers show growing preference for modern
integrated business parks with comprehensive
amenities including food and beverage outlets, open
outdoor spaces, wellness centres, and community
events. Flexible workspace solutions continue
evolving in use-cases, with organisations evaluating
them to facilitate relocations, consolidations, and
post-lease expiries.
The share of flexible workspace stock within Non-
SEZ office stock across Tier 1 cities expanded
from 7%-9% pre-2020 to 14%-16% by end-
2024. According to CBRE’s India Office Occupier
Survey 2024, companies with over 10% of their
office portfolio as flexible space are expected
to surge from 42% in Q1 2024 to 59% by 2026.
The majority of leasing activity over the past 2-3
COMPANY OVERVIEW
India’s largest Managed Office Platform
Smartworks Coworking Spaces Limited (referred to as
‘Smartworks’ or ‘the Company’) is an Office Experience
and Managed Office Platform. From the very beginning,
our vision has been to create office spaces that transcend
the ordinary and revolutionise commercial spaces in
India. In less than a decade, which includes two years of
Covid, Smartworks has grown to be the largest managed
office platform in India in terms of total stock. Our model
addresses diverse workspace needs while driving
greater productivity and engagement for enterprise
clients across the country.
We offer high quality, customised, tech-enabled offices
at value-centric prices, which provide both scalability
and flexibility to our clients. Our managed campuses
are designed to support the dynamic needs of modern
businesses, providing seamless access to amenities
such as cafeterias, gyms, crèches, medical centres,
smart convenience stores, and collaborative zones.
These aspirational amenities create environments that
promote well-being, productivity, team cohesion, and a
place where employees feel welcome every single day.
We focus on mid-to-large enterprises, with approx. 88%
of our revenue coming from enterprises, majority of
whom commit to more than 300 seats. From Forbes 2000
companies, global MNCs, Indian conglomerates to well-
funded startups, our clients come from different diverse
range of sectors and industries. Landlords, particularly
passive and non-institutional owners, trust us to convert
their bare-shell spaces into vibrant Smartworks-branded
campuses. Each centre is designed using our extensive
design library and is enabled by proprietary technology
years has occurred in flexible workspace centres
accommodating 300 or more seats–a segment
where the Company’s pan-India footprint, value-
oriented pricing, and expertise in managing large
properties position it strongly.
Flexible workspace stock in Tier 1 cities grew from
over 35 Mn. sq. ft. in 2020 to more than 82 Mn. sq.
ft. by end-2024, at a CAGR of approx. 23-24%. The
Company’s managed leased area in Tier 1 cities
grew at an even stronger CAGR of 38.37% during
the same period, outpacing industry growth by more
than 1.5 times in total area. The Company is well-
positioned to leverage these supply and demand
tailwinds to continue expanding its managed
workspace portfolio.
Threats
The flexible workspace industry has witnessed
considerable growth over the past few years. However,
despite the consistent growth, there are certain inherent
risk factors associated with this segment.
The flexible workspace industry is subject to risks arising
from intense competition, economic cycles, and client
turnover due to the short- to medium-term nature of
contracts. Operators face potential supply constraints,
rising costs, and asset–liability mismatches from long-term
lease commitments versus shorter client arrangements.
Further, rental escalations and client concentration may
impact cash flows and profitability, necessitating effective
risk management and diversification strategies.
platforms that simplify operations and elevate the user
experience.
As of March 31, 2025, the company has a total super
built-up area (SBA) of 11.79 Mn. sq. ft., across 55 centres
in 14 Indian Cities and Singapore (incl. centres under fit-
out, yet to be handed over and signed LOIs/Term sheets).
The company’s footprint is spread across key cities such
as Bengaluru, Pune, Hyderabad, Gurugram, Mumbai,
Delhi, Noida, Chennai & Kolkata.
Smartworks’ long leases, diversified
clients, and annuity-driven model
mitigate these risks.
Smartworks = REIT-like annuity
stability, flex agility, and client
experience.
Predictable cash flows with a
Normalised OCF/ EBITDA
Capital Efficiency; Scaled up with
just ₹5,000 Mn equity raised till
March 2025
75-85%
15-25%
Flex space lease mix increased
for 100+ seats cohort
Companies with
over 10% flexible
office space are
projected to grow
from 42% in Q1CY24
to 59% by CY26
Seats <100
100+ seats
Opportunity for
Smartworks
- 75% - 85%
seats y-o-y have
been getting
transacted
in 100+
seats cohort
categories
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Corporate Overview
Statutory Reports
Financial Statements
Annual Report 2024-25
Smartworks, initially a co-working space provider, has
strategically evolved into a managed office platform at an
early stage. The company saw a distinct and compelling
opportunity in India. While approx. 70% of the supply was
with standalone, non-institutional landlords, majority of
the demand came from mid to large enterprises. This gap
led us to pioneer the Managed Office Platform – and yes,
Smartworks created this category.
Smartworks has outpaced the segment and grown 1.5
times faster at a Footprint CAGR of ~38% from 2020-24.
Our platform seamlessly integrates all stakeholders,
i.e., our landlords, clients, their employees and vendor
partners into one ecosystem. Our landlords benefit
from guaranteed rent which makes them increase their
exposure with us. In fact, out of our 55 centres, 12 are
from landlords or developers who have leased multiple
buildings to Smartworks. For our 700+ customers, they
get a flexible, hassle-free office across India at a value-
centric price customised to their needs and delivered in
45-60 days. Over 30% of our revenue today comes from
multi-city clients. And for our rate-contracted Vendor
partners, they get regular work throughout the year with
majority of them working on multiple projects with us. All
this together has created a flywheel effect.
Our business model is long-term, annuity-like contracts
with highly predictable cash flows from Forbes 2000
companies, global MNCs, Indian conglomerates, and
well-funded startups. These aren’t just one-off deals–
they’re stable, recurring revenue streams. We can think
of it like a REIT but with a host of office services such as
design, fit-out, day-to-day operations and all amenities
included - achieved through an asset-light, capital-
efficient model.
Revenue Model
Our revenue is primarily generated from annuity-based
rental income, in fact ~94% of our revenue is rental
revenue, which provides us with significant stability and
predictability. This gives us strong visibility into upcoming
years.
Our cost of doing business continues to reduce because
of economies of scale and standardisation – both CAPEX
and OPEX continues to go down. As we continue to build
our brand and with the use of technology, our cost of
acquisition of customers and the sales cycles will also
continue to decrease. Today we leverage a vast design
library having built over 1,000 offices. We have built
a proprietary platform, BuildX which brings together
design, project and procurement team enabling us to
deliver offices in 45-60 days.
From the outset, we have emphasised cash flow
predictability and frugality as our core values.
Our Normalised Operating Cash Flow to Normalised
EBITDA has consistently exceeded 1. As our EBITDA
grows, our cash flows–which is the funds available
for reinvestment and growth–have also increased
significantly. The Normalised Cash Flow from operations
is approx. ₹ 2,435 Mn in FY25.
Delivers 30–32 month payback vs
51-52 months for typical operators.
Our terms of trade are among the superior terms in the
industry, with receivable days of less than seven days
driven by our strong client base and ERP driven collection
systems.
We believe our industry is unique with IND-AS accounting
and different accounting policies are being followed, One
common unified way to measure ROCE is to compute it
basis Normalised Cash Flows. Our normalised ROCE for
FY25 was 6.52%.
Receivable days of less than seven
days consistently for last 3 Years.
All of this has enabled Smartworks to scale significantly.
Company’s unique ability to take large campuses, which
continue to grow in size, allows us to add 2-3 Mn. sq. ft.
of space every year by taking only 7-8 buildings.
Supply Strategy
On the supply side, Smartworks is present across
India, with supply in 14 Indian cities and Singapore, and
approx. 94% of our spaces are in the key micro-markets
of India. The company works with a diverse range
of landlords, ensuring no dependency on any single
developer or landlord. ~80% of our portfolio is sourced
from city-linked regional promoters and landlords, who
own around approx. 70% (as on March 31, 2025) of
India’s commercial stock–highlighting our exceptional
ability to organise a highly fragmented market comprising
one-time promoters and small / regional developers.
Source: CRBE report, Smartworks Prospectus
The company’s supply typically responds directly to
customer demand with strong pre-fill commitments from
our existing clients, allowing us to scale up in a deliberate
and de-risked manner.
Demand Strategy
The company’s demand is enterprise-focused, coming
primarily from clients with requirements of 300+ seats
who commit to long tenures of over 4 years. We have
a highly sticky client base with a high retention rate of
over 85%.
On the Sector-side, we remain well-diversified: although
IT & ITeS share is the largest in India’s commercial real
estate, for us, that share is only ~42%. We serve a broad
spectrum of sectors including manufacturing, BFSI, and
consulting and professional services.
RISK MITIGATION STRATEGY
Client Concentration Risk
Smartworks has a robust strategy to mitigate key business
risks.
To manage client concentration risk, the top 10 clients
contribute only less than 20% of rental revenue in
FY25. The company typically limits any single client to
a maximum of 30% of a centre’s space. Its diversified
client base across industries and regions further protects
it from sector-specific risks. Long-term contracts add an
additional layer of stability.
Asset liability mismatch risk:
Our focus on mid-to-large Enterprises sets us apart
and drives longer lock-in periods and Client retention.
Our pricing strategy strives to achieve Rental Revenue
from Clients, which is at least double the lease rentals
we owe to our landlords. As of March 31, 2025, in terms
of the existing contractual arrangements with our clients
and the balance lease period with them, the contracted
lease rental income covers our rental obligations for
FY 2025-26 and FY 2026-27, in terms of the lease
agreements executed with our landlords. In terms of
the existing contractual arrangements and the balance
tenure of the lock-in period of the lease with our clients,
the contracted lease rental income from such balance
lock-in period is ₹ 20,604.15 million.
Cyclical Risks:
Our long-term contractual agreements with both landlords
and clients create a protective buffer against the inherent
cyclical fluctuations in occupancy and rental rates typical
of commercial real estate markets. This structural
resilience was notably demonstrated during the
COVID-19 pandemic period (FY 2020-21 and FY 2021-
22), during which our revenue increased. Our fortified
contractual framework ensured steady income flows and
reinforced business continuity amidst unprecedented
market disruptions.
Our economics
Our profitability is driven by the maturity of our Centres.
We classify our Centres as ‘mature’ (more than 12 months
from the date of commencement of operations) and
‘developing’ (less than or equal to 12 months from the
date of commencement of operations). Typically, we
achieve breakeven vis-à-vis the operational cost of a
Centre during the period of transition from ‘developing’
to ‘mature’. Most of the initial operational expenditure
incurred for a Centre is recovered by this breakeven
point. Any incremental utilisation beyond breakeven
flows to our unit-level profitability, as most of the cost is
already recovered. Separately, our corporate costs, which
primarily comprise employee expenses and corporate
overheads, create a source of operating leverage as they
get spread over a higher SBA across our Centres.
TOTAL* | LEASED SBA
REVENUE FROM OPERATIONS
CITIES
NORMALISED EBITDA#
TOTAL* | LEASED CENTRES
NORMALISED OPERATING
CASHFLOW
TOTAL* | LEASED SEATS
NORMALISED ROCE
11.79 Mn. sq. ft. |
8.99 Mn. sq. ft.
` 13,741 Mn
15
` 1,722 Mn
55 | 50
` 2,435 Mn
270K | 203K
6.52%
Scaling Fast. Growing Profits. Generating Cash
*Incl. LOIs/term sheets
Financial numbers Normalised in this Annual Report are as per Non-GAAP measures
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Corporate Overview
Statutory Reports
Financial Statements
Annual Report 2024-25
Below is a conceptual model of our Centre’s economics
As of March 31, 2025, the company had 794 employees
dedicated to delivering operational excellence and
customer delight.
The Company has successfully completed its Initial Public
Offering (IPO) of Issue Size of ₹ 5,825 million out of which
the primary issue size was ₹ 4,450 million. The issue size
comprised of 14,321,474 equity shares with a face value
of ₹ 10 each at an issue price of ₹ 407 per share (this
includes 88,812 shares issued under the employee quota
at a discounted price of ₹ 370 per share).
The market has overwhelmingly responded to our IPO.
The resounding success of our IPO, oversubscribed by
` in millions
Sr.
No.
Particulars
Total estimated
amount/expenditure
1.
Repayment/prepayment/redemption, in full or in part, of certain borrowings availed
by our Company
1,140.00
2.
Capital expenditure for fit-outs in the New Centres and for security deposits of the
New Centres
2,258.40
3.
General corporate purposes
566.32
3,964.72
~13.5 times, is a powerful endorsement of the strength of
our business model and the potential of the opportunity
we are pursuing.
Following the IPO, the equity shares of the Company
were listed on the National Stock Exchange of India
Limited (NSE) and the Bombay Stock Exchange Limited
(BSE) on July 17, 2025.
The proposed utilisation of the net proceeds from this
issue includes towards repayment of certain borrowings,
capital expenditure for fit-outs in the new centres and
security deposits of the new centres and for General
Corporate Purposes.
SMARTWORKS: WHAT WE STAND FOR
Months>
T-6
T
T +12
T +24
T +30
Lifecycle of a Typical Centre: Strong Unit Economics driving Superior Payback
Pre-leasing
Centre Maturity
Centre Payback
Strong pre-fill occupancy
commitment from
existing or prospective
clients
Achieve breakeven at ~65-70%
occupancy
Asset liability mismatch risk
eliminated
Achieve payback in
30-32 months
• Large scale allows Rapid Growth
• Better space utilisation of ~45 sq. ft.
feet/seat
• High Predictability and visibility for
Revenue
• ~88% Demand from Enterprise Clients
• ~94% of revenue from annuity-based
rental revenue
• Typically, not leasing >30% centre space to
a client
• Diversified by sector and geography
• Asset-liability mismatch eliminated till FY27
• Focus on value pricing to make the
product resilient in downturns and
upturns
OUR STRATEGIC CHOICES DRIVING SUSTAINABLE GROWTH
IMPACT
Scalability
Customer Focus
Cash Flow
Risk Mitigation
Pricing
Floors
Entire
Campuses
Retail clients
Enterprises & Multi-
city clients
Unpredictable
Highly Predictable
Highly Uncertain
De-risked
Niche Market
More Accessible
Customers get a uniform
experience across India
irrespective of the size of
their office.
Standardised Product
Industry-leading cost
structure of ₹ 1,350 psf
CAPEX and ₹ 34-36 psf
OPEX per month, driven
by economies of scale,
standardisation, and
modularity.
Frugality
Offices delivered in
45-60 days.
Reliability
Deliver a competitive and
value for money pricing.
Value-centric pricing
High-quality campuses with all
aspirational amenities.
High Quality Campuses
A key driver of Smartworks’ sustained performance
is its strategic geographic diversification, coupled
with a broad and balanced portfolio of enterprise
clients across multiple sectors. This dual axis of
growth ensures both revenue stability and a nimble
response to evolving market dynamics.
Geographical Presence
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Corporate Overview
Statutory Reports
Financial Statements
Annual Report 2024-25
MULTIPLE SOURCES OF SUSTAINABLE COMPETITIVE ADVANTAGE
1. Largest Managed Office Platform
4. Unique Supply Access at Competitive Prices
2. Financially Stable Business Model
The company has a total super built-up area (SBA) of
8.99 Mn. sq.ft. as of March 31, 2025, across 50 centres in
15 cities, with a total seating capacity of 203,118.
From 2020-24, our managed leased area in Tier 1 cities grew
at a CAGR of 38.37% during the period, outpacing industry
growth by more than 1.5 times in total area - demonstrating
our leadership position and ability to scale faster than the
market. Between March 2023 and March 2025, we expanded
our managed office space footprint at a 20.8% CAGR, while
revenues grew at a strong ~39% CAGR, reflecting both
operational excellence and scale leadership.
Smartworks’ growth and cost leadership are underpinned
by its unique supply-side access and sourcing strategy.
The real estate supply remains fragmented and largely
non-institutional while demand remains organised with
75-85% of the seats being transacted falling in the 100+
seats cohort, highlighting the importance of catering to
large enterprise clients.
Smartworks has built deep relationships across this
segment, with ~80% of our portfolio sourced from non-
institutional landlords. This access gives us a competitive
advantage by enabling us to lease entire buildings or
campuses at preferred rates.
This differentiated approach is now being recognised by
leading institutional landlords as well. Prominent names
such as DLF, Raheja and Tata Realty, have partnered
with Smartworks to deploy their campuses under our
model. The ability to source competitively across both
Our client base diversification further reduces concentration
risk. The top 10 clients together account for less than 20% of
rental revenue, with the largest contributing ~4%. Sectoral
diversity also supports resilience, with IT/ITeS contributing
~42% versus 60% in broader Indian commercial real estate,
balanced by BFSI, engineering, professional services, and
manufacturing clients.
Our revenue base is strongly annuity-driven, with approx.
94% derived from rental income, ensuring steady cashflows
and high visibility into future performance. Importantly,
growth is backed by long-term enterprise relationships,
~88% revenue share from enterprise customers with large
seat requirements (More than 60% of revenues come from
customers with 300+ seats) and high client stickiness (~46
months average tenure and seats retention rate of over 85%)
Largest managed office
platform, amongst the
benchmarked players, in
terms of total stock.
~88% revenue from enterprise
clients - predictable cashflows,
high-volume, longer tenures
and occupancy security
3. Highest Potential to Scale up the Fastest
With visibility to add ~2.5–3.0 million sq. ft. annually, the
company is uniquely positioned to expand capacity at a
pace unmatched by peers while maintaining operational
efficiency and financial prudence.
Core strength of Smartworks’ model lies in its ability to
run operations for large, standalone campuses typically
ranging from 300,000 to 500,000+ sq. ft. Combined
with our proven execution–delivering fit-outs in 45–60
days, achieving ~65-70% occupancy within a year, and
recovering investments in under three years–this model
allows enterprises to consolidate and scale seamlessly
within our ecosystem.
Potential to add ~2.5-3.0 Mn.
sq. ft. annual supply
Run operations for ~300-500k
sq. ft. standalone buildings
2. Financially Stable Business Model (Contd.)
Derisked, Insulated Business Model: The model
is fully de-risked–asset-liability mismatch has been
eliminated, allowing to benefit from both market
cycles. During downturns, properties can be exited
while maintaining the position as the lowest-cost
provider and preferred landlord. In up markets, renewal
benefits enable charging higher market rentals.
fragmented non-institutional supply and large,
branded developers gives Smartworks unparalleled
supply depth and flexibility.
Our Demand is Enterprise-focussed, De-risked and Diversified across Cities and Sectors
Large, Multicity
Enterprise Clients
High Rental
Visibility
Diverse Industry Mix
Reducing portfolio concentration risk
% Rev Contribution of Top 10 Clients
RENTAL REVENUE
(ENTERPRISE CLIENTS)
OVERALL OCCUPANCY
RATE
RENTAL REVENUE
(FOR 300+ SEATS)
SEATS RETENTION RATE
RENTAL REVENUE
(MULTI-CITY CLIENTS)
AVERAGE CLIENT TENURE
(FOR 300+ SEATS)
~88%
83%
~63%
85%+
~32%
50 months
FY19
FY25
39%
19%
Information technology, technology & software development
Engineering and manufacturing
Banking, financial services and insurance
Business consulting and professional services
Others
42.3%
25.2%
13.9%
8.9%
9.6%
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Corporate Overview
Statutory Reports
Financial Statements
Annual Report 2024-25
5. High Capital efficiency through Execution capabilities
Capital efficiency is another hallmark of our frugal &
stable business model. With only ~₹5,000 Mn of equity
raised till Mar’25, we have scaled to a footprint of 8.99
Mn. sq. ft., delivering normalised ROCE of 6.52% in FY25,
expected to rise significantly as utilisation improves and
margins broaden.
The industry-standard payback period for operators
typically ranges around 51-52 months from the fit-out
commencement and approx. 45-46 months from the start
of operations (CBRE Report). In contrast, as of March 31,
2025, Smartworks exhibit an average payback period of
Built India’s largest managed office
platform with just ~₹ 5,000 Mn of
equity raised till Mar’25 – A capital-
efficient model that scales.
just 30-32 months from the initial capital deployment
for fit-outs – a testament to our operational efficiency
and robust revenue generation.
6. Strong Normalised OCF/EBITDA ratio
Smartworks’ financial strength is anchored in its ability to
consistently convert earnings into cash flows. In FY25,
the Company generated normalised operating cash flow
of ₹ 2,435 Mn, reflecting a healthy cash conversion
cycle with Normalised OCF/EBITDA consistently greater
than 1x.
This is driven by our long-term, annuity-driven contracts
with enterprise clients, who account for ~88% of
revenues and retention rates of over 85%. Our negative
working capital structure–with receivable days as low
as less than seven days–further enhances cash flow
certainty, ensuring superior liquidity compared to
industry benchmarks.
Underpinned by predictable cash
flow from enterprises, Normalised
cash flows of ₹ 2,435 Mn and OCF/
EBITDA >1 in FY25
Smartworks is one of the most cash-accretive
platforms in the flexible workspace industry,
reinforcing its ability to self-fund growth while
maintaining financial stability.
7. Cost & Operational Leadership
We operate with frugality and economies of scale–
standardisation, modular design, and reusable
components ensure lower capital intensity and faster
payback across centres. Our focus on frugality and scale
efficiency has made us the lowest-cost operator, with
existing Opex of ~₹34-36 per sq. ft. per month and Capex
of ~₹1,350 per sq. ft., while still maintaining industry-
comparable EBITDA margins and offering lowest price
per seat.
Through these measures, Smartworks delivers not only
value-driven pricing for its enterprise clients but also
Industry Leading Cost Metrics with
existing Opex of ~₹34-36 per sq. ft. per
month and Capex of ~₹1,350 per sq. ft.
ensures efficient deployment of capital, creating
a robust structural advantage and reinforcing its
leadership as the most cost‑efficient Managed Office
Platform in India.
With our rapidly scalable model, operational strength, expanding margins and growing return on capital, Smartworks
has the potential to grow rapidly driven by consistent growth, market leadership, and innovation.
OPERATIONAL PARAMETERS
` in millions
Particulars
Unit
FY 2024-25
FY 2023-24
Cities
Numbers
15
13
Centres
Numbers
50
41
Operational Centres
Numbers
46
39
Super Built-Up Area
Mn. sq. ft.
8.99
8.00
Number of Capacity Seats in all Centres
Numbers
203,118
182,228
Number of Capacity Seats in Operational Centres
Numbers
183,613
163,022
Number of Occupied Seats in Operational Centres
Numbers
152,619
130,047
Occupancy rate in Operational Centres
%
83.12%
79.77%
Number of Clients
Numbers
738
603
Seats Retention Rate
%
86.83%
88.27%
Operational Highlights (as of March 31, 2025)
Super Built-Up Area (SBA): The company has expanded
its leased footprint from 8.00 Mn. sq. ft. as on March
31, 2024 to 8.99 Mn. sq. ft. as on March 31, 2025. This
expansion underscores Smartworks’ aggressive scaling
and deeper penetration into India’s flexible workspace
market.
Number of Centres: The portfolio of operational centres
has increased steadily, from 41 centres as on March 31,
2024 to 50 centres (includes SBA of 0.18 Mn. sq. ft. of one
Centre which was yet to be handed over by the Landlord
and SBA of 0.72 Mn. sq. ft. of three Fit-outs Centres) as on
March 31, 2025. This broadened footprint across multiple
cities enables us to serve a wider client base and diversify
geographic risk.
Number of Clients: As of March 31, 2025, we proudly
serve 738 clients, a testament to our growing reputation
and preferred status amongst Indian and multinational
corporations.
Operational Centres: We operate 46 fully operational
centres as of March 31, 2025, ensuring high service
availability and efficient management of its portfolio.
Capacity (Seats) in Operational Centres: Seating
capacity for clients has grown impressively from 163,022
seats in 2024 to 183,613 seats in 2025.
Occupied Seats: As of March 31 2025, 152,619 seats
were occupied within operational centres, which grew
from 130,047 seats in 2024, highlighting strong client
demand and effective tenant management.
Occupancy Rate: The operational centres maintain a
healthy occupancy rate of 83.12% as of March 31, 2025,
signalling high utilisation and balanced supply-demand
dynamics.
Seat Retention Rate: Demonstrating client loyalty and
satisfaction, the seat retention rate stood at a robust
86.83% in 2025, indicative of high client stickiness and
stable revenue streams.
FINANCIAL OVERVIEW
Profit and loss analysis
` in millions
Particulars
Unit
FY 2024-25
FY 2023-24
Total Income
₹
14,096.69
11,131.10
Total Income Growth (y-o-y)
%
26.64%
49.60%
Revenue from Operations
₹
13,740.56
10,393.64
Revenue from Operations Growth (y-o-y)
%
32.20%
46.10%
Reported EBITDA
₹
8,572.64
6,596.70
EBITDA Margin*
%
62.39%
63.47%
Normalised EBITDA
₹
1,722.30
1,060.37
Reported Loss before tax for the year
₹
(794.59)
(676.22)
Normalised profit/(loss) before tax for the year
₹
154.65
(341.25)
*EBITDA Margin = Reported EBITDA/Revenue from Operations
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Corporate Overview
Statutory Reports
Financial Statements
Annual Report 2024-25
Total Income
Our total income comprises revenue from operations
and other income. Total income increased by 26.64% to
₹ 14,096.69 million for FY 2024-25 from ₹ 11,131.10 million
for FY 2023-24. This increase was primarily due to an
increase in revenue from operations and was partially
offset by a decrease in other income.
Revenue from operations
Our revenue from operations increased by 32.20% to
₹ 13,740.56 million for FY 2024-25 from ₹ 10,393.64 million
for FY 2023-24. This increase was primarily due to an
increase in revenue from lease rentals. This increase
in revenue, driven by a 29.31% rise in lease rentals to
₹12,892.73 million in FY 2024-25 from ₹9,970.62 million
in FY 2023-24, was primarily attributable to:
Increase in Capacity Seats
Our SBA increased to 8.99 Mn. sq. ft. across 50 Centres
(includes SBA of 0.18 Mn. sq. ft. of one Centre which
was yet to be handed over by the Landlord and SBA of
0.72 million square feet of three Fit-outs Centres as of
March 31, 2025), as of March 31, 2025, from 8.00 Mn.
sq. ft. across 41 Centres as of March 31, 2024 (including
SBA of 0.18 Mn. sq. ft. in one Fit-outs Centre and SBA of
0.61 Mn. sq. ft. in one Centre yet to be handed over by the
Landlord). As a result, our Capacity Seats increased to
203,118 Seats, as of March 31, 2025, from 182,228 Seats,
as of March 31, 2024.
Increase in Occupancy Rate:
i.
Increase in Occupancy Rate to 83.12% in FY 2024-25
(excludes three Fit-outs Centre and one Centre yet
to be handed over) from 79.77% in FY 2023-24
(excludes one Fit-outs Centre and one Centre yet
to be handed over) across existing and new Clients,
resulting in increased total number of Occupied
Seats to 152,619 Seats as of March 31, 2025, from
130,047 Seats as of March 31, 2024.
ii.
Increase in our Seats Retained to 41,050 Seats
during FY 2024-25, from 28,336 Seats during
FY 2023-24.
iii.
Increase in Rental Revenue from Clients with
more than 300 Seats to ₹ 8,133.63 million during
FY 2024-25, a growth of 37.39% over FY 2023-24,
demonstrating continued success in catering to the
evolving needs of Enterprise Clients.
iv.
Increase in revenue contribution of Rental Revenue
of multi-city Clients by 35.20% to ₹ 4,090.42 million
for FY 2024-25 from ₹ 3,025.40 million for
FY 2023-24.
Our revenue from ancillary services also increased
by 16.40% to ₹ 488.79 million for FY 2024-25 from
₹ 419.92 million for FY 2023-24, primarily due to an
increase in Occupancy Rate at our Centres, resulting in
higher usage of ancillary services offered.
We have introduced design and fitout service as a new
revenue stream in FY 2024-25, leveraging our in-house
design team, design library and network of vendors.
Our revenue from design and fit-out service was
₹ 347.04 million during FY 2024-25.
We had introduced software fees services as a new
revenue stream in FY 2023-24, primarily due to the
increasing focus of our business on expertise in software
selection, implementation, and integration, driving
demand for advisory services. Our revenue from software
fees services increased to ₹ 12.00 million in FY 2024-25
from ₹ 3.10 million in FY 2023-24.
Other income
Our other income decreased by 51.71% to ₹ 356.13 million
for FY 2024-25 from ₹ 737.46 million for FY 2023-24,
primarily due to:
i.
Decrease in gain on lease termination/reassessment
by 100% to ₹ Nil for FY 2024-25 from ₹ 310.86 million
for FY 2023-24.
ii.
Decrease in interest income on bank deposits by
61.83% to ₹ 28.64 million for FY 2024-25 from
₹ 75.03 million for FY 2023-24.
Total Expenses
Our total expenses increased by 26.12% to ₹ 14,891.28
million in FY 2024-25 from ₹ 11,807.32 million in
FY 2023-24.
Operating expenses
Our operating expenses increased by 37.33% to
₹ 4,160.34 million for FY 2024-25 from ₹ 3,029.41 million
for FY 2023-24, primarily due to:
i.
Increase in electricity and water charges, which
increased by 26.73% to ₹ 1,191.32 million for
FY 2024-25 from ₹ 940.01 million for FY 2023-24
and an increase in housekeeping, security, support
service, plantation and pest control by 27.94% to
₹ 998.14 million for FY 2024-25 from ₹ 780.15 million in
FY 2023-24. This increase was primarily attributable
to an increase in the number of Operational Centres
and a higher Occupancy Rate, leading to a higher
utilisation of electricity.
ii.
Increase in building maintenance charges by
20.25% to ₹ 835.06 million for FY 2024-25 from
₹ 694.44 million for FY 2023-24. This increase was
primarily due to expansion of our operations in terms
of Centre SBA of 8.99 Mn. sq. ft. (including SBA of
0.18 Mn. sq. ft. of one Centre yet to be handed over
by the Landlord and SBA of 0.72 Mn. sq. ft. of three
Fit-outs Centres) as on March 31, 2025, from SBA of
8.00 Mn. sq. ft. as on March 31, 2024 (including SBA
of 0.61 Mn. sq. ft. of one Centre yet to be handed
over by the Landlord and SBA of 0.18 Mn. sq. ft. of
one Fit-outs Centre);
iii. Increase in our commission and brokerage expenses
by 16.85% to ₹ 407.31 million for FY 2024-25 from
₹ 348.59 million for FY 2023-24. This increase was
primarily on account of an increase in the number
of Clients to 738 as on March 31, 2025, from 603 as
on March 31, 2024. We have been able to maintain
commission and brokerage expenses under 4.00%
of revenue from lease rentals during FY 2023-24
and FY 2024-25.
iv. Subcontracting costs amounted to ₹ 283.55 million
for FY 2024-25. This expense was primarily
attributable to the new revenue stream from design
and fit-out services introduced during FY 2024-25.
Employee benefit expenses
Our employee benefits expenses increased by 31.77%
to ₹ 653.69 million for FY 2024-25 from ₹ 496.08 million
for FY 2023-24, primarily due to increase in salaries and
wages by 23.83% to ₹ 557.27 million for FY 2024-25 from
₹ 450.02 million for FY 2023-24 which was primarily
attributable to an increase in the number of employees
to 794 as on March 31, 2025, from 651 as on March 31,
2024.
Finance costs
Our finance costs increased by 2.44% to ₹ 3,363.38
million for FY 2024-25 from ₹ 3,283.18 million for
FY 2023-24, primarily due to:
i.
Increase in the interest expense on lease liabilities
by 11.71% to ₹ 2,790.52 million for FY 2024-25 from
₹ 2,498.10 million for FY 2023-24. This increase was
primarily attributable to increase in SBA to 8.99 Mn.
sq. ft. as of March 31, 2025 (including SBA of 0.18
Mn. sq. ft. of one Centre yet to be handed over by
the Landlord and SBA of 0.72 Mn. sq. ft. of three Fit-
outs Centres) from 8.00 Mn. sq. ft. as of March 31,
2024 (including SBA of 0.61 Mn. sq. ft. of one Centre
yet to be handed over by the Landlord and SBA of
0.18 Mn. sq. ft. of one Fit-outs Centres).
ii.
Decrease in the interest on borrowings by
26.19% to ₹ 395.93 million for FY 2024-25 from
₹ 536.43 million for FY 2023-24. This decrease
was primarily attributable to a decrease in net
debt to ₹ 2,992.51 million for FY 2024-25 from
₹ 3,270.59 million for FY 2023-24.
Depreciation and amortisation expense
Our depreciation and amortisation expense increased
by 34.54% to ₹ 6,359.98 million for FY 2024-25 from
₹ 4,727.20 million for FY 2023-24, primarily due to:
i.
Increase in depreciation of property, plant, and
equipment by 18.43% to ₹ 1,801.73 million for
FY 2024-25 from ₹ 1,521.32 million for FY 2023-24.
This increase was due to an increase in property,
plant and equipment to ₹ 11,379.92 million as on
March 31, 2025 from ₹ 9,638.61 million as on
March 31, 2024; and
ii.
Increase in the depreciation of right-of-use assets
by 42.08% to ₹ 4,526.83 million for FY 2024-25 from
₹ 3,186.14 million for FY 2023-24. This increase was
due to additions in right-of-use assets amounting
to ₹ 7,761.30 million for FY 2024-25. The increase
in right-of-use assets and increase in property,
plant and equipment were primarily attributable to
expansion of our Centres and our SBA.
Other expenses
Our other expenses increased by 30.37% to
₹ 353.89 million for FY 2024-25 from ₹ 271.45 million for
FY 2023-24, primarily due to an increase in Provision for
customer claims to ₹ 33.22 million during FY 2024-25
which was Nil in FY 2023-24 and increase in Information
Technology expenses to ₹ 54.00 million during
FY 2024-25 from ₹ 27.80 million during FY 2023-24.
EBITDA and Margins
EBITDA increased to ₹8,572.64 million in FY 2024-25,
against ₹6,596.70 million in FY 2023-24.
EBITDA margin remained resilient at 62.39% in
FY 2024-25, compared to 63.47% in FY 2023-24,
underscoring operational efficiency and effective cost
controls despite expansionary spends.
This margin stability validates the scalability of the
company’s operating model and its ability to manage
input costs relative to revenue growth.
Smartworks Coworking Spaces Limited
Smartworks Coworking Spaces Limited
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Corporate Overview
Statutory Reports
Financial Statements
Annual Report 2024-25
Normalised EBITDA
Particulars
Unit
FY 2024-25
FY 2023-24
Reported EBITDA
₹
8,572.64
6,596.70
Less: Repayment of lease liabilities
₹
6,850.34
5,536.33
Normalised EBITDA (A)
₹
1,722.30
1,060.37
Revenue from Operations (B)
₹
13,740.56
10,393.64
Normalised EBITDA Margin (C=A/B)
%
12.53%
10.20%
Normalised EBITDA
In FY 2024-25, while Reported EBITDA rose 29.95% to ₹8,572.64 million, after adjusting for lease liability repayments,
the Normalised EBITDA grew by 62.42% to ₹1,722.30 million, compared to ₹1,060.37 million in FY 2023-24, driven by
strong revenue growth, higher occupancy, and improved operating leverage. Normalised EBITDA Margin strengthened to
12.53% from 10.20% in the previous year.
Normalised Profit/ (Loss) before tax for the year
Particulars
Unit
FY 2024-25
FY 2023-24
Normalised EBITDA
₹
1,722.30
1,060.37
Less: Depreciation on fit-out
₹
1,270.18
1,002.70
Normalised Earnings before Interest and Tax (EBIT)
₹
452.12
57.67
Less: Finance cost on borrowings
₹
397.74
538.88
Add: Other Income
₹
100.27
139.96
Normalised Profit/ (Loss) before tax for the year
₹
154.65
(341.25)
Normalised Profit Before Tax Margin
%
1.13%
(3.28)%
Smartworks delivered a strong turnaround, with Normalised Profit Before Tax rising by ₹ 495.90 million to ₹ 154.65
million, compared to a loss of ₹ 341.25 million in FY 2023-24. This improved profit before tax margin from -3.28% to
1.13%. This performance was reinforced by a ₹ 661.93 million increase in Normalised EBITDA, supported by robust
revenue growth, higher occupancy levels, and improved operating efficiencies.
Reported Loss before tax for the year
For the reasons discussed above, since our total income was ₹ 14,096.69 million and ₹ 11,131.10 million, and our total
expenses were ₹ 14,891.28 million and ₹ 11,807.32 million for FY 2024-25 and FY 2023-24, respectively, the reported
loss before tax for the year increased by 17.50% to ₹ 794.59 million for FY 2024-25 from Rs. 676.22 million for FY 2023-
24. The higher reported loss in FY 2024-25 was largely attributable to the increased impact of Ind AS 116, under which
lease-related expenses are recognised as interest and depreciation, leading to higher charges in the initial years.
Despite this, our net profit ratio improved marginally to (4.60)% in FY 2024-25 from (4.81)% in FY 2023-24.
Balance sheet analysis FY 2024-25
Particulars
Unit
As on
March 31, 2025
As on
March 31, 2024
Total Assets
₹
46,508.54
41,470.84
Total Equity
₹
1,078.81
500.07
Normalised Equity
₹
3,936.59
2,421.07
Capital Employed
₹
4,071.32
3,770.66
Normalised Capital Employed
₹
6,929.10
5,691.66
Normalised Return on Capital Employed
%
6.52%
1.01%
Total Borrowings
₹
3,977.70
4,273.50
Net Debt
₹
2,992.51
3,270.59
Normalised Gross Block of Property, Plant and Equipment
₹
12,074.85
9,209.00
Normalised Net Block of Property, Plant and Equipment
₹
8,566.74
6,883.57
Total Assets
Total assets increased from ₹41,470.84 million in
FY 2023-24 to ₹46,508.54 million in FY 2024-25. This
growth was mainly driven by significant increase in
property, plant and equipment, right-of-use assets, and
security deposits paid to landlords reflecting ongoing
capital investments and capacity expansion.
Property, plant and equipment rose by ₹1,741.31 million
from ₹9,638.61 million as on March 31, 2024 to ₹11,379.92
million as at March 31, 2025, reflecting ongoing capital
investments and capacity expansion, right-of-use assets
increased by ₹1,879.26 million rising from ₹24,402.60
million as at March 31, 2024 to ₹26,281.86 million as
at March 31, 2025, indicating additions and renewal of
leases during the year. Trade receivables increased from
₹140.92 million as at March 31, 2024 to ₹255.31 million as
at March 31, 2025.
This substantial asset growth underscores the company’s
prudent investment strategies and solid financial
foundation, equipping it to capitalise on future growth
opportunities and drive operational excellence.
Total Equity
Total Equity increased to ₹1,078.81 million as of March 31,
2025, from ₹500.07 million in the previous year, reflecting
the Company’s efforts to strengthen its capital base
through fresh equity issuance, which has been partially
set off by an increase in reported losses largely due to
the accounting impact of Ind AS 116.
Normalised Equity
` in millions
Particulars
As on
March 31,
2025
As on
March 31,
2024
Reported Equity
1,078.81
500.07
Add: Ind AS adjustments
2,857.78
1,921.00
Normalised Equity
3,936.59
2,421.07
Normalised Equity increased to ₹3,936.59 million as of
March 31, 2025, from ₹2,421.07 million as of March 31,
2024, reflecting the Company’s efforts to strengthen
its capital base through fresh equity issuance and
normalised profit after tax for the year, after adjusting for
Ind AS accounting impacts.
Normalised Capital Employed
` in millions
Particulars
As on
March 31,
2025
As on
March 31,
2024
Reported Capital Employed
4,071.32
3,770.66
Add: Ind AS adjustments
2,857.78
1,921.00
Normalised Capital Employed
6,929.10
5,691.66
Normalised Capital Employed rose to ₹6,929.10 million as
of March 31, 2025, from ₹5,691.66 million as of March 31,
2024, reflecting the Company’s initiatives to strengthen
its capital base through fresh equity issuance.
Return on Capital Employed (ROCE)
` in millions
Particulars
As on
March 31,
2025
As on
March 31,
2024
Normalised EBIT (A)
452.12
57.67
Normalised Capital
Employed (B)
6,929.10
5,691.66
Normalised ROCE (A/B)
6.52%
1.01%
Return on Capital Employed increased to 6.52% as of
March 31, 2025, from 1.01% as of March 31, 2024, driven
by robust growth in Normalised EBIT, underpinned by
strong revenue growth, higher occupancy, and improved
operating efficiencies.
Borrowings
As of March 31, 2025, the company’s total borrowings
stood at ₹3,977.70 million, compared to ₹4,273.50 million
as at March 31, 2024, reflecting a decrease over the
year. Non-current borrowings decreased from ₹2,397.48
million in FY 2023-24 to ₹2,160.26 million in FY 2024-25.
On the current borrowings front, there was a marginal
decline from ₹1,876.02 million in FY 2023-24 to ₹1,817.44
million in FY 2024-25. This is primarily due to repayment
of borrowings partially set off by availing of new term
loans from banks and financial institutions.
Normalised Gross Block of Property, Plant and
Equipment
Particulars
Unit
As on
March 31,
2025
As on
March 31,
2024
Reported Gross Block
₹
16,490.09
12,986.91
Less: Fitout cost
capitalised
₹
-4,373.24
-3,974.39
(Less) / Add: Other Ind
AS adjustments
₹
-42.00
196.48
Normalised Gross Block
of Property, Plant and
Equipment
₹
12,074.85
9,209.00
The normalised gross block of property, plant and
equipment registered a robust growth of 31.12% in
FY 2024-25, rising from ₹9,209.00 million in FY 2023-24
to ₹12,074.85 million in FY 2024-25, reflecting a year-
over-year increase of ₹2,865.85 million.
The reported gross block expanded from ₹12,986.91 million
in FY 2023-24 to ₹16,490.09 million in FY 2024-25, an
increment of ₹3,503.18 million. The fitout cost capitalised
Smartworks Coworking Spaces Limited
Smartworks Coworking Spaces Limited
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Corporate Overview
Statutory Reports
Financial Statements
Annual Report 2024-25
showed a growth of 10.04%, with the value increasing
from ₹3,974.39 million in FY 2023-24 to ₹4,373.24 million
in FY 2024-25. The increase in gross block was primarily
driven by ongoing capital investments and capacity
expansion.
Normalised Net Block
Particulars
Unit
As on
March 31,
2025
As on
March 31,
2024
Normalised Gross Block
₹
12,074.85
9,209.00
Normalised Accumulated
Depreciation
₹
3,508.11
2,325.43
Normalised Net Block
₹
8,566.74
6,883.57
The Normalised net block experienced a considerable
increase of ₹ 1,683.17 million, rising from ₹ 6,883.57
million in FY 2023-24 to ₹ 8,566.74 million in FY 2024-25,
representing a healthy growth of approx. 24.45% year-
over-year.
CASH FLOW ANALYSIS
Cashflows
The following table sets forth our cash flows and cash
and cash equivalents for the Fiscals indicated:
Particulars
Fiscals
2025
2024
Net cash generated from
operating activities
9,285.16
7,433.00
Net cash used in investing
activities
(2,760.77)
(1,921.59)
Net cash used in financing
activities
(6,377.07)
(5,771.80)
Net increase / (decrease) in
cash and cash equivalents
147.32
(260.39)
Cash and cash equivalents at
the beginning of the year
(36.75)
223.64
Cash and cash equivalents at
the end of the year
110.57
(36.75)
Operating Activities
Net cash generated from operating activities aggregated
to ₹ 9,285.16 million for FY25 while our operating cash
flow before working capital changes was ₹ 8,634.70
million. Our restated loss before tax of ₹ 794.59 million
for FY25, was primarily adjusted for depreciation and
amortisation expenses of ₹ 6,359.98 million and finance
cost of ₹ 3,363.38 million. Our changes in working
capital for FY25 primarily due to an increase in other
financial and non-financial liabilities to ₹ 1,051.09 million
and increase in other financial and non-financial assets
to ₹ 549.40 million and increase in trade receivables to
₹ 113.29 million.
Investing activities
Net cash used in investing activities aggregated to
₹ 2,760.77 million for FY25 primarily due to ₹ 2,910.44
million used for purchase of property, plant, and
equipment, intangible assets and capital work-in-
progress, ₹ 1,615.01 million used for investments in mutual
funds, ₹ 1,648.93 million generated from sale of mutual
fund units and ₹ 98.34 million generated from bank
deposits not considered as cash and cash equivalents.
Financing activities
Net cash used in financing activities aggregated to
₹ 6,377.07 million for FY25 and primarily included
proceeds from long-term borrowings of ₹ 1,158.71
million and proceeds from issue of equity shares and
share warrants of ₹ 1,165.50 million and proceeds from
issue of cumulative convertible preference shares of
₹ 2.88 million, this was significantly offset by payment of
principal portion of lease liabilities of ₹ 4,059.83 million,
repayment of long-term borrowings of ₹ 1,465.12 million,
interest paid on lease liability of ₹ 2,790.51 million and
interest paid on borrowings of ₹ 416.98 million.
Normalised Operating Cashflows
` in millions
Particulars
FY 2024-25 FY 2023-24
Cash flow from
Operations
9,285.16
7,433.00
Less: Interest paid on
lease liabilities
2,790.51
2,498.10
Less: Payment of Principal
portion of lease liabilities
4,059.83
3,038.23
Normalised Operating
Cash Flow (OCF)
2,434.82
1,896.67
Our normalised Operating cashflows has increased to
₹ 2,434.82 million in FY 2024-25 from ₹ 1,896.67 million
in FY 2023-24, reflecting a robust annual growth of
approx. 28.37%.
Our Operating Cashflow (OCF) is the Key Strength of our
Business. As our EBITDA grows, our cash flows–which
is the funds available for reinvestment and growth–have
also increased significantly. The normalised cash flow
from operations for FY 2024-25 is ₹ 2,434.82 million.
This highlights our strong and sustainable cash flow
generation. This is driven by our long-term, annuity-
driven contracts with enterprise clients, which accounts
for 88.49% of rental revenue and seats retention rates
of 86.83%. Our negative working capital structure – with
receivable days as low as less than seven days–further
enhances cash flow certainty, ensuring superior liquidity
compared to industry benchmarks.
Smartworks is one of the most cash-accretive platforms
in the flexible workspace industry, reinforcing its ability
to self-fund growth while maintaining financial stability.
KEY FINANCIAL RATIOS
` in millions
Ratios
As on
March 31,
2025
As on
March 31,
2024
Net Debt to Normalised Equity
0.76
1.35
Total Borrowings to Normalised
Equity
1.01
1.77
Net Debt to Normalised Equity
The net debt to normalised equity ratio has substantially
improved from 1.35 in FY 2023-24 reflecting a reduction
in net debt from ₹3,270.59 million in FY 2023-24 to 0.76
in FY 2024-25 to ₹2,992.51 million in FY 2024-25 and
a rise in normalised equity by ₹1,515.53 million from
₹2,421.07 million in FY 2023-24 to ₹3,936.59 million in
FY 2024-25. This indicates more balanced leverage for
the company.
Total Borrowings to Normalised Equity
Total Borrowings to Normalised Equity ratio fell from
1.77 as on March 31, 2024 to 1.01 as on March 31, 2025.
This was driven by a reduction in total Borrowings from
₹4,273.50 million as on March 31, 2024 to ₹3,977.70
million as on March 31, 2025 and the substantial increase
in Normalised Equity, enhancing the company’s overall
financial stability and creditworthiness.
STRATEGIC GROWTH OUTLOOK/FUTURE PLANS
From Category Creator to Market Leader
At Smartworks, our story is deeply intertwined with the optimism and resilience of the new India. As we reflect on our
journey and look forward with the spirit of purposeful innovation, driven by frugality and a commitment to creating
impact at scale.
We see India playing a pivotal role as the “Office to the World”. The country’s talent pool, entrepreneurial drive, and
digital-first approach are attracting global organisations to its shores. As these enterprises look to India for scale,
innovation, and agility, Smartworks is ready to welcome them–providing workspaces that reflect India’s ingenuity and
hospitality, powered by cost-effective, tech-forward solutions.
Smartworks is committed to accelerating its market leadership through a multi-faceted growth strategy that prioritises
expansion, operational excellence, innovation, and sustainability. Our strategic initiatives for the future include:
Growth Strategy fuelling our Market Leadership
Supply Expansion
• As new centres
mature over FY26
occupied utilisation
will rise
• Visibility of additional
approx. 2 Mn. sq. ft.
coming up in
following quarters
Value-Added
Services
• VAS - Value-added
services like cafes,
meeting rooms,
parking, gyms –
continue to expand
Operational Leverage
driving margin
expansion
• Operating leverage
in Corporate and
SG&A including cost
of acquisition driven
by scale quarters
Post IPO Impact
• Brand value has
grown significantly
with more visibility,
transparency,
and the backing
of thousands of
investors
• Post IPO - company
is net debt negative
Smartworks Coworking Spaces Limited
Smartworks Coworking Spaces Limited
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Corporate Overview
Statutory Reports
Financial Statements
Annual Report 2024-25
RISK MANAGEMENT:
The Company’s risk management philosophy is to
proactively identify, assess, and mitigate potential risks
to ensure the long-term sustainability and stability of its
business model. Smartworks promotes a culture of risk
awareness across all levels of the organisation, and its
framework is designed to balance risk and opportunity
effectively. The Board of Directors has constituted a Risk
Management Committee (RMC), which is responsible for
overseeing the Company’s risk management framework.
The RMC operates in accordance with the provisions of
the SEBI Listing Regulations.
The primary functions of the Risk Management Committee
include:
Formulating and Reviewing Policy: The committee
is tasked with formulating and periodically reviewing a
detailed risk management policy. This policy provides
a comprehensive framework for the identification of
internal and external risks, including financial, operational,
sectoral, and sustainability (ESG) risks. It also outlines
measures for risk mitigation, such as internal control
systems and a business continuity plan.
Oversight and Monitoring: The committee monitors and
oversees the implementation of the risk management
policy, evaluating the adequacy of existing systems
and processes. It reviews and recommends potential
risks associated with new business plans and provides
guidance on major decisions that could affect the
company’s risk profile.
Board Reporting: The committee ensures that the
Board of Directors is kept informed about the nature of
its discussions, recommendations, and actions taken,
thereby assisting the Board in its overall governance
responsibilities. The company’s risk management
approach is designed to be dynamic and responsive to
changing industry dynamics and evolving complexities.
The committee meets at least twice a year to ensure
a continuous review of the risk landscape and the
effectiveness of the Company’s mitigation strategies.
By maintaining this structured and proactive approach,
the Company aims to protect its financial stability and
operational resilience, while continuing to pursue
strategic growth opportunities.
HUMAN RESOURCES
At Smartworks, our people remain the foundation of our
success. With a workforce of 794 full-time employees as
on March 31, 2025, we strengthened our culture through
capability building, fast-track career opportunities, and
innovative HR practices aligned to our long-term vision.
This year, we invested in targeted trainings and launched
Ascent, a leadership development program to groom
future leaders. To enhance employee experience, we
introduced feedback sessions, and recognition initiatives
that shaped people-centric policies. Our commitment
to inclusion and wellness continued to ensure a safe,
supportive, and diverse workplace where employees can
thrive.
CAUTIONARY STATEMENT
The Management Discussion and Analysis may
incorporate certain statements deemed forward-looking.
These statements are inherently subject to various
risks and uncertainties. Actual results could materially
deviate from those expressed, as significant factors such
as government policies, local political and economic
developments, industrial relations, and risks inherent to
the Company’s growth may influence operations.
Market data and product analysis presented herein
are derived from internal Company reports, alongside
industry and research publications. However, their
accuracy and completeness cannot be guaranteed, nor
can their absolute reliability be assured.
Dear Members
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:
(Amount in Millions)
PARTICULARS
STANDALONE
CONSOLIDATED
YEAR ENDING
AS ON
31.03.2025
YEAR ENDING
AS ON
31.03.2024
YEAR ENDING
AS ON
31.03.2025
YEAR ENDING
AS ON
31.03.2024
REVENUE FROM OPERATIONS
13,398.72
10,378.72
13,740.56
10,393.64
OPERATING & ADMINISTRATION EXPENDITURE
5,055.34
3,773.58
5,167.92
3,796.94
EBITDA
8,343.38
6,605.14
8,572.64
6,596.70
LESS: FINANCE COSTS
3,339.82
3,283.18
3,363.38
3,283.18
LESS: DEPRECIATION AND AMORTIZATION
EXPENSES
6,152.89
4,709.97
6,359.98
4,727.20
ADD: OTHER INCOME
373.80
752.60
356.13
737.46
PROFIT/(LOSS) BEFORE TAX
(775.53)
(635.41)
(794.59)
(676.22)
LESS: CURRENT TAX
-
-
0.96
-
LESS: DEFERRED TAX
(158.16)
(165.17)
(163.76)
(176.65)
PROFIT/(LOSS) AFTER TAX
(617.37)
(470.24)
(631.79)
(499.57)
OTHER COMPREHENSIVE INCOME/(LOSS) FOR
THE YEAR (NET OF TAX)
(0.14)
1.39
3.33
1.24
TOTAL COMPREHENSIVE LOSS FOR THE YEAR
(617.51)
(468.85)
(628.46)
(498.33)
BALANCE BROUGHT FORWARD
(3,311.88)
(2,843.03)
(3,355.69)
(2,857.36)
BALANCE CARRIED FORWARD
(3,929.39)
(3,311.88)
(3,984.15)
(3,355.69)
BOARDS’ REPORT
Smartworks Coworking Spaces Limited
69
Corporate Overview
Statutory Reports
Financial Statements
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
Hundred and Fifty Nine Only) per share,
aggregating to ` 99,97,52,219/- (Indian
Rupees Ninety Nine Crores Ninety Seven
Lakhs Fifty Two Thousand Two Hundred
and Nineteen only) by the way of Private
Placement on a preferential basis, vide
resolution by circulation passed by the
Board on June 07, 2024;
3.
8,50,000 Equity Shares of Face Value
of ` 10/- (Indian Rupees Ten Only) each
at a premium of ` 250/- (Indian Rupees
Two Hundred and Fifty Only) per share,
aggregating to ` 22,10,00,000 (Indian
Rupees Twenty Two Crores and Ten Lakhs
only) on Exercise of 8,50,000 Convertible
Share
Warrants,
vide
resolution
by
circulation passed by the Board on August
03, 2024; and
4.
1,96,10,398 Equity Shares of Face Value
of ` 10 (Indian Rupees Ten Only) each
pursuant to conversion of Cumulative
Convertible Preference Shares at an
average cost of acquisition of ` 107.25/-
(Indian Rupees One Hundred Seven
Rupees and Twenty-Five Paise only) in
the conversion ratio of 1:1, vide resolution
by circulation passed by the Board on
December 31, 2024.
II.
Further, during the Financial Year ended March 31, 2025, below shares were transferred: -
Date of
transfer
of Equity
Shares
Number
of Equity
Shares
transferred
Details of
transferor(s)
Details of transferee(s)
Face value
per Equity
Share (`)
Transfer price
per Equity
Share (`)
September
10, 2024
965,000 NS Niketan LLP
Jagdish Naresh Master
10.00
430.00
197,791 SNS Infrarealty
LLP
Jagdish Naresh Master
10.00
430.00
697,674
Pivotal Enterprises Private
Limited
10.00
430.00
581,396
Ananta Capital Ventures Fund 1
10.00
430.00
September
20, 2024
444,444 SNS Infrarealty
LLP
Ananta Capital Ventures Fund 1
10.00
450.00
288,889
Bharat Jaisinghani
10.00
450.00
222,222
Reina R Jaisinghani
10.00
450.00
88,889
Nikhil Ramesh Jaisinghani
10.00
450.00
88,889
Neeta Umesh Dharnidharka
10.00
450.00
88,889
Girdhari Thakurdas Jaisinghani
10.00
450.00
11,111
Ghanshyam Soni
10.00
450.00
11,111
Usha Agarwal
10.00
450.00
11,111
Rajnish Inderlal Sharma
10.00
450.00
407,811
Tusk Investments Limited
10.00
450.00
2.
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.
3.
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.
5.
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
Smartworks Coworking Spaces Limited
Smartworks Coworking Spaces Limited
70
71
Corporate Overview
Statutory Reports
Financial Statements
Annual Report 2024-25
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
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
I.
INITIAL PUBLIC OFFER & CONSEQUENT
LISTING OF SHARES ON NATIONAL STOCK
EXCHANGE OF INDIA LIMITED (“NSE”) AND
BSE LIMITED (“BSE”)
The equity shares of the Company got listed on
Stock Exchanges with effect from 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
Date of
transfer
of Equity
Shares
Number
of Equity
Shares
transferred
Details of
transferor(s)
Details of transferee(s)
Face value
per Equity
Share (`)
Transfer price
per Equity
Share (`)
September
21, 2024
11,111 SNS Infrarealty
LLP
Madhu Wadhwa
10.00
450.00
11,111
Sharad Jayprakash Taparia
10.00
450.00
November
5, 2024
1,87,778 Bharat
Jaisinghani
Ajay T Jaisinghani
10.00
450.00
Smartworks Coworking Spaces Limited
Smartworks Coworking Spaces Limited
72
73
Corporate Overview
Statutory Reports
Financial Statements
Annual Report 2024-25
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.
19. 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.
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/.
Smartworks Coworking Spaces Limited
Smartworks Coworking Spaces Limited
74
75
Corporate Overview
Statutory Reports
Financial Statements
Annual Report 2024-25
28. DIRECTORS AND KEY MANAGERIAL PERSONNEL OF THE COMPANY
I.
The present composition of the Board of the Company is as under:
Name of the Director
DIN
Designation
Mr. Neetish Sarda
07262894
Managing Director
Mr. Harsh Binani
07717396
Whole Time Director
Mr. Atul Gautam
10641036
Chairman and Non-Executive Director
Mr. Virusangulam Kumarasamy Subburaj
02402775
Independent Director
Mr. Rajeev Rishi
03557148
Independent Director
Mrs. Pushpa Mishra
07898390
Independent Director
Mr. Ho Kiam Kheong
08661195
Non-Executive Director
The Company has eminent individuals from diverse fields as Directors on its Board, who bring in the required skill,
integrity, competence, expertise and experience that is required for making effective contribution to the Board.
The Board comprised of Seven (7) Directors with an appropriate mix of Non-Executive Directors, Executive
Directors and Independent Directors.
II.
As on March 31, 2025, Mrs. Punam Dargar is the Company Secretary and Compliance Officer and Mr. Sahil Jain
is the Chief Financial Officer of the Company.
III. During the financial year 2024-25, there was following changes in the composition of the Board:
Sr.
No
Name
Designation
Appointment/
Resignation/
Change in designation
With Effect From
1.
Mr. Atul Gautam
(DIN: 10641036)
Additional Non-
Executive Director
Appointment
June 21, 2024
2.
Mrs. Ramya Hariharan
(DIN: 06928511)
Independent Director
Appointment
June 28, 2024
3.
Mr. Atul Gautam
(DIN: 10641036)
Director
Change in Designation as
Non-Executive Director
June 28, 2024
4.
Mr. Virusangulam Kumarasamy
Subburaj (DIN: 02402775)
Additional Independent
Director
Appointment
July 16, 2024
5.
Mr. Rajeev Rishi
(DIN: 03557148)
Additional Independent
Director
Appointment
July 16, 2024
6.
Mr. Ho Kiam Kheong
(DIN: 08661195) ^
Nominee Director
Appointment
July 16, 2024
7.
Mrs. Ramya Hariharan
(DIN: 06928511)
Independent Director
Cessation
July 18, 2024
8.
Mrs. Pushpa Mishra
(DIN: 07898390)
Independent Director
Appointment
August 03, 2024
9.
Mr. Virusangulam Kumarasamy
Subburaj (DIN: 02402775)
Independent Director
Change in Designation
August 03, 2024
10.
Mr. Rajeev Rishi (DIN: 03557148)
Independent Director
Change in Designation
August 03, 2024
^ Nominee of Space Solutions India Pte. Ltd. (formerly Lisbrine Pte Limited)
IV. Pursuant to the provisions of Section 152 of the Act, Mr. Harsh Binani (DIN No. 07717396) is due to retire by
rotation at the ensuing 10th Annual General Meeting and being eligible, offer themselves for re-appointment.
The Board of Directors recommends his re-appointment to the Shareholders.
V.
In accordance with the provisions of the Companies Act, 2013 (“the Act”) and the Articles of Association of the
Company, Mr. Neetish Sarda, Managing Director of the Company, whose current term is valid up to March 07,
2026, is proposed to be re-appointed for a further period of five (5) years, with effect from March 08, 2026, up
to March 07, 2031.
The Internal Audit report does not contain any
qualification, reservation, adverse remark or disclaimer.
21. 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.
22. 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/
25. 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.
26. 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.
Smartworks Coworking Spaces Limited
Smartworks Coworking Spaces Limited
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Statutory Reports
Financial Statements
Annual Report 2024-25
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)
in 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).
34. 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/
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, EXPERTISE AND EXPERIENCE
(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.
Smartworks Coworking Spaces Limited
Smartworks Coworking Spaces Limited
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Corporate Overview
Statutory Reports
Financial Statements
Annual Report 2024-25
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
43. 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.
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.
36. 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 investor_relations@sworks.co.in and the same will be
furnished to the members.
37. 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.
39. 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.
41. 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.
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Statutory Reports
Financial Statements
Annual Report 2024-25
Annexure I
COMPLIANCE CERTIFICATE REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE
GOVERNANCE FOR THE FINANCIAL YEAR ENDED ON 31ST MARCH, 2025
[As prescribed under the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015]
To,
Smartworks Coworking Spaces Ltd.
Unit No. 305-310, Plot No. 9,10 & 11,
Vardhman Trade Centre, Nehru Place,
New Delhi-110019
1.
I have examined the compliance of conditions of Corporate Governance by Smartworks Coworking Spaces
Limited (hereinafter referred to as ‘the Company’) (CIN: L74900DL2015PLC310656), for the year ended on March
31, 2025.
The Shares of the Company has been listed on17th July, 2025. As the Company was an un-listed Company during
the year ended 31st March, 2025, the Company was not required to comply with the norms of the Corporate
Governance. However, as a good Corporate Governance, the Company has prepared Corporate Governance
Report for the year ended 31st March, 2025 as stipulated in Regulations 17 and 27 and clauses (b) to (i) of
Regulation 46(2) and paras C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 as amended by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018
(hereinafter referred to as ‘Listing Regulations’).
2.
In my opinion and to the best of my information and according to the explanations given to me and the management
representations letter of even date, I certify that the Company has complied with the conditions of Corporate
Governance as stipulated in Regulation 17 and 27 and clauses (b) to (i) of Regulation 46(2) and paras C, D and E
of Schedule V of the Listing Regulations, during the year ended on March 31, 2025.
3.
The compliance of conditions of Corporate Governance is the responsibility of the management. My examination
has been limited to a review of the procedures and implementation thereof adopted by the Company for ensuring
compliance with the conditions of the certificate of Corporate Governance as stipulated in the said clause. It is
neither an audit nor an expression of opinion on the financial statements of the Company.
4.
I further state that such compliance is neither an assurance as to the future viability of the Company nor of the
efficiency or effectiveness with which the management has conducted the affairs of the Company.
Place: Kolkata
Dated: 1st September 2025
BABU LAL PATNI
FCS No : 2304
C.P.No. : 1321
UDIN : F002304G001108464
P.R. No. : 1455/2021
For and on behalf of the Board of Directors
For Smartworks Coworking Spaces Limited
Neetish Sarda
Managing Director
DIN: 07262894
Date: 1st September 2025
Place: Delhi
Harsh Binani
Whole Time Director
DIN: 07717396
Date: 1st September 2025
Place: Gurugram
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
Smartworks Coworking Spaces Limited
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Statutory Reports
Financial Statements
Annual Report 2024-25
ii)
Method used to account for ESOP - Intrinsic or fair value.
The Company has account for ESOP basis fair value of options. For further details, refer to note no. 43 of the
notes to accounts forming part of Standalone Financial Statements for FY 2024-25.
iii) Where the company opts for expensing of the options using the intrinsic value of the options, the
difference between the employee compensation cost so computed and the employee compensation
cost that shall have been recognized if it had used the fair value of the options shall be disclosed. The
impact of this difference on profits and on EPS of the company shall also be disclosed.
Not applicable
iv) Option movement during the year:
Particulars
Details
Number of options outstanding at the beginning of the period
Nil
Number of options granted during the year
3,17,500
Number of options forfeited / lapsed during the year
16,000
Number of options vested during the year
Nil
Number of options exercised during the year
Nil
Number of shares arising as a result of exercise of options
Nil
Money realized by exercise of options (`), if scheme is implemented directly by the
company
Not applicable
Loan repaid by the Trust during the year from exercise price received
Not applicable
Number of options outstanding at the end of the year
3,01,500
Number of options exercisable at the end of the year
Nil
v)
Weighted-average exercise prices and weighted-average fair values of options shall be disclosed
separately for options whose exercise price either equals or exceeds or is less than the market price of
the stock.
Refer note no. 43 to notes to accounts forming part of the Standalone Financial Statements FY 2024-25.
vi) Employee wise details (name of employee, designation, number of options granted during the year,
exercise price) of options granted to –
a.
Key Managerial Personal and Senior managerial personnel as defined under Regulation 16(d) of
the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015;
Employee Name
No. of Options
Sahil Jain
35,000
Punam Dargar
10,000
Pratik Ravindra Agarwal
65,000
Prashant Hakim
35,000
Anirudh Tapuriah
30,000
Kalpana Devnani
3,500
b.
Any other employee who receives a grant in any one year of option amounting to 5% or more of
option granted during that year
Nil
c.
Identified employees who were granted option, during any one year, equal to or exceeding 1% of
the issued capital (excluding outstanding warrants and conversions) of the company at the time of
grant.
Nil
Annexure II
DISCLOSURES ON EMPLOYEE STOCK OPTION SCHEME
FOR THE YEAR ENDED MARCH 31, 2025
(Pursuant to sub rule (9) of Rule 12 of the Companies (Share Capital & Debentures) Rules, 2014 and Regulation 14 of
the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021)
The Company has an active ESOP Scheme Employee Stock Option Plan 2022 (“ESOP 2022”) that has been laid down
in accordance with the terms of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 and a certificate to this effect from Secretarial Auditors of the Company, M/s. Babu Lal Patni
& Associates, for the Financial Year 2024-25, shall be placed at the ensuing Annual General Meeting.
ESOP 2022 provides for the grant of Stock options convertible into equal number of equity shares of the company to
the eligible employees of the company, subsidiary companies, in accordance with members approval accorded at the
Extra-ordinary General Meeting dated February 24, 2023 and 09th Annual General Meeting dated August 03, 2024
respectively. Pursuant to the said ESOP Plans, stock options have been granted to the employees of the Company,
A.
Relevant disclosures in terms of the accounting standards prescribed by the Central Government in terms of
section 133 of the Companies Act, 2013 (18 of 2013) including the 'Guidance note on accounting for employee
share-based payments' issued in that regard from time to time.
Please refer to note no. 2.8.4 and 43 of the notes to accounts forming part of the Standalone Financial Statements
for FY 2024-25.
B.
Diluted EPS on issue of shares pursuant to all the schemes covered under the regulations shall be disclosed
in accordance with 'Ind AS33 - Earnings Per Share' issued by Central Government or any other relevant
accounting standards as issued from time to time.
Please refer to note no. 33 of the notes to accounts forming part of the Standalone Financial Statements for
FY 2024-25.
C.
Details related to ESOP
i)
A description of each ESOP that existed at any time during the year, including the general terms and
conditions of each ESOP, including –
S. No. Descriptions
ESOP 2022
1.
Date of shareholders’
approval
February 24, 2023 (Initial Approval)
August 3, 2024 (Amendment as per SEBI Regulations)
2.
Total number of options
approved under ESOP
9,50,000
3.
Vesting requirements
The grant of options shall vest based on Eligible Employee continuing to
be in the employment of the Company and in compliance with the terms
of the Plan. The minimum vesting period shall be one year from the date
of grant, and the options may generally vest after the immediate next day
of succeeding calendar years on which the decision of grant of option
was taken by the Committee, as specified in the grant letter
4.
Exercise price or pricing
formula
Exercise Price per Option shall be as determined by the Committee and
as set out in the Letter of Grant and shall not be less than the face value
of the Shares and may be up to the Market Price of the Shares, as on the
Grant Date.
5.
Maximum term of
options granted
There shall be a minimum Vesting Period of one year and Maximum
Vesting Period of 5 years, between the Grant of Options and Vesting
of Options. Subject to Participant’s continuing the employment with the
Company, all the Options granted to an Employee shall vest in him or her
after the immediate next date of succeeding calendar years on which
the decision for Grant of Option was taken by the Committee, in different
grade.
6.
Source of shares
Primary Shares
7.
Variation in terms of
options
During the year, no variation has been made in terms of options granted
by the Company.
Smartworks Coworking Spaces Limited
Smartworks Coworking Spaces Limited
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Annexure III
FORM NO. AOC-1
(Pursuant to first proviso of sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)
Statement containing salient features of the financial statement of subsidiaries/ associates/ Joint Ventures
PART A: SUBSIDIARIES
(Information in respect of each subsidiary except sl. No. 6, to be presented with amounts in INR Millions)
Sl.
No.
Particulars
Details
1. Name of the
Subsidiary
Smartworks Tech
Solutions Private Limited
Smartworks Office Services
Private Limited
Smartworks Stellar Services
Private Limited
Smartworks
Space Pte. Ltd.
2. CIN/ any other
registration number
of the subsidiary
U62099DL2019PTC347081
U74999DL2019PTC346564
U74999UP2022PTC163307
202410446R
3. Relevant provision
of the Companies
Act, 2013 pursuant
to which the
company has
become a subsidiary
Section 2(87)(ii)
Section 2(87)(ii)
Section 2(87)(ii)
Section 2(87)(ii)
4. The date since
when subsidiary
was acquired
Since Incorporation
Since Incorporation
Since Incorporation
Since
Incorporation
5. Reporting period
for the subsidiary
concerned, if
different from the
holding company’s
reporting period
N.A.
N.A.
N.A.
March 15, 2024,
to March 31,
2025
6. Reporting currency
and Exchange rate
as on the last date
of the relevant
Financial year in
the case of foreign
subsidiaries.
N.A.
N.A.
N.A.
SGD
1SGD=INR
63.63
7. Share Capital
0.10
0.10
0.10
187.24
8. Reserves & Surplus
(56.08)
(56.08)
(0.57)
11.49
9. Total Assets
206.97
206.97
0.32
446.44
10. Total Liabilities
262.94
262.94
0.79
247.70
11. Investments
0
0
0
0
12. Turnover
57.12
57.12
0
296.03
13. Profit/(Loss) Before
Taxation
(25.05)
(25.05)
(0.28)
8.76
14. Provision for Tax/
Total Tax Expenses/
(Credit)
(5.59)
(5.59)
0
0.95
15. Profit/(Loss) after
taxation
(19.46)
(19.46)
(0.28)
7.81
16. Proposed dividend
0
0
0
0
17. Extent of
shareholding
(in percentage)
100%
100%
100%
100%
Notes: The following information shall be furnished at the end of the statement:
1.
Names of subsidiaries which are yet to commence operations: One (1) i.e., Smartworks Office Services Private
Limited (CIN: U74999DL2019PTC346564).
2.
Names of subsidiaries which have been liquidated or sold during the year: NIL
vii) Description of the method and significant assumptions used during the year to estimate the fair value of
options including the following information:
a.
The weighted-average values of share price, exercise price, expected volatility, expected option
life, expected dividends, the risk-free interest rate and any other inputs to the model:
Refer note no. 43 to notes to accounts forming part of Standalone Financial Statements for FY 2024-25.
b.
The method used and the assumptions made to incorporate the effects of expected early exercise:
Not Applicable, as options granted cannot be exercised before the vesting of option.
c.
How expected volatility was determined, including an explanation of the extent to which expected
volatility was based on historical volatility
Refer note no. 43 to notes to accounts forming part of Standalone Financial Statements for FY 2024-25.
d.
Whether and how any other features of the options granted were incorporated into the measurement
of fair value, such as a market condition:
Refer note no. 43 to notes to accounts forming part of Standalone Financial Statements for FY 2024-25.
DISCLOSURES IN RESPECT OF GRANTS MADE IN THREE YEARS PRIOR TO IPO UNDER THE SCHEME
The Company has not granted any ESOP to the eligible employees under the ESOP 2022 prior to FY 2024-25, and the
details for FY 2024-25 has been already mentioned above.
For and on behalf of the Board of Directors
For Smartworks Coworking Spaces Limited
Neetish Sarda
Managing Director
DIN: 07262894
Date: 1st September 2025
Place: Delhi
Harsh Binani
Whole Time Director
DIN: 07717396
Date: 1st September 2025
Place: Gurugram
Smartworks Coworking Spaces Limited
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Annexure IV
FORM NO. AOC 2
Form for disclosure of particulars of contracts/arrangements entered into by the company with related
parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length
transactions under third proviso thereto
(Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) of
the Companies (Accounts) Rules, 2014)
1.
Details of contracts or arrangements or transactions not at arm’s length basis:
The Company has not entered into any contract or arrangement or transaction with its related parties which is not
at arm’s length during the financial year 2024-25.
2.
Details of material contracts or arrangement or transactions at arm’s length basis are stated below:
(In ` Millions)
Sl.
No.
Particulars
Details
I
(a)
Name of the related party & nature of relationship
Neetish Sarda
Managing Director
(b)
CIN/FCRN/LLPIN/Foreign LLPIN or any other registration
number of the related party; PAN/Passport for individuals
BHHPS9569R
(c)
Nature of contracts /arrangements /transactions
Appointment to any office or place of profit
in the Company
(d)
Duration of the contracts/ arrangements/transactions
During the year
(e)
Salient terms of the contracts or arrangements or
transactions including the value, if any
Remuneration Paid: ` 18.08
(f)
Date(s) of approval by the Board, if any
10-04-2024
(g)
Actual/expected contractual amount of the contracts or
arrangements or transaction
` 18.08
(h)
Amount paid as advances, if any
NIL
II
(a)
Name of the related party & nature of relationship
Harsh Binani
Whole Time Director
(b)
CIN/FCRN/LLPIN/Foreign LLPIN or any other registration
number of the related party; PAN/Passport for individuals
AXAPB0469K
(c)
Nature of contracts /arrangements /transactions
Appointment to any office or place of profit
in the Company
(d)
Duration of the contracts/ arrangements/transactions
During the year
(e)
Salient terms of the contracts or arrangements or
transactions including the value, if any
Remuneration Paid: ` 18.08
(f)
Date(s) of approval by the Board, if any
10-04-2024
(g)
Actual/expected contractual amount of the contracts or
arrangements or transaction
` 18.08
(h)
Amount paid as advances, if any
NIL
PART B: ASSOCIATES AND JOINT VENTURES
Statement pursuant to Section 129(3) of the Companies Act, 2013 related to Associate Companies and
Joint Ventures
(Information in respect of Associate be presented with amounts in INR Millions except No. of Shares)
Name of Associates or Joint Ventures
Clean Max Dos Private Limited
1. Latest audited Balance Sheet Date
31st March, 2025
2. Date on which the Associate or Joint Venture
was associated or acquired
June 14, 2024
3. Shares of Associate or Joint Ventures held by
the Company on the year end
i. No. of shares
27,500
ii. Amount of Investment in Associates or Joint
Venture
16.40
iii. Extent of Holding (in percentage)
24.82%
4. Description of how there is significant influence
By virtue of Section 2(6) of the Companies Act, 2013, the
Company is holding more than 20% of the Equity Share capital
5. Reason why the associate/joint venture is not
consolidated
It is not an Associate/ Joint venture as per Indian Accounting
Standards (“Ind AS”)
6. Net worth attributable to shareholding as per
latest audited Balance Sheet
17.31
7. Profit or Loss for the year
i. Considered in Consolidation
N.A
ii. Not Considered in Consolidation
3.79
For and on behalf of Smartworks Coworking Spaces Limited
Neetish Sarda
Managing Director
DIN: 07262894
Harsh Binani
Whole Time Director
DIN: 07717396
Sahil Jain
Chief Financial Officer
Punam Dargar
Company Secretary
Place: Delhi
Place: Gurugram
Place: Gurugram
Place: Kolkata
Date : 1st September 2025
Smartworks Coworking Spaces Limited
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(In ` Millions)
Sl.
No.
Particulars
Details
VI
(a)
Name of the related party & nature of relationship
Talbotforce Services Private Limited
Whole Time Director is the Shareholder and
Director of the Company and Spouse of
Whole Time Director is Shareholder in this
Company.
(b)
CIN/FCRN/LLPIN/Foreign LLPIN or any other registration
number of the related party; PAN/Passport for individuals
U74999DL2019PTC356635
(c)
Nature of contracts /arrangements /transactions
Availing or rendering of any services
(d)
Duration of the contracts/ arrangements/transactions
Perpetual unless terminated
(e)
Salient terms of the contracts or arrangements or
transactions including the value, if any
Income from lease rental: ` 2.33
(f)
Date(s) of approval by the Board, if any
10-04-2024
(g)
Actual/expected contractual amount of the contracts or
arrangements or transaction
` 2.33
(h)
Amount paid as advances, if any
NIL
VII
(a)
Name of the related party & nature of relationship
Smartworks Tech Solutions Private Limited
Wholly Owned Subsidiary Company
(b)
CIN/FCRN/LLPIN/Foreign LLPIN or any other registration
number of the related party; PAN/Passport for individuals
U62099DL2019PTC347081
(c)
Nature of contracts /arrangements /transactions
Availing or rendering of any services
(d)
Duration of the contracts/ arrangements/transactions
Perpetual unless terminated
(e)
Salient terms of the contracts or arrangements or
transactions including the value, if any
Income from lease rental: ` 0.85
(f)
Date(s) of approval by the Board, if any
10-04-2024
(g)
Actual/expected contractual amount of the contracts or
arrangements or transaction
` 0.85
(h)
Amount paid as advances, if any
NIL
VIII
(a)
Name of the related party & nature of relationship
Smartworks Office Services Private Limited
Wholly Owned Subsidiary Company
(b)
CIN/FCRN/LLPIN/Foreign LLPIN or any other registration
number of the related party; PAN/Passport for individuals
U74999DL2019PTC346564
(c)
Nature of contracts /arrangements /transactions
Availing or rendering of any services;
(d)
Duration of the contracts/ arrangements/transactions
Perpetual unless terminated
(e)
Salient terms of the contracts or arrangements or
transactions including the value, if any
Income from lease rental: ` 0.14
(f)
Date(s) of approval by the Board, if any
10-04-2024
(g)
Actual/expected contractual amount of the contracts or
arrangements or transaction
` 0.14
(h)
Amount paid as advances, if any
NIL
(In ` Millions)
Sl.
No.
Particulars
Details
III
(a)
Name of the related party & nature of relationship
Punam Dargar
Company Secretary
(b)
CIN/FCRN/LLPIN/Foreign LLPIN or any other registration
number of the related party; PAN/Passport for individuals
AVQPD9040G
(c)
Nature of contracts /arrangements /transactions
Appointment to any office or place of profit
in the Company;
(d)
Duration of the contracts/ arrangements/transactions
During the year
(e)
Salient terms of the contracts or arrangements or
transactions including the value, if any
Remuneration Paid during the year as per
Employment Agreement: ` 2.22
(f)
Date(s) of approval by the Board, if any
10-04-2024
(g)
Actual/expected contractual amount of the contracts or
arrangements or transaction
` 2.22
(h)
Amount paid as advances, if any
NIL
IV
(a)
Name of the related party & nature of relationship
Atul Gautam
Chairman and Non- Executive Director
(b)
CIN/FCRN/LLPIN/Foreign LLPIN or any other registration
number of the related party; PAN/Passport for individuals
AAAPG6066A
(c)
Nature of contracts /arrangements /transactions
Availing of consultancy services
(d)
Duration of the contracts/ arrangements/transactions
12 Months
(e)
Salient terms of the contracts or arrangements or
transactions including the value, if any
Monthly professional fees of ` 0.21
amounting to ` 2.31
(f)
Date(s) of approval by the Board, if any
31-07-2024
(g)
Actual/expected contractual amount of the contracts or
arrangements or transaction
` 2.31
(h)
Amount paid as advances, if any
Nil
V
(a)
Name of the related party & nature of relationship
Vision Comptech Integrators Limited
Managing Director is the Director of this
Company
(b)
CIN/FCRN/LLPIN/Foreign LLPIN or any other registration
number of the related party; PAN/Passport for individuals
U72200WB1999PLC088845
(c)
Nature of contracts /arrangements /transactions
Availing or rendering of any services
(d)
Duration of the contracts/ arrangements/transactions
Perpetual unless terminated
(e)
Salient terms of the contracts or arrangements or
transactions including the value, if any
Lease rental expense: ` 160.23
(f)
Date(s) of approval by the Board, if any
10-04-2024
(g)
Actual/expected contractual amount of the contracts or
arrangements or transaction
` 160.23
(h)
Amount paid as advances, if any
NIL
Smartworks Coworking Spaces Limited
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Financial Statements
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(In ` Millions)
Sl.
No.
Particulars
Details
XII
(a)
Name of the related party & nature of relationship
Smartworks Tech Solutions Private Limited
Wholly Owned Subsidiary Company
(b)
CIN/FCRN/LLPIN/Foreign LLPIN or any other registration
number of the related party; PAN/Passport for individuals
U62099DL2019PTC347081
(c)
Nature of contracts /arrangements /transactions
Availing or rendering of any services
(d)
Duration of the contracts/ arrangements/transactions
During the year
(e)
Salient terms of the contracts or arrangements or
transactions including the value, if any
Information Technology Expenses: ` 4.55
(f)
Date(s) of approval by the Board, if any
10-04-2024
(g)
Actual/expected contractual amount of the contracts or
arrangements or transaction
` 4.55
(h)
Amount paid as advances, if any
NIL
XIII
(a)
Name of the related party & nature of relationship
Talbotforce Services Private Limited
Whole Time Director is the Shareholder and
Director of the Company and Spouse of
Whole Time Director is Shareholder in this
Company.
(b)
CIN/FCRN/LLPIN/Foreign LLPIN or any other registration
number of the related party; PAN/Passport for individuals
U74999DL2019PTC356635
(c)
Nature of contracts /arrangements /transactions
Availing or rendering of any services;
(d)
Duration of the contracts/ arrangements/transactions
Perpetual unless terminated
(e)
Salient terms of the contracts or arrangements or
transactions including the value, if any
Housekeeping & security charges: ` 948.74
(f)
Date(s) of approval by the Board, if any
10-04-2024
(g)
Actual/expected contractual amount of the contracts or
arrangements or transaction
` 948.74
(h)
Amount paid as advances, if any
NIL
XIV
(a)
Name of the related party & nature of relationship
Talbotforce Services Private Limited
Whole Time Director is the Shareholder and
Director of the Company and Spouse of
Whole Time Director is Shareholder in the
Company.
(b)
CIN/FCRN/LLPIN/Foreign LLPIN or any other registration
number of the related party; PAN/Passport for individuals
U74999DL2019PTC356635
(c)
Nature of contracts /arrangements /transactions
Purchase of property
(d)
Duration of the contracts/ arrangements/transactions
Perpetual unless terminated
(e)
Salient terms of the contracts or arrangements or
transactions including the value, if any
Purchase of Plant, Property and Equipment:
` 0.65
(f)
Date(s) of approval by the Board, if any
10-04-2024
(g)
Actual/expected contractual amount of the contracts or
arrangements or transaction
` 0.65
(h)
Amount paid as advances, if any
NIL
(In ` Millions)
Sl.
No.
Particulars
Details
IX
(a)
Name of the related party & nature of relationship
Smart IT Services Private Limited
Managing Director is the Director of the
Company
(b)
CIN/FCRN/LLPIN/Foreign LLPIN or any other registration
number of the related party; PAN/Passport for individuals
U72200WB2007PTC116770
(c)
Nature of contracts /arrangements /transactions
Availing or rendering of any services
(d)
Duration of the contracts/ arrangements/transactions
Perpetual unless terminated
(e)
Salient terms of the contracts or arrangements or
transactions including the value, if any
Income from lease rental: ` 0.03
(f)
Date(s) of approval by the Board, if any
10-04-2024
(g)
Actual/expected contractual amount of the contracts or
arrangements or transaction
` 0.03
(h)
Amount paid as advances, if any
NIL
X
(a)
Name of the related party & nature of relationship
Talbotforce Services Private Limited
Whole Time Director is the Shareholder and
Director of the Company and Spouse of
Whole Time Director is Shareholder in the
Company.
(b)
CIN/FCRN/LLPIN/Foreign LLPIN or any other registration
number of the related party; PAN/Passport for individuals
U74999DL2019PTC356635
(c)
Nature of contracts /arrangements /transactions
Availing or rendering of any services
(d)
Duration of the contracts/ arrangements/transactions
During the Year
(e)
Salient terms of the contracts or arrangements or
transactions including the value, if any
Building Maintenance: ` 12.77
(f)
Date(s) of approval by the Board, if any
10-04-2024
(g)
Actual/expected contractual amount of the contracts or
arrangements or transaction
` 12.77
(h)
Amount paid as advances, if any
NIL
XI
(a)
Name of the related party & nature of relationship
Talbotforce Services Private Limited
Whole Time Director is the Shareholder and
Director of the Company and Spouse of
Whole Time Director is Shareholder in this
Company.
(b)
CIN/FCRN/LLPIN/Foreign LLPIN or any other registration
number of the related party; PAN/Passport for individuals
U74999DL2019PTC356635
(c)
Nature of contracts /arrangements /transactions
Availing or rendering of any services
(d)
Duration of the contracts/ arrangements/transactions
Perpetual unless terminated
(e)
Salient terms of the contracts or arrangements or
transactions including the value, if any
Equipment Hire Charges: ` 6.79
(f)
Date(s) of approval by the Board, if any
10-04-2024
(g)
Actual/expected contractual amount of the contracts or
arrangements or transaction
` 6.79
(h)
Amount paid as advances, if any
NIL
Smartworks Coworking Spaces Limited
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To,
The Members,
SMARTWORKS COWORKING SPACES LIMITED
CIN: L74900DL2015PLC310656
Regd. Office: UNIT NO. 305-310, PLOT NO. 9, 10 & 11
VARDHMAN TRADE CENTRE
NEHRU PLACE, SOUTH DELHI 110019
I have conducted the Secretarial Audit of the compliance
of applicable statutory provisions and the adherence to
good corporate practices by Smartworks Coworking
Spaces Limited (hereinafter called ‘the Company’).
Secretarial Audit was conducted in a manner that
provided me a reasonable basis for evaluating the
corporate
conducts/statutory
compliances
and
expressing my opinion thereon.
Based on my verification of Smartworks Coworking
Spaces Limited books, papers, minutes book, forms and
returns filed and other records maintained by the Company
and also the information provided by the Company, its
officers, agents and authorized representatives during
the conduct of Secretarial Audit, I hereby report that in
my opinion, the Company has during the audit period
covering the financial year ended on 31st March, 2025
complied with the statutory provisions listed hereunder
and also the Company has proper Board processes and
compliance mechanism in place to the extent, in the
manner and subject to the reporting made hereinafter:
I have examined the books, papers, minute books,
forms and returns filed and other records maintained
by Smartworks Coworking Spaces Limited (“the
Company”) for the financial year ended on 31st March,
2025 according to the provisions of:
i)
The Companies Act, 2013 (‘the Act’) and the rules
made thereunder;
ii)
The Securities Contracts (Regulation) Act, 1956
(‘SCRA’) and the rules made thereunder;
iii)
The Depositories Act, 1996 and the Regulations and
Bye-laws framed thereunder;
iv)
Foreign Exchange Management Act, 1999 and the
rules and regulations made thereunder to the extent
of Foreign Direct Investment, Overseas Direct
Investment and External Commercial Borrowings;
v)
The following Regulations and Guidelines prescribed
Annexure V
FORM No MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2025
[PURSUANT TO SECTION 204(1) OF THE COMPANIES ACT, 2013 AND RULE NO. 9 OF THE
COMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014]
under the Securities and Exchange Board of India
Act, 1992 (‘SEBI Act’):
a)
*The Securities and Exchange Board of
India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011;
b)
*The Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations,
2015;
c)
The Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements)
Regulations, 2018;
d)
*The Securities and Exchange Board of India
(Share Based Employee Benefits and Sweat
Equity) Regulations, 2021;
e)
*The Securities and Exchange Board of
India (Issue and Listing of Non-Convertible
Securities) Regulations, 2021;
f)
*The Securities and Exchange Board of India
(Registrars to an Issue and Share Transfer
Agents) Regulations, 1993 regarding the
Companies Act and dealing with client;
g)
*The Securities and Exchange Board of India
(Delisting of Equity Shares) Regulations, 2021
and
h)
*The Securities and Exchange Board of India
(Buyback of Securities) Regulations, 2018;
i)
*The Securities and Exchange Board of
India (Listing Obligations and Disclosures
requirements) Regulations, 2015 (herein after
referred as SEBI LODR); and
j)
*Securities and Exchange Board of India
(Depository and Participants) Regulations, 2018
*(Not applicable as the Company was an unlisted company
as on 31st March, 2025)
vi)
Laws specifically applicable to the industry to
which the Company belongs, as identified by the
management:
a.
Information Technology Act, 2000 (the “IT Act”)
and the rules made thereunder; and
b.
Digital Personal Data Protection Act, 2023
(In ` Millions)
Sl.
No.
Particulars
Details
XV
(a)
Name of the related party & nature of relationship
Sahil Jain
Chief Financial Officer
(b)
CIN/FCRN/LLPIN/Foreign LLPIN or any other registration
number of the related party; PAN/Passport for individuals
ALWPJ5278L
(c)
Nature of contracts /arrangements /transactions
Appointment to any office or place of profit
in the Company;
(d)
Duration of the contracts/ arrangements/transactions
During the year
(e)
Salient terms of the contracts or arrangements or
transactions including the value, if any
Remuneration Paid during the year as per
Employment Agreement: ` 5.21
(f)
Date(s) of approval by the Board, if any
27th August, 2024
(g)
Actual/expected contractual amount of the contracts or
arrangements or transaction
` 5.21
(h)
Amount paid as advances, if any
NIL
For and on behalf of Smartworks Coworking Spaces Limited
Neetish Sarda
Managing Director
DIN: 07262894
Date: 1st September 2025
Place: Delhi
Harsh Binani
Whole Time Director
DIN: 07717396
Date: 1st September 2025
Place: Gurugram
Smartworks Coworking Spaces Limited
Smartworks Coworking Spaces Limited
94
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Statutory Reports
Financial Statements
Annual Report 2024-25
ANNEXURE- A
To,
The Members,
SMARTWORKS COWORKING SPACES LIMITED
CIN: L74900DL2015PLC310656
Regd. Office: UNIT NO. 305-310, PLOT NO. 9, 10 & 11
VARDHMAN TRADE CENTRE
NEHRU PLACE, SOUTH DELHI 110019
My report of even date is to be read along with this letter.
1.
Maintenance of Secretarial records is the responsibility of the management of the Company. My responsibility is
to express an opinion on these Secretarial records based on my audit.
2.
I have followed the appropriate audit practices and processes as were to obtain reasonable assurance about
the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure
that correct facts are reflected in Secretarial records. I believe that the processes and practices followed by me
provide a reasonable basis of my opinion.
3.
I have not verified the correctness and appropriateness of financial records and Books of Accounts of the
Company.
4.
Wherever required, I have obtained the Management Representation about the compliance of laws, rules and
regulations and happenings of events etc.
5.
The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the
responsibility of management. My examination was limited to the verification of procedures on test basis.
6.
The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy
or effectiveness with which the management has conducted the affairs of the Company.
Name of Company
Secretary in Practice
Babu Lal Patni
FCS No : 2304
C.P. No : 1321
Place: Kolkata
UDIN : F002304G1032498
Date: 19.08.2025
PR : 1455/2021
vii) I have also examined compliance with the applicable
clauses of the Secretarial Standards issued by The
Institute of Company Secretaries of India, with
which the Company has complied with.
I report that during the period under review, the
Company has complied with the provisions of the
Act, Rules, Regulations, Guidelines, Standards, etc.
mentioned above.
I further report that
The Board of Directors of the Company is duly constituted
with proper balance of Executive Directors ,Non-
Executive Directors, Independent Woman Director and
Independent Directors. The changes in the composition
of the Board of Directors that took place during the year
under review were carried out in accordance with the
provisions of the Act.
Adequate notice(s) were given to all directors regarding
holdings of Board Meetings. Agenda and detailed notes
on agenda were sent in an advance to all Directors
except in cases where meetings were convened at
a shorter notice. The Company has complied with the
provisions of Act for convening meeting at the shorter
notice. A system exists for seeking and obtaining further
information and clarifications on the agenda items
before the meeting and for meaningful participation at
the meeting;
Majority decision is carried through while the dissenting
members’ views, if any, are captured and recorded as
part of the minutes.
I further report that there are adequate systems and
process in the Company commensurate with the size
and operations of the Company to monitor and ensure
compliance with applicable laws, rules, regulations and
guidelines.
I further report that during the year the Company has
allotted/converted the following securities:
i.
10,707 Cumulative Convertible Preference Share
of ₹ 10 (Rupees Ten only) each at a price of ₹269
(Rupees two hundred sixty nine only) per share
(including securities premium ₹ 259 (Rupee two
hundred fifty nine only) per share) aggregating to
₹ 28,80,183/- (Rpees Twenty Eight Lakh Eighty
Thousand One Hundred Eighty Three only.
ii.
37,16,551 Equity Share of ₹10 (Rupees ten only)
each at a price of ₹269 (Rupees two hundred sixty
nine only) per share (including securities premium
₹ 259 (Rupee two hundred fifty nine only) per share)
aggregating to ₹ 99,97,52,219/- (Rupees Ninety
Nine Crore Ninety Seven Lakh Fifty Two Thousand
Two Hundred Nineteen only).
iii.
8,50,000 Equity Share of ₹ 10 (Rupees ten only)
each at a price of ₹260 (Rupees two hundred sixty
only) per share (including securities premium of ₹
250 (rupees two hundred fifty only) on conversion
of 850,000 Convertible Share Warrants.
iv.
1,96,10,398 Equity Share of ₹ 10 (Rupees ten only) on
conversion of 1,96,10,398 Cumulative Convertible
Preference Share of ₹ 10 (Rupees ten only) at a
conversion ratio of 1:1
I further report that during the year the Company has
been converted into a public company w.e.f. 25.07.2024
as per Certificate of incorporation Consequent upon
Conversion to public company dated 25th July, 2024
issued by the Registrar of Companies, Central Processing
Centre.
I further report that during the year the Company has
altered its Memorandum of Association with reference
to Authorised Capital and complied with the provisions
of the Act.
I further report that during the year the Company has
obtained Shareholders’ approval for raising of Capital
through an Initial Public Offering (IPO) of Equity Shares of
the Company through a Fresh issue and an Offer for Sale
of Shares of the Company upto an amount aggregating
upto ₹ 6,600 Million including securities premium.
Pursuant to this Resolution, in Current financial year
the company has made an IPO comprising fresh issue
of 1,09,41,734 shares aggregating to ` 4,450.00 Millions
and offer for sale of 33,79,740 shares aggregating to
` 1,375.55 Millions. Consequently, the shares of the
Company has been listed at BSE and NSE on 17th July,
2025 and subsequently the status of Company has been
changed from Unlisted Company to Listed Company.
I further report that during the Audit period there are no
other specific events/actions which have a major bearing
on the Company’s affairs in pursuance of the above
referred laws, rules, regulations, guidelines, standards
etc.
Name of Company
Secretary in Practice
Babu Lal Patni
FCS No : 2304
C.P. No : 1321
Place: Kolkata
UDIN : F002304G1032498
Date: 19.08.2025
PR : 1455/2021
Note:
This Report is to be read with our letter of even date
which is annexed as “Annexure A” and forms an integral
part of this Report.
Smartworks Coworking Spaces Limited
Smartworks Coworking Spaces Limited
96
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Corporate Overview
Statutory Reports
Financial Statements
Annual Report 2024-25
request logs, drive energy savings and help
prevent revenue loss from unintended/after-
hours usage.
Compliance: Centralized storage of building
compliance documents.
•
Ticketing – Support Ticket Tool:
In-house incident and service management
platform for logging and resolving service
requests. All requests are governed by SLAs,
with real-time tracking and fulfillment analytics
to ensure on-time resolution and improve CSAT.
The system supports department-specific
workflows and custom SLAs by ticket type. It
integrates with Workctrl and the Client Portal
for user/company-admin–initiated tickets, and
with BMS and Buildx for project-related tickets
so that issues during initial project go-live are
captured and routed to the relevant teams.
•
Workctrl – Client Mobile App
Android/iOS app for end users to raise service
requests (linked to Ticketing), book meeting
rooms/amenities
(e.g.,
play/sleep
pods),
schedule visitor passes and parking, make
payments for food and smart stores, and
receive notifications. ~50,000 monthly active
users; SSO via Keycloak.
•
CRM – Customer Relationship Management
Used by Sales and Account Management to
manage the client lifecycle-lead prospecting,
proposals,
contracts/agreements,
entitlement
management
and
renewals.
Provides portfolio analytics (building/property
occupancy and client move-ins/move-outs).
As the central system for all billables, it
manages automated billing and receivables
and supplementary/additional billings for client
add-ons, with live billing status. Integrates with
Buildx, BMS, Workctrl and other platforms
to surface relevant data in context and keep
records consistent.
•
Buildx – Projects & Asset Roll-out
In-house platform for planning and tracking
site build-outs/fit-outs, vendor activities, BoQ/
assets, milestones and handovers. Reduces
delivery times by improving project visibility
and vendor performance tracking. Supports
approvals,
document
control
and
site-
readiness checklists, and hands off operational
data to BMS and Ticketing at go-live.
(ii) The benefits derived (product improvement,
cost reduction, product development or
import substitution):
The use of in-house systems during the year
resulted in:
•
Lower total cost of ownership and reduced
reliance on third-party licences.
•
Improved
service
quality
through
integrated
workflows
(Workctrl
↔
Ticketing) and SLA-based execution.
•
Energy
conservation
and
revenue
protection through LCS/AC scheduling,
smart-meter monitoring and auditable
additional client request logs.
•
Strengthened
compliance
and
audit
readiness
through
centralized
documentation and role-based access.
•
Import substitution by deploying in-house
solutions in place of multiple external tools
(Ticketing replacing dependency on Zoho
to cut annual cost to one-fifth the spends
on the support tool).
•
Better
delivery
governance:
Buildx
improved visibility to milestones and
handover
readiness;
CRM
enhanced
occupancy analytics, billing automation
and receivables control.
(iii) Imported technology (imported during
the last three years reckoned from the
beginning of the financial year):
(a) Details of technology imported: Nil
(b) Year of import: Nil
(c) Whether the technology has been
fully absorbed: Nil
(d) If not fully absorbed-areas where
absorption has not taken place and
reasons: Nil
(iv) the
expenditure
on
Research
&
Development :
•
Capital: Nil
•
Revenue: Nil
•
Total: Nil
For and on behalf of Smartworks Coworking Spaces Limited
Neetish Sarda
Managing Director
DIN: 07262894
Date: 1st September 2025
Place: Delhi
Harsh Binani
Whole Time Director
DIN: 07717396
Date: 1st September 2025
Place: Gurugram
Annexure VI
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
(a) Conservation of Energy
(i)
The Steps taken or impact on conservation of
energy and steps taken by the company for
utilising alternate sources of energy;
At Smartworks, sustainability continues to
be an integral part of our operations. Several
initiatives have been undertaken to reduce
energy and resource consumption while
enhancing efficiency and comfort.
Key Measures Implemented
•
Energy-Efficient
Lighting:
Complete
transition to LED lighting across all centers,
along with an in-house automated lighting
control system for optimized usage.
•
Smart HVAC Systems: Adoption of VRF
systems, eco-friendly refrigerants (R407
in place of R22), use of smart thermostats,
sun-control
films,
and
scheduled
preventive maintenance.
•
Water Conservation: Use of aerators
enabling up to 90% savings in tap water,
and recycling through WTP/STP facilities
wherever feasible.
•
In-House Building Management System
(BMS): A proprietary platform to monitor
and optimize energy and water usage,
reducing wastage and providing real-time
alerts.
•
Energy-Efficient Equipment: Usage of
Energy Star-rated appliances and eco-
friendly office electronics.
•
Employee Awareness: Regular energy-
saving
workshops
and
feedback
mechanisms to encourage responsible
practices.
•
Monitoring & Analytics: Deployment of
advanced tools for tracking consumption
patterns
and
identifying
areas
for
improvement.
•
Renewable Energy: Implementation of
Group Captive Solar projects in Karnataka
along
with
partnerships
for
rooftop
installations and renewable PPAs with
landlords.
•
Green Building Certifications: Smartworks
strives
to
obtain
green
building
certifications such as LEED (Leadership
in Energy and Environmental Design) to
validate our commitment to sustainability.
•
Partnerships & Community Engagement:
Collaboration with vendors, suppliers,
and communities for broader adoption of
sustainable practices.
Impact and Investment
•
These measures have led to measurable
reductions in energy consumption and
carbon footprint.
•
Adoption of renewable energy sources
has added resilience and sustainability to
operations.
(ii) The
Capital
Investment
on
energy
conservation of equipments;
•
The Company invested ` 57.06 Millions
towards
energy
conservation
and
renewable projects.
(b) Technology Absorption
Pursuant to Section 134 of Companies Act, 2013
and Rule 8 of Companies (Accounts) Rules, 2014,
the report of the Board shall contain the following
information and details, namely: -
(i)
The
efforts
made
towards
technology
absorption:
During the year under review, the Company
advanced
a
platform-led
approach
to
technology
absorption,
scaling
in-house
systems across building operations, client
service
and
commercial
workflows.
The
portfolio—BMS (light control systems and pilot
HVAC controls), Ticketing, Workctrl, CRM and
Buildx—was further integrated to enforce SLAs
end-to-end, strengthen compliance and audit
readiness, and support energy savings and
revenue protection, while lowering total cost of
ownership and reliance on external licenses.
•
BMS – Building Management System:
In-house platform that centralizes building
controls and data.
Light Control System (LCS): Centralized
lighting control across sites with scheduling,
remote overrides and automated shutdown
policies to minimise wastage.
Pilot HVAC interfaces: At select locations,
centralized AC temperature controls with
scheduled operation.
Smart
metering
&
usage
analytics:
Smart meters capture circuit-level energy
consumption for monitoring and analysis;
insights,
combined
with
scheduling
and
Smartworks Coworking Spaces Limited
Smartworks Coworking Spaces Limited
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Statutory Reports
Financial Statements
Annual Report 2024-25
Name of Director
Category of
Directors
Directorship
held in Listed
Entities
including
your listed
entity
Other
Directorships in
Public Limited
Companies as
on March 31,
2025
Membership of Other
Board Committees
including your Company
as on March 31, 2025
Number
of shares
held by
Directors
as Member as Chairman
Mr. Neetish Sarda Managing Director
1
1
1
0
3,277
Mr. Harsh Binani
Whole-time
Director
1
0
1
0
Nil
Mr. Atul Gautam
Non-Executive
Director
1
0
2
1
Nil
Mrs. Pushpa
Mishra
Independent
Director
2
2
2
0
Nil
Mr. Rajeev Rishi
Independent
Director
1
0
1
1
Nil
Mr. Virusangulam
Kumarasamy
Subburaj
Independent
Director
1
0
2
0
Nil
Mr. Ho Kiam
Kheong
Nominee Director
1
0
1
0
Nil
Notes:
1.
Directorship in companies registered under the Act or any other earlier enactments, excluding Private Limited & Foreign
Companies.
2.
Committees include only the Audit Committee and Stakeholders Relationship Committee of Public Limited Companies
(excluding foreign companies and Section 8 companies) in terms of Regulation 26 of SEBI LODR Regulations. Further,
in accordance with Regulation 26 of SEBI LODR Regulations, Chairmanship/ Membership of Audit Committee and
Stakeholders Relationship Committee of other Public Limited Companies have been considered including Chairmanship/
Membership of Audit Committee and Stakeholders’ Relationship Committee in your Company.
The
number
of
Directorship(s),
Committee
Membership(s), Chairmanship(s) of all Directors is
within respective limit as prescribed under the Act
and SEBI LODR Regulations as amended from time
to time.
All the Directors have made necessary disclosures
regarding their directorships as required under
Section 184 of the Act and the Committee positions
held by them in other companies. None of the
Directors of your Company’s Board is:
a.
A Director in more than 20 (Twenty) companies,
including 10 (Ten) public companies - As per
Section 165 of the Act;
b.
A Director in more than 7 (Seven) listed
companies - As per Regulation 17A of the SEBI
LODR Regulations;
c.
An Independent Director in more than 7
(Seven) listed companies or 3 (Three) listed
companies (in case he / she serves as a Whole
Time Director / Managing Director in any listed
company) - As per Regulation 17A of the SEBI
LODR Regulations;
d.
A member of more than 10 (Ten) Committees
and Chairperson of more than 5 (Five)
Committees across all the listed entities in
which he / she is a Director – As per Regulation
26 of the SEBI LODR Regulations.
As mandated by the Regulation 26 of SEBI
LODR Regulations, none of the Directors of your
Company are members of more than ten Board
level committees in public companies nor are they
Chairman of more than five committees across all
listed companies where they are directors.
B.
INTER-SE
RELATIONSHIPS
AMONGST
DIRECTORS:
Except for Mr. Neetish Sarda and Mr. Harsh Binani
who are brothers-in-law, none of our Directors,
Key Managerial Personnel and Senior Management
Personnel are related to each other. Further, none
of our Independent Directors are directly / indirectly
related in any manner to your Company (except
in their capacity as Directors of your Company),
Promoters,
Promoter
Group,
Directors,
Key
Managerial Personnel or their relatives.
Pursuant to Regulation 34(3) read with Section C of
Schedule V the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations,
2015
(“SEBI LODR Regulations”)
as
amended, the Board of Directors of Smartworks
Coworking
Spaces
Limited
(Formerly
known
as
Smartworks
Coworking
Spaces
Private
Limited)
have pleasure in presenting the Report on Corporate
Governance for the Financial Year ended March
31, 2025.
I.
COMPANY’S PHILOSOPHY ON CODE OF
GOVERNANCE
At Smartworks Coworking Spaces Limited (“Company”,
“Smartworks” or “We”), we focus on integrity,
transparency, accountability, and ethics as pillars of
good Corporate Governance. We believe that all these
are critical in successfully running the Company and
reinforcing relationships with all our stakeholders. The
Company’s actions and way of doing business are
governed by these pillars which are reinforced at all
levels. We are committed to doing things the right way,
which is ethical and in compliance with the applicable
laws.
The Company’s Code of Conduct for Directors and
Senior Management is an extension of our core values
and reflect our commitment to ensure a good Corporate
Governance framework and ensure ethical business
practices across our operations.
The Company has complied with the requirements
of Corporate Governance as laid down under the
Companies Act, 2013 (the “Act”) and the Rules made
thereunder. Further, as the Company undertook the
listing of its equity shares on the Stock Exchanges, the
Company also complied with the provisions of Chapter
IV of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015 (“SEBI LODR Regulations”), as amended from time
to time pursuant to the said listing.
As the equity shares of the Company got listed on BSE
and NSE (“Stock Exchanges”) with effect from July
17, 2025, pursuant to the Initial Public offer (“IPO”) of
the Company by way of fresh issue of Equity Shares
and an Offer for Sale (“OFS”) by some of the existing
shareholders, in order to observe prudent corporate
governance, certain information in this report has been
provided till date of signing of the report.
REPORT ON CORPORATE GOVERNANCE
II.
BOARD OF DIRECTORS (“BOARD”)
The Board is the highest authority for governance and
the custodian who pushes the Company in the right
direction and is responsible for the establishment of
cultural, ethical, sustainable and accountable growth
of the Company. The composition of Board of your
Company consists of highly qualified and experienced
professionals with expertise in business, finance,
marketing and corporate management. While the Board
is responsible for policy formulation, performance
evaluation and overall governance, its committees
oversee key operational matters. The Board has a
proper combination of Executive, Non-Executive and
Independent Directors complying with the requirements
of the Act, and the SEBI LODR Regulations.
A. COMPOSITION AND SIZE OF THE BOARD
The Board composition is in conformity with
Regulation 17 of the SEBI LODR Regulations read
with Section 149 and 152 of the Act. As on March
31, 2025, the Board consisted of 7 (Seven) Directors
including 3 (Three) Independent Directors including
1 (One) Woman Independent Director, 2 (Two) Non-
Executive Directors including 1 (One) Nominee
Director and 2 (Two) Executive Directors who are
also the Promoters of the Company. The Chairman
of the Company is a Non-Executive Director, and
more than one-third of the Board members are
Independent Directors. 1 (One) Independent Director
of your Company has resigned during the year
before the expiry of her tenure due to professional
exigencies.
The present strength of the Board reflects judicious
mix of professionalism, competence and sound
knowledge which enables the Board to provide
effective leadership to the Company. The policy
formulation, evaluation of performance and the
control function vest with the Board, while the
Board Committees oversee and recommend the
operational issues to the Board. The detailed profile
of the Directors is available on the Company’s website
https://www.smartworksoffice.com/ and available
on web-link: https://www.smartworksoffice.com/
investors/.
The composition of the Board of Directors as on 31st
March, 2025, comprising of 7 (Seven) Directors, is
summarized below:
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Statutory Reports
Financial Statements
Annual Report 2024-25
Details of the Board meetings convened during the Financial Year 2024-25:
The Board of Directors met 10 (Ten) times during the Financial Year 2024-25, as detailed below:
S.
No.
Date of Board meeting
No. of Directors as on
the date of the meeting
No. of Directors
attended the meeting
1.
10th April, 2024
2
2
2.
16th May, 2024
2
2
3.
21st June, 2024
2
2
4.
19th July, 2024
6
6
5.
31st July, 2024
6
6
6.
11th August, 2024
7
7
7.
30th August, 2024
7
7
8.
28th October, 2024
7
7
9.
5th January, 2025
7
6
10.
23rd January, 2025
7
7
Details of Composition of the Board of Directors and their Attendance at the Board Meetings held during the
Financial Year 2024-25 and at the previous 9th (Ninth) Annual General Meeting (“9” AGM”):
S.
No.
Name of the
Director
Nature of
Directorship
Appointment/ Cessation
during the Financial year
2024-25
No. of the
Board meetings
attended during
the year
Whether attended
9th AGM held
on 3rd Day of
August, 2024
1.
Mr. Neetish Sarda
Managing
Director
-
10
Present
2.
Mr. Harsh Binani
Whole-time
Director
-
10
Present
3.
Mr. Virusangulam
Kumarasamy
Subburaj
Independent
Director
Appointment as an
additional director w.e.f. 16th
July 2024, regularization on
3rd August, 2024
6
Present
4.
Mr. Ho Kiam
Kheong
Nominee Director
(Non-Executive)
Appointment on 16th July,
2024
7
Present
5.
Mr. Rajeev Rishi
Independent
Director
Appointment as an additional
director w.e.f. 16th July,
2024, regularization on 3rd
August, 2024
7
Present
6.
Mrs. Pushpa
Mishra
Independent
Woman Director
Appointment on 3rd August,
2024
5
N/A
7.
Mr. Atul Gautam
Non-Executive
Director
Appointment as an
additional director w.e.f. 21st
June, 2024, regularization
on 28th June, 2024
7
Present
8.
Mrs. Ramya
Hariharan
Independent
Director
Appointment on 28th June,
2024.
*Resigned w.e.f. 18th July,
2024
-
N/A
*During the Financial Year 2024-25, Mrs. Ramya Hariharan [Director Identification Number (DIN): 06928511] Independent
Director, has resigned from the directorship of the Company w.e.f. the close of business hours on 18th July, 2024 due to
professional exigencies. She has confirmed that there was no other material reason for her resignation.
C. NUMBER OF EQUITY SHARES HELD BY NON-
EXECUTIVE DIRECTORS AND DIVIDEND PAID
DURING THE FINANCIAL YEAR 2024-25:
None of the Non-Executive Directors hold equity
shares in the Company and no dividend was paid by
the Company during the Financial Year 2024-25.
D. DIRECTORSHIP
IN
OTHER
LISTED
COMPANIES
Mrs. Pushpa Mishra, Women Independent Director
of the Company, also serves as an Independent
Director on the Board of Nexome Capital Markets
Limited (formerly known as SMIFS Capital Market
Limited).
Except for Mrs. Pushpa Mishra, none of the other
Directors of the Company held directorship positions
in any other listed companies during the reporting
period.
E.
MATRIX
OF
SKILLS
/
EXPERTISE
/
COMPETENCIES
FOR
THE
BOARD
OF
DIRECTORS:
The Directors on the Board possess professional
qualifications, expertise and wide experience
including experience that is relevant to the business
of the Company. The Board is structured in a
manner which ensures diversity by age, education/
qualifications, professional background, sector
expertise and special skills. The Directors take
appropriate measures to avoid any present or
potential conflict of interest, ensure adequate
availability of their time for the Company and
emulate values that embody the Company’s values,
particularly integrity, honesty, and transparency.
In line with the requirements, the Board has identified
the list of core skills, expertise and competencies
that are required in the context of the Company’s
business and sector for it to function effectively.
Further, the Board has mapped the skills/expertise/
competencies actually available with it, along with
the names of the Directors possessing such skills.
The same is set out in the following chart/matrix:
S.
No.
Director
Area of Expertise
1.
Mr. Neetish Sarda
Strategic leadership, business growth, operations, sales, product and
technology management.
2.
Mr. Harsh Binani
Finance, investor relations, HR, marketing, management consulting and
corporate strategy.
3.
Mr. Virusangulam
Kumarasamy Subburaj
Administration, policy-making, and regulatory compliance expertise.
4.
Mr. Ho Kiam Kheong
Real estate investment, development, operations, and fund management across
geographies.
5.
Mr. Rajeev Rishi
Banking, corporate governance, and financial services leadership.
6.
Mrs. Pushpa Mishra
Legal expertise in company law, arbitration, commercial and constitutional law.
7.
Mr. Atul Gautam
Banking, finance, advisory, risk management and corporate governance
expertise.
F.
MEETINGS OF THE BOARD OF DIRECTORS -
PROCEDURE & ATTENDANCE
The Board of Directors, inter alia, focuses on and
oversees strategic planning, risk management,
compliance,
corporate
governance,
financial
controls, succession planning for Directors, etc.,
with high standards of ethical conduct and integrity,
in order to protect the best interests of all the
stakeholders.
The Board of Directors meets at regular intervals
to discuss and decide on business strategies or
policies and reviews the financial and operational
performance of the Company and its subsidiaries.
In case of business exigencies, the Board’s approval
is taken through Resolutions passed by Circulation,
which are then noted at subsequent Board Meetings.
The Company adheres to the Secretarial Standard
on Meetings of the Board of Directors (“SS -1”) as
prescribed by the Institute of Company Secretaries
of India (“ICSI”).
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Personnel’ for the financial year 2024-25. A
declaration to this effect signed by the Managing
Director and the same is annexed as Annexure “B’.
H. FAMILIARIZATION
PROGRAMMES
FOR
INDEPENDENT DIRECTORS:
The Company has been listed on the NSE and
BSE w.e.f. July 17, 2025. In view of the recent
listing, a formal familiarisation programme for the
Independent Directors is currently being formulated
and will be conducted in due course in accordance
with Regulation 25(7) of the SEBI LODR Regulations.
At the time of their appointment, the Independent
Directors were provided with a formal induction,
and issued letters of appointment outlining, inter
alia, their roles, responsibilities, and duties. The
induction covered key aspects of the Company’s
operations, governance structure, and strategic
priorities.
The Company is committed to ensuring that its
Independent Directors are well-informed about their
responsibilities and the business environment in
which the Company operates. Accordingly, details
of the familiarisation programmes, as and when
conducted, will be disclosed on the Company’s
website in compliance with Regulation 46(2)(i) of
the SEBI LODR Regulations.
I.
BOARD INDUCTION AND TRAINING:
The Company has a structured programme for
induction and training of its Directors to familiarize
them with their roles, rights, responsibilities, nature of
the industry, business operations, and policies of the
Company. At the time of appointment, each Director
is issued a formal Letter of Appointment, along with
comprehensive information through presentations
and interactions with senior management, to enable
them to contribute effectively.
J.
BOARD EVALUATION
Pursuant to the provisions of Regulation 17(10) of
the SEBI LODR Regulations and the provisions of
the Act, Board Evaluation for the Financial Year
ended March 31, 2025, has been completed by the
Company, which involved the following
i.
Evaluation of IDs, in their absence, by the
entire Board, based on their performance
and fulfilment of the independence criteria
prescribed under the Act and SEBI LODR
Regulations, including their independence from
the Company’s Management; and
ii.
Evaluation of the Board of Directors, its
Committees and individual Directors, including
the role of the Board’s Chairman.
K. DIRECTORS AND OFFICERS INSURANCE
In adherence to Regulation 25(10) of the SEBI
LODR Regulations, your Company has taken the
necessary steps of securing Directors and Officers
insurance (referred to as ‘D and O insurance’) for all
Directors and Officers. The coverage amounts and
risk parameters for this insurance are determined
by the Board of Directors of the Company, ensuring
comprehensive protection for our leadership team.
L.
EMPLOYEES STOCK OPTION TO DIRECTORS:
None of the Board of Directors of the Company
have been granted ESOPs under the existing ESOP
scheme i.e. Smartworks Coworking Spaces Limited
Employee Stock Option Plan 2022 (“ESOP 2022”).
M. DIRECTOR
SEEKING
RE-APPOINTMENT
AT THE ENSUING 10th (TENTH) ANNUAL
GENERAL MEETING:
Mr. Harsh Binani, Whole-time Director of the
Company, retires by rotation at the ensuing AGM
and being eligible, offers himself for re-appointment
at the 10th (Tenth) AGM of the Company.
Further the term of Mr. Neetish Sarda is expiring on
March 7, 2026, and he is seeking re-appointment at
the 10th (Tenth) AGM of the Company, for another
term of five years commencing from March 8, 2026
to March 7, 2031, on the terms and conditions set
out in the Notice of the Annual General Meeting
forming part of this Annual Report.
Further, Mr. Ho Kiam Kheong is re-designated
as an Additional Non-Executive Director from
Nominee Director in the Board Meeting held on 1st
September, 2025. He sought for seeking to appoint
as a Non-Executive Director of the Company, at the
10th (Tenth) AGM of the Company.
III. COMMITTEES OF THE BOARD:
The Board Committees play a vital role in
strengthening the Corporate Governance practices
of the Company. The Board Committees are set up
by the Board to carry out clearly defined roles which
are aligned with the provisions of the Act and SEBI
LODR Regulations.
The Board has constituted various Committees
to focus on specific areas and make informed
decisions within the authority delegated to each
such Committee. Each Committee of the Board is
guided by its terms of reference, which defines the
scope, powers and composition of the Committee. All
decisions and recommendations of the Committees
are placed before the Board for its information or
approval.
Board Meetings and Procedures:
The Board meets at regular intervals to discuss
and decide on the Company’s business policy
and strategies apart from other normal business
activities. The maximum interval between any
two meetings of the Board did not exceed 120
days during the year. Agenda papers containing
all necessary information/documents are made
available to the Board in advance to enable them
to discharge their responsibilities effectively and
take informed decisions. All necessary information
as specified in the Act, Secretarial Standard -1, was
made available to the Board. Post listing of the equity
shares of the Company on July 17, 2025, compliance
of Regulation 17 of SEBI LODR Regulations, is also
being ensured.
The Company Secretary finalises the agenda for the
Board meetings in consultation with the Chairman,
and the Whole Time Director & Managing Director.
The agenda for committee meetings is circulated
after consultation with the Chairpersons of the
respective committees. The relevant members of
the Management team are invited for discussions
on the Company’s performance at the committee
meetings wherever and whenever required. In
special and exceptional circumstances, additional
item(s) are taken up as ‘any other item’ with the
permission of the Chairperson of the Board /
respective committee(s) and with the consent of
majority of the Board / committee members present
at the meeting.
Board Support:
The Company Secretary is responsible for convening
of the Board and committee meetings along with
preparation of the agenda papers for such meetings
on the requisition of a Director. The Company
Secretary acts as secretary at all the meetings of
the Board and its committees and ensures that the
Board and its committees, function in accordance
with compliance and governance principles.
The Company Secretary also ensures appropriate
recording of minutes of the meetings after
incorporating the comments received from the
members of the Board or respective committees
on the draft minutes, if any, within the timeline as
specified in the Act.
In compliance of the provisions of the Act, the
Company Secretary annually obtains from each
Director, details of the Board and Board’s committees
positions he/she occupies in other companies, and
changes, if any, regarding their directorships and
places the same at the subsequent Board meetings.
Independent Directors:
The Independent Directors of your Company
fulfil the conditions as specified in SEBI LODR
Regulations and the Act and are independent of the
management. None of the Independent Directors of
your Company are related to each other. None of
the Independent Directors of your Company holds
any shares in the Company. Independent Directors
of the Company have confirmed that they are not
aware of the circumstances or situations, which
exist or may be reasonably anticipated, that could
impair or impact their ability to discharge their
duties.
The Independent Directors do not have any material
pecuniary relationship or transactions with the
Company, Promoters or Management, which may
affect their independent judgement in any manner.
In the opinion of the Board, all Independent Director
of your Company fulfil the conditions specified
in the Act and SEBI LODR Regulations and are
independent of the management.
Meeting of Independent Directors:
The Independent Directors of your Company met
without the presence of the Executive Directors
and other Non-Executive Directors or any other
Management
Personnel.
These
Meetings
are
conducted to enable the Independent Directors to
discuss matters pertaining to review of performance
of Executive and Non-Independent Directors and
the Board of Directors as a whole, assess the quality,
quantity, and timeliness of flow of information
between the Company Management and the Board
that is necessary for the Board to perform their
duties effectively. During the year ended March 31,
2025, the Independent Directors met one (1) time
on March 31, 2025.
G. CODE OF CONDUCT
Your Company stands firm in the belief that along
with success comes the increased responsibility
and accountability of being a trustworthy corporate
citizen, committed to upholding the highest
standards of compliance and governance. As
required under Regulation 17 of the SEBI LODR
Regulations, the Company has laid down Code of
Conduct for Directors and Senior Management
Personnel of the Company. The same is available
on the Company’s website and can be accessed at
https://www.smartworksoffice.com/investors/.
All members of the Board and Senior Management
Personnel have affirmed compliance with the ‘Code
of Conduct for Directors and Senior Management
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(b) Changes, if any, in accounting policies and
practices and reasons for the same;
(c) Major
accounting
entries
involving
estimates based on the exercise of
judgment by the management of the
Company;
(d) Significant adjustments made in the
financial statements arising out of audit
findings;
(e) Compliance
with
listing
and
other
legal requirements relating to financial
statements;
(f)
Disclosure
of
any
related
party
transactions; and
(g) modified opinion(s) in the draft audit
report.
(v) Reviewing, with the management, the quarterly,
half-yearly and annual financial statements
before submission to the Board for approval;
(vi) Monitoring the end use of funds raised
through public offers and reviewing, with the
management, the statement of uses/application
of funds raised through an issue (public
issue, rights issue, preferential issue, etc.),
the statement of funds utilised for purposes
other than those stated in the offer document/
prospectus/notice and the report submitted by
the monitoring agency monitoring the utilisation
of proceeds of a public or rights issue, and
making appropriate recommendations to the
Board to take up steps in this matter. This also
includes monitoring the use/ application of the
funds raised through the proposed initial public
offer by the Company;
(vii) Reviewing
and
monitoring
the
auditor’s
independence
and
performance,
and
effectiveness of audit process;
(viii) Formulating
a
policy
on
related
party
transactions, which shall include materiality of
related party transactions and the definition
of material modifications of related party
transactions;
(ix) Approval of any subsequent modifications
of transactions of the Company with related
parties and omnibus approval (in the manner
specified under the SEBI Listing Regulations and
Companies Act) for related party transactions
proposed to be entered into by the Company.
Provided that only those members of the
committee, who are independent directors,
shall approve related party transactions;
Explanation:
The
term
“related
party
transactions” shall have the same meaning as
provided in Regulation 2(1)(zc) of the SEBI Listing
Regulations and/or the applicable Accounting
Standards and/or the Companies Act.
(x) Approval of related party transactions to which
the subsidiary(ies) of the Company is/are a
party, but the Company is not a party, if the
value of such transaction whether entered into
individually or taken together with previous
transactions during a financial year exceeds
10% of the annual consolidated turnover as
per the last audited financial statements of
the Company, subject to such other conditions
prescribed under the SEBI Listing Regulations;
(xi) Review, at least on a quarterly basis, the details
of related party transactions entered into by
the Company pursuant to each of the omnibus
approvals given;
(xii) Scrutiny
of
inter-corporate
loans
and
investments;
(xiii) Valuation of undertakings or assets of the
company, wherever it is necessary;
(xiv) Evaluation of internal financial controls and risk
management systems;
(xv) Reviewing, with the management, performance
of statutory and internal auditors, adequacy of
the internal control systems;
(xvi) Reviewing the adequacy of internal audit
function, if any, including the structure of
the internal audit department, staffing and
seniority of the official heading the department,
reporting structure coverage and frequency of
internal audit;
(xvii) Discussion with internal auditors of any
significant findings and follow up there on;
(xviii) Reviewing
the
findings
of
any
internal
investigations by the internal auditors into
matters where there is suspected fraud or
irregularity or a failure of internal control
systems of a material nature and reporting the
matter to the Board;
(xix) Discussion with statutory auditors before the
audit commences, about the nature and scope
of audit as well as post-audit discussion to
ascertain any area of concern;
As required under Schedule V of the SEBI LODR
Regulations, mandatory disclosure(s) related to the
Committees of the Company are as follows:
1.
Audit Committee:
The Audit Committee was constituted post change
of status of the Company to a Public Limited
Company by your Board through its resolution by
circulation dated July 23, 2024. It is in compliance
with Section 177 of the Act and Regulation 18 of the
SEBI LODR Regulations.
a.
Composition of the Audit Committee:
The composition of the Audit Committee is in
compliance with the provisions of the Section
177 of the Act and Regulation 18 of the SEBI
LODR Regulations. All the Members of the Audit
Committee are Non-Executive Directors, with
Two-thirds of them including the Chairman of the
Committee, being an Independent Director. All the
members of the Committee possess knowledge and
understanding of finance, accounts, and audit. The
Company Secretary acts as the Secretary to the
Committee.
The current constitution of the Audit committee is as follows:
S. No. Name of the Member
Position in the Committee
Designation
1.
Mr. Rajeev Rishi
Chairman
Independent Director
2.
Mr. Virusangulam Kumarasamy Subburaj
Member
Independent Director
3.
Mr. Atul Gautam
Member
Non- Executive Director
The Chief Financial Officer, the General Counsel
and concerned partner / authorised representatives
of the Statutory Auditors and Internal Auditors are
invited to the meetings of the Committee as and
when required.
b.
Brief descriptions of terms of reference of the
Audit Committee:
The Committee’s role and terms of reference are
in compliance with the provisions of the Act and
the SEBI LODR Regulations. The roles and terms of
reference include the following:
The Audit Committee shall have powers, which
should include the following:
(i)
To investigate any activity within its terms of
reference;
(ii) To seek information that it properly requires
from any employee of the Company or any
associate or subsidiary, joint venture Company
in order to perform its duties and all employees
are directed by the Board to co-operate with
any request made by the Committee from such
employees;
(iii) To obtain outside legal or other professional
advice;
(iv) To secure attendance of outsiders with relevant
expertise, if it considers necessary and to seek
their advice, whenever required;
(v) To approve the disclosure of the Key
Performance Indicators to be disclosed in
the documents in relation to the initial public
offering of the equity shares of the Company;
and
(vi) Such powers as may be prescribed under the
Companies Act and SEBI Listing Regulations.
The role of the Audit Committee shall include the
following:
(i)
Oversight of the Company’s financial reporting
process, examination of the financial statement
and the auditors’ report thereon and the
disclosure of its financial information to
ensure that the financial statement is correct,
sufficient, and credible;
(ii) Recommendation to the Board for appointment,
re-appointment and replacement, remuneration
and terms of appointment of auditors of the
Company and the fixation of audit fee;
(iii) Approval of payments to statutory auditors for
any other services rendered by the statutory
auditors of the Company;
(iv) Reviewing, with the management, the annual
financial statements and auditor’s report
thereon before submission to the Board for
approval, with particular reference to:
(a) Matters required to be included in the
Director’s Responsibility Statement to be
included in the Board’s report in terms of
section 134(3)(c) of the Companies Act;
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Composition of the Committee
S.
No.
Dates of the Committee Meetings
Mr. Rajeev
Rishi Chairman
(Independent
Director)
Mr. Virusangulam
Kumarasamy Subburaj
Member (Independent
Director)
Mr. Atul Gautam
Member (Non-
Executive Director)
1.
July 31, 2024
2.
August 11, 2024
3.
December 04, 2024
4.
January 5, 2025
2.
Nomination and Remuneration Committee (“NRC”):
The NRC was constituted post change of status of the Company to a Public Limited Company by your Board
through its resolution by circulation dated July 23, 2024. It is in compliance with Section 178 of the Act, and
Regulation 19 of the SEBI LODR Regulations.
a.
Composition of the NRC:
The composition of the NR Committee is in compliance with the provisions of Section 178 of the Act and Regulation
19 of the SEBI LODR Regulations. All the members of the NRC are Non-Executive Directors, with two-thirds of
them including the Chairperson of the Committee, being Independent Directors.
The Company Secretary acts as the Secretary of the Committee.
The current constitution of the NRC is as follows:
S. No. Name of the Member
Position in the Committee
Designation
1.
Mr. Virusangulam Kumarasamy Subburaj
Chairman
Independent Director
2.
Mr. Rajeev Rishi
Member
Independent Director
3.
Mr. Atul Gautam
Member
Non- Executive Director
b.
Brief descriptions of terms of reference of the
NRC:
The terms of reference of the NRC cover areas as
contemplated under the Act and the SEBI LODR
Regulations, besides other terms as referred
by the Board from time to time. The roles and
responsibilities of the NRC include the following:
a)
Formulation of the criteria for determining
qualifications,
positive
attributes
and
independence of a director and recommend to
the Board a policy, relating to the remuneration
of the directors, key managerial personnel and
other employees;
The NRC, while formulating the above policy,
should ensure that:
(i)
the level and composition of remuneration
be reasonable and sufficient to attract,
retain and motivate directors of the quality
required to run the Company successfully;
(ii) relationship
of
remuneration
to
performance
is
clear
and
meets
appropriate
performance
benchmarks;
and
(iii) remuneration to directors, key managerial
personnel
and
senior
management
involves a balance between fixed and
incentive pay reflecting short and long
term performance objectives appropriate
to the working of the Company and its
goals.
For every appointment of an independent
director, the NRC shall evaluate the balance of
skills, knowledge and experience on the Board
and on the basis of such evaluation, prepare a
description of the role and capabilities required
of an independent director. The person
recommended to the Board for appointment
as an independent director shall have the
capabilities identified in such description. For
the purpose of identifying suitable candidates,
the NRC may:
i.
Use the services of an external agencies,
if required;
(xx) Looking into the reasons for substantial defaults
in the payment to the depositors, debenture
holders, shareholders (in case of non-payment
of declared dividends) and creditors;
(xxi) Reviewing the functioning of the whistle blower
mechanism;
(xxii) Approval of the appointment of the Chief
Financial Officer of the Company (“CFO”)
(i.e., the whole-time finance director or any
other person heading the finance function or
discharging that function) after assessing the
qualifications, experience and background,
etc., of the candidate;
(xxiii) To
formulate,
review
and
make
recommendations to the Board to amend the
Audit Committee’s terms of reference from
time to time;
(xxiv) Overseeing a vigil mechanism established
by the Company, providing for adequate
safeguards against victimisation of employees
and directors who avail of the vigil mechanism
and also provide for direct access to the
Chairperson of the Audit Committee for
directors and employees to report their genuine
concerns or grievances;
(xxv) Reviewing the utilisation of loans and/or
advances from/investment by the Company
in the subsidiary exceeding rupees 100 crore
or 10% of the asset size of the subsidiary,
whichever is lower including existing loans/
advances/ investments;
(xxvi) Considering and commenting on rationale,
cost-benefits and impact of schemes involving
merger, demerger, amalgamation etc., on the
Company and its shareholders;
(xxvii) Carrying out any other function as is
mentioned in the terms of reference of the
Audit Committee; and
(xxviii) Carrying out any other functions and roles
as provided under the Companies Act, the
SEBI Listing Regulations, each as amended
and other applicable laws or by any regulatory
authority and performing such other functions
as may be necessary or appropriate for the
performance of its duties.
The Audit Committee shall mandatorily review the
following information:
(i)
Management
discussion
and
analysis
of
financial condition and results of operations;
(ii) Management letters/letters of internal control
weaknesses issued by the statutory auditors of
the Company;
(iii) Internal audit reports relating to internal control
weaknesses;
(iv) Review of financial statements, specifically, for
investments made by any unlisted subsidiary;
(v) The appointment, removal and terms of
remuneration of the chief internal auditor shall
be subject to review by the Audit Committee;
(vi) Statement of deviations:
(i)
quarterly
statement
of
deviation(s)
including report of monitoring agency, if
applicable, submitted to stock exchange(s)
in terms of Regulation 32(1) of the SEBI
Listing Regulations; and
(ii) annual statement of funds utilised for
purposes other than those stated in the
offer
document/prospectus/notice
in
terms of Regulation 32(7) of the SEBI
Listing Regulations.”
(vii) To carry out such other functions as may
be specifically referred to the Committee
by the Board of Directors and/or other
Committees of Directors of the Company;
and
(viii) To make available its terms of reference
and review periodically those terms of
reference and its own effectiveness and
recommend any necessary changes to the
Board.
c.
Meetings and their attendance during the year:
During the Financial Year ended March 31, 2025,
the Committee met four (04) times on the following
dates and the time gap between any two meetings
was not more than 120 days.
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a)
permissible sources of financing for buy-
back;
b)
any minimum financial thresholds to be
maintained by the Company as per its last
financial statements; and
c)
limits upon quantum of specified securities
that the Company may buy-back in a
financial year.
(xvi) Formulating
and
implementing
the
procedure for making a fair and reasonable
adjustment to the number of options and
to the exercise price in case of corporate
actions such as rights issues, bonus
issues, merger, sale of division and others.
In this regard following shall be taken into
consideration:
a)
The number and the price of stock
option shall be adjusted in a manner
such that total value of the option to
the employee remains the same after
the corporate action;
b)
For this purpose, global best practices
in this area including the procedures
followed by the derivative markets in
India and abroad may be considered;
and
c)
The vesting period and the life of the
option shall be left unaltered as far as
possible to protect the rights of the
employee who is granted such option.
l)
Construing and interpreting the ESOP Scheme
and any agreements defining the rights and
obligations of the Company and eligible
employees under the ESOP Scheme, and
prescribing, amending and/or rescinding rules
and regulations relating to the administration of
the ESOP Scheme;
m) Framing suitable policies, procedures and
systems to ensure that there is no violation of
securities laws, as amended from time to time,
including:
i.
The Securities and Exchange Board of
India (Prohibition of Insider Trading)
Regulations, 2015, as amended;
ii.
The Securities and Exchange Board of
India (Prohibition of Fraudulent and Unfair
Trade Practices Relating to the Securities
Market) Regulations, 2003, as amended;
and
iii.
SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 by the
Company and its employees, as applicable.
n)
Performing such other activities as may be
delegated by the Board and/or are statutorily
prescribed under any law to be attended to by
the NRC; and
o)
Such terms of reference as may be prescribed
under the Companies Act, SEBI Listing
Regulations and other applicable laws or by any
regulatory authority and performing such other
functions as may be necessary or appropriate
for the performance of its duties.”
c.
Meetings and their attendance during the year:
During the year, the NRC met one (01) time on the following date:
Composition of the Committee
S.
No.
Dates of the
Committee
Meetings
Mr. Virusangulam Kumarasamy
Subburaj Chairman (Non- Executive
and Independent Director)
Mr. Rajeev Rishi
Member (Non- Executive,
Independent Director)
Mr. Atul Gautam
Member (Non-
Executive Director)
1.
July 31, 2024
d.
Performance evaluation criteria for independent
directors:
The Nomination and Remuneration Policy of the
Company lays down the criteria of appointment and
remuneration of Directors/Key Managerial Personnel
including criteria for determining qualification,
positive attributes, independence of Directors,
criteria for performance evaluation of Executive and
Non-executive Directors (including Independent
Directors) and other matters as prescribed under
the provisions of the Act and the SEBI LODR
Regulations.
In
evaluating
the
performance
of
individual
Directors, criteria such as knowledge, participation
and attendance at meetings, maintenance of high
standard of ethics, integrity and confidentiality
ii.
Consider candidates from a wide range
of backgrounds, having due regard to
diversity; and
iii.
Consider the time commitments of the
candidates.
b)
Formulation of criteria for evaluation of
performance of independent directors and the
Board;
c)
Devising a policy on Board diversity;
d)
Identifying persons who are qualified to
become directors of the Company and who
may be appointed as senior management in
accordance with the criteria laid down and
recommend to the Board their appointment
and removal;
e)
Analyzing, monitoring and reviewing various
human resource and compensation matters;
f)
Determining the Company’s policy on specific
remuneration packages for executive directors
including pension rights and any compensation
payment,
and
determining
remuneration
packages of such directors;
g)
Recommending the remuneration, in whatever
form, payable to the senior management
personnel
and
other
staff
(as
deemed
necessary);
h)
Reviewing
and
approving
compensation
strategy from time to time in the context of the
then current Indian market in accordance with
applicable laws;
i)
Determining whether to extend or continue
the term of appointment of the independent
director, on the basis of the report of
performance
evaluation
of
independent
directors;
j)
Perform such functions as are required to be
performed by the compensation committee
under the Securities and Exchange Board of
India (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021;
k)
Administering, monitoring and formulating the
employee stock option scheme/plan approved
by the Board and shareholders of the Company
in accordance with the applicable laws:
(i)
Determining the eligibility of employees to
participate under the ESOP Scheme;
(ii) Determining the quantum of option to
be granted under the ESOP Scheme per
employee and in aggregate;
(iii) Date of grant;
(iv) Determining the exercise price of the
option under the ESOP Scheme;
(v) The conditions under which option may
vest in employee and may lapse in case of
termination of employment for misconduct;
(vi) The exercise period within which the
employee should exercise the option
and that option would lapse on failure to
exercise the option within the exercise
period;
(vii) The specified time period within which the
employee shall exercise the vested option
in the event of termination or resignation
of an employee;
(viii) The right of an employee to exercise all
the options vested in him at one time or at
various points of time within the exercise
period;
(ix) Re-pricing of the options which are not
exercised, whether or not they have
been vested if stock option rendered
unattractive due to fall in the market price
of the equity shares;
(x) The grant, vest and exercise of option in
case of employees who are on long leave;
(xi) Allow exercise of unvested options on
such terms and conditions as it may deem
fit;
(xii) Formulate the procedure for funding the
exercise of options;
(xiii) The procedure for cashless exercise of
options;
(xiv) Forfeiture/ cancellation of options granted;
(xv) Formulate the procedure for buy-back
of specified securities issued under the
Securities and Exchange Board of India
(Share Based Employee Benefits and
Sweat Equity) Regulations, 2021, if to be
undertaken at any time by the Company,
and the applicable terms and conditions,
including:
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g)
Considering and specifically looking into various
aspects of interest of shareholders, debenture
holders or holders of any other securities;
h)
Formulation of procedures in line with the
statutory guidelines to ensure speedy disposal
of various requests received from shareholders
from time to time;
i)
To further delegate all or any of the power to any
other employee(s), officer(s), representative(s),
consultant(s), professional(s) or agent(s);
j)
To authorise affixation of common seal of the
Company; and
k)
Carrying out such other functions as may be
specified by the Board from time to time or
specified/provided under the Companies Act
or SEBI Listing Regulations, or by any other
regulatory authority.
c.
Meetings and their attendance during the year:
No meeting of the members of SRC was held during
the FY 2024-25.
d.
Name and designation of the compliance officer
is Mrs. Punam Dargar, Company Secretary and
Compliance Officer the dedicated e-mail Id for
redressal of investors grievances is investor_
relations@sworks.co.in.
e.
Details of Shareholders’ Complaints Received, Solved and Pending during Financial Year 2024-25:
Resolution Status
Shareholders Complaints
received during FY 2024-25
Number of
complaints resolved
Number of complaints not
resolved to the satisfaction of
Complaints shareholders
Number of pending
Complaints
Nil
Nil
Nil
Nil
The above table includes complaints received from SEBI SCORES by the Company.
4.
Risk Management Committee:
The Risk Management Committee was constituted post change of status of the Company to a Public Limited
Company by your Board through its resolution by circulation dated July 23, 2024. The Risk Management
Committee is in compliance with Regulation 21 of the SEBI LODR Regulations.
a.
Composition of the Risk Management Committee (“RMC”):
The constitution of RMC is in compliance with Regulation 21 of the SEBI LODR Regulations. The Company
Secretary acts as the Secretary of the Committee.
The current constitution of the RMC is as follows:
S. No.
Name of the Member
Position in the Committee
Designation
1.
Mr. Rajeev Rishi
Chairman
Independent Director
2.
Mr. Harsh Binani
Member
Whole Time Director
2.
Mr. Neetish Sarda
Member
Managing Director
The scope and function of the RMC is in accordance
with Regulation 21 of the SEBI Listing Regulations.
b.
Brief descriptions of terms of reference of the
RMC:
The roles and responsibilities of the RMC are as
prescribed under the SEBI LODR Regulations, which
include the following:
(i)
To formulate a detailed risk management policy
which shall include:
a)
framework for identification of internal
and external risks specifically faced by the
Company, in particular including financial,
operational,
sectoral,
sustainability
(particularly,
Environmental,
Social
and Governance (ESG) related risks),
information, cyber security risks or any
other risk as may be determined by the
Committee;
b)
Measures for risk mitigation including
systems and processes for internal control
of identified risks; and
c)
Business continuity plan.
and decision-making ability were taken into
consideration.
For further details on the Board evaluation, please
refer to the relevant para given in Board’s Report.
e.
Remuneration Policy:
The Company had adopted the Nomination and
Remuneration Policy (Policy) in compliance with
Section 178 of the Act and Regulation 19(4) read with
Part D of Schedule II to the SEBI LODR Regulations,
for identification, selection and appointment of
Directors, Key Managerial Personnel (KMPs) and
Senior Management Personnel (SMPs) of the
Company. The Policy lays down the process and
parameters for the appointment and remuneration of
the KMPs and other senior management personnel
and the criteria for determining qualifications, highest
level of personal and professional ethics, positive
attributes, financial literacy, and independence of a
Director.
As per the requirements of the Act and the SEBI
LODR Regulations, the Policy is available on the
Investor Relations section of the Company’s website
at https://www.smartworksoffice.com/investors/.
3.
Stakeholders’
Relationship
Committee
(“SRC”):
The SRC was constituted post change of status of
the Company to a Public Limited Company by your
Board through its resolution by circulation dated
July 23, 2024. It is in compliance with Section 178
of the Act and Regulation 20 of the SEBI LODR
Regulations.
a.
Composition of the SRC:
The composition of the Committee is in accordance
with the provisions of the Section 178(5) of the Act
and Regulation 20 of the SEBI LODR Regulations.
The Company Secretary acts as the Secretary of
the Committee.
The current constitution of the SRC is as follows:
S. No. Name of the Member
Position in the Committee
Designation
1.
Mr. Atul Gautam
Chairman
Chairman and Non- Executive Director
2.
Mr. Virusangulam
Kumarasamy Subburaj
Member
Independent Director
3.
Mr. Harsh Binani
Member
Whole Time Director
4.
Mr. Ho Kiam Kheong
Member
Non-Executive Director
b.
Brief descriptions of terms of reference of the
SRC:
The roles and responsibilities of the SRC are as
prescribed under the Act and the SEBI LODR
Regulations, which include the following:
a)
Redressal of all security holders’ and investors’
grievances such as complaints related to
transfer/transmission of shares, including non-
receipt of share certificates and review of
cases for refusal of transfer/transmission of
shares and debentures, non-receipt of balance
sheet, non-receipt of declared dividends, non-
receipt of annual reports, general meetings
etc., and assisting with quarterly reporting of
such complaints;
b)
Reviewing of measures taken for effective
exercise of voting rights by shareholders;
c)
Investigating complaints relating to allotment
of shares, approval of transfer or transmission
of shares, debentures or any other securities;
d)
Giving effect to all allotments, transfer/
transmission
of
shares
and
debentures,
dematerialisation
of
shares
and
re-
materialisation of shares, split and issue of
duplicate/consolidated/new share certificates,
compliance with all the requirements related to
shares, debentures and other securities from
time to time;
e)
Reviewing the measures and initiatives taken
by the Company for reducing the quantum
of unclaimed dividends and ensuring timely
receipt of dividend warrants/annual reports/
statutory notices by the shareholders of the
Company;
f)
Reviewing the adherence to the service
standards by the Company with respect to
various services rendered by the registrar
and transfer agent of the Company and to
recommend measures for overall improvement
in the quality of investor services;
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The CSR Policy adopted by the Company is uploaded on the Investor Relations section of Company’s website at
https://www.smartworksoffice.com/investors/.
c.
Meetings and their attendance during the year:
During the year, the CSR Committee met two (02) times on the following dates:
Composition of the Committee
S.
No.
Dates of the
Committee
Meetings
Mr. Neetish Sarda
Chairman (Managing
Director)
Mr. Virusangulam Kumarasamy
Subburaj Member
(Independent Director)
Mr. Harsh Binani
Member (Whole Time
Director)
1.
July 31, 2024
2.
March 21, 2025
6.
Initial Public Offer Committee (“IPO Committee”):
The IPO Committee was constituted by your Board in its meeting held on July 31, 2024.
a.
Composition of the IPO Committee:
As on March 31, 2025, the constitution of the IPO committee was as follows:
S. No.
Name of the Member
Position in the Committee
Designation
1.
Mr. Harsh Binani
Chairman
Whole Time Director
2.
Mr. Neetish Sarda
Member
Managing Director
3.
Mr. Ho Kiam Kheong
Member
Nominee Director (Non-Executive)
4.
Mr. Atul Gautam
Member
Chairman and Non- Executive Director
b.
Terms of Reference of the IPO Committee:
The roles and responsibilities of the IPO Committee
includes the following:
To undertake such deeds and actions as may
be required for the IPO, including negotiating,
finalizing and executing all such documentation and
agreements as may be necessary and appropriate,
including, without limitation, the following acts in
relation to the Offer as permitted under applicable
law:
(a) To take on record the number of Equity
Shares proposed to be offered by the Selling
Shareholder(s);
(b) To decide, negotiate and finalize, in consultation
with the book running lead manager(s)
appointed in relation to the Offer (“BRLMs”),
on the size, timing (including opening and
closing dates), pricing and all the terms and
conditions of the Offer and transfer of the
Equity Shares pursuant to the Offer, including
without limitation the number of the Equity
Shares to be issued or offered pursuant to the
Offer (including any reservation, green shoe
option and any rounding off in the event of
any oversubscription), price and any discount
as allowed under applicable laws that may be
fixed, price band, allocation/allotment to eligible
persons pursuant to the Offer, including any
anchor investors, any rounding off in the event
of any oversubscription, to permit existing
shareholders to sell any Equity Shares held
by them, determined in accordance with the
applicable law, and to accept any amendments,
modifications, variations or alterations thereto;
(c) To appoint, instruct and enter into arrangements
with the BRLMs and in consultation with
BRLMs, appoint and enter into agreements with
intermediaries, including underwriters to the
Offer, syndicate members to the Offer, brokers,
escrow collection banks, bankers to the Offer,
sponsor bank, auditors, independent chartered
accountants, industry expert, depositories,
custodians, registrar to the Offer, legal
advisors, advertising agency(ies), printers and
any other agencies or persons or intermediaries
(including any replacements thereof) to the
Offer whose appointment is required in relation
to the Offer and to negotiate and finalise the
terms of their appointment, including but not
limited to execution of the engagement letter
with the BRLMs, negotiation, finalisation and
execution of the offer agreement with the
BRLMs and Selling Shareholders, etc and the
underwriting agreement with the underwriters,
syndicate
agreement,
cash
escrow
and
sponsor
bank
agreement,
share
escrow
(ii) To approve major decisions affecting the
risk profile or exposure and give appropriate
directions;
(iii) To consider the effectiveness of decision
making process in crisis and emergency
situations;
(iv) To balance risks and opportunities;
(v) To generally assist the Board in the execution
of its responsibility for the governance of risk;
(vi) To ensure that appropriate methodology,
processes and systems are in place to monitor
and evaluate risks associated with the business
of the Company;
(vii) To review and recommend potential risk
involved in any new business plans and
processes;
(viii) To
review
the
Company’s
risk-reward
performance to align with the Company’s
overall policy objectives;
(ix) To monitor and oversee implementation of the
risk management policy, including evaluating
the adequacy of risk management systems;
(x) To periodically review the risk management
policy, at least once in two years, including by
considering the changing industry dynamics
and evolving complexity;
(xi) To keep the board of directors informed about
the nature and content of its discussions,
recommendations and actions to be taken;
(xii) The appointment, removal and terms of
remuneration of the Chief Risk Officer shall be
subject to review by the RMC.
(xiii) To seek information from any employee, obtain
outside legal or other professional advice and
secure attendance of outsiders with relevant
expertise, if it considers necessary.
(xiv) Laying down risk assessment and minimization
procedures and the procedures to inform Board
of the same;
(xv) Framing,
implementing,
reviewing
and
monitoring the risk management plan for the
Company and such other functions, including
cyber security; and
(xvi) Performing such other activities as may be
delegated by the Board and/or are statutorily
prescribed under any law to be attended to
by the RMC or by any regulatory authority and
performing such other functions as may be
necessary or appropriate for the performance
of its duties.
c.
Meetings and their attendance during the year:
No meeting of the Members of the RMC was held
during the FY 2024-25.
5.
Corporate Social Responsibility Committee
(“CSR Committee”):
The CSR Committee was constituted post change of
status of the Company to a Public Limited Company
by Board through its resolution by circulation dated
July 23, 2024.
a.
Composition of the CSR Committee:
The composition of the CSR Committee is in
compliance with the provisions of Section 135 of the
Act.
The Company Secretary acts as the Secretary of
the Committee.
The current constitution of the CSR Committee is as follows:
S. No.
Name of the Member
Position in the Committee
Designation
1.
Mr. Neetish Sarda
Chairman
Managing Director
2.
Mr. Virusangulam Kumarasamy Subburaj
Member
Independent Director
3.
Mr. Harsh Binani
Member
Whole Time Director
b.
Brief descriptions of terms of reference of the CSR Committee:
The roles and responsibilities of the CSR Committee include the following:
(a) Formulating and recommending to the Board, a Corporate Social Responsibility Policy which shall indicate
the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013.
(b) Recommending the amount of expenditure to be incurred on the activities referred to in clause (a) and
preparation of Annual Action Plan.
(c) Monitoring the Corporate Social Responsibility Policy of the Company from time to time.
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(m) To decide the total number of Equity Shares to
be reserved for allocation to eligible categories
of investors, if any;
(n) To seek, if required, the consent and
waivers of the lenders to the Company and
its subsidiaries, as applicable, parties with
whom the Company has entered into various
commercial and other agreements including,
without limitation, industry data providers,
customers, suppliers, strategic partners of
the Company, all concerned government and
regulatory authorities in India or outside India,
and any other consents that may be required in
relation to the Offer or any actions connected
therewith;
(o) To open and operate bank account(s) of
the Company in terms of the cash escrow
and sponsor bank agreement for handling of
refunds for the Offer and to authorise one or
more officers of the Company to execute all
documents/deeds as may be necessary in this
regard;
(p) To determine the amount, the number of Equity
Shares, terms of the issue of the equity shares,
the categories of investors for the Pre-IPO
Placement, if any including the execution of
the relevant documents with the investors, in
consultation with the BRLMs, and rounding off,
if any, in the event of oversubscription and in
accordance with Applicable Laws;
(q) To determine and finalise the bid opening and
bid closing dates (including bid opening and bid
closing dates for anchor investors), the floor
price/price band for the Offer (including offer
price for anchor investors), approve the basis
of allotment and confirm allocation/allotment
of the equity shares to various categories of
persons as disclosed in the DRHP, RHP and
Prospectus, in consultation with the BRLMs)
and do all such acts and things as may be
necessary and expedient for, and incidental and
ancillary to the Offer including any alteration,
addition or making any variation in relation to
the Offer;
(r)
All actions as may be necessary in connection
with the Offer, including extending the Bid/
Offer period, revision of the price band, allow
revision of the Offer portion in case any Selling
Shareholder decides to revise it, in accordance
with the Applicable Laws;
(s) To do all such acts, deeds, matters and
things and execute all such other documents,
etc., as it may, in its absolute discretion,
deem necessary or desirable for the Offer, in
consultation with the BRLMs, including without
limitation, determining the anchor investor
portion and allocation to anchor investors,
finalising the basis of allocation and allotment
of Equity Shares to the successful allottees and
credit of Equity Shares to the demat accounts
of the successful allottees in accordance with
Applicable Laws;
(t)
To
issue
receipts/allotment
letters/
confirmations of allotment notes either in
physical or electronic mode representing the
underlying Equity Shares and to provide for the
tradability and free transferability thereof as
per market practices and regulations, including
listing on one or more stock exchange(s), with
power to authorise one or more officers of the
Company to sign all or any of the aforestated
documents;
(u) To make applications to the Stock Exchanges
for in-principle and final approval for listing of
its equity shares and to execute and to deliver
or arrange the delivery and file such papers
and documents with the Stock Exchanges,
including a copy of the DRHP filed with the
Securities Exchange Board of India, as may be
required for the purpose;
(v) To make applications for listing of the
Equity Shares on one or more recognised
stock exchange(s) and to execute and to
deliver or arrange the delivery of necessary
documentation
to
the
concerned
stock
exchange(s) and to take all such other
actions as may be necessary in connection
with obtaining such listing, including, without
limitation, entering into the listing agreements;
(w) To do all such deeds and acts as may be
required to dematerialise the Equity Shares
of the Company and to sign and/or modify,
as the case may be, agreements and/or such
other documents as may be required with
National Securities Depository Limited, Central
Depository Services (India) Limited, registrar
and transfer agents and such other agencies,
as may be required in this connection with
power to authorise one or more officers of
the Company to execute all or any of the
aforetasted documents;
(x) To authorise and approve, in consultation with
the BRLMs, the incurring of expenditure and
payment of fees, commissions, brokerage,
remuneration and reimbursement of expenses
in connection with the Offer;
agreement, agreements with the registrar
to the Offer and the advertising agency(ies)
and all other agreements, documents, deeds,
memorandum of understanding, engagement
letters and other instruments whatsoever, any
amendment(s) or addenda thereto or other
instruments for such purpose, to remunerate
all such intermediaries/agencies including the
payments of commissions, brokerages, etc. and
to terminate any agreements or arrangements
with such intermediaries/ agents;
(d) To
negotiate,
finalise,
settle,
execute,
terminate, amend and, deliver or arrange the
delivery of the offer agreement, syndicate
agreement, monitoring agency agreement,
cash escrow and sponsor bank agreement,
underwriting
agreement,
share
escrow
agreement, agreements with the registrar
to the Offer and the advertising agency(ies)
and all other documents, deeds, agreements,
memorandum of understanding and other
instruments whatsoever with the registrar
to the Offer, legal advisors, auditors, stock
exchange(s), BRLMs and any other agencies/
intermediaries in connection with the Offer with
the power to authorise one or more officers of
the Company to negotiate, execute and deliver
all or any of the aforesaid documents;
(e) To approve the relevant restated consolidated
financial statements to be issued in connection
with the Offer;
(f)
To finalise, settle, approve and adopt, deliver
and arrange for, in consultation with the
BRLMs, submission of the DRHP, the RHP,
the Prospectus, the abridged prospectus
(including amending, varying or modifying
the same, as may be considered desirable or
expedient), confirmation of allocation notes
and application forms, the preliminary and
final international wrap and any amendments,
supplements, notices, addenda or corrigenda
thereto, for the Offer and take all such actions
in consultation with the BRLMs as may be
necessary for the submission and filing of
these documents including incorporating such
alterations/corrections/ modifications as may
be required by SEBI, RoC, or any other relevant
governmental and statutory authorities;
(g) To make applications to, seek clarifications and
obtain approvals and seek exemptions from, if
necessary, the Stock Exchanges, the Reserve
Bank India, SEBI, RoC or any other statutory or
governmental authorities in connection with
the Offer as required by applicable law, and to
accept, on behalf of the Board, such conditions
and modifications as may be prescribed
or imposed by any of them while granting
such
approvals,
exemptions,
permissions
and sanctions and, wherever necessary,
incorporate such modifications / amendments
/ alterations / corrections as may be required in
the DRHP, RHP and Prospectus;
(h) To
approve
any
corporate
governance
requirements, code of conduct for the Board,
officers and other employees of the Company
that may be considered necessary by the
Board or the IPO Committee or as may be
required under the Applicable Laws or the
listing agreement to be entered into by the
Company with the Stock Exchanges;
(i)
To finalize and arrange for the submission of
the DRHP to be submitted to SEBI and the
Stock Exchanges for receiving comments,
the RHP and the Prospectus (including
amending, varying or modifying the same, as
may be considered desirable or expedient)
to be filed with the RoC, the preliminary and
final international wrap and any corrigendum,
amendments and supplements thereto;
(j)
To
undertake
as
appropriate
such
communication with the Selling Shareholders
as required under applicable laws, including
inviting the existing shareholders of the
Company to participate in the Offer by making
an offer for sale in relation to such number of
Equity Shares held by them as may be deemed
appropriate, and which are eligible for the offer
for sale in accordance with the Securities and
Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018,
as amended (the “SEBI ICDR Regulations”),
and taking all actions as may be necessary
or authorised in connection with any offer for
sale;
(k) To take all actions as may be necessary and
authorised in connection with the Offer for Sale
and to approve and take on record the approval
and intention of the Selling Shareholder(s) for
offering their Equity Shares in the Offer for Sale
and the transfer of Equity Shares in the Offer
for Sale;
(l)
To issue notices or advertisements in such
newspapers and other media as it may deem
fit and proper in consultation with the relevant
intermediaries appointed for the Offer and in
accordance with the SEBI ICDR Regulations,
Companies Act, 2013, as amended and other
applicable laws;
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IV. PARTICULARS OF SENIOR MANAGEMENT INCLUDING THE CHANGES THEREIN SINCE THE
CLOSE OF THE PREVIOUS FINACIAL YEAR:
Your Company is having following officers in Senior Management position (as defined under Regulation 16 of the SEBI
LODR Regulations)
S.
No.
Name
Designation
Date of Joining
Date of
Resignation
1.
Punam Dargar
*Company Secretary and Compliance Officer
January 7, 2020
-
2.
Sahil Jain
Chief Financial Officer
June 6, 2022
-
3.
Pratik Ravindra Agarwal
Chief Business Officer
December 01, 2016
-
4.
Prashant Hakim
Chief Operating Officer
November 1, 2018
-
5.
Anirudh Tapuriah
Chief of Strategy and Investor Relations
April 27, 2021
-
6.
Gokul Nolambur Rajasekar
Group Chief Technology Officer
March 2, 2022
-
7.
Kalpana Devnani
**Chief Human Resources Officer
May 15, 2024
-
*Mrs. Punam Dargar was designated as Compliance Officer w.e.f. July 31, 2024.
** Mrs. Kalpana Devnani was appointed as Chief Human Resources Officer w.e.f. May 15, 2024
V. APPOINTMENT, REMUNERATION & PERFORMANCE EVALUATION OF DIRECTORS:
1.
The Policy for selection and appointment / re-appointment of Directors, Determining Remuneration of Executive,
Non-Executive Directors and Senior Management Personnel of the Company is available in Company’s website
https://www.smartworksoffice.com/investors/.
A.
Remuneration of Executive Directors & Non-Executive Directors during the Financial Year 2024-25:
S.
No.
Name of the
Director
Designation
Remuneration (In INR Millions)
Basic
Salary
House Rent
Allowance
Special
Allowance
Statutory/
Annual Bonus
Sitting
Fees
Total
1.
Mr. Neetish
Sarda
Managing Director
7.82
3.13
4.13
0.51
-
15.58 $
2.
Mr. Harsh Binani
Whole-Time
Director
7.82
3.13
4.13
0.51
-
15.58 $
3.
Mr. Virusangulam
Kumarasamy
Subburaj
Non-Executive
Independent
Director
-
-
-
-
0.50
0.50
4.
Mr. Kiam Kheong
Ho
Non-Executive
Independent
Director
-
-
-
-
-
-
5.
Mr. Rajeev Rishi
Non-Executive
Independent
Director
-
-
-
-
0.50
0.50
6.
Mrs. Pushpa
Mishra
Non-Executive
Independent
Director
-
-
-
-
0.28
0.28
7.
Mr. Atul Gautam*
Non-Executive
Non-Independent
Director
-
-
-
-
-
-
* Paid INR 2.31 Million as Consultancy fees in Professional capacity.
$ Variable amount of INR 2.5 Millions is payable as on 31st March, 2025.
The appointment of the Executive Directors of the company is governed by the resolutions passed by the
Nomination and Remuneration Committee, the Board of Directors, and the Shareholders of the Company. The
Company does not pay any severance fees to the Directors. The notice period are governed by the applicable
policies at the relevant point in time.
(y) To
authorise
and
approve
notices,
advertisements in relation to the Offer in
consultation with the relevant intermediaries
appointed for the Offer in accordance with
the Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements)
Regulations, 2018, as amended (“SEBI ICDR
Regulations”),
Companies
Act,
2013,
as
amended and other applicable laws;
(z) To settle any question, difficulty or doubt that
may arise in connection with the Offer including
the issue and allotment of the Equity Shares
as aforesaid in consultation with the BRLMs
and to further delegate the powers conferred
hereunder subject to such restrictions and
limitations as it may deem fit and in the interest
of the Company and to the extent allowed
under applicable laws and to do all such
acts and deeds in connection therewith and
incidental thereto, as the Committee may in its
absolute discretion deem fit;
(aa) To execute and deliver and/or to authorise and
empower officers of the Company (each, an
“Authorised Officer”) for and on behalf of the
Company to execute and deliver, any and all
other documents or instruments and doing or
causing to be done any and all acts or things as
the IPO Committee and/or Authorised Officer
may deem necessary, appropriate or advisable
in order to carry out the purposes and intent
of the foregoing or in connection with the
Offer and any documents or instruments so
executed and delivered or acts and things done
or caused to be done by the IPO Committee
and/or Authorised Officer shall be conclusive
evidence of the authority of the IPO Committee
and/or Authorised Officer and Company in so
doing.
(bb) To withdraw the DRHP or the RHP or not
to proceed with the Offer at any stage, if
considered
necessary
and
expedient,
in
accordance with Applicable Laws.
(cc) To submit undertakings/certificates or provide
clarifications to the Securities Exchange Board
of India and the Stock Exchanges where the
Equity Shares of the Company are proposed to
be listed.
(dd) To delegate any of its powers set out
hereinabove, as may be deemed necessary
and permissible under Applicable Laws to the
officials of the Company.
(ee) To take all other actions as may be necessary
in connection with the Offer.
c.
Meetings and their attendance during the year:
During the year, the IPO Committee met two (02)
times on the following dates:
Composition of the Committee
S.
No.
Dates of the Committee Meetings
Mr. Harsh
Binani
Mr. Neetish
Sarda
Mr. Ho Kiam
Kheong
Mr. Atul
Gautam
1.
August 06, 2024
2.
August 13, 2024
As on date, the IPO Committee stands dissolved vide resolution passed by the Board of Directors in its meeting
held on August 12, 2025.
7.
Executive Committee:
Post March 31, 2025, the Board has constituted an Executive Committee to oversee and manage the day-to-day
affairs of the Company, in line with the authority delegated by the Board. The Committee functions within the
framework prescribed by the Board.
As on this report, the following is the Constitution of the Committee:
S. No.
Name of the Member
Position in the Committee
Designation
1.
Mr. Neetish Sarda
Chairman
Managing Director
2.
Mr. Harsh Binani
Member
Whole Time Director
3.
Mr. Sahil Jain
Member
Chief Financial Officer
4.
Mr. Pratik Ravindra Agarwal
Member
Chief Business Officer
Smartworks Coworking Spaces Limited
Smartworks Coworking Spaces Limited
118
119
Corporate Overview
Statutory Reports
Financial Statements
Annual Report 2024-25
A.
Quarterly results:
The shares of your Company were listed on July
17, 2025, on Stock Exchanges consequent upon
which all steps are being taken for communications
with the shareholders / investors. The Unaudited
Standalone and Consolidated Financial Results for
the quarter ended June 30, 2025 were disseminated
through the website of Stock Exchanges and were
also uploaded on the website of your Company at
https://www.smartworksoffice.com/investors/
B.
Publication in Newspapers
The Unaudited Standalone and Consolidated
Financial Results for the quarter ended June
30, 2025 were published in leading newspapers
namely Financial Express (All Editions) - English and
Jansatta (Delhi Edition) - Hindi.
C.
Website:
The Company’s Website provide a comprehensive
reference on its leadership, management, vision,
policies, corporate governance, sustainability and
investor relations. The Member can access the
details of the Board, the Committees, Policies,
financial
information,
statutory
filings
and
shareholding information on the Company’s website
at https://www.smartworksoffice.com/investors/.
The Company maintains a functional website with a
separate section on ‘Investor’ and disseminates all
comprehensive information required to be uploaded
including information under Regulation 46 of the SEBI
LODR Regulations on the website of the Company.
D.
News Releases, Presentations:
Official news and media releases are sent to
the Stock Exchanges at which the shares of the
Company are listed and are also uploaded on the
Investor section of the Company’s website at
https://www.smartworksoffice.com/investors/.
E.
Presentations to Institutional Investors/ Analysts:
Presentations on the performance of the Company
are placed on the Investor Section of the website
of the Company at https://www.smartworksoffice.
com/investors/ for the benefit of institutional
investors, analysts and other Members immediately
after communicating to the Stock Exchanges.
VIII. GENERAL SHAREHOLDER INFORMATION:
a.
Annual General Meeting:
Day, Date
and Time
Monday, 29th September, 2025 at
3.30 p.m. (IST)
Deemed
Venue
Unit No. 305-310, Plot No. 9,10 &
11, Vardhman Trade Centre, Nehru
Place, South Delhi – 110 019.
Record Date 22nd September 2025
b.
Financial Year:
The financial year of the Company starts from the
01st day of April and ends on the 31st day of March
of next year. Accordingly, this report covers the
period from April 1, 2024, to March 31, 2025.
c.
Dividend Payment date:
The Board of Directors of your Company have not
declared any dividend for the financial year 2024-
25.
d.
Name and Address of each Stock exchange(s) at
which the listed entity’s securities are listed and a
confirmation about payment of annual listing fees
to each of such stock exchanges:
S.
No.
Name and Address of the Stock Exchange
1
National Stock Exchange of India Limited
(“NSE”)
Exchange Plaza, C-1 Block G, Bandra Kurla
Complex Bandra [E], Mumbai – 400051
2
BSE Limited (“BSE”)
Corporate Relationship Department Phiroze
Jeejeebhoy Towers, Dalal Street, Fort,
Mumbai - 400 001
The Equity Shares of your Company are listed on the
National Stock Exchange of India Limited (“NSE”)
and BSE Limited (“BSE”) w.e.f. July 17, 2025.
The annual listing fees for the FY 2025-26 have
been paid to the respective Stock Exchanges.
e.
Corporate Identity Number (CIN) of the Company:
L74900DL2015PLC310656
f.
The International Securities Identification Number
allotted to the Company’s shares for NSDL and
CDSL:
INE0NAZ01010
g.
In case the securities are suspended from trading,
the directors report shall explain the reason
thereof:
Not Applicable, as the Equity shares of the Company
were listed on NSE and BSE w.e.f. July 17, 2025.
h.
Registrar to an Issue and Share Transfer Agent
(RTA):
CB Management Services Private Limited is the
Registrar & Share Transfer Agent of the Company.
Investors should address their correspondence
to the Registrar & Share Transfer Agent of the
Company at the address mentioned herein below:
VI. GENERAL BODY MEETINGS
a.
Details regarding the Annual General Meetings (“AGMs”) held during the last three financial years and special
resolutions passed at those meetings are as follows:
Financial
Year
Date and Time
Location
Special Resolutions passed
2023-24
August 3, 2024 at
2:05 P.M. (IST)
Golf View Tower,
Tower – B, Sector
42, Gurugram,
Haryana – 122002
1. To approve raising of capital through an Initial Public
Offering of Equity Shares of the company through a
fresh Issue and an offer for sale of equity shares of
the company (“IPO”);
2. To consider and approve increase in investment
limits for Non-resident Indian or overseas citizen of
India in the share Capital of the company;
3. To approve the revised remuneration of Mr. Neetish
Sarda (DIN: 07262894), Managing Director of the
Company;
4. To approve the revised remuneration of Mr. Harsh
Binani (DIN: 07717396), Whole Time Director of the
Company;
5. To consider and approve amended ESOP Scheme
of the Company;
6. To consider and approve borrowing limit u/s 180(1)
(c) of Companies Act, 2013;
7. To approve charge /disposal limit u/s 180(1)(a) of
Companies Act, 2013;
8. To consider and recommend enhancing the limit
for loans and investments by the Company under
Section 186 of the Companies act, 2013 upto ` 250
Crores;
9. To consider and approve the alteration of the
Articles of the Association of the Company
2022-23
September 29,
2023 at 03:30
P.M. IST
Unit No. 305-310,
Plot No 9, 10 & 11
Vardhman Trade
Centre Nehru Place,
Delhi 110019
Nil
2021-22
December 22,
2022 at 12:00 P.M.
IST
Unit No. 305-310,
Plot No 9, 10 & 11
Vardhman Trade
Centre Nehru Place,
Delhi 110019
Nil
b.
Details of resolution passed through Postal Ballot
during Financial Year 2024-25 and details of
e-voting and person who conducted the postal
ballot exercise:
No Resolution was passed through Postal Ballot
during Financial Year 2024-25.
c.
Whether any special resolution is proposed to be
conducted through postal ballot;
No special resolution is proposed to be conducted
through Postal Ballot as on the date of this report.
VII. MEANS OF COMMUNICATION:
The timely dissemination of accurate, relevant,
consistent, and comparable information on corporate
performance constitutes a fundamental principle
of sound corporate governance. Transparent and
structured communication facilitates the effective
exchange of information, perspectives, and strategic
plans between the organization and its stakeholders,
thereby fostering trust and accountability.
Smartworks Coworking Spaces Limited
Smartworks Coworking Spaces Limited
120
121
Corporate Overview
Statutory Reports
Financial Statements
Annual Report 2024-25
m. Commodity price risk or foreign exchange risk and
hedging activities:
The Company does not have any commodity risk.
Appropriate disclosure on commodity price risk
or foreign exchange risk and hedging activities
is given in Note No. 38.2 of Standalone Financial
statement. Since the Company has not entered
into any derivative contract to hedge exposure to
fluctuations in commodity prices, no disclosure
is required pursuant to SEBI Circular dated 15th
November, 2018.
n.
Plant locations:
Being a service company, the Company has no plant
locations.
o.
Address for correspondence:
All correspondence may please be addressed to the
Registrar & Share Transfer Agent, CB Management
Services Private Limited at the address given below:
Rasoi Court, 5th Floor
20 Sir R N Mukherjee Road
Kolkata - 700001
Telephone: +91 3369066200
Website: www.cbmsl.com
E-mail: rta@cbmsl.com
In case any shareholder is not satisfied with
the response or does not get a response within
reasonable period from the Registrar & Share Transfer
Agent, they may approach the Company Secretary &
Compliance Officer at address given below
Mrs. Punam Dargar
Unit No. 305-310, Plot No 9,
10 & 11 Vardhman Trade Centre
Nehru Place, South Delhi-110019
Tel: +91 83840 62876
E-mail: companysecretary@sworks.co.in
p.
List of all credit ratings obtained by the entity
along with any revisions thereto during the
relevant financial year, for all debt instruments of
such entity or any fixed deposit programme or any
scheme or proposal of the listed entity involving
mobilization of funds, whether in India or abroad:
The Credit rating on the Bank Facilities is
available on the Company’s website https://www.
smartworksoffice.com/investors/
IX. OTHER DISCLOSURES:
a.
Materially significant related party transactions
that may have potential conflict with the interests
of listed entity at large:
All Related-Party contracts or arrangements or
transactions entered during the year were on arm’s
length basis and in the ordinary course of business
and not material in nature as well as in compliance
with
the
applicable
provisions
of
the
Act/
Regulations. None of the contracts or arrangement
or transactions with any of the Related Parties were
in conflict with the interest of your Company.
Details of related party transactions entered into
by your Company, in terms of Ind AS-24 have
been disclosed in the Note No. 37 and 35 of the
respective Standalone and Consolidated Financial
Statements of the Company forming part of this
Annual Report. The policy on Materiality of Related
Party Transactions and on dealing with Related Party
Transactions is uploaded on the Company’s website
https://www.smartworksoffice.com/ and available
on web-link https://www.smartworksoffice.com/
investors/.
b.
Details of non-compliance by the listed entity,
penalties, strictures imposed on the listed entity
by stock exchange(s) or the board or any statutory
authority, on any matter related to capital markets,
during the last three years:
There is no non-compliance on any matter related
to capital markets, during the last three years.
c.
Details of establishment of Whistle Blower Policy
and Vigil Mechanism:
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/
Further, no personnel have been denied to access
to the Audit Committee during the year.
d.
Compliance with mandatory and non-mandatory
requirements of SEBI LODR Regulations:
The Company has complied with all mandatory and
non-mandatory requirements of the SEBI LODR
Regulations relating to Corporate Governance 17
to 27 and has also complied with Clauses (b) to
(i) of Regulation 46 (2) relating to dissemination
of information on the website of the Company.
The status of compliance with the non-mandatory
CB Management Services Private Limited
Rasoi Court, 5th Floor
20 Sir R N Mukherjee Road
Kolkata - 700001
Telephone: +91 3369066200
Website: www.cbmsl.com
E-mail: rta@cbmsl.com
i.
Share Transfer System:
The Shares of your Company are traded on the
Stock Exchanges compulsorily in dematerialized
mode. The entire paid-up share capital of your
Company is held in dematerialized form as of March
31, 2025, and as on the date of this report. The
dematerialized shares are transferred directly to the
beneficiaries by the depositories. Transfer of shares
in physical form is not permitted as per applicable
SEBI circulars.
j.
Distribution of Shareholding:
Distribution of Shareholding
(No.of Shares held)
Number of
Shares
Shareholding
%
Number of the
Shareholders
Percentage to the Total
Number of Shareholders
1 – 10000
113364
0.11
18
20.68
10001-20000
295883
0.29
18
20.68
20001-30000
155021
0.15
6
6.89
30001-40000
335074
0.32
9
10.34
40001-50000
41000
0.04
1
1.14
50001-100000
901905
0.87
12
13.79
100001 and above
101347345
98.21
23
26.43
Total
103189592
100.00
87
100.00
Distribution of Shareholding by Ownership as on 31st March, 2025:
Category (as being reported to Stock Exchanges)
No. of Equity
Shares
% of
Shareholding
Promoter and Promoter Group
67272413
65.19
Directors and their relatives
Nil
Nil
Corporate Bodies- Companies
6679225
6.47
Limited Liability Partnership-LLP
111524
0.11
Alternate Investment Fund
2178256
2.11
Foreign Trusts
500000
0.48
Resident Individuals & HUF
5212474
5.05
Foreign Shareholder- Companies
20522968
19.89
Non-Resident Indians
712732
0.69
Employees
0
0
Total
103189592
100.00
k.
Dematerialisation of shares and Liquidity:
The Equity shares of the Company got listed w.e.f.
July 17, 2025, and the trading in Equity shares of the
Company is permitted only in dematerialized form.
As on the date of this report the Equity shares are
frequently traded on BSE and NSE and the entire
(i.e.100%) Paid up Share Capital Equity shares are in
dematerialized form.
l.
Outstanding GDRs/ ADRs/ Warrants or any
convertible instruments, conversion date and
likely impact on equity:
The Company does not have any outstanding ADRs/
GDRs/Warrants. Details to the extent of outstanding
employee stock options convertible into equity
shares have been disclosed in the disclosure for
ESOPs.
Smartworks Coworking Spaces Limited
Smartworks Coworking Spaces Limited
122
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Corporate Overview
Statutory Reports
Financial Statements
Annual Report 2024-25
Further, as on March 31, 2025, the Company has
one (1) Foreign Material Subsidiary.
The details are listed hereunder:
Name: Smartworks Space Pte. Ltd
Date of Incorporation: 15th March, 2024
Place of Incorporation: Singapore
Name of the Auditors: Deloitte & Touche LLP
Date of appointment of Auditors: 3rd August, 2025
m. Disclosure
of
commodity
price
risks
and
commodity hedging:
There are no commodity price risk and hence no
disclosure is required.
X. COMPLIANCE
OF
CORPORATE
GOVERNANCE:
Post listing of the equity shares of the Company on
July 17, 2025, the Company has complied with all the
requirements of corporate governance as specified in
the SEBI LODR Regulations.
XI. COMPLIANCE OF ANY REQUIREMENT
OF CORPORATE GOVERNANCE REPORT
OF SUB-PARAS (2) TO (10) OF PARA
C TO SCHEDULE V TO THE LISTING
REGULATIONS:
The Company has complied with all the mandatory
requirements of Corporate Governance as specified
in sub-paras (2) to (10) of Part C of Schedule V of the
SEBI LODR Regulations and disclosures on compliance
with corporate governance requirements specified in
Regulations 17 to 27 have been included in the relevant
sections of this report.
XII. DISCLOSURES OF THE COMPLIANCE
WITH
CORPORATE
GOVERNANCE
REQUIREMENTS
SPECIFIED
IN
REGULATION 17 TO 27 AND CLAUSES
(B) TO (I) OF SUB-REGULATION (2) OF
REGULATION 46 OF THE SEBI LODR
REGULATIONS.
Sr.
No.
Particulars
Regulation
Compliances Status
as on March 31, 2025
Yes/No/N.A.
1
Board of Directors
17
Yes
2
Maximum Number of Directorships
17A
Yes
3
Audit Committee
18
Yes
4
Nomination and Remuneration Committee
19
Yes
5
Stakeholder Relationship Committee
20
Yes
6
Risk Management Committee
21
Yes
7
Vigil Mechanism
22
Yes
8
Related Party Transactions
23
Yes
9
Subsidiaries of the Company
24
Yes
10
Secretarial Audit report
24A
Yes
11
Obligations with respect to Independent Directors
25
Yes
12
Obligations with respect to employees including Senior
Management, Key Managerial Personnel, Directors and Promoters
26
Yes
13
Other Corporate Governance requirements
27
Yes
14
Website
46(2)(b) to (i)
Yes
XIII. CEO/CFO CERTIFICATION:
A certificate on financial statements for the year pursuant to Regulation 17(8) read with Schedule II Part B of the SEBI
LODR Regulations has been obtained from the Chairman and Managing Director and the Chief Financial Officer of the
Company. A copy of the same is annexed as Annexure “C” to this Report.
XIV. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE
ACCOUNT:
During the year, the requirement for Demat Suspense Account/Unclaimed Suspense Account is not applicable to the
Company.
requirements listed in Part E of Schedule II of the
Listing Regulations is as under:
•
The Company has appointed one (1) women
independent director on its Board of Directors.
•
The Internal Auditor reports to the Audit
Committee.
•
The auditor’s report on financial statements of
the Company is unmodified.
•
The
Company
has
separate
posts
of
Chairperson, Managing Director or Chief
Executive Officer.
•
The
Company
has
constituted
Risk
Management Committee.
e.
Web link where policy for determining ‘material’
subsidiaries is disclosed:
The Company has disclosed the policy for
determining ‘material’ subsidiaries at https://www.
smartworksoffice.com/investors/
f.
Details of utilization of funds raised through
Preferential Allotment or Qualified Institutions
Placement as specified under Regulation 32 (7A)
of the Listing Regulations:
During the financial year 2024-25, there were
no funds raised through preferential allotment or
qualified institutions placement as specified under
Regulation 32(7A) of the SEBI Listing Regulations.
g.
Certificate from a Company Secretary in Practice
that none of the Directors on the Board of the
Company have been debarred or disqualified from
being appointed or continuing as Directors of
Companies by the Securities and Exchange Board
of India (SEBI) or Ministry of Corporate Affairs
(MCA) or any such Statutory Authority:
The Company has obtained a certificate from Babu
Lal Patni, Practicing Company Secretary, confirming
that none of the Directors on the Board has been
debarred or disqualified from being appointed or
continuing as a Director of the Company by the
SEBI / MCA or any such statutory authority. A copy
of the said certificate is annexed to this Report as
Annexure “B”.
h.
Disclosure about instances where the Board of
Directors had not accepted any recommendation
of any Committee of the Board which is mandatorily
required, during the Financial Year 2024-25:
During the financial year 2024-25, there were
no instances recorded where the Board has not
accepted any recommendation of any Committee
of the Board which is mandatorily required. The
Company has followed the process as prescribed
under the Act and the SEBI LODR Regulations where
recommendation is required by any Committee of
the Board for the approval of the Board.
i.
Total Fees for all services paid by the Company
and its Subsidiaries, on a Consolidated basis,
to the Statutory Auditors and all Entities in the
Network Firm / Network Entity of which the
Statutory Auditors are a part:
Sl.
No.
Name of Entity
Fees paid during
the F.Y. 2024-25
(` In Millions)
1.
Smartworks Coworking
Spaces Limited
26.73
2.
Smartworks Office
Services Private Limited
0.08
3.
Smartworks Stellar
Services Private Limited
0.08
4.
Smartworks Tech
Solutions Private Limited
0.35
5.
Smartworks Space Pte.
Ltd.
1.16
Total
28.40
j.
Disclosure in relation to the Sexual Harassment
of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 forms part of the Board’s
Report.
During the Financial Year 2024-25, no complaint was
received under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal)
Act, 2013. You may refer to relevant section of the
Board’s Report for the same.
k.
Disclosure by the Company and its Subsidiaries
of Loans and Advances in the nature of Loans
to Firms / Companies in which Directors are
Interested:
During the Financial Year 2024-25, no loans and
advances in the nature of loans to firms/companies
in which directors are interested was given by the
Company and its subsidiaries.
l.
Details of material subsidiaries of the listed entity;
including the date and place of incorporation and
the name and date of appointment of the statutory
auditors of such subsidiaries:
The Company has adopted a Policy on Material
Subsidiary in line with the requirements of the SEBI
LODR Regulations. The objective of this Policy is to
lay down criteria for identification and dealing with
material subsidiaries and to formulate a governance
framework for subsidiaries of the Company. This
policy is available on the Company’s website at:
https://www.smartworksoffice.com/investors/.
Smartworks Coworking Spaces Limited
Smartworks Coworking Spaces Limited
124
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Corporate Overview
Statutory Reports
Financial Statements
Annual Report 2024-25
Annexure - A
DECLARATION ON COMPLIANCE OF CODE OF CONDUCT
I, Neetish Sarda (DIN: 07262894), Managing Director of Smartworks Coworking Spaces Limited (Formerly known
as Smartworks Coworking Spaces Private Limited), hereby confirm that the members of the Board of Directors and
Senior Management personnel have affirmed compliance with the Smartworks Coworking Spaces Limited - Code of
Conduct for Directors and Senior Management for the financial year ended 31st March, 2025.
For Smartworks Coworking Spaces Limited
Neetish Sarda
Managing Director
(DIN: 07262894)
Date: 17th July 2025
Place: Mumbai
XV. DISCLOSURES OF CERTAIN TYPES OF AGREEMENTS BINDING LISTED ENTITIES:
In terms of clause 5A of paragraph A of Part A of Schedule III of SEBI LODR Regulations, there are no such agreements
which are required to be disclosed.
XVI. GREEN INITIATIVE
As a responsible corporate citizen, your Company welcomes and supports the ‘Green Initiative’ undertaken by the
Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual
Report, quarterly and half yearly results, amongst others, to Members at their e-mail address previously registered
with the Depository Participants and Registrar and Share Transfer Agents. Members who have not registered their
e-mail addresses so far are requested to do the same.
For and on behalf of the Board of Directors of
Smartworks Coworking Spaces Limited
Neetish Sarda
Managing Director
DIN: 07262894
Date: 1st September 2025
Place: Delhi
Harsh Binani
Whole Time Director
DIN: 07717396
Date: 1st September 2025
Place: Gurugram
Smartworks Coworking Spaces Limited
Smartworks Coworking Spaces Limited
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Statutory Reports
Financial Statements
Annual Report 2024-25
Annexure - C
CEO AND CFO CERTIFICATION
To,
The Board of Directors
Smartworks Coworking Spaces Limited
Unit No. 305-310, Plot No 9, 10 & 11 Vardhman
Trade Centre Nehru Place, South Delhi, Delhi-110019
Subject: Compliance Certificate as required under Regulation 17(8) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015
We hereby certify that:
A.
We have reviewed financial statements (Standalone & Consolidated) and the Cash Flow Statement for the year
ended March 31, 2025 and that to the best of our knowledge and belief:
(1) these statements do not contain any materially untrue statement or omit any material fact or contain
statements that might be misleading;
(2) these statements together present a true and fair view of the listed entity’s affairs and are in compliance with
existing accounting standards, applicable laws and regulations.
B.
There are, to the best of our knowledge and belief, no transactions entered into by the Listed entity during the
year ended March 31, 2025 which are fraudulent, illegal or violative of the listed entity’s code of conduct.
C.
We accept responsibility for establishing and maintaining internal controls for financial reporting and that we
have evaluated the effectiveness of internal control systems of the Listed entity pertaining to financial reporting
and we have disclosed to the auditors and the Audit Committee, that there were no deficiencies in the design
or operation of such internal controls of which we are aware and the steps we have taken or propose to take to
rectify these deficiencies.
D.
We have indicated to the auditors and the Audit Committee:
(1) that there were no significant changes in internal control over financial reporting during the year ended
March 31, 2025;
(2) that there were no significant changes in accounting policies during the year ended March 31, 2025; and
(3) that there were no instances of significant fraud of which we have become aware and the involvement
therein, of the management or an employee having a significant role in the Listed entity’s internal control
system over financial reporting.
Thanking You,
For Smartworks Coworking Spaces Limited
Neetish Sarda
Sahil Jain
Managing Director
Chief Financial Officer
(DIN: 07262894)
Place : 17th July 2025
Date: Mumbai
Annexure – B
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS
(Pursuant to Regulation 34(3) and Schedule V Para C clause (10) (i) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulation, 2015)
To,
The Members of
Smartworks Coworking Spaces Ltd.
Unit No. 305-310, Plot No. 9,10 & 11,
Vardhman Trade Centre, Nehru Place,
New Delhi-110019
I have examined the relevant registers, records, forms, returns, declarations and disclosures received from the
Directors of Smartworks Coworking Spaces Limited having CIN L74900DL2015PLC310656 and having registered
office Unit No. 305-310, Plot No. 9,10 & 11, Vardhman Trade Centre, Nehru Place, New Delhi-110019 (hereinafter
referred to as ‘the Company’), produced before me by the Company for the purpose of issuing this Certificate, in
accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulation, 2015.
In my opinion and to the best of my information and according to the verifications (including Directors Identification
Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to me by the
Company & its officers, I hereby certify that none of the Directors on the Board of the Company as stated below for
the Financial Year ending on 31st March, 2025 have been debarred or disqualified from being appointed or continuing
as Directors of Companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, New Delhi or
any such other Statutory Authority.
Sr.
No.
Name of Director
DIN
Date of appointment
in Company
1.
Neetish Sarda
07262894
17/12/2015
2.
Harsh Binani
07717396
01/10/2019
3.
Virusangulam Kumarasamy Subburaj
02402775
16/07/2024
4.
Kiam Kheong Ho
08661195
16/07/2024
5.
Rajeev Rishi
03557148
16/07/2024
6.
Pushpa Mishra
07898390
03/08/2024
7.
Atul Gautam
10641036
21/06/2024
Ensuring the eligibility of for the appointment / continuity of every Director on the Board is the responsibility of the
management of the Company. Our responsibility is to express an opinion on these based on our verification.
This certificate is neither an assurance as to the future viability of the Company nor of the effectiveness with which
the management has conducted the affairs of the Company.
Name of the Company: BABU LAL PATNI
Secretary in Practice
FCS: 2304
C.P. No.: 1321
Date : 13th August 2025
UDIN: F002304G000997342
Place : Kolkata
P.R. No.: 1455/2021
Smartworks Coworking Spaces Limited
Smartworks Coworking Spaces Limited
128
129
Corporate Overview
Statutory Reports
Financial Statements
Annual Report 2024-25
INDEPENDENT AUDITOR’S REPORT
To The Members of Smartworks Coworking Spaces
Limited (formerly known as Smartworks Coworking
Spaces Private Limited)
Report on the Audit of the Standalone Financial
Statements
OPINION
We have audited the accompanying Standalone
Financial
Statements
of
Smartworks
Coworking
Spaces Limited (the “Company”), which comprise the
Standalone Balance Sheet as at March 31, 2025, and
the Standalone Statement of Profit and Loss (including
Other Comprehensive Income/Loss), the Standalone
Statement of Cash Flows and the Standalone Statement
of Changes in Equity for the year ended on that date, and
notes to the financial statements, including a summary
of material accounting policies and other explanatory
information (hereinafter referred to as the “Standalone
Financial Statements”).
In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid
Standalone Financial Statements give the information
required by the Companies Act, 2013 (the “Act”) in
the manner so required and give a true and fair view
in conformity with the Indian Accounting Standards
prescribed under section 133 of the Act, (“Ind AS”) and
other accounting principles generally accepted in India, of
the state of affairs of the Company as at March 31, 2025,
and its loss, total comprehensive loss, its cash flows and
the changes in equity for the year ended on that date.
BASIS FOR OPINION
We conducted our audit of the Standalone Financial
Statements in accordance with the Standards on
Auditing (“SA”s) specified under section 143(10) of the
Act. Our responsibilities under those Standards are
further described in the Auditor’s Responsibility for the
Audit of the Standalone Financial Statements section
of our report. We are independent of the Company
in accordance with the Code of Ethics issued by the
Institute of Chartered Accountants of India (“ICAI”)
together with the ethical requirements that are relevant
to our audit of the Standalone Financial Statements under
the provisions of the Act and the Rules made thereunder,
and we have fulfilled our other ethical responsibilities in
accordance with these requirements and the ICAI’s Code
of Ethics. We believe that the audit evidence obtained by
us is sufficient and appropriate to provide a basis for our
audit opinion on the Standalone Financial Statements.
INFORMATION OTHER THAN THE FINANCIAL
STATEMENTS
AND
AUDITOR’S
REPORT
THEREON
•
The Company’s Board of Directors is responsible
for the other information. The other information
comprises the information included in the Board’s
Report including annexures to the Board’s Report,
but does not include the consolidated financial
statements, standalone financial statements and
our auditor’s report thereon. The Board’s Report
including annexures to the Board’s Report is
expected to be made available to us after the date
of this auditor's report.
•
Our opinion on the Standalone Financial Statements
does not cover the other information and will not
express any form of assurance conclusion thereon.
•
In connection with our audit of the Standalone
Financial Statements, our responsibility is to read the
other information identified above when it becomes
available and, in doing so, consider whether the
other information is materially inconsistent with the
Standalone Financial Statements or our knowledge
obtained during the course of our audit or otherwise
appears to be materially misstated.
•
When we read the Board report, if we conclude
that there is a material misstatement therein, we
are required to communicate the matter to those
charged with governance as required under SA
720 ‘The Auditor’s responsibilities Relating to Other
Information’.
RESPONSIBILITIES
OF
MANAGEMENT
AND BOARD OF DIRECTORS FOR THE
STANDALONE FINANCIAL STATEMENTS
The Company’s Board of Directors is responsible for the
matters stated in section 134(5) of the Act with respect to
the preparation of these Standalone Financial Statements
that give a true and fair view of the financial position,
financial performance including other comprehensive
loss, cash flows and changes in equity of the Company
in accordance with Ind AS and the accounting principles
generally accepted in India. This responsibility also
includes
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 frauds and other irregularities;
selection and application of appropriate accounting
policies; making judgments and estimates that are
reasonable and prudent; and design, implementation and
maintenance of adequate internal financial controls, that
were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the
preparation and presentation of the financial statements
that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
In preparing the Standalone Financial Statements,
management and the Board of Directors are responsible
for assessing the Company’s ability to continue as a
going concern, disclosing, as applicable, matters related
to going concern and using the going concern basis of
accounting unless the Board of Directors either intend to
liquidate the Company or to cease operations, or has no
realistic alternative but to do so.
The Company’s Board of Directors are also responsible
for overseeing the Company’s financial reporting process.
AUDITOR’S
RESPONSIBILITY
FOR
THE
AUDIT OF THE STANDALONE FINANCIAL
STATEMENTS
Our objectives are to obtain reasonable assurance
about whether the Standalone Financial Statements as
a whole are free from material misstatement, whether
due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that an audit
conducted in accordance with SAs will always detect a
material misstatement when it exists. Misstatements can
arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of
users taken on the basis of these Standalone Financial
Statements.
As part of an audit in accordance with SAs, we exercise
professional
judgment
and
maintain
professional
skepticism throughout the audit. We also:
•
Identify and assess the risks of material misstatement
of the Standalone Financial Statements, whether
due to fraud or error, design and perform audit
procedures responsive to those risks, and obtain
audit evidence that is sufficient and appropriate
to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from
fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of
internal control.
•
Obtain an understanding of internal financial
controls relevant to the audit in order to design
audit procedures that are appropriate in the
circumstances. Under section 143(3)(i) of the Act,
we are also responsible for expressing our opinion
on whether the Company has adequate internal
financial controls with reference to Standalone
Financial Statements in place and the operating
effectiveness of such financial controls.
•
Evaluate the appropriateness of accounting policies
used and the reasonableness of accounting
estimates and related disclosures made by the
management.
•
Conclude on the appropriateness of management’s
use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a
material uncertainty exists related to events or
conditions that may cast significant doubt on the
Company’s ability to continue as a going concern.
If we conclude that a material uncertainty exists,
we are required to draw attention in our auditor’s
report to the related disclosures in the Standalone
Financial Statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions
are based on the audit evidence obtained up to the
date of our auditor’s report. However, future events
or conditions may cause the Company to cease to
continue as a going concern.
•
Evaluate the overall presentation, structure and
content of the Standalone Financial Statements,
including
the
disclosures,
and
whether
the
Standalone Financial Statements represent the
underlying transactions and events in a manner that
achieves fair presentation.
Materiality is the magnitude of misstatements in the
Standalone Financial Statements that, individually or
in aggregate, makes it probable that the economic
decisions of a reasonably knowledgeable user of the
Standalone Financial Statements may be influenced.
We consider quantitative materiality and qualitative
factors in (i) planning the scope of our audit work and in
evaluating the results of our work; and (ii) to evaluate the
effect of any identified misstatements in the Standalone
Financial Statements.
We communicate with those charged with governance
regarding, among other matters, the planned scope
and timing of the audit and significant audit findings,
including any significant deficiencies in internal financial
controls that we identify during our audit.
We also provide those charged with governance with
a statement that we have complied with relevant
ethical requirements regarding independence, and
to communicate with them all relationships and other
matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
Smartworks Coworking Spaces Limited
Smartworks Coworking Spaces Limited
130
131
Corporate Overview
Statutory Reports
Financial Statements
Annual Report 2024-25
REPORT ON OTHER LEGAL AND REGULATORY
REQUIREMENTS
1.
As required by Section 143(3) of the Act, based on
our audit, we report that:
a)
We have sought and obtained all the information
and explanations which to the best of our
knowledge and belief were necessary for the
purposes of our audit.
b)
In our opinion, proper books of account as
required by law have been kept by the Company
so far as it appears from our examination of
those books except for the matter complying
with the requirement of audit trail for specific
period during the year, as stated in (i)(vi) below.
c)
The Standalone Balance Sheet, the Standalone
Statement of Profit and Loss including Other
Comprehensive
Income,
the
Standalone
Statement of Cash Flows and the Standalone
Statement of Changes in Equity dealt with by
this Report are in agreement with the books of
account.
d)
In our opinion, the aforesaid Standalone
Financial Statements comply with the Ind AS
specified under Section 133 of the Act.
e)
On the basis of the written representations
received from the directors as on March 31,
2025 taken on record by the Board of Directors,
none of the directors is disqualified as on March
31, 2025 from being appointed as a director in
terms of Section 164(2) of the Act.
f)
The modifications relating to the maintenance
of accounts related to audit trail for a specific
period, as stated in paragraph (b) above.
g)
With respect to the adequacy of the internal
financial controls with reference to Standalone
Financial Statements of the Company and the
operating effectiveness of such controls, refer
to our separate Report in “Annexure A”. Our
report expresses an unmodified opinion on
the adequacy and operating effectiveness of
the Company’s internal financial controls with
reference to Standalone Financial Statements
h)
With respect to the other matters to be included
in the Auditor’s Report in accordance with the
requirements of section 197(16) of the Act, as
amended, in our opinion and to the best of our
information and according to the explanations
given to us, the remuneration paid by the
Company to its directors during the year is in
accordance with the provisions of section 197
of the Act.
i)
With respect to the other matters to be included
in the Auditor’s Report in accordance with Rule
11 of the Companies (Audit and Auditors) Rules,
2014, as amended in our opinion and to the
best of our information and according to the
explanations given to us:
i.
The Company has disclosed the impact of
pending litigations on its financial position
in its Standalone Financial Statements
(Refer Note 34 to the Standalone Financial
Statements).
ii.
The Company did not have any long-term
contracts including derivative contracts for
which there were any material foreseeable
losses.
iii.
There were no amounts which were
required to be transferred to the Investor
Education and Protection Fund by the
Company.
iv.
(a) The Management has represented
that, to the best of its knowledge and
belief, as disclosed in the note 47(iii) to
the Standalone Financial Statements
no funds have been advanced or
loaned or invested (either from
borrowed funds or share premium or
any other sources or kind of funds)
by the Company to or in any other
person(s) or entity(ies), including
foreign
entities
(“Intermediaries”),
with the understanding, whether
recorded in writing or otherwise,
that the Intermediary shall, directly
or indirectly lend or invest in other
persons or entities identified in
any manner whatsoever by or on
behalf of the Company (“Ultimate
Beneficiaries”)
or
provide
any
guarantee, security or the like on
behalf of the Ultimate Beneficiaries.
(b) The Management has represented,
that, to the best of its knowledge
and belief, as disclosed in the note
47(iv) to the Standalone Financial
Statements, no funds have been
received by the Company from any
person(s) or entity(ies), including
foreign entities (“Funding Parties”),
with the understanding, whether
recorded in writing or otherwise,
that the Company shall, directly or
indirectly, lend or invest in other
persons or entities identified in any
manner whatsoever by or on behalf
of the Funding Party (“Ultimate
Beneficiaries”)
or
provide
any
guarantee, security or the like on
behalf of the Ultimate Beneficiaries.
(c) Based on the audit procedures
performed that have been considered
reasonable and appropriate in the
circumstances, nothing has come
to our notice that has caused us to
believe that the representations under
sub-clause (i) and (ii) of Rule 11(e), as
provided under (a) and (b) above,
contain any material misstatement.
v.
The Company has not declared or paid
any dividend during the year and has not
proposed final dividend for the year.
vi.
Based
on
our
examination,
which
included test checks, the Company has
used accounting software and other
related
software
for
maintaining
its
books of account for the financial year
ended March 31, 2025 which have the
feature of recording audit trail (edit log)
facility. Audit trail facility (edit log) over
accounting software and related software
has operated for the part of the year for
all relevant transactions recorded in the
software systems.
Further, during the course of our audit
we did not come across any instance of
the audit trail feature being tampered
with, in respect of accounting software
and various related software for the year/
period, as applicable, for which audit trail
was enabled and operated
Additionally audit trail has been preserved
by the Company as per the statutory
requirements for record retention (refer
note 44 to the Standalone Financial
Statements).
2.
As required by the Companies (Auditor’s Report)
Order, 2020 (“the Order”) issued by the Central
Government in terms of Section 143(11) of the Act,
we give in “Annexure B” a statement on the matters
specified in paragraphs 3 and 4 of the Order.
For DELOITTE HASKINS & SELLS LLP
Chartered Accountants
(Firm’s Registration No. 117366W / W-100018)
Nilesh H. Lahoti
Partner
Place: Gurugram
(Membership No. 0130054)
Date: June 13, 2025
(UDIN: 25130054BMKMGO5527)
Smartworks Coworking Spaces Limited
Smartworks Coworking Spaces Limited
132
133
Corporate Overview
Statutory Reports
Financial Statements
Annual Report 2024-25
(Referred to in paragraph 1(g) under ‘Report on Other Legal and Regulatory Requirements’ section of our report of
even date)
ANNEXURE “A” TO THE INDEPENDENT AUDITOR’S REPORT
REPORT ON THE INTERNAL FINANCIAL
CONTROLS
WITH
REFERENCE
TO
THE
STANDALONE
FINANCIAL
STATEMENTS
UNDER CLAUSE (i) OF SUB-SECTION 3 OF
SECTION 143 OF THE COMPANIES ACT,
2013 (THE “ACT”)
We have audited the internal financial controls with
reference to Standalone Financial Statements of
Smartworks Coworking Spaces Limited (formerly known
as Smartworks Coworking Spaces Private Limited) (the
“Company”) as at March 31, 2025 in conjunction with
our audit of the Standalone Financial Statements of the
Company for the year ended on that date.
MANAGEMENT’S
AND
BOARD
OF
DIRECTORS’
RESPONSIBILITIES
FOR
INTERNAL FINANCIAL CONTROLS
The Company’s management and the Board of Directors
are responsible for establishing and maintaining internal
financial controls with reference to the Standalone
Financial Statements based on the internal control with
reference to the Standalone Financial Statements criteria
established by the Company considering the essential
components of internal control stated in the Guidance
Note on Audit of Internal Financial Controls Over
Financial Reporting issued by the Institute of Chartered
Accountants of India (“ICAI”) (the “Guidance Note”). These
responsibilities include the design, implementation and
maintenance of adequate internal financial controls that
were operating effectively for ensuring the orderly and
efficient conduct of its business, including adherence to
the 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, as required under the Companies Act, 2013.
AUDITOR’S RESPONSIBILITY
Our responsibility is to express an opinion on the
Company's internal financial controls with reference to
Standalone Financial Statements of the Company based
on our audit. We conducted our audit in accordance
with the Guidance Note and the Standards on Auditing
prescribed under Section 143(10) of the Companies Act,
2013, to the extent applicable to an audit of internal
financial controls with reference to the Standalone
Financial Statements. Those Standards and the Guidance
Note require that we comply with ethical requirements
and plan and perform the audit to obtain reasonable
assurance about whether adequate internal financial
controls with reference to the Standalone Financial
Statements was established and maintained and if such
controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit
evidence about the adequacy of the internal financial
controls with reference to the Standalone Financial
Statements and their operating effectiveness. Our
audit of internal financial controls with reference to the
Standalone Financial Statements included obtaining
an understanding of internal financial controls with
reference to the Standalone Financial Statements,
assessing the risk that a material weakness exists,
and testing and evaluating the design and operating
effectiveness of internal control based on the assessed
risk. The procedures selected depend on the auditor’s
judgement, including the assessment of the risks of
material misstatement of the financial statements,
whether due to fraud or error.
We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our audit
opinion on the Company’s internal financial controls with
reference to the Standalone Financial Statements.
MEANING
OF
INTERNAL
FINANCIAL
CONTROLS
WITH
REFERENCE
TO
THE
STANDALONE FINANCIAL STATEMENTS
A Company's internal financial control with reference
to the Standalone Financial Statements is a process
designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of
financial statements for external purposes in accordance
with generally accepted accounting principles. A
company's internal financial control with reference to the
Standalone Financial Statements includes those policies
and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets
of the company; (2) provide reasonable assurance
that transactions are recorded as necessary to permit
preparation of financial statements in accordance
with generally accepted accounting principles, and
that receipts and expenditures of the company are
being made only in accordance with authorisations of
management and directors of the company; and (3)
provide reasonable assurance regarding prevention
or timely detection of unauthorised acquisition, use, or
disposition of the company's assets that could have a
material effect on the financial statements.
INHERENT
LIMITATIONS
OF
INTERNAL
FINANCIAL CONTROLS WITH REFERENCE
TO
THE
STANDALONE
FINANCIAL
STATEMENTS
Because of the inherent limitations of internal financial
controls
with
reference
to
Standalone
Financial
Statements, including the possibility of collusion or
improper management override of controls, material
misstatements due to error or fraud may occur and not
be detected. Also, projections of any evaluation of the
internal financial controls with reference to Standalone
Financial Statements to future periods are subject to
the risk that the internal financial control with reference
to Standalone Financial Statements may become
inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures
may deteriorate.
OPINION
In our opinion, to the best of our information and
according to the explanations given to us, the Company
has, in all material respects, maintained an adequate
internal financial controls with reference to Standalone
Financial Statements and such internal financial controls
with reference to Standalone Financial Statements were
operating effectively as at March 31, 2025, based on
the criteria for internal financial control with reference
to the Standalone Financial Statements established by
the Company considering the essential components of
internal control stated in the Guidance Note.
For DELOITTE HASKINS & SELLS LLP
Chartered Accountants
(Firm’s Registration No. 117366W / W-100018)
Nilesh H. Lahoti
Partner
Place: Gurugram
(Membership No. 0130054)
Date: June 13, 2025
(UDIN: 25130054BMKMGO5527)
Smartworks Coworking Spaces Limited
Smartworks Coworking Spaces Limited
134
135
Corporate Overview
Statutory Reports
Financial Statements
Annual Report 2024-25
(Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of
even date)
ANNEXURE “B” TO THE INDEPENDENT AUDITOR’S REPORT
In terms of the information and explanations sought by us
and given by the Company and the books of account and
records examined by us in the normal course of audit and
to the best of our knowledge and belief, we state that:
(i)
In respect of Company’s Property, Plant and
Equipment, Right of Use Assets and Intangible
Assets:
(a) (A) The Company has maintained proper
records showing full particulars, including
quantitative
details
and
situation
of
Property, Plant and Equipment, capital
work-in-progress and relevant details of
right of use assets.
(B) The Company has maintained proper
records
showing
full
particulars
of
intangible assets.
(b) The Company, except for certain assets which
due to their nature or location are not verifiable,
has a program of verification of property, plant
and equipment and right-of-use assets so to
cover all the items once every 3 years which,
in our opinion, is reasonable having regard to
the size of the Company and the nature of
its assets. Pursuant to the program, certain
Property, Plant and Equipment and right of
use assets were due for verification during
the year and were physically verified by the
Management during the year. According to the
information and explanations given to us, no
material discrepancies were noticed on such
verification.
(c) The Company does not have any immovable
properties
(other
than
properties
where
the Company is the lessee and the lease
agreements are duly executed in favour of the
Company).
(d) The Company has not revalued any of its
property, plant and equipment, right of use
assets and intangible assets during the year.
(e) No proceedings have been initiated during the
year or are pending against the Company as at
March 31, 2025 for holding any benami property
under the Benami Transactions (Prohibition)
Act, 1988 (as amended in 2016) and rules made
thereunder.
(ii) (a) The Company does not have any inventory
and hence reporting under clause (ii)(a) of the
Order is not applicable.
(b) According to the information and explanations
given to us, the Company has been sanctioned
working capital limits in excess of ` 5 crores,
in aggregate, at points of time during the year,
from banks or financial institutions on the basis
of security of current assets. In our opinion and
according to the information and explanations
given to us, the statements (comprising
statements on ageing analysis of the debtors)
filed by the Company with such banks or
financial institutions are in agreement with the
unaudited books of account of the Company of
the respective quarters.
(iii) The Company has not provided any guarantee
or security and granted any advance in nature of
loans, secured or unsecured, to companies, firms,
Limited Liability Partnerships or any other parties
(other than loan to employees) during the year. The
Company has made investment and granted loans,
unsecured, to companies during the year, in respect
of which:
(a) The Company has provided loans (excluding
loans to employees) and made investment,
during the year and details of which are given
below:
(` in millions)
Particulars
Loans
Investment
A. Aggregate amount
granted / provided
during the year to
subsidiaries
78.55
187.24
B. Balance
outstanding as at
balance sheet date
235.06
187.54
(b) The terms and conditions of the grant of all
the above-mentioned loans and investment
made, during the year are, in our opinion, not
prejudicial to the Company’s interest.
(c) The Company has granted loans which are
payable on demand. During the year the
Company has not demanded such loans.
Having regard to the fact that the repayment
of principal or payment of interest, wherever
applicable, has not been demanded by the
Company, in our opinion the repayments of
principal amounts and receipts of interest are
regular.
(d) According to information and explanations
given to us and based on the audit procedures
performed, in respect of loans provided by
the Company, there is no overdue amount
remaining outstanding as at the balance sheet
date as the Company has not demanded such
loans.
(e) None of the loans granted by the Company
have fallen due during the year as the Company
has not demanded such loans.
(f)
Above mentioned loans in clause (iii)(a) granted
by the Company are repayable on demand.
(iv) According to information and explanation given to
us, the Company has not granted any loans, made
investments or provided guarantees or securities
that are covered under the provisions of sections
185 or 186 of the Companies Act, 2013, and hence
reporting under clause (iv) of the Order is not
applicable.
(v) The Company has not accepted any deposit or
amounts which are deemed to be deposits. Hence,
reporting under clause (v) of the Order is not
applicable.
(vi) The maintenance of cost records has not been
specified for the activities of the Company by the
Central Government under section 148(1) of the
Companies Act, 2013.
(vii) In respect of statutory dues:
(a) The Company has generally been regular in
depositing undisputed statutory dues, including
Goods and Service tax, Provident Fund,
Employees State Insurance, Income-tax, cess
and other material statutory dues applicable
to the Company. Considering the nature of the
operation of the Company, Sales Tax, duty of
Custom, duty of Excise, Value Added Tax, are
not applicable to the Company.
There were no undisputed amounts payable in
respect of Goods and Service tax, Provident
Fund, Employees State Insurance, Income-
tax, Duty of custom, cess and other material
statutory dues in arrears as at March 31, 2025
for a period of more than six months from the
date they became payable.
(b) Details of statutory dues referred to in sub-clause (a) above as on March 31, 2025 on account of disputes
are given below.
Name of Statue
Nature of
Dispute
Period to which the
amount relates
Forum where dispute is
pending
Total Demand
(` in millions)
Central Goods and
Services Tax Act
2017
Excess Claim of
ITC
2017-18
Additional Commissioner-
(Appeal- GST)
13.74
2017-18
Deputy Commissioner
(Appeal- GST)
12.08
2017-18
Deputy Commissioner
(Appeal- GST)
1.26
2020-21
Deputy Commissioner
(Appeal- GST)
2.30
Short Payment
of Tax & Excess
Claim of ITC
2018-19
Deputy Commissioner
(Appeal- GST)
2.72
2019-20
Deputy Commissioner
(Appeal- GST)
24.94
Income Tax Act, 1961 Certain deduction
disallowed
2018-19
Commissioner Appeal
1.99
Smartworks Coworking Spaces Limited
Smartworks Coworking Spaces Limited
136
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Corporate Overview
Statutory Reports
Financial Statements
Annual Report 2024-25
Of the above cases, includes total amount
deposited in respect of Goods and Services
Tax Act, 2017 is ` 9.2 million.
(viii) There were no transactions relating to previously
unrecorded income that were surrendered or
disclosed as income in the tax assessments under
the Income Tax Act, 1961 (43 of 1961) during the
year.
(ix) (a) In our opinion, the Company has not defaulted
in the repayment of loans or other borrowings
or in the payment of interest thereon to any
lender during the year.
(b) The Company has not been declared wilful
defaulter by any bank or financial institution or
government or any government authority.
(c) To the best of our knowledge and belief, in our
opinion, term loans availed by the Company
were, applied by the Company during the year
for the purposes for which the loans were
obtained.
(d) On an overall examination of the financial
statements of the Company, funds raised on
short-term basis, have not been used during the
year for long-term purposes by the Company.
(e) On an overall examination of the financial
statements of the Company, the Company has
not taken any funds from any entity or person
on account of or to meet the obligations of its
subsidiaries.
(f)
The Company has not raised loans during the
year on the pledge of securities held in its
subsidiary.
(x) (a) The Company has not raised moneys by way
of initial public offer or further public offer
(including debt instruments) during the year
and hence reporting under clause (x)(a) of the
Order is not applicable.
(b) The Company has made preferential allotment
of shares during the year. For such allotment
of shares, the Company has complied with
the requirements of Section 42 and 62 of the
Companies Act, 2013, and the funds raised
have been, applied by the Company during
the year for the purposes for which the funds
were raised. The Company has not made any
preferential allotment or private placement
of (fully or partly or optionally) convertible
debentures during the year.
(xi) (a) To the best of our knowledge, no fraud by
the Company and no material fraud on the
Company has been noticed or reported during
the year.
(b) To the best of our knowledge, no report
under sub-section (12) of section 143 of the
Companies Act has been filed in Form ADT-
4 as prescribed under rule 13 of Companies
(Audit and Auditors) Rules, 2014 with the
Central Government, during the year and upto
the date of this report.
(c) We have taken into consideration the whistle
blower complaints received by the Company
during the year and upto the date of this report
and provided to us, when performing our audit
(refer note 46 of the Standalone Financial
Statements).
(xii) The Company is not a Nidhi Company and hence
reporting under clause (xii) of the Order is not
applicable.
(xiii) In our opinion, the Company is in compliance with
Section 177 and 188 of the Companies Act, where
applicable, for all transactions with the related
parties and the details of related party transactions
have been disclosed in the financial statements etc.
as required by the applicable accounting standards.
(xiv) (a) In our opinion, the Company has an adequate
internal audit system commensurate with the
size and the nature of its business.
(b) We have considered, the internal audit reports
issued to the Company during the year covering
specific processes and periods scoped in for
internal audit as per internal audit plan in the
financial year ended on March 31, 2025.
(xv) In our opinion, during the year ended March 31,
2025, the Company has not entered into any non-
cash transactions with its directors or persons
connected with its directors and hence provisions
of section 192 of the Companies Act, 2013 are not
applicable to the Company.
(xvi) (a) The Company is not required to be registered
under section 45-IA of the Reserve Bank of India
Act, 1934. Hence, reporting under clause (xvi)
(a), (b) and (c) of the Order is not applicable.
(b) The Group does not have any CIC as part of the
group and accordingly reporting under clause
(xvi)(d) of the Order is not applicable.
(xvii) The Company has not incurred cash losses during
the financial year covered by our audit and the
immediately preceding financial year.
(xviii) There has been no resignation of the statutory
auditors of the Company during the year.
(xix) On the basis of the financial ratios, ageing
and expected dates of realization of financial
assets and payment of financial liabilities, other
information accompanying the financial statements
and our knowledge of the Board of Directors and
Management plans and based on our examination
of the evidence supporting the assumptions,
nothing has come to our attention, which causes us
to believe that any material uncertainty exists as on
the date of the audit report indicating that Company
is not capable of meeting its liabilities existing at
the date of balance sheet as and when they fall
due within a period of one year from the balance
sheet date. We, however, state that this is not an
assurance as to the future viability of the Company.
We further state that our reporting is based on the
facts up to the date of the audit report and we
neither give any guarantee nor any assurance that
all liabilities falling due within a period of one year
from the balance sheet date, will get discharged by
the Company as and when they fall due (refer note
38.2.1.5 of the Standalone Financial Statements).
(xx) The company has incurred average net loss in the
period of three immediately preceding financial
years and hence, it is not required to spend any
money under sub-section (5) of section 135 of the
Act. Accordingly, reporting under clause (xx) of the
Order is not applicable to the Company for the year.
For DELOITTE HASKINS & SELLS LLP
Chartered Accountants
(Firm’s Registration No. 117366W / W-100018)
Nilesh H. Lahoti
Partner
Place: Gurugram
(Membership No. 0130054)
Date: June 13, 2025
(UDIN: 25130054BMKMGO5527)
Smartworks Coworking Spaces Limited
Smartworks Coworking Spaces Limited
138
139
Corporate Overview
Statutory Reports
Financial Statements
Annual Report 2024-25
STANDALONE BALANCE SHEET
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
Particulars
Notes
As at
March 31, 2025
As at
March 31, 2024
ASSETS
1
Non-current assets
(a)
Property, plant and equipment
4
11,248.14
9,636.14
(b)
Right-of-use assets
5
26,118.76
24,402.60
(c)
Capital work-in-progress
6
1,354.80
633.09
(d)
Intangible assets
7
23.92
1.74
(e)
Intangible assets under development
8
-
31.55
(f)
Investments in subsidiaries
9
187.54
0.30
(g)
Financial assets
(i)
Investments
10
109.63
112.78
(ii)
Loans
11
235.06
187.08
(iii) Other financial assets
12
2,265.92
1,560.99
(h)
Deferred tax assets (net)
13
1,318.09
1,159.88
(i)
Income tax assets (net)
14
124.50
405.73
(j)
Other non-current assets
15
901.31
731.57
43,887.67
38,863.45
2
Current assets
(a)
Financial assets
(i)
Trade receivables
16
245.34
138.57
(ii)
Cash and cash equivalents
17
392.36
385.93
(iii)
Other bank balances
18
191.94
135.56
(iv)
Other financial assets
12
397.06
662.36
(b)
Other current assets
15
1,166.89
1,309.53
2,393.59
2,631.95
TOTAL (1+2)
46,281.26
41,495.40
EQUITY AND LIABILITIES
3
Equity
(a)
Equity share capital
19
1,031.90
790.13
(b)
Other equity
20
101.67
(246.25)
Total equity
1,133.57
543.88
Liabilities
4
Non-current liabilities
(a)
Financial liabilities
(i)
Lease liabilities
28,023.97
26,295.10
(ii)
Borrowings
21
2,160.26
2,397.48
(iii)
Other financial liabilities
24
2,534.83
2,308.80
(b)
Provisions
22
68.22
51.43
(c)
Other non-current liabilities
25
432.54
366.76
33,219.82
31,419.57
5
Current liabilities
(a)
Financial liabilities
(i)
Lease liabilities
5,203.90
3,787.28
(ii)
Borrowings
21
1,817.44
1,876.02
(iii)
Trade payables
- total outstanding dues of micro enterprises and small enterprises
23
115.78
20.59
- total outstanding dues of creditors other than micro enterprises and small
enterprises
23
1,037.84
1,174.52
(iv)
Other financial liabilities
24
3,302.84
2,247.12
(b)
Provisions
22
15.05
9.41
(c)
Other current liabilities
25
435.02
417.01
11,927.87
9,531.95
TOTAL (3+4+5)
46,281.26
41,495.40
See accompanying notes forming part of the Standalone Financial Statements (1-47)
As per our report of even date
For Deloitte Haskins & Sells LLP
Chartered Accountants
(Firm Registration Number: 117366 W/W-100018)
For and on behalf of the Board of Directors of
Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
Sd/-
Nilesh H. Lahoti
Partner
Membership No: 130054
Place: Gurugram
Date: June 13, 2025
Sd/-
Neetish Sarda
Managing Director
DIN: 07262894
Place: Gurugram
Date: June 13, 2025
Sd/-
Harsh Binani
Wholetime Director
DIN: 07717396
Place: Gurugram
Date: June 13, 2025
Sd/-
Sahil Jain
Chief Financial Officer
Place: Gurugram
Date: June 13, 2025
Sd/-
Punam Dargar
Company Secretary (M. No.- A56987)
Place: Kolkata
Date: June 13, 2025
See accompanying notes forming part of the Standalone Financial Statements (1-47)
As per our report of even date
For Deloitte Haskins & Sells LLP
Chartered Accountants
(Firm Registration Number: 117366 W/W-100018)
For and on behalf of the Board of Directors of
Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
Sd/-
Nilesh H. Lahoti
Partner
Membership No: 130054
Place: Gurugram
Date: June 13, 2025
Sd/-
Neetish Sarda
Managing Director
DIN: 07262894
Place: Gurugram
Date: June 13, 2025
Sd/-
Harsh Binani
Wholetime Director
DIN: 07717396
Place: Gurugram
Date: June 13, 2025
Sd/-
Sahil Jain
Chief Financial Officer
Place: Gurugram
Date: June 13, 2025
Sd/-
Punam Dargar
Company Secretary (M. No.- A56987)
Place: Kolkata
Date: June 13, 2025
STANDALONE STATEMENT OF PROFIT AND LOSS
FOR THE YEAR ENDED MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
Particulars
Notes For the year ended
March 31, 2025
For the year ended
March 31, 2024
REVENUE
1
Revenue from operations
26
13,398.72
10,378.72
2
Other income
27
373.80
752.60
3
Total income (1+2)
13,772.52
11,131.32
EXPENSES
(a)
Operating expenses
28
4,109.52
3,029.20
(b)
Employee benefits expense
29
608.04
478.85
(c)
Finance costs
30
3,339.82
3,283.18
(d)
Depreciation and amortisation expenses
31
6,152.89
4,709.97
(e)
Other expenses
32
337.78
265.53
4
Total expenses
14,548.05
11,766.73
5
Loss before tax (3-4)
(775.53)
(635.41)
Tax expense/ (credit)
(a)
Current tax
13
-
-
(b)
Deferred tax
13
(158.16)
(165.17)
6
Total tax credit
(158.16)
(165.17)
7
Loss for the year (5-6)
(617.37)
(470.24)
8
Other comprehensive income/(loss)
Items that will not be reclassified to profit or loss
- Re-measurement of the defined benefit plan
(0.19)
1.88
- Tax related to above item
13
0.05
(0.49)
Total other comprehensive income/(loss) for the year (net of
tax)
(0.14)
1.39
9
Total comprehensive loss for the year (7+8)
(617.51)
(468.85)
Loss per share (face value of ` 10 each)
Basic
33
(6.04)
(4.88)
Diluted
33
(6.04)
(4.88)
Smartworks Coworking Spaces Limited
Smartworks Coworking Spaces Limited
140
141
Corporate Overview
Statutory Reports
Financial Statements
Annual Report 2024-25
STANDALONE STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
Particulars
For the year ended
March 31, 2025
For the year ended
March 31, 2024
Cash flows from operating activities:
Loss before tax
(775.53)
(635.41)
Adjustments for:
- Depreciation and amortization expenses
6,152.89
4,709.97
- Finance costs
3,339.82
3,283.18
- Revenue equalization reserve
(71.08)
(100.36)
- Interest income
(328.27)
(376.92)
- Liability/provision no longer required written back
-
(14.32)
- Gain on lease termination/reassessment
-
(310.86)
- Gain on fair valuation of investment in mutual fund
(7.21)
(4.28)
- Gain on sale of mutual fund units
(7.15)
-
- Capital work-in-progress/property, plant and equipment
written off
25.94
52.22
- (Profit)/loss on sale of property, plant & equipment
(1.02)
0.49
- Share based payment expense
39.32
-
- Others
36.01
19.52
Operating cash flows before working capital changes
8,403.72
6,623.23
Changes in working capital
- Trade receivables
(105.67)
(2.81)
- Trade payables
(41.49)
221.29
- Provisions
(3.04)
(5.34)
- Other financial and non-financial liabilities
961.47
1,127.65
- Other financial and non-financial assets
(493.62)
(278.40)
Cash generated from operating activities before tax
8,721.37
7,685.62
Income tax refund /(paid) (net)
306.22
(189.16)
Net cash generated from operating activities
(A)
9,027.59
7,496.46
Cash flow from investing activities
- Purchase of property plant and equipments, intangible assets
and capital work-in-progress (net of capital advance)
(2,683.40)
(2,624.61)
- Sale of property plant and equipments (including sale and
lease-back)
1.43
31.84
- Investment in mutual fund units
(1,615.01)
(108.50)
- Proceeds from sale of mutual fund units
1,648.93
-
- Investment in equity shares of other companies
(16.40)
-
- Investment in subsidiary
(187.24)
-
- Proceeds from bank deposits not considered as cash and
cash equivalents (net)
98.39
740.26
- Loan given to subsidiaries
(78.54)
(128.06)
- Repayment of loan by subsidiaries
30.56
8.89
- Interest received (including interest from subsidiaries)
54.05
95.54
Net cash used in investing activities
(B)
(2,747.23)
(1,984.64)
STANDALONE STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
Particulars
For the year ended
March 31, 2025
For the year ended
March 31, 2024
Cash flow from financing activities
- Proceeds from long term borrowings
1,158.69
1,575.20
- Repayment of long term borrowings
(1,465.12)
(1,868.45)
- Proceeds / (repayment) from short term borrowings (net)
45.09
(71.25)
- Proceeds from issue of equity shares and share warrants
1,165.50
355.62
- Proceeds from issue of cumulative convertible preference
shares
2.88
328.12
- Interest paid on borrowings
(416.98)
(537.48)
- Interest paid on lease liabilities
(2,770.58)
(2,498.10)
- Expenses incurred for issue of equity shares
(0.49)
-
- Other borrowing cost paid
(16.32)
(17.23)
- Payment of principal portion of lease liabilities (including
initial direct cost for acquiring right-of-use assets)
(3,938.39)
(3,038.23)
Net cash used in financing activities
(C)
(6,235.72)
(5,771.80)
Net increase/(decrease) in cash and cash equivalents
(A+B+C)
44.64
(259.98)
Cash and cash equivalents at the beginning of the year
(38.42)
221.56
Cash and cash equivalents at the end of the year (refer note 17.2)
6.22
(38.42)
The above Standalone Statement of Cash Flows has been prepared under the ‘indirect method’ as set out in Ind AS 7
‘Statement of Cash Flows’.
See accompanying notes forming part of the Standalone Financial Statements (1-47)
As per our report of even date
For Deloitte Haskins & Sells LLP
Chartered Accountants
(Firm Registration Number: 117366 W/W-100018)
For and on behalf of the Board of Directors of
Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
Sd/-
Nilesh H. Lahoti
Partner
Membership No: 130054
Place: Gurugram
Date: June 13, 2025
Sd/-
Neetish Sarda
Managing Director
DIN: 07262894
Place: Gurugram
Date: June 13, 2025
Sd/-
Harsh Binani
Wholetime Director
DIN: 07717396
Place: Gurugram
Date: June 13, 2025
Sd/-
Sahil Jain
Chief Financial Officer
Place: Gurugram
Date: June 13, 2025
Sd/-
Punam Dargar
Company Secretary (M. No.- A56987)
Place: Kolkata
Date: June 13, 2025
Smartworks Coworking Spaces Limited
Smartworks Coworking Spaces Limited
142
143
Corporate Overview
Statutory Reports
Financial Statements
Annual Report 2024-25
NOTES FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
STANDALONE STATEMENT OF CHANGES IN THE EQUITY
FOR THE YEAR ENDED MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
A. EQUITY SHARE CAPITAL
Particulars
Amount
As at April 01, 2023
776.91
Movement during the year :
Shares issued under private placement
13.22
As at March 31, 2024
790.13
Movement during the year :
Shares issued under private placement
37.17
Conversion of CCPS into equity shares
196.10
Conversion of warrants into equity shares
8.50
As at March 31, 2025
1,031.90
B. OTHER EQUITY
Particulars
Instruments
classified as
equity
(refer note
20.2)
Reserves and surplus
Share
application
money
pending
allotment
Money
received
against
share
warrants
Total
Securities
premium
Share
based
payment
reserve
Retained
earnings
As at April 01, 2023
183.80
2,209.18
- (2,843.03)
-
2.13 (447.92)
Issue of equity shares (refer note 19.6)
-
342.40
-
-
0*
-
342.40
Issue of cumulative convertible preference
shares (refer note 19.7)
12.20
315.92
-
-
-
-
328.12
Loss for the year
-
-
-
(470.24)
-
-
(470.24)
Re-measurement of defined benefit plan
(net of tax)
-
-
-
1.39
-
-
1.39
As at March 31, 2024
196.00
2,867.50
- (3,311.88)
0*
2.13 (246.25)
Issue of equity shares (refer note 19.6)
-
962.58
-
-
-
-
962.58
Issue of cumulative convertible preference
shares (refer note 19.7)
0.10
2.77
-
-
(0)*
-
2.87
Conversion of CCPS into equity shares
(196.10)
-
-
-
-
-
(196.10)
Conversion of warrants into equity shares
(refer note 20.3)
-
159.38
-
-
-
(2.13)
157.25
Share based payment expense (refer note
20.4 and 43)
-
-
39.32
-
-
-
39.32
Expenses incurred for issue of equity
shares
-
(0.49)
-
-
-
-
(0.49)
Loss for the year
-
-
-
(617.37)
-
-
(617.37)
Re-measurement of defined benefit plan
(net of tax)
-
-
-
(0.14)
-
-
(0.14)
As at March 31, 2025
-
3,991.74
39.32 (3,929.39)
-
-
101.67
1.
CORPORATE INFORMATION
Smartworks Coworking Spaces Limited (CIN -
U74900DL2015PLC310656) is a public limited
Company, domiciled in India. The Registered
office of the Company is situated at Unit No. 305-
310, Plot No. 9, 10 & 11, Vardhman Trade Centre,
Nehru Place, New Delhi - 110019. The Company
is engaged in the business of developing and
licensing fully serviced office spaces including
rendering of related ancilliary services.
These Standalone Financial Statements were
authorised for issue in accordance with a resolution
of the Board of Directors on June 13, 2025.
2.
SUMMARY OF MATERIAL ACCOUNTING
POLICIES
2.1. Basis of preparation and presentation
These Standalone Financial Statements (“Financial
Statements”) have been prepared to comply in
all material respects with the Indian Accounting
Standards (‘Ind AS’) as notified by the Ministry of
Corporate Affairs (‘MCA’) under section 133 of the
Companies Act, 2013 (‘Act’), read together with Rule
3 of the Companies (Indian Accounting Standards)
Rules, 2015 (as amended from time to time) and
other accounting principles generally accepted in
India.
The Standalone Financial Statements are based on
the classification provisions contained in Ind AS 1,
‘Presentation of Financial Statements’ and Division
II of Schedule III (as amended) to the Act to the
extent applicable. Further, for the purpose of clarity,
various items are aggregated in the Standalone
Balance Sheet ,Standalone Statement of Profit
and Loss , Standalone Statement of Cash Flows
and Standalone Statement of Changes in Equity
. Nonetheless, these items are disaggregated
separately in the notes to the Standalone Financial
Statements, where applicable or required.
All the amounts included in the Standalone Financial
Statements are reported in millions of Indian Rupee
(‘Rupee’ or ‘₹’) and are rounded off to the nearest
million, except per share data and unless stated
otherwise. Further, due to rounding off, certain
amounts are appearing as ‘0’.
The accounting policies, as set out in the following
paragraphs of this note, have been consistently
applied, by the Company, to all the periods
presented in the said Standalone Financial
Statements, except in case of adoption of any new
standards and amendments during the year.
To provide more reliable and relevant information
about the effect of certain items in the Standalone
Balance Sheet and Standalone Statement of
Profit and Loss, the Company has changed the
classification of certain items.
The Standalone Financial Statements have been
prepared on the accrual and going concern basis,
and the historical cost convention except where the
Ind AS requires a different accounting treatment.
Current versus non-current classification
The Company presents assets and liabilities based
on current/ non-current classification.
Assets:
An asset is treated as current when it is:
i)
Expected to be realised or intended to be sold
or consumed in normal operating cycle
ii)
Held primarily for the purpose of trading
iii)
Expected to be realised within twelve months
after the reporting period, or
iv)
Cash or cash equivalent unless restricted from
being exchanged or used to settle a liability
for at least twelve months after the reporting
period.
All other assets are classified as non-current.
Liabilities:
A liability is current when:
(i)
It is expected to be settled in normal operating
cycle
(ii)
It is held primarily for the purpose of trading
(iii)
It is due to be settled within twelve months
after the reporting period, or
(iv) There is no unconditional right to defer the
settlement of the liability for at least twelve
months after the reporting period.
* amount less than five thousand are appearing as ‘0’.
See accompanying notes forming part of the Standalone Financial Statements (1-47)
As per our report of even date
For Deloitte Haskins & Sells LLP
Chartered Accountants
(Firm Registration Number: 117366 W/W-100018)
For and on behalf of the Board of Directors of
Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
Sd/-
Nilesh H. Lahoti
Partner
Membership No: 130054
Place: Gurugram
Date: June 13, 2025
Sd/-
Neetish Sarda
Managing Director
DIN: 07262894
Place: Gurugram
Date: June 13, 2025
Sd/-
Harsh Binani
Wholetime Director
DIN: 07717396
Place: Gurugram
Date: June 13, 2025
Sd/-
Sahil Jain
Chief Financial Officer
Place: Gurugram
Date: June 13, 2025
Sd/-
Punam Dargar
Company Secretary (M. No.- A56987)
Place: Kolkata
Date: June 13, 2025
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NOTES FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
NOTES FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
All other liabilities are classified as non-current.
Deferred tax assets and liabilities, and all other
assets and liabilities which are not current (as
discussed in the above paragraphs) are classified
as non-current assets and liabilities.
Operating cycle:
All assets and liabilities have been classified as
current or non-current as per the Company’s
operating cycle and other criteria set out in the
Schedule III to the Companies Act, 2013. Based on
the nature of services and the time between the
rendering of service and their realization in cash and
cash equivalents, the Company has ascertained its
operating cycle as twelve months for the purpose
of current and non-current classification of assets
and liabilities.
Fair value measurement
Fair value is the price at the measurement date,
at which an asset can be sold or a liability can
be transferred, in an orderly transaction between
market participants. The Company’s accounting
policies require, measurement of certain financial
instruments at fair values (either on a recurring or
non-recurring basis).
The Company is required to classify the fair valuation
method of the financial assets and liabilities, either
measured or disclosed at fair value in the Financial
Information, using a three level fair-value-hierarchy
(which reflects the significance of inputs used
in the measurement). Accordingly, the Company
uses valuation techniques that are appropriate in
the circumstances and for which sufficient data is
available to measure fair value, maximising the use
of relevant observable inputs and minimising the
use of unobservable inputs.
2.2. Amendments to Ind AS
Ministry of Corporate Affairs (“MCA”) notifies new
standards or amendments to the existing standards
under Companies (Indian Accounting Standards)
Rules as issued from time to time. During the
year ended March 31, 2025, MCA has notified
amendment to Ind AS – 116 Leases applicable to the
Company w.e.f. September 9, 2024. The Company
has reviewed the amendment and based on its
evaluation has determined that it does not have
any significant impact on its Standalone Financial
Statements.
2.3. Functional and presentation currency
The Standalone Financial Statements are presented
in Indian rupees, which is the functional currency
of the Company and the currency of the primary
economic environment in which the Company
operates.
2.4. Use of estimates and judgement
The preparation of Standalone Financial Statements
in conformity with Ind AS requires the management
to make judgments, estimates and assumptions
that affect the application of accounting policies
and the reported amounts of assets, liabilities,
income and expenses. Actual results may differ
from these estimates. (refer note 3)
Estimates and underlying assumptions are reviewed
on a periodic basis. Revisions to accounting
estimates are recognized in the period in which
the estimates are revised and in any future periods
affected.
2.5 Revenue recognition
2.5.1. Operating revenue
Revenue from operations includes rental
income for the use of co-working space,
along with related ancillary services, software
fees and income from rendering of designing
services (design and fitout service).
Rental income
Revenue from leased out co-working spaces
under an operating leases is recognized on
a straight line basis over lease term, except
where there is an uncertainty of ultimate
collection.
The Company assesses the lease term based
on the customer portfolio to determine
whether it is reasonably certain that any
options to extend or terminate the contract will
be exercised. The Company has determined
the lease term as the non-cancellable term
or contract term based on the customer
portfolio.
After the lease term, rental revenue is
recognized as and when services are rendered
on a monthly basis as per the contractual
terms prescribed under agreement entered
with customers. Initial direct costs, such as
commissions, incurred by the Company in
negotiating and arranging a lease are deferred
and allocated to income over the lease term
for revenue, which has been presented as
‘Prepayments’ in Standalone Balance Sheet. “
Design and fitout service
Design
and
fitout
service
where
the
Company is acting as a contractor, revenue
is recognized in accordance with the terms
of the construction agreements. Under such
contracts, assets created does not have
an alternative use and the Company has an
enforceable right to payment.
The Company uses cost based input method
for measuring progress for performance
obligation satisfied over time. Under this
method, the Company recognizes revenue in
proportion to the actual project cost incurred
as against the total estimated project cost.
The management reviews and revises its
measure of progress periodically and are
considered as change in estimates and
accordingly, the effect of such changes in
estimates is recognised prospectively in the
period in which such changes are determined.
However, when the total project cost is
estimated to exceed total revenues from the
project, the loss is recognized immediately.
As the outcome of the contracts cannot be
measured reliably during the early stages of
the project, contract revenue is recognized
only to the extent of costs incurred in the
Standalone Statement of Profit and Loss.
Ancillary services
Revenue from contracts with customers for
ancillary services (such as meeting room
charges, one-time setup costs, parking
charges, internet fees, electricity charges,
facility
management
services
etc.)
is
recognized when control of the goods or
services are transferred to the customer at
an amount that reflects the consideration to
which the Company expects to be entitled in
exchange for those goods or services.”
Revenues in excess of invoicing are classified
as unbilled revenue while invoicing and
collection in excess of revenue are classified
as deferred revenue. The Company presents
service revenue net of indirect taxes in its
Standalone Statement of Profit and Loss.
2.5.2. Other income
Interest income from a financial asset is
recognized when it is probable that the
economic benefits will flow to the Company
and the amount of income can be measured
reliably. Interest income is accrued on a
time basis, by reference to the principal
outstanding and at the effective interest
rate applicable, which is the rate that exactly
discounts estimated future cash receipts
through the expected life of the financial
asset to that asset’s net carrying amount on
initial recognition.
On disposal of an investment, the difference
between the carrying amount and the disposal
proceeds, net of expenses, is recognized in
the Standalone Statement of Profit and Loss.
2.6 Leases
2.6.1 Company as a lessee
At inception of a contract, the Company
assesses whether the contract is, or contains,
a lease. A contract is, or contains, a lease if
the contract conveys the right to control the
use of an identified asset for a period of time
in exchange for consideration.
At the date of commencement of the lease,
the Company recognizes a right-of-use asset
(“ROU”) and a corresponding lease liability for
all lease arrangements in which it is a lessee,
except for leases with a term of twelve
months or less (short-term leases) and low
value leases. For these short-term and low
value leases, the Company recognizes the
lease payments as an operating expense over
the term of the lease.
The
right-of-use
assets
are
initially
recognized at cost, which comprises the
initial amount of the lease liability adjusted for
any lease payments made at or prior to the
commencement date of the lease plus any
initial direct costs less any lease incentives.
They are subsequently measured at cost less
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NOTES FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
NOTES FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
accumulated depreciation and impairment
losses. Depreciation is computed using the
straight-line method from the commencement
date to the end of the useful life of the
underlying asset or the end of the lease term,
whichever is shorter. If ownership of the
leased asset transfers to the Company at the
end of the lease term or the cost reflects the
exercise of a purchase option, depreciation is
calculated using the estimated useful life of
the asset.
The lease liability is initially measured at
amortized cost at the present value of the
future lease payments. The lease payments
are discounted using the interest rate implicit
in the lease or, if not readily determinable,
using the Incremental borrowing rates that
commensurate with the lease term (refer
note 3.1.1). Subsequently, lease liabilities
are measured at amortized cost using the
effective interest method and remeasured to
reflect any reassessment of options or lease
modifications, or to reflect changes in lease
payments, with a corresponding adjustment
to the ROU asset or Statement of Profit and
Loss if the ROU asset has been reduced to
zero.
Asset retirement obligation is determined
at the present value of expected costs to
settle the obligation using estimated cash
flows and are recognized as part of the cost
of the particular right-of-use asset on initial
recognition.
2.6.2 Company as a lessor
Leases in which the Company transfers
substantially all the risks and benefits of
ownership of the asset are classified as
finance leases. Assets given under finance
lease are recognized as a receivable at an
amount equal to the net investment in the
lease. After initial recognition, the Company
apportions
lease
rentals
between
the
principal repayment and interest income so as
to achieve a constant periodic rate of return
on the net investment outstanding in respect
of the finance lease. The interest income is
recognized in the Standalone Statement of
Profit and Loss.
Leases in which the Company does not
transfer substantially all the risks and benefits
of ownership of the asset are classified
as operating leases. Assets subject to
operating leases are included in property,
plant and equipment and right of use assets.
Management recognised lease income on
an operating lease is recognized in the
Standalone Statement of Profit and Loss on
a straight-line basis over the lease term on
reasonable basis.
2.7 Foreign currency transactions and balances
Transactions
in
currencies
other
than
the
Company’s functional currency (foreign currencies)
are recognized at the rates of exchange prevailing
at the dates of the transactions. At the end of each
reporting period, monetary items denominated
in foreign currencies are retranslated at the rates
prevailing at that date. Non-monetary items that
are measured in terms of historical cost in a foreign
currency are not retranslated.
Exchange differences on monetary items are
recognized in Standalone Statement of Profit and
Loss in the period in which they arise.
2.8 Employee benefits
The Company’s employee benefit mainly includes
salaries, bonuses, defined contribution absences
and defined benefit plans. The employee benefits
are recognised in the period in which the associated
services are rendered by the Company employees.
Short term employee benefits are recognised
in Standalone Statement of Profit and Loss at
undiscounted amounts during the period in which
the related services are rendered.
2.8.1 Short-term benefits
Liabilities for salaries, including non-monetary
benefits (such as compensated absences)
that are expected to be settled wholly within
12 months after the end of the period in which
the employees render the related service are
recognized in respect of employees’ services
up to the end of the reporting period and are
measured at the amounts expected to be paid
when the liabilities are settled. The liabilities
are presented as current employee benefit
obligations in the Standalone Balance Sheet.
2.8.2 Long term benefits
Compensated absences
Compensated absences benefits comprises
of encashment and availment of leave
balances that were earned by the employees
over the period of past employment. The
Company provides for the liability towards
the said benefits on the basis of actuarial
valuation carried out as at the reporting date,
by an independent qualified actuary using the
projected-unit-credit method. The related
re-measurements are recognised in the
Standalone Statement of Profit and Loss in
the period in which they arise.
2.8.3 Post-employment obligations
Defined benefit plans
The Company has defined benefit plan namely
gratuity. The said plan requires a lump-sum
payment to eligible employees (meeting
the required vesting service condition) at
retirement or termination of employment,
based on a pre-defined formula. The cost of
providing benefits is determined using the
projected unit credit method, with actuarial
valuations being carried out at the end of
each annual reporting period. Defined benefit
costs are categorised as follows:
•
service cost (including current service
cost, past service cost, as well as
gains and losses on curtailments and
settlements);
•
net interest expense or income; and
•
remeasurement
The
Company
presents
the
first
two
components of defined benefit costs in
Standalone Statement of Profit and Loss.
Curtailment gains and losses are accounted
for as past service costs. Past service cost
is recognized in Statement of Profit and
Loss in the period of a plan amendment.
Net interest is calculated by applying the
discount rate at the beginning of the period
to the net defined benefit liability or asset.
Re-measurement gains and losses arising
from experience adjustments and changes in
actuarial assumptions are recognized in the
period in which they occur, directly in other
comprehensive income. They are included in
retained earnings in the Standalone Statement
of Changes in Equity and in the Standalone
Balance Sheet.
Defined contribution plans
The Company has defined contribution plans
for post-employment benefit namely the
provident fund and employee state insurance
scheme. The Company’s contribution thereto
is charged to the Standalone Statement of
Profit and Loss. The Company has no further
obligations under these plans beyond its
periodic contributions.
2.8.4 Share based payments
Employees
of
the
Company
receives
remuneration in the form of share-based
payments,
whereby
employees
render
services
as
consideration
for
equity
instruments.
The cost of equity-settled transactions is
determined by the fair value at the date
when the grant is made using Black Scholes
valuation model. The grant date fair value of
options granted to employees is recognised
as
employee
benefit
expense
with
a
corresponding increase in employee stock
options reserve, over the period in which
the eligibility conditions are fulfilled and the
employees unconditionally become entitled
to the awards. The cumulative expense
recognised for equity settled transactions
at each reporting date until the vesting date
reflects the extent to which the vesting period
has expired and the Company’s best estimate
of the number of equity instruments that will
ultimately vest.
The Standalone Statement of Profit and
Loss for a year represents the movement
in cumulative expense recognised as at
the beginning and end of that period and is
recognised in employee benefits expense.
The dilutive effect of outstanding options is
reflected as additional share dilution in the
computation of diluted earnings per share.
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Annual Report 2024-25
NOTES FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
NOTES FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
2.9 Finance costs
Borrowing costs that are directly attributable
to the acquisition or construction of qualifying
assets are capitalised as part of the cost of such
assets. A qualifying asset is one that necessarily
takes substantial period of time to get ready for its
intended use.
Interest
income
earned
on
the
temporary
investment of specific borrowings pending their
expenditure on qualifying assets is deducted from
the borrowing costs eligible for capitalisation.
All other borrowing costs are charged to the
Standalone Statement of Profit and Loss for the
period for which they are incurred.
2.10 Taxation
Income tax expense represents the sum of the
current tax and deferred tax.
2.10.1 Current tax
The current tax is based on taxable profit for
the year. Taxable profit differs from ‘Profit
Before Tax’ as reported in the Standalone
Statement of Profit and Loss because of
items of income or expense that are taxable
or deductible in other years and items that are
never taxable or deductible. The Company’s
current tax is calculated using tax rates
applicable for the respective year.
2.10.2 Deferred tax
Deferred tax is recognized on temporary
differences between the carrying amounts
of assets and liabilities in the Standalone
Financial Statements and their tax bases.
Deferred tax liabilities are recognized for
all taxable temporary differences. Deferred
tax assets are recognized for all deductible
temporary differences and incurred tax
losses to the extent that it is probable that
taxable profits will be available against which
those deductible temporary differences can
be utilised. Such deferred tax assets and
liabilities are not recognized if the temporary
difference arises from the initial recognition
of assets and liabilities in a transaction that
affects neither the taxable profit nor the
accounting profit.
The carrying amount of deferred tax assets
is reviewed at the end of each reporting year
and reduced to the extent that it is no longer
probable that sufficient taxable profits will be
available to allow all or part of the asset to be
recovered.
Deferred tax liabilities and assets are
measured at the tax rates that are expected
to apply in the year in which the liability is
settled or the asset realised, based on tax
rates (and tax laws) that have been enacted
or substantively enacted by the end of the
reporting year.
The measurement of deferred tax liabilities
and assets reflects the tax consequences
that would follow from the manner in which
the Company expects, at the end of the
reporting period, to recover or settle the
carrying amount of its assets and liabilities.
2.10.3 Current and deferred tax
Current and deferred tax are recognized in
the Standalone Statement of Profit and Loss,
except when they relate to items that are
recognized in other comprehensive income or
directly in equity, in which case, the current
and deferred tax are also recognized in other
comprehensive income or directly in equity
respectively.
2.11 Property, plant and equipment (‘PPE’)
Property, plant and equipment is stated at cost,
net of accumulated depreciation and accumulated
impairment losses, if any.
Cost comprises of the purchase price including
freight and non-refundable taxes, and directly
attributable expenses incurred to bring the asset
to the location and condition necessary for it to be
capable of being operated in the manner intended
by management.
Borrowing costs that are directly attributable
to the acquisition or construction of qualifying
assets are capitalised as part of the cost of such
assets. A qualifying asset is one that necessarily
takes substantial period of time to get ready for its
intended use.
Cost incurred for expected fit-out period is
capitalised as part of leasehold improvement,
as this cost is attributable to bring the asset in
necessary condition for its intended use. (refer
note 3.1.2)
Subsequent costs are included in the asset’s
carrying amount or recognised as a separate asset,
as appropriate, only when it is probable that future
economic benefits associated with the item will
flow to the Company and the cost of the item can
be measured reliably.
The carrying amount of any component accounted
for as a separate asset is derecognized when
replaced. The other repairs and maintenance are
charged to Standalone Statement of Profit and
Loss during the reporting period in which they are
incurred.
2.11.1 Depreciation method, estimated useful
lives and residual value
Depreciable amount for assets is the cost of
an asset, or other amount substituted for cost,
less its estimated residual value. Residual
value is estimated to be five percent of total
cost of asset, except for certain leasehold
improvement and electrical equipment classes
of assets where it is estimated to be nil.
Depreciation
on
property,
plant
and
equipment is computed using the straight-
line method over the estimated useful lives.
The management basis its past experience
and technical assessment has estimated the
useful lives, which is at variance with the life
prescribed in Part C of Schedule II to the Act
and has accordingly, depreciated the assets
over such useful lives. The Company has
established the estimated range of useful
lives for different categories of property, plant
and equipment as follows :
Categories
Useful life (in years)
Leasehold
improvement
Lease term or 10 years,
whichever is less
Electrical installations
and equipment
10
Plant and equipment
15
Furniture and fixtures
3-10
Vehicles
8-10
Categories
Useful life (in years)
Computer and data
processing unit
3-6
Office equipment
3-10
The useful lives, residual values and depreciation
method of PPE are reviewed, and adjusted
appropriately, at least as at each financial year
end so as to ensure that the method and period
of depreciation are consistent with the expected
pattern of economic benefits from these assets.
The effect of any change in the estimated useful
lives, residual values and / or depreciation method
are accounted prospectively, and accordingly the
depreciation is calculated over the PPE’s remaining
revised useful life.
2.11.2 Derecognition
An item of property, plant and equipment
is derecognised upon disposal or when no
future economic benefits are expected to
arise from the continued use of the asset.
Any gain or loss arising on the disposal or
retirement of an item of plant and equipment
is determined as the difference between the
sales proceeds and the carrying amount of
the asset and is recognised in the Standalone
Statement of Profit and Loss.
Gains and losses on disposal are determined
by comparing proceeds with carrying amount.
These are included in the Standalone
Statement of Profit and Loss within other
gains / (losses).
2.11.3 Capital work in progress
Capital work in progress is stated at cost
less impairment losses. Such expenditure
includes the cost of materials and goods
purchased or acquired with the intention of
creating any capital asset and the project site
and cost incurred for expected fit-out period
which is attributed to the property, plant and
equipment.
2.12 Intangible assets
2.12.1 Initial measurement
Software (both purchased and internally
generated) which is not an integral part of
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NOTES FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
NOTES FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
related hardware, is treated as intangible
asset and stated at cost on initial recognition
and subsequently measured at cost less
accumulated amortization and accumulated
impairment loss, if any.
2.12.2 Internally-generated intangible assets
Expenditure
on
research
activities
for
internally generated intangible assets is
recognised as an expense in the period in
which it is incurred.
An
internally-generated
intangible
asset
arising from development (or from the
development phase of an internal project) is
recognised if, and only if, all of the following
conditions have been demonstrated:
•
the technical feasibility of completing
the intangible asset so that it will be
available for use or sale;
•
the intention to complete the intangible
asset and use or sell it;
•
the ability to use or sell the intangible
asset;
•
how the intangible asset will generate
probable future economic benefits;
•
the availability of adequate technical,
financial
and
other
resources
to
complete the development and to use
or sell the intangible asset; and
•
the ability to measure reliably the
expenditure attributable to the intangible
asset during its development.
The amount initially recognised for internally-
generated intangible assets is the sum of the
expenditure on direct salary incurred from the
date when the intangible asset first meets
the recognition criteria listed above. Where
no internally-generated intangible asset can
be recognised, development expenditure
is recognised in the Standalone Statement
of Profit and Loss in the period in which it is
incurred.
2.12.3 Subsequent measurement
Subsequent costs are included in the asset’s
carrying amount, only when it is probable that
future economic benefits associated with the
cost incurred will flow to the Company and
the cost of the item can be measured reliably.
All other expenditure is recognized in the
Standalone Statement of Profit and Loss.
2.12.4 Derecognition policy
An intangible asset is derecognised on
disposal, or when no future economic
benefits are expected from use or disposal.
Gains or losses arising from derecognition
of an intangible asset are measured as
the difference between the net disposal
proceeds and the carrying amount of the
asset, and are recognised in the Standalone
Statement of Profit and Loss when the asset
is derecognised.
2.12.5 Amortisation method and periods
Intangible assets i.e. software are amortised
on a straight line basis over its estimated
useful life i.e. 3 years. The estimated useful
life and amortisation method are reviewed at
the end of each reporting year, with the effect
of any changes in estimate being accounted
for on a prospective basis.
2.13 Impairment of non-financial assets
At the end of each reporting year, the Company
reviews the carrying amounts of its impairment of
non-financial assets to determine whether there
is any indication that those assets have suffered
an impairment loss. If any such indication exists,
the recoverable amount of the asset is estimated
in order to determine the extent of the impairment
loss (if any). When it is not possible to estimate
the recoverable amount of an individual asset,
the Company estimates the recoverable amount
of the cash generating unit to which the asset
belongs. When a reasonable and consistent basis
of allocation can be identified, corporate assets are
also allocated to individual cash-generating units,
or otherwise they are allocated to the smallest
cash-generating units for which a reasonable and
consistent allocation basis can be identified.
Recoverable amount is the higher of fair value less
costs of disposal and value in use. In assessing
value in use, the estimated future cash flows are
discounted to their present value using a pre-
tax discount rate that reflects current market
assessments of the time value of money and the
risks specific to the asset for which the estimates
of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-
generating unit) is estimated to be less than
its carrying amount, the carrying amount of
the asset (or cash-generating unit) is reduced
to its recoverable amount. An impairment loss
is recognised immediately in the Standalone
Statement of Profit and Loss.
When an impairment loss subsequently reverses,
the carrying amount of the asset (or a cash-
generating unit) is increased to the revised estimate
of its recoverable amount, but so that the increased
carrying amount does not exceed the carrying
amount that would have been determined had no
impairment loss been recognised for the asset (or
cash-generating unit) in prior years. A reversal of
an impairment loss is recognised immediately in the
Standalone Statement of Profit and Loss.
2.14 Provisions and contingencies
Provisions are recognised when the Company
has a present obligation (legal or constructive)
as a result of a past event, it is probable that the
Company will be required to settle the obligation,
and a reliable estimate can be made of the amount
of the obligation.
The amount recognised as a provision is the best
estimate of the consideration required to settle the
present obligation at the end of the reporting period,
taking into account the risks and uncertainties
surrounding the obligation. When a provision is
measured using the cash flows estimated to settle
the present obligation, its carrying amount is the
present value of those cash flows (when the effect
of the time value of money is material).
Asset retirement obligations (ARO) are provided
for those operating lease arrangements where the
Company has a binding obligation at the end of the
lease period to restore the leased premises in a
condition similar to inception of lease.
Asset retirement obligation are provided at the
present value of expected costs to settle the
obligation using estimated cash flows and are
recognized as part of the cost of the particular
asset. The cash flows are discounted using
incremental borrowing rate that reflects the risks
specific to the site restoration obligation. The
unwinding of the discount is expensed as incurred
and recognized in the Standalone Statement of
Profit and Loss as a finance cost. The estimated
future costs of decommissioning are reviewed
annually and adjusted as appropriate. Changes in
the estimated future costs or in the discount rate
applied are added to or deducted from the cost of
the asset.
Contingent liabilities are disclosed when there
is a possible obligation arising from past events,
the existence of which will be confirmed only by
the occurrence or non occurrence of one or more
uncertain future events not wholly within the control
of the Company or a present obligation that arises
from past events where it is either not probable that
an outflow of resources will be required to settle or
a reliable estimate of the amount cannot be made.
2.15 Financial instruments
Financial
assets
and
financial
liabilities
are
recognised when the Company becomes a party to
the contractual provisions of the instruments.
The Company determines the classification of its
financial instruments at initial recognition.
2.16 Financial assets
2.16.1 Initial recognition and measurement
At initial recognition, financial asset (except
trade receivables which do not contain a
significant financing component are measured
at transaction price) is measured at its fair
value plus, in the case of a financial asset not
at fair value through profit or loss, transaction
costs that are directly attributable to the
acquisition of the financial asset. Transaction
costs of financial assets carried at fair value
through profit or loss are expensed in the
Standalone Statement of Profit and Loss.
2.16.2 Subsequent measurement
All
recognised
financial
assets
are
subsequently measured in their entirety at
Smartworks Coworking Spaces Limited
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Statutory Reports
Financial Statements
Annual Report 2024-25
NOTES FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
NOTES FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
either amortised cost or fair value, depending
on the classification of the financial assets.
The Company classifies its financial assets in
the following measurement categories:
•
those to be measured subsequently
at fair value (either through other
comprehensive
income,
or
through
Profit and Loss), and
•
those measured at amortised cost.
The classification depends on the entity’s
business model for managing the financial
assets and the contractual terms of the cash
flows.
For assets measured at fair value, gains and
losses will either be recorded in Profit and Loss
or other comprehensive income. Investments
in debt mutual funds are measured at fair
value through Profit and Loss as per the
business model and contractual cash flow
test.
2.16.3 Impairment of financial assets
The Company assesses at each Balance
Sheet date whether a financial asset or a
Company of financial assets is impaired.
Ind AS 109 requires expected credit losses
to be measured through a loss allowance.
The Company recognises lifetime expected
losses for trade receivables that do not
constitute a financing transaction. For other
financial assets carried at amortised cost
the Company assesses, on a forward looking
basis, the expected credit losses associated
with such assets and recognises the same in
the Standalone Statement of Profit and Loss.
2.16.4 Cash and cash equivalents
For the purpose of presentation in the
Standalone Statement of Cash Flows, cash
and cash equivalents includes cash on hand,
deposits held at call with financial institutions,
other short-term, highly liquid investments,
other than which are lien against borrowings,
with original maturities of three months or
less that are readily convertible to known
amounts of cash and which are subject to
an insignificant risk of changes in value, and
book overdrafts. Bank overdrafts are shown
within borrowings in current liabilities in the
Standalone Balance Sheet.
2.16.5 Derecognition of financial assets
The Company derecognises financial assets in
accordance with the principles of Ind AS 109
which usually coincides receipt of payment or
write off of the financial asset.
2.17 Financial liabilities and equity instruments
2.17.1 Classification of debt or equity
Debt and equity instruments issued by a
Company entity are classified as either
financial liabilities or as equity in accordance
with the substance of the contractual
arrangements and the definitions of a financial
liability and an equity instrument.
2.17.2 Equity instruments
An equity instrument is any contract that
evidences a residual interest in the assets of
an entity after deducting all of its liabilities.
Equity instruments issued by a Company entity
are recognised at the proceeds received, net
of direct issue costs.
2.17.3 Financial liabilities
Classification : The Company classifies all
financial liabilities as subsequently measured
at amortised cost.
Initial recognition and measurement : All
financial liabilities are recognised initially
at fair value and, in the case of loans and
borrowings and payables, net of directly
attributable transaction costs.
Loans
and
borrowings
:
After
initial
recognition,
interest-bearing
loans
and
borrowings are subsequently measured at
amortised cost using the Effective Interest
Rate (EIR) method. Gains and losses are
recognised in the Standalone Statement
of Profit and Loss when the liabilities are
derecognised. Amortised cost is calculated by
taking into account any discount or premium
on acquisition and transactions costs. The EIR
amortisation is included as finance costs in
the Standalone Statement of Profit and Loss.
2.17.4 Foreign exchange gains and losses
For financial liabilities that are denominated
in a foreign currency and are measured at
amortised cost at the end of each reporting
period, the foreign exchange gains and losses
are determined based on the amortised cost
of the instruments and are recognised in the
Standalone Statement of Profit and Loss.
2.17.5 Derecognition of financial liabilities
The Company derecognises financial liabilities
when, and only when, the Company’s
obligations are discharged, cancelled or have
expired.
2.18 Earnings per share
Basic earnings per share is computed by dividing
the profit / (loss) attributable to the shareholders of
the Company by the weighted average number of
equity shares outstanding during the period.
Equity shares which are issuable upon the
satisfaction of certain conditions resulting from
contractual arrangements / shareholder agreement
are considered outstanding and included in the
computation of basic earnings per share from
the date when all necessary conditions under the
contract have been satisfied as on the Balance
Sheet date.
Diluted earnings per share is computed by adjusting,
the profit/ (loss) for the period attributable to the
shareholders and the weighted average number of
shares considered for deriving basic earnings per
share, for the effects of all the shares that could
have been issued upon conversion of all dilutive
potential shares. The dilutive potential shares
are adjusted for the proceeds receivable had the
shares been actually issued at fair value. Further,
the dilutive potential shares are deemed converted
as at beginning of the period, unless issued at a
later date during the period.
2.19 Investments
Long-term investments (investment in subsidiaries)
are carried individually at cost less provision for
diminution, other than temporary, in the value of
such investments.
On disposal of an investment, the difference
between the carrying amount and the disposal
proceeds, net of expenses, is recognised in the
Standalone Statement of Profit and Loss. When
disposing of a part of the holding of an individual
investment, the carrying amount to be allocated to
that part is to be determined on the basis of the
average carrying amount of the total investment.
3
KEY
SOURCES
OF
ESTIMATION
UNCERTAINTIES
AND
CRITICAL
JUDGEMENTS
In applying the Company’s accounting policies,
which are described in note 2 above, the directors
are required to make judgements (other than those
involving estimations) that have a significant impact
on the amounts recognized and to make estimates
and assumptions about the carrying amounts of
assets and liabilities that are not readily apparent
from other sources. The estimates and associated
assumptions are based on historical experience and
other factors that are considered to be relevant.
Actual results may differ from these estimates.
The estimates and underlying assumptions are
reviewed on an ongoing basis. Revisions to
accounting estimates are recognised in the period
in which the estimate is revised if the revision
affects only that period, or in the period of the
revision and future periods if the revision affects
both current and future periods.
3.1 Critical
judgements
in
applying
the
Company’s accounting policies
3.1.1 Lease term - Company as a Lessee
Ind AS 116 requires lessee to determine the
lease term as the non-cancellable period of
a lease adjusted with any option to extend or
terminate the lease, if the use of such option
is reasonably certain.
The Company makes an assessment on the
expected lease term on a lease-by-lease
basis and thereby assesses whether it is
reasonably certain that any options to extend
or terminate the contract will be exercised.
In evaluating the lease term, the Company
considers factors such as any significant
leasehold improvements undertaken over the
lease term, costs relating to the termination of
the lease and the importance of the underlying
asset to the Company’s operations taking into
account the location of the underlying building
Smartworks Coworking Spaces Limited
Smartworks Coworking Spaces Limited
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Corporate Overview
Statutory Reports
Financial Statements
Annual Report 2024-25
NOTES FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
NOTES FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
and the availability of suitable alternatives.
The Company has ascertained lease term as
non-cancellable term.”
3.1.2 Capitalisation of fit out period
Cost (depreciation on right of use asset,
interest expense of lease liability, electricity
charges,
building
maintenance
charges,
housekeeping & security charges, project
and design related employee cost) for the
expected fit-out period is capitalised as
part of leasehold improvement, considering,
this cost is attributable to bring the asset in
necessary condition for its intended use. The
fit out period has been determined by the
management basis the historical experience
and the size and complexities involved for
development of property to make them
available for intended use.
3.1.3 Incremental borrowing rate
The initial recognition of lease liabilities at
present value requires the identification of
an appropriate discount rate. The Company
has determined the incremental borrowing
rate based on considerations specific to the
leases by taking consideration of the risk
free borrowing rates as adjusted for country
/ Company specific risk premiums (basis the
readily available data points). The Company is
considering fixed deposit rates as appropriate
discount rates to get fair value of financials
assets.
3.2 Key sources of estimation uncertainty
3.2.1 Taxes
Deferred tax assets are recognised for the
unused tax losses for which there is probability
of utilisation against the future taxable
profit. Significant management judgement is
required to determine the amount of deferred
tax assets that can be recognised, based
upon the likely timing and the level of future
taxable profits, future tax planning strategies
and recent business performances and
developments (refer note 13).
3.2.2 Useful life of property, plant and equipment
As described at note 2.11.1 above, the
Company reviews the estimated useful lives
of PPE at the end of each reporting year.
After considering market conditions, industry
practice, technological developments and
other factors, the Company determined
that the current useful lives of its PPE
remain appropriate. Uncertainties in these
estimate relate to technical and economic
obsolescence that may change the utility of
assets.
4. PROPERTY, PLANT AND EQUIPMENT
Particulars
Leasehold
improvement
Electrical
installations/
equipment
Plant and
equipment
Furniture
and
fixtures
Vehicles
Computers and
data processing
units
Office
equipment
Total
Gross carrying value
As at April 01, 2023
4,855.56
911.48
900.71
3,146.12
21.21
373.27
146.88 10,355.23
Additions
1,333.80
257.17
288.25
910.49
13.39
93.94
38.16
2,935.20
Disposals/adjustments
(146.98)
(2.08)
(6.90)
(112.60)
-
(8.30)
(29.82)
(306.68)
As at March 31, 2024
6,042.38
1,166.57
1,182.06 3,944.01
34.60
458.91
155.22 12,983.75
Additions
971.73
373.61
505.51
1,323.65
2.09
130.18
66.89
3,373.66
Disposals/adjustments
(18.20)
(4.26)
(0.74)
(23.17)
-
(8.87)
(1.22)
(56.46)
As at March 31, 2025
6,995.91
1,535.92
1,686.83 5,244.49
36.69
580.22
220.89 16,300.95
Accumulated depreciation
As at April 01, 2023
963.01
172.71
115.13
610.52
3.61
146.64
51.78 2,063.40
Depreciation
860.74
103.99
70.35
394.63
3.07
62.69
25.28
1,520.75
Disposals/adjustments
(159.93)
(0.59)
(3.61)
(47.54)
-
(6.47)
(18.40)
(236.54)
As at March 31, 2024
1,663.82
276.11
181.87
957.61
6.68
202.86
58.66
3,347.61
Depreciation
956.39
130.09
93.99
470.67
4.23
61.88
27.99
1,745.24
Disposals/adjustments
(18.20)
(2.56)
(0.72)
(10.91)
-
(6.84)
(0.81)
(40.04)
As at March 31, 2025
2,602.01
403.64
275.14
1,417.37
10.91
257.90
85.84
5,052.81
Net carrying value
As at March 31, 2024
4,378.56
890.46
1,000.19 2,986.40
27.92
256.05
96.56
9,636.14
As at March 31, 2025
4,393.90
1,132.28
1,411.69
3,827.12
25.78
322.32
135.05 11,248.14
Note:
4.1. Refer note 21.1 for hypothecation / lien.
4.2. Refer note 34 of contractual commitment for acquisition of property, plant and equipment.
4.3. Property, plant and equipment are provided for coworking spaces to customers on lease except for vehicles and certain other assets.
4.4. The Company has capitalised borrowing cost of ` 12.08 million and ` 26.87 million during the year ended March 31, 2025 and year ended March 31, 2024
respectively. The rate used to determine the amount of borrowing costs eligible for capitalisation is 10.30% (general borrowings) and 13.75% (general borrowings)
for the year ended March 31, 2025 and year ended March 31, 2024, respectively.
Smartworks Coworking Spaces Limited
Smartworks Coworking Spaces Limited
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Corporate Overview
Statutory Reports
Financial Statements
Annual Report 2024-25
NOTES FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
NOTES FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
5. RIGHT-OF-USE ASSETS
Particulars
Building
Equipment/
furniture and
fixtures
Total
As at April 01, 2023
28,807.45
139.65
28,947.10
Additions during the year
4,339.02
-
4,339.02
Adjustments during the year
(4,859.13)
15.14
(4,843.99)
Disposal during the year
(316.77)
-
(316.77)
Depreciation - capitalisation of fit out period
(536.62)
-
(536.62)
Depreciation for the year
(3,166.64)
(19.50)
(3,186.14)
As at March 31, 2024
24,267.31
135.29
24,402.60
Additions during the year
7,476.05
-
7,476.05
Adjustments during the year
(627.65)
(119.09)
(746.74)
Disposal during the year
(1.28)
-
(1.28)
Depreciation - capitalisation of fit out period
(615.30)
-
(615.30)
Depreciation for the year
(4,380.37)
(16.20)
(4,396.57)
As at March 31, 2025
26,118.76
-
26,118.76
5.1. Building include property taken from landlords for developing co-working spaces along with guest houses and
related fit-out cost.
5.2. Equipment majorly comprises of UPS and electronic/electrical equipment taken on lease.
5.3. The Company periodically reassesses the lease term for its lease arrangements. Lease reassessment involves
re-evaluating any options to extend or terminate the lease considering factors such as the importance of the
underlying asset to the Company’s operations taking into account the location and size of the underlying building
and the availability of suitable alternatives. During the year ended March 31, 2024, the Company has reassessed
lease term for certain properties to non-cancellable period. Pursuant to this, lease liabilities are remeasured to
reflect change in lease term with a corresponding adjustment to the ROU asset or Standalone Statement of Profit
and Loss, if the ROU asset has been reduced to zero.
5.4. Amounts recognised in Standalone Statement of Profit and Loss
Particulars
For the year ended
March 31, 2025
For the year ended
March 31, 2024
Expenses relating to short-term leases
297.97
95.01
Expenses relating to leases of low-value assets, excluding short-
term leases of low-value assets
13.89
21.34
5.5. Total cash flow for leases
Particulars
For the year ended
March 31, 2025
For the year ended
March 31, 2024
Cash outflow included in financing activity for repayment of
principal during the year*
3,938.39
3,038.23
Cash outflow included in financing activity for repayment of
interest during the year
2,770.58
2,498.10
Total cash outflow for lease payment
6,708.97
5,536.33
*Cash outflow for repayment of principal during the year includes payment of ` 78.64 millions (March 31, 2024 - ` 38.92
millions) in relation to initial direct cost for acquiring right of use assets.
5.6. The following table sets out a maturity analysis of lease payments, showing the undiscounted
lease payments to be paid after the reporting date
Maturity Analysis
Particulars
As at
March 31, 2025
As at
March 31, 2024
Not later than one year
7,987.96
6,293.39
Later than one year but not later than five years
27,848.44
23,473.58
Later than five years
7,068.34
11,168.73
Total
42,904.74
40,935.70
6.
CAPITAL WORK-IN-PROGRESS
Capital work-in-progress ageing schedule
As at March 31, 2025
Particulars
Amount of capital work-in-progress for a period of
Total
Less than 1
year
1-2 years
2-3 years
More than 3
years
Projects in progress
1,353.10
1.70
-
-
1,354.80
As at March 31, 2024
Particulars
Amount of capital work-in-progress for a period of
Total
Less than 1
year
1-2 years
2-3 years
More than 3
years
Projects in progress
633.09
-
-
-
633.09
Note:
6.1. For capital-work-in-progress, there are no projects whose completion is overdue or has exceeded its cost
compared to its original plan as of March 31, 2025 and March 31, 2024.
6.2. The Company has capitalised borrowing cost of ` 7.35 million and ` 3.54 million during year ended March 31, 2025
and during the year ended March 31, 2024, respectively. The rate used to determine the amount of borrowing costs
eligible for capitalisation is 10.30% (general borrowings) and 13.75% (general borrowings) for the year ended March
31, 2025 and year ended March 31, 2024, respectively.
Smartworks Coworking Spaces Limited
Smartworks Coworking Spaces Limited
158
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Corporate Overview
Statutory Reports
Financial Statements
Annual Report 2024-25
NOTES FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
NOTES FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
7.
INTANGIBLE ASSETS
Particulars
Software
Gross carrying value
As at April 1, 2023
13.22
Additions
0.46
Disposals
-
As at March 31, 2024
13.68
Additions
33.26
Disposals
-
As at March 31, 2025
46.94
Accumulated amortisation
As at April 1, 2023
8.86
Amortisation
3.08
Disposals
-
As at March 31, 2024
11.94
Amortisation
11.08
Disposals
-
As at March 31, 2025
23.02
Net carrying value
As at March 31, 2024
1.74
As at March 31, 2025
23.92
Note:
7.1: Software includes accounting, business and administrative software.
8. INTANGIBLE ASSETS UNDER DEVELOPMENTS
Particulars
As at
March 31, 2025
As at
March 31, 2024
Opening balance
31.55
4.61
Additions during the year
-
26.94
Capitalised during the year
(31.55)
-
Closing balance
-
31.55
Note.
8.1 Intangible assets under development ageing schedule
As at March 31, 2025
Particulars
Amount in intangible assets under development for a
period of
Total
Less than 1
year
1-2 years
2-3 years
More than 3
years
Projects in progress
-
-
-
-
-
As at March 31, 2024
Particulars
Amount in intangible assets under development for a
period of
Total
Less than 1
year
1-2 years
2-3 years
More than 3
years
Projects in progress
26.94
4.61
-
-
31.55
8.2 Intangible assets under development completion schedule
For Intangible assets under development, there are no projects whose completion is overdue or has exceeded its cost
compared to its original plan as of March 31, 2025 and March 31, 2024.
9.
INVESTMENTS IN SUBSIDIARIES
Particulars
As at
March 31, 2025
As at
March 31, 2024
At cost
In equity shares of subsidiaries (refer note 9.1)
187.54
0.30
Total
187.54
0.30
Note:
9.1 Detail of investments in subsidiaries are as below
Name of the subsidiaries
As at
March 31, 2025
As at
March 31, 2024
Smartworks Tech Solutions Private Limited (Formerly known as:
Smartworks Coliving Private Limited),: (unquoted) 10,000 (March 31,
2024 - 10,000) equity shares of ` 10 each fully paid up
0.10
0.10
Smartworks Office Services Private Limited: (unquoted) 10,000 (March
31, 2024 - 10,000) equity shares of ` 10 each fully paid up
0.10
0.10
Smartworks Stellar Services Private Limited: (unquoted) 10,000 (March
31, 2024 - 10,000) equity shares of ` 10 each fully paid up
0.10
0.10
Smartworks Space Pte. Ltd.(unquoted) 3,000,000 equity shares of ` 10
each fully paid up (March 31,2024- refer note 9.2)
187.24
Refer note 9.2
Smartworks Coworking Spaces Limited
Smartworks Coworking Spaces Limited
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Statutory Reports
Financial Statements
Annual Report 2024-25
NOTES FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
NOTES FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
Name of the subsidiaries
% shareholding
% shareholding
As at
March 31, 2025
As at
March 31, 2024
Smartworks Tech Solutions Private Limited (Formerly known as:
Smartworks Coliving Private Limited)
100.00%
100.00%
Smartworks Office Services Private Limited
100.00%
100.00%
Smartworks Stellar Services Private Limited
100.00%
100.00%
Smartworks Space Pte. Ltd.
100.00%
Refer note 9.2
Name of the subsidiaries
Principal place of
business
Principal activity
Smartworks Tech Solutions Private Limited (Formerly known as:
Smartworks Coliving Private Limited)
India
Software
Development
Smartworks Office Services Private Limited
India
Facility
management
services
Smartworks Stellar Services Private Limited
India
Coworking space
provider
Smartworks Space Pte. Ltd.
Singapore
Coworking space
provider
9.2. The Company has incorporated a new subsidiary in Singapore, i.e. Smartworks Space Pte. Ltd. “(SSPL)”, on March
15, 2024. SSPL did not have any paid-up capital as at March 31, 2024. On May 24, 2024, SSPL has allotted 3
million shares (face value: SGD 1) for consideration of SGD 3 million to the Company.
10. INVESTMENTS
Particulars
As at
March 31, 2025
As at
March 31, 2024
Non-current
At fair value through profit and loss (FVTPL)
In mutual funds (Quoted) (refer note 10.1)
93.23
112.78
In equity shares of other companies (Unquoted)
16.40
-
Total
109.63
112.78
Aggregate carrying amount of quoted investments
93.23
112.78
Aggregate market value of quoted investments
93.23
112.78
Note:
10.1. Liened as security for borrowings. (refer note 21.1)
11. LOANS
Particulars
As at
March 31, 2025
As at
March 31, 2024
Non-current
Unsecured, considered good
Loans to related parties (refer note 37)
235.06
187.08
235.06
187.08
Particulars
Agreement
Date
Repayment/
Maturity
date*
Interest
rate (per
annum)
As at
March 31, 2025
As at
March 31, 2024
Smartworks Tech Solutions Private
Limited (Formerly known as:
Smartworks Coliving Private Limited)
October 1,
2023
September
30, 2026
11%
228.09
181.50
Smartworks Office Services Private
Limited
October 1,
2023
September
30, 2026
11%
0.73
0.30
Smartworks Stellar Services Private
Limited
October 1,
2023
September
30, 2026
11%
6.24
5.28
* These loans are repayable on demand. The Company did not expect to demand repayment of loans within next 12 months.
12. OTHER FINANCIAL ASSETS
Particulars
As at
March 31, 2025
As at
March 31, 2024
Non-current
Security deposits (refer note 12.1)
2,210.92
1,424.30
Bank deposits with more than 12 months maturity (refer note 12.2)
55.00
136.69
Total
2,265.92
1,560.99
Current
Security deposits (refer note 12.3)
160.61
422.57
Expenses recoverable from shareholders (refer note 12.4)
31.93
-
Bank deposits with remaining maturity of less than 12 months (refer
note 12.5)
104.41
177.49
Interest accrued on bank deposits
35.67
37.15
Unbilled revenue
56.08
25.15
Other receivable
8.36
-
397.06
662.36
GST recoverable from customer
4.62
4.62
Allowance for recoverable
(4.62)
(4.62)
-
-
Total
397.06
662.36
Smartworks Coworking Spaces Limited
Smartworks Coworking Spaces Limited
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Financial Statements
Annual Report 2024-25
NOTES FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
NOTES FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
Note:
12.1. It includes cash collateral, in relation to borrowings, amounting to ` Nil (March 31, 2024 - ` 7.5 million).
12.2. It includes deposits against lien/bank guarantee of ` 55.00 million (March 31, 2024 - ` 136.69 million).
12.3. It includes cash collateral, in relation to borrowings, amounting to ` 7.5 million (March 31, 2024 - ` 7.5 million).
12.4. The Company has incurred share issue expenses in connection with the proposed Initial Public Offering (IPO) of
equity shares. In accordance with the Offer Agreement entered between the Company and the selling shareholders,
the selling shareholders shall reimburse the share issue expenses in proportion to the respective shares offered for
sale. Accordingly, the Company will recover the expenses incurred amounting to ` 31.93 million in connection with the
issue on completion of IPO.
12.5. It includes deposits against lien/bank guarantee of ` 104.41 million (March 31, 2024 - ` 177.49 million).
12.6. Refer note 37 for unbilled revenue from related parties.
13. INCOME TAX
The major components of income tax expense /(credit) are:
Particulars
For the year ended
March 31, 2025
For the year ended
March 31, 2024
Current income tax
-
For the year
-
-
Deferred tax
- Origination and reversal of temporary difference
(158.16)
(165.17)
Income tax expense / (credit)
(158.16)
(165.17)
The reconciliation between the amount computed by applying the statutory income rates to the profit before tax
and income tax expense is summarised below:
Particulars
For the year ended
March 31, 2025
For the year ended
March 31, 2024
Loss before tax
(775.53)
(635.41)
Enacted tax rates in India
25.17%
26.00%
Tax expense / (credit)
(195.20)
(165.21)
Effect of:
Income / expense not taxable / deductible
-
0.04
Additional tax expense (deferred tax expense) due to change in tax rate
37.04
-
Income tax expense / (credit)
(158.16)
(165.17)
The analysis of deferred tax assets / liabilities is as follows:
Particulars
Opening
balance
Recognised in
the Standalone
Statement of
Profit and loss
Recognised
in Other
Comprehensive
Income
Closing
balance
As at March 31, 2025
Deferred tax asset
Allowance for impairment of financial
assets
3.74
(0.40)
-
3.34
Expenses allowed on payment basis
-
13.59
-
13.59
Carry forward tax losses
383.06
(144.25)
-
238.81
Provision for employee benefits
9.34
1.77
0.05
11.16
Property, plant and equipment and
intangible assets
67.30
(41.60)
-
25.70
Provisions for asset retirement obligations
6.22
2.50
-
8.72
Provisions for contingencies and allowance
for capital advances and advances to
suppliers
3.30
5.80
-
9.10
Financial instruments
5.59
(3.81)
-
1.78
Right of use asset and lease liabilities
813.49
338.23
-
1,151.72
1,292.04
171.83
0.05
1,463.92
Deferred tax liability
Revenue equalisation reserve
132.16
13.67
-
145.83
132.16
13.67
-
145.83
Deferred tax asset (net)
1,159.88
158.16
0.05
1,318.09
Particulars
Opening
balance
Recognised in
Statement of
Profit and loss
Recognised
in Other
Comprehensive
Income
Closing
balance
As at March 31, 2024
Deferred tax asset
Allowance for impairment of financial
assets
2.87
0.87
-
3.74
Carry forward tax losses
358.38
24.68
-
383.06
Provision for employee benefits
7.60
2.23
(0.49)
9.34
Property, plant and equipment and
intangible assets
12.84
54.46
-
67.30
Provisions for asset retirement obligations
5.09
1.13
-
6.22
Provisions for contingencies and allowance
for capital advances and advances to
suppliers
1.91
1.39
-
3.30
Expenses allowed on payment basis
3.57
(3.57)
-
-
Smartworks Coworking Spaces Limited
Smartworks Coworking Spaces Limited
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Financial Statements
Annual Report 2024-25
NOTES FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
NOTES FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
Particulars
Opening
balance
Recognised in
Statement of
Profit and loss
Recognised
in Other
Comprehensive
Income
Closing
balance
Financial instruments
-
5.59
-
5.59
Right of use asset and lease liabilities
714.77
98.72
-
813.49
1,107.03
185.50
(0.49)
1,292.04
Deferred tax liability
Financial instruments measured at
amortised cost
5.77
(5.77)
-
-
Revenue equalisation reserve
106.06
26.10
-
132.16
111.83
20.33
-
132.16
Deferred tax asset (net)
995.20
165.17
(0.49)
1,159.88
In line with accounting policy of the Company, deferred tax assets are recognised to the extent that it is probable that
taxable profit will be available against which the deductible temporary differences and carry forward tax losses can
be utilised and deferred tax asset (net) has been recognised only to the extent of reasonable certainty of available
tax profits in future. The Company has considered committed revenues and letter of intents from customers up to the
date of signing of financial statements and maintaining/increasing an overall occupancy for future periods based on
historical trends in making its projected future taxable profits for the purpose of evaluating recognition of deferred tax.
14. INCOME TAX ASSETS (NET)
Particulars
As at
March 31, 2025
As at
March 31, 2024
Non-current
Advance income tax (net of current tax provision- Nil (March 31,
2024: Nil))
124.50
405.73
Total
124.50
405.73
15. OTHER ASSETS
Particulars
As at
March 31, 2025
As at
March 31, 2024
Non-current
Prepayments (refer note 15.1 below)
449.40
330.25
Revenue equalisation reserve (refer note 15.3 below)
380.58
286.59
Balance with government authorities
10.93
31.53
Capital advances (net of allowance ` 27.46 million (March 31, 2024 - `
8.86 million))
60.40
83.20
Total
901.31
731.57
Particulars
As at
March 31, 2025
As at
March 31, 2024
Current
Balance with government authorities
576.99
658.86
Prepayments (refer note 15.1 below)
277.67
375.64
Revenue equalisation reserve (refer note 15.3 below)
198.80
221.71
Advance to suppliers (net of allowance ` 4.51 million (March 31, 2024 -
` 2.86 million))
21.43
46.82
Others (refer note 15.2 below)
92.00
6.50
Total
1,166.89
1,309.53
Note:
15.1. Prepayment includes the initial direct cost for obtaining lessee for operating lease. The movement of such initial
direct cost is as follows:
Particulars
For the year ended
March 31, 2025
For the year ended
March 31, 2024
Opening balance
661.09
559.75
Additions
434.91
449.83
Amortisation
(405.92)
(348.49)
Closing balance
690.08
661.09
15.2. Includes IPO expense of ` 84.07 million (March 31, 2024: Nil) which will be adjusted with securities premium at
the time of issue of shares in accordance with requirement of Section 52 of the Companies Act, 2013.
15.3. Operating lease arrangements (as a lessor)
Operating leases, in which the Company is the lessor, relate to co-working space given by the Company on lease
with lease term (i.e. non cancellable term or contract term, based on the customer portfolio).
The Company enters into arrangements with customers for providing co-working spaces wherein the right to use
the assets is given. However, as the title to the assets and the significant risks associated with the operation and
maintenance of these assets remains with the Company, such arrangements are recognised as operating lease.
Revenue from leased out co-working space under an operating lease is recognized on a straight line basis over
lease term.
Smartworks Coworking Spaces Limited
Smartworks Coworking Spaces Limited
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Statutory Reports
Financial Statements
Annual Report 2024-25
NOTES FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
NOTES FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
Maturity analysis of operating lease receipts:
The following table sets out a maturity analysis of lease receipts, showing the undiscounted lease receipts to be
received after the reporting date:
Particulars
As at
March 31, 2025
As at
March 31, 2024
-Year 1
9,094.86
8,201.05
-Year 2
5,898.91
4,864.52
-Year 3
3,555.87
1,965.11
-Year 4
2,297.97
543.00
-Year 5 and onwards
1,001.02
131.04
16. TRADE RECEIVABLES
Particulars
As at
March 31, 2025
As at
March 31, 2024
Current
Considered good, secured (refer note 16.2)
188.47
132.09
Considered good, unsecured
56.87
6.48
Credit impaired
8.64
9.74
253.98
148.31
Less: Allowance for doubtful receivables
(8.64)
(9.74)
Total
245.34
138.57
Notes:
16.1 As per agreements, the average credit period is 7 days.
16.2 The customers pays security deposits which can be used for any non-payments during the contract period.
Trade receivables are secured with the corresponding deposits received from customers.
16.3 Refer note 37 for trade receivables from related parties.
16.4 Refer note 21.1 for trade receivables pledged as security against borrowings.
The movement of allowances of doubtful receivables is as follows:
Particulars
For the year ended
March 31, 2025
For the year ended
March 31, 2024
Opening balance
9.74
6.41
Additions
2.20
5.54
Write off (net of recovery)
(3.30)
(2.21)
Closing balance
8.64
9.74
Trade receivables ageing
As at March 31, 2025
Particulars
Not due
Outstanding for following periods from due date of
payment
Total
Less than
6 months
6 months
-1 year
1-2 years 2-3 years More than
3 years
(i)
Undisputed trade receivables
- considered good
42.73
163.01
17.20
1.04
1.97
1.59
227.54
(ii) Undisputed trade receivables
- credit impaired
0.05
0.37
2.88
3.28
0.81
0.18
7.57
(iii) Disputed trade receivables -
considered good
-
-
-
3.39
-
14.41
17.80
(iv) Disputed trade receivables -
credit impaired
-
0.18
0.33
-
-
0.56
1.07
Less: Allowances for doubtful
receivables
(8.64)
Total trade receivables
245.34
As at March 31, 2024
Particulars
Not due
Outstanding for following periods from due date of
payment
Total
Less than
6 months
6 months
-1 year
1-2 years 2-3 years More than
3 years
(i)
Undisputed trade receivables
- considered good
5.83
83.30
2.81
9.13
1.07
0.52
102.66
(ii) Undisputed trade receivables
- credit impaired
0.01
3.61
2.93
0.81
0.19
0.15
7.70
(iii) Disputed trade receivables -
considered good
-
3.36
3.13
0.50
28.91
0.01
35.91
(iv) Disputed trade receivables -
credit impaired
-
0.01
-
0.56
0.17
1.30
2.04
Less: Allowances for doubtful
receivables
(9.74)
Total trade receivables
138.57
Smartworks Coworking Spaces Limited
Smartworks Coworking Spaces Limited
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Statutory Reports
Financial Statements
Annual Report 2024-25
NOTES FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
NOTES FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
17. CASH AND CASH EQUIVALENTS
For the purpose of Standalone Statement of Cash Flows, cash and cash equivalents includes cash on hand and
balance with banks in current accounts and deposits.
Particulars
As at
March 31, 2025
As at
March 31, 2024
Balance with banks:
- in current accounts
324.56
338.44
- in escrow account (refer note 17.1)
67.41
47.48
Wallet balances
0.36
-
Cash on hand
0.03
0.01
Total
392.36
385.93
Notes:
17.1. Restricted cash in escrow account
The balances primarily include restricted bank balances, received from specified customers, for repayments of
monthly instalments of specified bank loans (refer note 21).
17.2. For the purpose of Standalone Statement of Cash Flows, Cash and cash equivalents comprise of following:
Particulars
As at
March 31, 2025
As at
March 31, 2024
Cash and cash equivalents as per Standalone Balance Sheet
392.36
385.93
Bank overdraft
(386.14)
(424.35)
Total
6.22
(38.42)
18. OTHER BANK BALANCES
Particulars
As at
March 31, 2025
As at
March 31, 2024
Bank deposits with original maturity more than 3 months (refer note 18.1)
191.94
135.56
Total
191.94
135.56
Note:
18.1 It includes deposits against lien/bank guarantee of ` 191.94 million (March 31, 2024 - ` 135.56 million).
19. SHARE CAPITAL
Particulars
As at March 31, 2025
As at March 31, 2024
Number of
shares ('000')
(₹ in millions)
Number of
shares ('000')
(₹ in millions)
Authorised
Share capital
Equity shares of ` 10 each with voting rights
120,000
1,200.00
100,000
1,000.00
Preference shares of ` 10 each with voting
rights
20,000
200.00
20,000
200.00
Total
140,000
1,400.00
120,000
1,200.00
Issued, subscribed and fully paid-up
Equity share capital
Equity shares of ` 10 each with voting rights
103,190
1,031.90
79,013
790.13
Total
103,190
1,031.90
79,013
790.13
Notes:
19.1. Reconciliation of the number of shares outstanding at the beginning and at the end of the reporting year:
Particulars
As at March 31, 2025
As at March 31, 2024
Number of
shares ('000')
(₹ in millions)
Number of
shares ('000')
(₹ in millions)
Equity shares with voting rights
At the beginning of the year
79,013
790.13
77,691
776.91
Shares issued under private placement
(refer note 19.6)
3,717
37.17
1,322
13.22
Conversion of CCPS into equity shares
(refer note 20.2)
19,610
196.10
-
-
Conversion of warrants into equity
shares (refer note 20.3)
850
8.50
-
-
Outstanding at the end of the year
103,190
1,031.90
79,013
790.13
19.2. Details of equity shares held by each shareholder holding more than 5% shares:
Pre dilution
Particulars
As at March 31, 2025
As at March 31, 2024
Number of
shares ('000')
% holding
(Pre dilution)
Number of
shares ('000')
% holding
(Pre dilution)
Equity shares with voting rights
NS Niketan LLP, India
42,805
41.482%
43,770
55.396%
SNS Infrarealty LLP, India
24,423
23.668%
27,585
34.912%
Space Solutions India Pte Ltd. (formerly
known as Lisbrine Pte. Ltd.)
19,610
19.004%
-
0.000%
Mahima Stocks Private Limited, India
4,269
4.137%
4,269
5.402%
Smartworks Coworking Spaces Limited
Smartworks Coworking Spaces Limited
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Statutory Reports
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Annual Report 2024-25
NOTES FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
NOTES FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
Post dilution
Particulars
As at March 31, 2025
As at March 31, 2024
Number of
shares ('000')
% holding
(Post dilution)
Number of
shares ('000')
% holding
(Post dilution)
Equity shares with voting rights
NS Niketan LLP, India
42,805
41.482%
43,770
44.007%
SNS Infrarealty LLP, India
24,423
23.668%
27,585
27.734%
Space Solutions India Pte Ltd. (formerly
known as Lisbrine Pte. Ltd.)
19,610
19.004%
-
0.000%
Mahima Stocks Private Limited, India
4,269
4.137%
4,269
4.292%
Cumulative convertible preference
shares with voting rights
Space Solutions India Pte Ltd. (formerly
known as Lisbrine Pte. Ltd.)
-
-
19,600
19.706%
19.3. Rights attached to equity shares:
The Company has only one class of equity shares having face value of ` 10 each. The holder of the equity share
is entitled to dividend right and voting right in the same proportion as the capital paid-up on such equity share
bears to the total paid-up equity share capital of the Company. In the event of liquidation of the Company, the
holders of equity shares will be entitled to receive the remaining assets of the Company, after distribution of all
preferential amounts, in proportion to the number of equity shares held by the shareholders.
19.4. Shareholding of promoters
Shares held by promoters as at March 31, 2025
Sl.
No
Particulars
Number of shares
('000')
% holding
(Pre dilution)
% change during
the year
1
NS Niketan LLP, India
42,805
41.482%
(13.914%)
2
SNS Infrarealty LLP, India
24,423
23.667%
(11.245%)
3
Neetish Sarda, India
3
0.003%
(0.001%)
4
Saumya Binani, India
3
0.003%
(0.001%)
Sl.
No
Particulars
Number of shares
('000')
‘% holding
(Post dilution)
% change during
the year
1
NS Niketan LLP, India
42,805
41.482%
(2.525%)
2
SNS Infrarealty LLP, India
24,423
23.667%
(4.067%)
3
Neetish Sarda, India
3
0.003%
(0.000%)
4
Saumya Binani, India
3
0.003%
(0.000%)
Shares held by promoters as at March 31, 2024
Sl.
No
Particulars
Number of shares
('000')
% holding
(Pre dilution)
% change during
the year
1
NS Niketan LLP, India
43,770
55.396%
(0.338%)
2
SNS Infrarealty LLP, India
27,585
34.912%
(0.594%)
3
Neetish Sarda, India
3
0.004%
(0.000%)
4
Saumya Binani, India
3
0.004%
0.000%
Sl.
No
Particulars
Number of shares
('000')
% holding
(Post dilution)
% change during
the year
1
NS Niketan LLP, India
43,770
44.007%
(0.669%)
2
SNS Infrarealty LLP, India
27,585
27.734%
(0.727%)
3
Neetish Sarda, India
3
0.003%
(0.000%)
4
Saumya Binani, India
3
0.003%
(0.000%)
19.4.1 Shareholding as on March 31,2024 and thereafter, is based on list of promoters identified/classified pursuant
to board resolution dated March 26, 2024. Promoter here means Promoter defined under Companies Act, 2013.
19.5. During the year ended March 31, 2025, the Shareholders of the Company increased the authorised share capital
of the Company to ` 1,400.00 million divided into 120,000,000 equity shares of ` 10/- each and 20,000,000
preference shares of ` 10/- each.
19.6 During the year ended March 31, 2025, the Company has allotted 3,716,551 (March 31, 2024: 1,322,000) equity
shares under private placement on preferential basis having face value ` 10 each equity share, issued at a price of
` 269 per equity share (including share premium of ` 259/- each equity share) (March 31, 2024: ` 269 per equity
share (including share premium of ` 259/- each equity share)), ranking pari passu with existing equity shares.
19.7 During the year ended March 31, 2025, the Company has allotted 10,707 (March 31, 2024: 1,219,776) cumulative
convertible preference shares having face value ` 10 each, issued at a price of ` 269 per cumulative convertible
preference shares (including share premium of ` 259/- each cumulative convertible preference shares) (March 31,
2024: ` 269 per cumulative convertible preference shares (including share premium of ` 259/- each cumulative
convertible preference shares)).
19.8. During the year ended March 31, 2025, the Company has converted 19,610,398 CCPS of face value of ` 10
each held by Space Solutions India Pte. Limited (formerly known as Lisbrine PTE. LTD.) (SSIPL) into 19,610,398
equity shares of face value of ` 10 each as per the terms and conditions stated in articles of association and the
Shareholder’s agreement.
20. OTHER EQUITY
Particulars
As at
March 31, 2025
As at
March 31, 2024
Securities premium (refer note 20.1)
3,991.74
2,867.50
Instruments classified as equity (refer note 20.2 and 40)
-
196.00
Money received against share warrants (refer note 20.3)
-
2.13
Share based payment reserve (refer note 20.4)
39.32
-
Retained earnings (refer note 20.5)
(3,929.39)
(3,311.88)
101.67
(246.25)
Smartworks Coworking Spaces Limited
Smartworks Coworking Spaces Limited
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Statutory Reports
Financial Statements
Annual Report 2024-25
NOTES FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
NOTES FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
20.1. Securities premium
Securities premium is used to record the premium on issue of shares. The reserves are utilised in accordance with
provisions of The Companies Act, 2013.
20.2. Instruments classified as equity
20.2.1 The Company has issued 18,379,915 cumulative convertible preference share (“CCPS”) having a face value of
` 10 each on October 23, 2019 with reference to the investment agreement with Space Solutions India Pte Ltd
(Formerly known as Lisbrine PTE. LTD.) dated October 4, 2019. Preference shareholder is entitled to receive
dividend subject to recommendation of Board of Directors and approval of equity shareholders. These CCPS
carry one vote per share in terms of the agreement.
1.
The shareholder shall be entitled to receive a cumulative fixed preferential dividend per annum for each
cumulative convertible preference shares held based on the following coupon rate:
i.
0.01% of the Initial Subscription Price per share on the first anniversary;
ii.
0.50% of the Initial Subscription Price per share on the second anniversary;
iii. 1.00% of the Initial Subscription Price per share on the third anniversary;
iv. 2.00% of the Initial Subscription Price per share on the fourth anniversary;
v.
4.00% of the Initial Subscription Price per share on fifth anniversary and every anniversary thereafter
until conversion of the cumulative convertible preference shares to ordinary shares in the Company.
2.
At any time up to 20 years from the date of the agreement, the preference shareholder shall have the right,
at its option and sole and absolute discretion, to convert all or part of its cumulative convertible preference
shares then outstanding into ordinary shares.
3.
All the cumulative convertible preference shares then outstanding shall be converted into ordinary shares at
a minimum ratio of 1 cumulative convertible preference share to 1 ordinary share conversion rate immediately:
(a) prior to the consummation of a Qualified Event or
(b) in the event there is a binding offer for a purchase of all of the Shares of the Company and such offer
meets the yield threshold.
4.
Each cumulative convertible preference share, subject to conversion, shall be converted into such number of
fully paid ordinary shares as is determined by dividing the initial subscription price per share (as appropriately
adjusted for any subdivisions, consolidations, share dividends or similar recapitalisations) by the then
applicable conversion price per cumulative convertible preference share and no additional consideration
shall be payable upon such conversion.
5.
As these cumulative convertible preference shares are perpetual in nature and ranked senior only to the
equity share capital of the Company and the Company does not have any redemption obligation i.e. these
instruments have to be converted into equity share of the Company, thus these shares are considered as
equity instruments.
20.2.2 On March 30, 2024, and April 18, 2024, the Company issued an additional 1,219,776 and 10,707 Class A
cumulative convertible preference shares, respectively, each with a face value of ` 10. These issuances are in
accordance with the investment agreement with Space Solutions India Pte Ltd (formerly known as Lisbrine PTE.
LTD.) dated March 27, 2024. Preference shareholder is entitled to receive dividend subject to recommendation
of Board of Directors and approval of equity shareholders. These CCPS carry one vote per share in terms of the
agreement.
Terms of issue of this cumulative convertible preference shares are :-
1.
The Company shall not declare or pay any dividends to holders of Ordinary Shares until all the Class A
Convertible Preference Shares held by the Investor have been converted to Ordinary Shares of the Company.
2. In the event a Qualifying IPO is not effected within twenty four (24) months from the date of execution of the
Agreement, Space Solutions India Pte Ltd (Formerly known as Lisbrine PTE. LTD.) shall be entitled to receive
a cumulative fixed preferential dividend (“Preferential Dividend”) per annum for each Class A Convertible
Preference Share held by Space Solutions India Pte Ltd (Formerly known as Lisbrine PTE. LTD.) based on the
Initial Subscription Price Per Share equal or equivalent to 5.00% of the Initial Subscription Price Per Share on
the second (2nd) anniversary from the date of the Agreement for every six (6) months since the execution of
the Agreement and for every six (6) months thereafter until conversion of the Class A Convertible Preference
Shares to Ordinary Shares in the Company, (as appropriately adjusted for any subdivisions, consolidations,
share dividends or similar recapitalisations).
3. Any Preferential Dividend (if any) shall be computed based on the Initial Subscription Price Per Share that
is, in aggregate, equivalent to (and computed based on) INR equivalent to US$4Mn to be converted INR
exchange rate of the receiving bank as at the time of receipt which represents the amount invested in the
Company by the Investor on Completion.
4. The right of the Investor to receive such dividends shall rank senior and prior to and in preference to the
dividend rights of the holders of Ordinary Shares in the Company.
5.
Subject to the foregoing, no dividends or distributions (in whatever form) shall be declared or paid to the
holders of the Ordinary Shares unless the Investor first receives or simultaneously receives in full a pro rata
share of such dividends on an as-converted basis.
6.
In the event of consummation of a Qualified Fund Raise, the Preferential Dividend shall be immediately
adjusted to match the dividend policy agreed in the definitive agreement arising from the Qualified Fund
Raise subject to (i) the agreement of all parties including the Investor, the Founders and the new investors
or (ii) if no agreement is reached for any reason, then the Investor shall be entitled to a minimum of two per
cent. (2%) of the Initial Subscription Price Per Share per annum for each Class A Convertible Preference
Share held by the Investor.
7.
All the Class A convertible preference shares then outstanding shall be converted into ordinary shares at a
minimum ratio of 1 Class A convertible preference share to 1 ordinary share conversion rate immediately:
(a) prior to the consummation of a Qualified Event or
(b) in the event there is a binding offer for a purchase of all of the Shares of the Company and such offer
meets the yield threshold.
8.
Each Class A Convertible Preference Share, subject to conversion, shall be converted into such number of
fully paid ordinary shares as is determined by dividing the initial subscription price per share (as appropriately
adjusted for any subdivisions, consolidations, share dividends or similar recapitalisations) by the then
applicable conversion price per Class A convertible preference share and no additional consideration shall
be payable upon such conversion.
9.
In the event of a Non-Qualified Event, the net proceeds (after deductions such as expenses and creditor
payments) will be distributed as follows:
Smartworks Coworking Spaces Limited
Smartworks Coworking Spaces Limited
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Corporate Overview
Statutory Reports
Financial Statements
Annual Report 2024-25
NOTES FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
NOTES FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
First: The Investor receives the greater of:
(i) 100% of the original investment plus any unpaid dividends on the Class A Convertible Preference Shares, or
(ii) the amount the Investor would get if the Class A Convertible Preference Shares were converted to Ordinary
Shares before the event (Convertible Preference Liquidity Amount).
If assets are insufficient, the Company will distribute assets proportionally to the Investor.
Second: After the Investor’s full Convertible Preference Liquidity Amount is paid, remaining funds will be
distributed pro-rata among the Ordinary Shareholders. The Investor is excluded from this second distribution
unless Class A Shares were converted to Ordinary Shares before the event.”
20.3. Share Warrants
The Company had issued 850,000 share warrants of ` 260 each per warrant (“Warrant Subscription Price”) for
an aggregate consideration of ` 221.00 million on March 13, 2023 with reference to the warrant subscription
agreement with Deutsche Bank,A.G, London Branch dated March 2, 2023. The warrant consideration was paid in
the following manner:
1.
` 55.25 million was paid by the warrant holder on March 13, 2023 as consideration for subscribing to the
Warrants (“Warrant Subscription Amount”).
2.
` 165.75 millions was paid by warrant holder on date of exercising the option of converting the entire warrants
into equity shares of the Company i.e. August 02, 2024 in accordance with the terms set forth in the warrant
subscription agreement.
20.4. Share based payment reserve (refer note 43)
This relates to stock options granted by the Company to certain eligible employees under ESOP scheme named
Smartworks Coworking Spaces Limited Employee Share Option Plan 2022 and as ammended thereafter.
20.5. Retained Earnings
Retained earnings reflect surplus / deficit after taxes in the Standalone Statement of Profit or Loss. The amount
that can be distributed by the Company as dividends to its equity shareholders is determined based on the
balance in this reserve and also considering the requirements of the Companies Act, 2013.
21. BORROWINGS
Particulars
As at
March 31, 2025
As at
March 31, 2024
Non-current
Secured – at amortised cost
Bonds
Non-convertible bonds
620.93
932.44
From Bank
- Vehicle loan
11.96
13.90
- Term loan
2,186.49
1,825.18
Particulars
As at
March 31, 2025
As at
March 31, 2024
From NBFC
- Vehicle loan
4.28
5.56
- Term loan
680.34
1,029.60
Less: current maturities of long term borrowings
(1,343.74)
(1,409.20)
2,160.26
2,397.48
Current
Secured – at amortised cost
- Bank overdraft
386.14
424.35
- Vendor financing arrangement
2.27
-
Unsecured – at amortised cost
- Inter- corporate deposits from others parties (refer note 21.2.1.1)
-
17.50
- Vendor financing arrangement (refer note 21.2.2)
85.29
24.97
Current maturities of long-term borrowings
Secured
- Non-convertible bonds
309.41
312.50
- Term loan (From Banks)
795.37
739.30
- Term loan (From NBFC)
234.49
353.21
- Vehicle loan (From Banks)
3.05
2.91
- Vehicle loan (From NBFC)
1.42
1.28
1,817.44
1,876.02
21.1. Other principal features of the Company’s borrowings are as follows.
Particulars
Terms and conditions
Interest rate
(per annum)
As at
March 31, 2025
As at
March 31, 2024
Bonds:
Deutsche
Investments
India Private
Limited
(Held in
name of
Catalyst
Trusteeship
Limited)
- 1250 Bonds of ` 1 million each
- Repayable in 45 monthly instalments (starting
from July 13, 2023) and interest payable
monthly from April 13, 2023 for 48 Months.
- Maturity in March, 2027
- Hypothecation of receivables from specified
tenancy contracts.
- First exclusive charge by way of pledge over
1,03,18,961 (March 31, 2024: 9,824,256),
equity shares of the Company, each in the
name of NS Niketan LLP & SNS Infrarealty LLP.
- Personal guarantee of directors* and
corporate guarantee of NS Niketan LLP and
SNS Infrarealty LLP.
3 month
Treasury Bill
rate as per
Financial
Benchmarks
India Private
Limited +
8.575%
Currently
15.035%
(March 31,
2024: 15.445%)
625.00
937.50
Total
(A)
625.00
937.50
* Directors in above mentioned notes refers to Neetish Sarda and Harsh Binani.
Smartworks Coworking Spaces Limited
Smartworks Coworking Spaces Limited
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Statutory Reports
Financial Statements
Annual Report 2024-25
NOTES FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
NOTES FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
Term Loan:
Particulars
Terms and conditions
Interest rate
(per annum)
As at
March 31, 2025
As at
March 31, 2024
Term Loan
from Banks
(I)
- Repayable in equal monthly installments
(Range of 38-83 equal monthly installements)
- Secured with lien over specified rental
receivables and lien of property of Vision
Comptech Integrators Private Limited
and personal guarantee of directors* and
corporate guarantee of Vision Comptech
Integrators Private Limited, NS Niketan LLP
and SNS Infrarealty LLP.
8.40% to 9.42%
(March 31,
2024: 8.98% to
9.25%)
904.03
870.39
Term Loan
from Banks
(II)
- Repayable in equal monthly installments
(Range of 23-36 equal monthly installements)
- Lien over Debt Service Reserve account
- Secured over future cash flows linked to
selected secured tenancy contracts and
rent receivables and personal guarantee of
directors* and corporate guarantee of SNS
Infrarealty LLP and NS Niketan LLP
9.50% to 9.60%
(March 31,
2024: 9.50% to
9.60%)
158.45
396.13
Term Loan
from Banks
(III)
- Repayable in equal monthly installments
(Range of 48-61 equal monthly installements)
- Lien over FD
- Secured with lien over selected rentals
of the property and lien over property of
M/s. Jagadhatri Vyapaar Private Limited
and personal guarantee of directors* and
corporate guarantee of Jagadhatri Vyapaar
Private Limited, SNS Infrarealty LLP and NS
Niketan LLP
9.65% to 9.85%
(March 31,
2024: 9.65%)
748.54
569.14
Term Loan
from Banks
(IV)
- Repayable in equal monthly installments
(Range of 49 equal monthly installements)
- Lien over FD
- Secured with lien over specified rental
receivables and personal guarantee of
directors* and corporate guarantee of SNS
Infrarealty LLP and NS Niketan LLP
9.30%
385.85
-
(B)
2,196.87
1,835.66
* Directors in above mentioned notes refers to Neetish Sarda and Harsh Binani.
Vehicle Loan:
Particulars
Terms and conditions
Interest rate
(per annum)
As at
March 31, 2025
As at
March 31, 2024
Vehicle
Loans from
Banks
- Repayable in equal monthly installments (60
equal monthly installements)
- Secured by hypothecation of vehicle of the
Company.
7.20% to 9.15%
(March 31,
2024: 7.20% to
9%)
11.96
13.90
Vehicle
Loans from
NBFC
- Repayable in equal monthly installments (60
equal monthly installements)
- Secured by hypothecation of vehicle of the
Company.
10.25%
(March 31,
2024:10.25%)
4.28
5.56
Total
(C)
16.24
19.46
* Directors in above mentioned notes refers to Neetish Sarda and Harsh Binani.
Term Loan from NBFC:
Particulars
Terms and conditions
Interest rate
(per annum)
As at
March 31, 2025
As at
March 31, 2024
Term Loan
from NBFC (I)
- Repayable in 24 equal monthly instalments
- Exclusive charge by way of hypothecation of
specified receivables.
- Cash collateral as specified for the facility
(refer note 12.1 and 12.3)
11.50%
(March 31,
2024: 11.50%)
26.88
129.65
Term Loan
from NBFC
(II)
- Repayable in 36 equal monthly instalments
- Exclusive charge by way of Hypothecation
over rental receivables of specified tenants
- Secured by Debt Service Reserve Account
- Personal guarantee of directors*.
11.20% to
12.30%
(March 31,
2024: 11.00%
to 12.10%)
130.56
280.56
Term Loan
from NBFC
(III)
- Repayable in 84 equal monthly instalments
- Exclusive charge over registered mortgaged
property and its receivables as specified in
the facility
- Exclusive charge over identified receivables
of the Company
- Lien over specified mutual funds.
- Personal guarantee of directors* and
Corporate guarantee of Kalyankari
Commercial LLP, Kripa Merchandise LLP,
Simran Merchandise LLP, Snow Well
Merchandise LLP
10.75%
(March 31,
2024: 10.75%)
527.30
627.74
Total
(D)
684.74
1,037.95
Smartworks Coworking Spaces Limited
Smartworks Coworking Spaces Limited
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Statutory Reports
Financial Statements
Annual Report 2024-25
NOTES FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
NOTES FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
Bank overdraft:
Particulars
Terms and conditions
Interest rate
(per annum)
As at
March 31, 2025
As at
March 31, 2024
Bank
Overdrafts-
Dropline
Overdraft
- Repayable on demand
8.75%
(March 31,
2024: 8.75%)
129.97
158.30
Bank
Overdrafts-
Other than
Dropline
Overdraft
Secured by lien over fixed deposits with banks
Repayable on demand
Fixed Deposits
+ 0.25%-
0.40% p.a
(March 31,
2024: Fixed
Deposits +
0.25%- 0.40%
p.a%)
256.17
266.05
Total
(E)
386.14
424.35
Vendor financing arrangement:
Particulars
Terms and conditions
Interest rate
(per annum)
As at
March 31, 2025
As at
March 31, 2024
Vendor
financing
arrangement
from Banks
- Lien over Debt Service Reserve account
- Secured over future cash flows linked to
selected secured tenancy contracts and
rent receivables and personal guarantee of
directors* and corporate guarantee of SNS
Infrarealty LLP and NS Niketan LLP
9.60%
2.27
-
Total
(F)
2.27
-
(A+B+C+D+E+F)
3,911.26
4,254.92
Less : Impact due to effective interest rate method
(18.85)
(23.89)
3,892.41
4,231.03
* Directors in above mentioned notes refers to Neetish Sarda and Harsh Binani.
21.2 Detail of unsecured borrowings
Particulars
As at
March 31, 2025
As at
March 31, 2024
Principal
Principal
21.2.1
Inter- corporate deposits
21.2.1.1 From other parties
Agreement
date
Repayment/
maturity date
Interest rate
(per annum)
Blackcherry Commosale
Private Limited
May 11, 2024
September 4,
2024
12%
-
17.50
(A)
-
17.50
Particulars
As at
March 31, 2025
As at
March 31, 2024
Principal
Principal
21.2.2
Vendor financing arrangement
A.Treds Limited (refer note 21.5)
85.29
24.97
(B)
85.29
24.97
(A+B)
85.29
42.47
Notes:
21.3. Interest accrued and payable were paid before the balance sheet and hence there was no outstanding balance
in interest accrued.
21.4. Refer note 38.2.1.5 for maturity profile of borrowings.
21.5. During the year ended March 31, 2024, the Company has registered on a digital platform for invoice discounting
called Invoicemart (A.Treds Limited). The rate of interest is to be decided through a transparent bidding system by
registered financiers on the platform, which is to be recovered upfront at the time of discounting for the entire usance
period.
22. PROVISIONS
Particulars
As at
March 31, 2025
As at
March 31, 2024
Non-current
Provision for employee benefits:
- Provision for gratuity (refer note 36)
19.91
14.50
- Provision for compensated absences
15.00
12.99
Other provisions:
- Asset retirement obligation (refer note 22.1)
33.31
23.94
Total
68.22
51.43
Current
Provision for employee benefits:
- Provision for gratuity (refer note 36)
4.87
4.30
- Provision for compensated absences
4.57
4.13
Other provisions:
- Provision for contingencies (refer note 22.1)
4.28
0.98
- Asset retirement obligation (refer note 22.1)
1.33
-
Total
15.05
9.41
Smartworks Coworking Spaces Limited
Smartworks Coworking Spaces Limited
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Statutory Reports
Financial Statements
Annual Report 2024-25
NOTES FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
NOTES FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
Note:
22.1. Movement of other provisions:
Particulars
Provision for
contingencies
Asset retirement
obligations
As at April 1, 2023
0.90
19.58
Addition during the year
0.08
2.94
Interest accrued during the year
-
1.42
As at March 31, 2024
0.98
23.94
Addition during the year
3.30
8.41
Interest accrued during the year
-
2.29
As at March 31, 2025
4.28
34.64
23. TRADE PAYABLES
Particulars
As at
March 31, 2025
As at
March 31, 2024
Total outstanding dues of micro and small enterprises
115.78
20.59
Total outstanding dues to creditors other than micro and small
enterprises
1,037.84
1,174.52
Total
1,153.62
1,195.11
Note:
23.1 The average credit period on purchases of goods and services is 30 days, except for brokerage & commission
and manpower services which is 90 days.
23.2 Refer note 37 for trade payables to related parties.
23.3 Disclosures required under Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006
Particulars
As at
March 31, 2025
As at
March 31, 2024
(I)
(a) the principal amount remaining unpaid to any supplier
(including payables on purchase of property, plant and
equipment amounting ` 85.03 million (March 31, 2024 : ` 75.21
million)) as at the end of each accounting year
200.81
95.80
(b) interest due thereon
3.30
0.08
(II)
Amount of interest paid by the buyer in terms of Section 16 of the
MSMED Act, 2006, along with the amounts of the payment made
to the supplier beyond the appointed day during each accounting
year
-
-
(III)
Amount of interest due and payable for the period of delay in
making payment (which have been paid but beyond the appointed
day during the year) but without adding the interest specified
under MSMED Act, 2006
-
-
(IV)
Amount of interest accrued and remaining unpaid at the end of
each accounting year
4.28
0.98
Particulars
As at
March 31, 2025
As at
March 31, 2024
(V)
Amount of further interest remaining due and payable even in
the succeeding years, until such date when the interest dues as
above are actually paid to the small enterprise for the purpose of
disallowance as a deductible expenditure under Section 23 of the
MSMED Act, 2006
-
-
Dues to micro and small enterprises have been determined to the extent such parties have been identified on the
basis of information collected by the management.
Trade payables ageing
As at March 31, 2025
Particulars
Unbilled
Not
due
Outstanding for following periods from due
date of payment
Total
Less than
1 year
1-2 years 2-3 years More than
3 years
(i) Dues to micro and small
enterprises (A)
38.21
29.87
45.75
1.93
0.02
-
115.78
(ii) Dues to others (B)
441.78 361.88
212.06
10.47
0.79
0.88
1,027.86
(iii) Disputed dues to micro and small
enterprises (C)
-
-
-
-
-
-
-
(iv) Disputed dues to others (D)
-
-
-
9.53
-
0.45
9.98
Total dues to micro and small
enterprises (A+C)
115.78
Total others (B+D)
1,037.84
As at March 31, 2024
Particulars
Unbilled
Not
due
Outstanding for following periods from due
date of payment
Total
Less than
1 year
1-2 years 2-3 years More than
3 years
(i) Dues to micro and small
enterprises (A)
-
11.83
8.31
-
-
-
20.14
(ii) Dues to others (B)
214.17 552.07
394.88
1.08
1.87
0.92
1,164.99
(iii) Disputed dues to micro and small
enterprises (C)
-
-
-
-
-
0.45
0.45
(iv) Disputed dues to others (D)
-
-
9.53
-
-
-
9.53
Total dues to micro and small
enterprises (A+C)
20.59
Total others (B+D)
1,174.52
Smartworks Coworking Spaces Limited
Smartworks Coworking Spaces Limited
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Corporate Overview
Statutory Reports
Financial Statements
Annual Report 2024-25
NOTES FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
NOTES FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
24. OTHER FINANCIAL LIABILITIES
Particulars
As at
March 31, 2025
As at
March 31, 2024
Non-current
Security deposits
2,534.83
2,308.80
Total
2,534.83
2,308.80
Current
Security deposits
2,515.26
1,742.57
Payables on purchase of property, plant and equipment (refer note 24.1)
698.64
462.18
Interest accrued but not due on borrowings
19.63
21.25
Employee Payables
67.44
21.12
Others
1.87
-
Total
3,302.84
2,247.12
Note:
24.1. Includes amount due to micro and small enterprises amounting ` 85.03 million (March 31, 2024 - ` 75.21 million).
24.2. Refer note 37 for security deposits taken from related parties.
25. OTHER LIABILITIES
Particulars
As at
March 31, 2025
As at
March 31, 2024
Non-current
Deferred revenue
432.54
366.76
Total
432.54
366.76
Current
Deferred revenue
337.33
340.06
Statutory dues
79.73
65.78
Advance from customers
17.96
11.17
Total
435.02
417.01
26. REVENUE FROM OPERATIONS
Particulars
For the year ended
March 31, 2025
For the year ended
March 31, 2024
Revenue from lease rentals
12,620.97
9,972.21
Revenue from design and fitout service
347.04
-
Revenue from ancillary services
430.71
406.51
Total
13,398.72
10,378.72
Note :
26.1. Revenue from ancillary services and design and fitout services has been earned in India.
26.2. Revenue from ancillary services and design and fitout services are transferred to the customers over a period
of time.
26.3. Refer note 12 and 16 for contract assets (unbilled revenue and trade receivables), and note 25 for contract
liabilities (deferred revenue).
27. OTHER INCOME
Particulars
For the year ended
March 31, 2025
For the year ended
March 31, 2024
Interest income earned on financial assets that are measured at
amortised cost
- Security deposits
250.71
286.64
- Interest income on bank deposits
28.32
74.99
- Interest income from subsidiaries
24.25
15.29
- Others
0.24
0.16
Income from reimbursement of fitout
17.60
17.64
Income from scrap sales
12.15
25.44
Others :
- Interest income on income tax refund
24.99
-
- Liability/provision no longer required written back
-
14.32
- Gain on lease termination/reassessment (refer note 5.3)
-
310.86
- Gain on fair valuation of investment in mutual fund
7.21
4.28
- Gain on sale of mutual fund units
7.15
-
- Profit on sale of property, plant & equipment
1.02
-
- Others
0.16
2.98
Total
373.80
752.60
Smartworks Coworking Spaces Limited
Smartworks Coworking Spaces Limited
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Statutory Reports
Financial Statements
Annual Report 2024-25
NOTES FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
NOTES FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
28. OPERATING EXPENSES
Particulars
For the year ended
March 31, 2025
For the year ended
March 31, 2024
Housekeeping, security, support service, plantation and pest control
985.69
780.08
Electricity and water charges
1,189.51
940.01
Building maintenance charges
805.16
694.44
Equipment and asset hire charges
70.65
47.69
Commission and brokerage
405.92
348.49
Communication expenses
60.11
63.61
Rent expense
237.69
95.01
Subcontracting costs
283.55
-
Freight and transportation
10.96
10.17
Parking charges
60.28
49.70
Total
4,109.52
3,029.20
29. EMPLOYEE BENEFITS EXPENSE
Particulars
For the year ended
March 31, 2025
For the year ended
March 31, 2024
Salaries and wages
515.45
434.13
Contributions to provident fund and other funds
17.65
15.33
Gratuity expense (refer note 36)
7.02
6.25
Share based payment expense (refer note 43)
39.32
-
Staff welfare expenses
28.60
23.14
Total
608.04
478.85
30. FINANCE COSTS
Particulars
For the year ended
March 31, 2025
For the year ended
March 31, 2024
Interest expense on:
- Lease liabilities
2,770.58
2,498.10
- Borrowings
395.92
536.43
- Other financial liabilities that are measured at amortised cost
169.23
244.78
Others:
- Interest on asset retirement obligation
2.27
1.42
- Others
1.82
2.45
Total
3,339.82
3,283.18
31. DEPRECIATION AND AMORTISATION EXPENSES
Particulars
For the year ended
March 31, 2025
For the year ended
March 31, 2024
Depreciation on:
- Property, plant and equipment (refer note 4)
1,745.24
1,520.75
- Right-of-use assets (refer note 5)
4,396.57
3,186.14
Amortisation on intangible assets (refer note 7)
11.08
3.08
Total
6,152.89
4,709.97
32. OTHER EXPENSES
Particulars
For the year ended
March 31, 2025
For the year ended
March 31, 2024
Business development
36.11
26.56
Legal and professional charges (refer note 32.1)
41.18
59.60
Travelling expenses
32.84
25.59
Postage and stationery
12.63
13.87
Consultancy expenses
26.53
14.58
Capital work-in-progress/property, plant and equipment written off
25.94
52.22
Rates and taxes
13.87
12.98
Allowance for doubtful debts and advances
21.43
5.54
Provision for customer claims
33.22
-
Provision for contingencies
3.30
0.08
Information technology expenses
52.29
30.42
Insurance charges
12.02
6.09
Loss on sale of property, plant & equipment
-
0.49
Miscellaneous expenses
26.42
17.51
Total
337.78
265.53
Note:
32.1. Legal and professional (excluding GST) expenditure includes:
Particulars
For the year ended
March 31, 2025
For the year ended
March 31, 2024
Payment to auditors :
- Statutory audit
5.50
5.00
- Out of pocket expense
0.64
0.15
- IPO related services (including out of pocket expense)
20.59
-
Other adjustments*
(20.59)
-
Total
6.14
5.15
*Refer note 15.2 for IPO related services
32.2. The Company has not earned net profit in three immediately preceding financial years, therefore, there was no
amount as per Section 135 of the Act which was required to be spent on CSR activities in the current financial year
by the Company.
Smartworks Coworking Spaces Limited
Smartworks Coworking Spaces Limited
186
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Corporate Overview
Statutory Reports
Financial Statements
Annual Report 2024-25
NOTES FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
NOTES FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
33. EARNINGS PER SHARE (‘EPS’)
Particulars
For the year ended
March 31, 2025
For the year ended
March 31, 2024
Basic and Diluted
Loss for the year (a)
(617.37)
(470.24)
Nominal value of equity share (`)
10.00
10.00
Total number of equity shares outstanding at the beginning of the year
(in millions)
98.61
96.07
Total number of equity shares outstanding at the end of the year (in
millions)
103.19
98.61
Weighted average number of equity shares outstanding during the year
for computing Basic and Diluted EPS (b) (in millions)
102.22
96.36
Basic and Diluted earnings per share (a)/(b) (`)
(6.04)
(4.88)
Note:
33.1. For the year ended March 31, 2024, the cumulative convertible preference shares classified as equity instruments
are included as a part of Basic and Diluted EPS computation as these can be converted to equity shares at any point
of time (refer note 20.2).
33.2. For the year ended March 31, 2025, employee stock options granted to certain eligible employees under ESOP
scheme and share warrants (refer note 20.3) has not been considered in computing Diluted EPS since options and
warrants are anti-dilutive in nature.
34. CONTINGENT LIABILITIES AND COMMITMENTS
Particulars
As at
March 31, 2025
As at
March 31, 2024
A. Contingent liabilities
Claims against the Company not acknowledged as debt:
- Income tax matters (net of amount paid under protest)
1.99
1.45
- Indirect tax matters
-
6.80
B. Commitments
Estimated amount of contracts remaining to be executed on
property, plant and equipment and intangible assets and not
provided for (net of related advances)
252.51
448.06
C. Others
Letter of credit and guarantees excluding financial guarantees
12.89
15.89
Note:
34.1. Apart from the commitments disclosed above, the Company has no financial commitments other than those in
the nature of regular business operations.
35. SEGMENT REPORTING
The Company’s primary business segment involves developing and licensing fully serviced office spaces in business
centres. The Board of Directors of the Company, which has been identified as being the Chief Operating Decision Maker
(CODM), evaluates the Company performance, allocate resources based on the analysis of the various performance
indicator of the Company as a single unit of coworking spaces. Therefore there are no separate reportable business
segments as per Ind AS 108- “Operating Segments”.The Company does not have any single external customer
contributing to 10% or more of the company's revenue
Geographical Information:
There are no revenue from external customers and non current assets attributed to countries other than India.
36. EMPLOYEE BENEFIT PLANS
Defined contribution plans
The Company makes provident fund and employee state insurance contribution to a defined contribution retirement
benefit plan for qualifying employees. The Company's contribution to the Employees provident fund and Employee
state insurance is deposited with the Regional Provident Fund Commissioner and Employee State Insurance
Corporation, respectively. Under the scheme, the Company is required to contribute a specified percentage of payroll
cost to the retirement benefit scheme to fund the benefits. The Company has recognised the following amounts in the
Standalone Statement of Profit and Loss in the following years:
Particulars
For the year ended
March 31, 2025
For the year ended
March 31, 2024
Provident fund contributions
17.46
15.13
Employee state insurance
0.19
0.20
Defined benefit plan:
Gratuity
a) The Company offers its employees defined-benefit plans in the form of a gratuity scheme. Benefits under the
defined benefit plans are based on years of service and the employee’s compensation (immediately before
retirement). Benefits payable to eligible employees of the Company with respect to gratuity, a defined benefit
plan is accounted for on the basis of an actuarial valuation as at the reporting date.
b)
This plan typically expose the Company to actuarial risk such as: interest rate risk, longevity risk and salary risk.
Interest risk
A decrease in the bond interest rate will increase the plan liability.
Longevity risk
The present value of the defined benefit plan liability is calculated by reference to the best estimate of the
mortality of plan participants both during and after their employment. An increase in the life expectancy of the
plan participants will increase the plan’s liability.
Salary risk
The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan
participants. As such, an increase in the salary of the plan participants will increase the plan’s liability.
(c) Significant actuarial assumptions
Smartworks Coworking Spaces Limited
Smartworks Coworking Spaces Limited
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Corporate Overview
Statutory Reports
Financial Statements
Annual Report 2024-25
NOTES FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
NOTES FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
The significant actuarial assumptions used for the purposes of the actuarial valuations were as follows:
Particulars
As at
March 31, 2025
As at
March 31, 2024
a) Discount rate(s)
6.99%
7.22%
b) Expected rate(s) of salary increase
9.50%
9.50%
c) Mortality table used
100% of ILAM
(2012-14)
100% of ILAM
(2012-14)
d) Attrition rate
-Up to 30 years
45.92%
47.21%
-Ages 31-44 years
33.68%
37.06%
-Ages 44 & above
0.33%
0.00%
e) Rate of return on plan assets
N.A
N.A
f) Average remaining working lives of employees (in years)
26.38
26.21
The discount rate is based on prevailing market yields of Government of India bonds as at the reporting date for
the expected term of obligation.
The estimates of future salary increases considered, takes into account the inflation, seniority, promotions and
other relevant factors, such as supply and demand in the employment market.
(d) The following tables sets out the amount recognised in the Standalone Financial Statements in respect of gratuity:
Particulars
For the year ended
March 31, 2025
For the year ended
March 31, 2024
I. Amounts recognised in Standalone Statement of Profit and
Loss in respect of these defined benefit plans are as follows:
a) Current service cost
5.66
5.18
b) Past service cost
-
-
c) Net interest expense
1.36
1.07
Components of defined benefit costs recognised in Standalone
Statement of Profit and Loss
7.02
6.25
Remeasurement on the net defined benefit liability
a) Actuarial (gains)/loss arising form changes in financial
assumptions
0.25
(0.07)
b) Actuarial (gains)/loss arising form changes in demographic
assumptions
0.62
(1.17)
c) Actuarial (gains)/loss arising form experience adjustments
(0.68)
(0.64)
Components of defined benefit costs recognised in Other
Comprehensive Income/ (Loss)
0.19
(1.88)
Total
7.21
4.37
The current service cost and the net interest expense for the year are included in the ‘Employee benefits expense’
line item in the Standalone Statement of Profit and Loss and the remeasurement of the net defined benefit liability
is included in ‘Other comprehensive income/ (loss)’.
Particulars
As at
March 31, 2025
As at
March 31, 2024
II. Net liability recognised in the Standalone Balance Sheet
a) Present value of defined benefit obligation
24.78
18.80
b) Fair value of plan assets
-
-
c) Net liability recognised in Standalone Balance Sheet
24.78
18.80
d) Current portion of the above
4.87
4.30
e) Non current portion of the above
19.91
14.50
III. Change in the obligation during the year
Present value of defined benefit obligation at the beginning of the
year
18.80
14.96
Expenses recognised in Standalone Statement of Profit and Loss
- Current service cost
5.66
5.18
- Interest expense
1.36
1.07
Recognised in other comprehensive income
Remeasurement gains / (losses)
- Actuarial gain/(loss) arising from:
i. Financial assumptions
0.25
(0.07)
ii. Demographic assumptions
0.62
(1.17)
iii. Experience adjustments
(0.68)
(0.64)
Benefit payments
(1.23)
(0.53)
Present value of defined benefit obligation at the end of the year
24.78
18.80
(e) Sensitivity for significant actuarial assumption is computed by varying one actuarial assumption used for the
valuation of the defined benefit obligation by +/- 0.5%, keeping all other actuarial assumptions constant:
Principal assumption
Changes in
assumption
Impact on defined
benefit obligation
Impact on defined
benefit obligation
Increase in
assumption
Decrease in
assumption
a) Discount rate
As at March 31, 2025
0.5%
(0.62)
0.66
As at March 31, 2024
0.5%
(0.42)
0.45
b) Salary growth rate
As at March 31, 2025
0.5%
0.45
(0.44)
As at March 31, 2024
0.5%
0.36
(0.35)
Notes:
i)
The above sensitivity analyses are based on a change in an assumption while holding all other assumptions
constant. In practice this is unlikely to occur, and changes in some of the assumptions may be correlated.
When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the
same method (present value of the defined benefit obligation calculated with the projected unit credit
method at the end of the reporting period) has been applied as when calculating the defined benefit liability
recognised in the Balance sheet.
ii)
The methods and types of assumptions used in preparing the sensitivity analyses did not change compared
to previous year.
Smartworks Coworking Spaces Limited
Smartworks Coworking Spaces Limited
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Corporate Overview
Statutory Reports
Financial Statements
Annual Report 2024-25
NOTES FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
NOTES FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
(f) Maturity profile of defined benefit obligation:
Particulars
As at
March 31, 2025
As at
March 31, 2024
Within 1 year
4.87
4.30
1 - 2 year
3.89
3.25
2 - 3 year
2.88
2.04
3 - 4 year
2.03
1.37
4 - 5 year
2.46
0.97
5 year onwards
8.65
6.86
(g) Weighted Average Duration of Defined Benefit Obligation (in years)- 2.77 years ( March 31, 2024 -2.55 years)
(h) The Company expects to make a contribution of ` 9.40 million to the defined benefit plan during the next year.
37 RELATED PARTY TRANSACTIONS AND BALANCES
a. Names of related parties and related party relationships
Entities having significant influence over the Company
NS Niketan LLP
SNS Infrarealty LLP
Subsidiaries
Smartworks Tech Solutions Private Limited (Formerly known as Smartworks Coliving Private Limited)
Smartworks Office Services Private Limited
Smartworks Stellar Services Private Limited
Smartworks Space Pte Ltd. (w.e.f. March 15, 2024) (refer note 9.2)
Key Management Personnel (‘KMP’)
Neetish Sarda (Managing director)
Harsh Binani (Wholetime director)
Sahil Jain (Chief financial officer) (w.e.f. July 19, 2024)
Punam Dargar (Company secretary)
V K Subburaj (Independent Director w.e.f. July 16, 2024)
Rajeev Rishi (Independent Director w.e.f. July 16, 2024)
Pushpa Mishra (Independent Director w.e.f. August 03, 2024)
Atul Gautam (Chairman and Non-Executive Director w.e.f. June 21, 2024)
Ho Kiam Kheong (Non-Executive (nominee) Director w.e.f. July 16, 2024)
Other related parties with whom transactions have taken place during the reporting periods
Relatives of KMPs
Saumya Binani
Entities where Key Management Personnel and their relatives exercise significant influence
Vision Comptech Integrators Limited
Smart IT Services Private Limited
SML Smart Technologies Private Limited
Talbot & Co
Talbotforce Services Private Limited
Kalyankari Commercial LLP
Kripa Merchandise LLP
Simran Merchandise LLP
Snow Well Merchandise LLP
Jagadhatri Vyapaar Pvt Ltd
b.
Related party
transactions
Name of related party
For the year ended
March 31, 2025
For the year ended
March 31, 2024
Income from lease
rental
Talbot & Co
0.42
0.13
Talbotforce Services Private Limited
2.33
1.00
Smartworks Tech Solutions Private Limited
0.85
1.80
Smartworks Office Services Private Limited
0.14
0.07
Smart It Services Private Limited
0.03
0.05
Income from ancillary
services
Talbotforce Services Private Limited
-
0.11
Lease rental expense
Vision Comptech Integrators Limited
160.23
101.84
Building maintenance
Vision Comptech Integrators Limited
-
33.95
Talbotforce Services Private Limited
12.77
8.42
Equipment hire
charges
Smart IT Services Private Limited
-
0.84
Talbotforce Services Private Limited
6.79
4.40
Information
technology expenses
Smartworks Tech Solutions Private Limited
4.55
3.25
Talbotforce Services Private Limited
-
0.77
Housekeeping &
security charges
Talbot & Co (refer note 37.3)
2.82
3.25
Talbotforce Services Private Limited
948.74
725.45
Purchase Of property,
plant and equipment
Talbotforce Services Private Limited
0.65
11.90
Smart IT Services Private Limited
-
0.87
Smartworks Stellar Services Private Limited
-
13.67
Interest Income on
borrowings given
Smartworks Tech Solutions Private Limited
22.12
15.07
Smartworks Stellar Services Private Limited
0.63
0.20
Smartworks Office Services Private Limited
0.05
0.02
Smartworks Space Pte. Ltd.
1.45
-
Interest paid on
borrowings taken
SML Smart Technologies Private Limited
-
0.79
Vision Comptech Integrators Limited
-
6.19
Smartworks Coworking Spaces Limited
Smartworks Coworking Spaces Limited
192
193
Corporate Overview
Statutory Reports
Financial Statements
Annual Report 2024-25
NOTES FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
NOTES FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
Related party
transactions
Name of related party
For the year ended
March 31, 2025
For the year ended
March 31, 2024
Reimbursements
of other expenses
incurred by Company
Vision Comptech Integrators Limited
-
4.87
Smartworks Tech Solutions Private Limited
-
0.15
Reimbursements of
amount received
on behalf of related
party
Smartworks Tech Solutions Private Limited
0.14
0.26
Reimbursements
of other expenses
incurred by related
party
Vision Comptech Integrators Limited
27.06
28.40
Talbotforce Services Private Limited
16.58
11.48
Remuneration to KMP Neetish Sarda
18.08
11.44
Harsh Binani
18.08
11.61
Punam Dargar
2.22
1.64
Sahil Jain
5.21
-
Consultancy fees
paid to director
Atul Gautam
2.31
-
Directors sitting fees
V K Subburaj
0.50
-
Rajeev Rishi
0.50
-
Pushpa Mishra
0.28
-
Investment in
subsidiary
Smartworks Space Pte. Ltd.
187.24
-
Security deposit
taken
Smartworks Tech Solutions Private Limited
-
0.01
Talbotforce Services Private Limited
0.50
-
Talbot & Co
0.09
-
Borrowings given
Smartworks Tech Solutions Private Limited
58.50
119.74
Smartworks Stellar Services Private Limited
0.96
8.17
Smartworks Office Services Private Limited
0.43
0.15
Smartworks Space Pte. Ltd.
18.66
-
Refund of security
deposit taken
Smartworks Tech Solutions Private Limited
0.08
-
Refund of borrowings
given
Smartworks Tech Solutions Private Limited
11.90
6.00
Smartworks Stellar Services Private Limited
-
2.89
Smartworks Space Pte. Ltd.
18.66
Borrowings taken
Vision Comptech Integrators Limited
-
15.00
Refund of borrowings
taken
Vision Comptech Integrators Limited
-
100.00
SML Smart Technologies Private Limited
-
15.00
ESOP Expenses to
KMP's
Sahil Jain
4.57
-
Punam Dargar
1.30
-
c.
Related party
outstanding balances
Name of related party
As at March 31,
2025
As at March 31,
2024
Borrowings given
Smartworks Tech Solutions Private Limited
228.09
181.50
Smartworks Stellar Services Private Limited
6.24
5.28
Smartworks Office Services Private Limited
0.73
0.30
Amount payable to
Subsidiary
Smartworks Space Pte. Ltd.
0.30
Unbilled revenue
Talbotforce Services Private Limited
-
0.10
Smartworks Tech Solutions Private Limited
-
0.03
Trade payables
Talbot & Co
0.26
0.68
Talbotforce Services Private Limited
349.14
388.89
Vision Comptech Integrators Limited
2.10
2.20
Smartworks Tech Solutions Private Limited
0.50
0.28
Atul Gautam
0.23
-
V K Subburaj
0.02
-
Rajeev Rishi
0.03
-
Pushpa Mishra
0.03
-
Employee payables
Neetish Sarda
3.41
0.66
Harsh Binani
3.38
0.13
Punam Dargar
0.14
-
Sahil Jain
0.37
-
Security deposit
taken
Smartworks Tech Solutions Private Limited
0.18
0.26
Talbot & Co
0.09
-
Talbotforce Services Private Limited
0.50
-
Smartworks Office Services Private Limited
0.02
0.02
Non-current
investments
Smartworks Tech Solutions Private Limited
0.10
0.10
Smartworks Office Services Private Limited
0.10
0.10
Smartworks Stellar Services Private Limited
0.10
0.10
Smartworks Space Pte. Ltd.
187.24
-
Trade receivables
Talbotforce Services Private Limited
0.01
0.00
Notes:
37.1. Refer note 21.1 for the guarantees issued by related parties for the Company.
37.2. These figures are inclusive of taxes.
37.3. These expenses includes expenses that are under reverse charge mechanism.
d.
Compensation of key management personnel
The remuneration of directors and other members including relatives of key management personnel during the
year was as follows:
Particulars
For the year ended
March 31, 2025
For the year ended
March 31, 2024
Short-term benefits
43.59
24.69
Post-employment benefits
6.70
4.79
Share based payment expense
5.87
-
Total
56.16
29.48
Smartworks Coworking Spaces Limited
Smartworks Coworking Spaces Limited
194
195
Corporate Overview
Statutory Reports
Financial Statements
Annual Report 2024-25
NOTES FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
NOTES FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
38 FINANCIAL INSTRUMENTS
38.1. Categories of financial instruments
Particulars
Level
As at March 31, 2025
As at March 31, 2024
FVTPL
FVTOCI Amortised
cost
FVTPL
FVTOCI Amortised
cost
Financial assets
Investments in mutual funds
(Quoted)
Level 1
93.23
-
-
112.78
-
-
Investments in equity shares
(Unquoted)
Level 3
16.40
-
-
-
-
-
Trade receivables
-
-
245.34
-
-
138.57
Cash and cash equivalents
-
-
392.36
-
-
385.93
Other bank balances
-
-
191.94
-
-
135.56
Loans
-
-
235.06
-
-
187.08
Other financial assets
-
-
2,662.98
-
-
2,223.35
Financial liabilities
Lease liabilities
-
- 33,227.87
-
- 30,082.38
Borrowings
-
-
3,977.70
-
-
4,273.50
Trade payables
-
-
1,153.62
-
-
1,195.11
Other financial liabilities
-
-
5,837.67
-
-
4,555.92
At the end of the reporting period, there are no significant concentrations of credit risk for financial assets
designated at FVTPL. The carrying amount reflected above represents the Company's maximum exposure to
credit risk for such Financial assets.
The fair value of instruments measured at amortised cost is equivalent to the carrying cost of financial instruments.
Particulars
Level
As at March 31, 2025
As at March 31, 2024
Fair
value
FVTOCI Amortised
cost
Fair
value
FVTOCI Amortised
cost
Other financial assets - security
deposits
Level 3
2,366.32
-
2,371.53
1,819.69
-
1,846.87
Interest rate used for fair valuation
6.50%
6.75%
Other financial liabilities - security
deposits
Level 3
5,061.55
-
5,050.09 4,069.53
-
4,051.37
Interest rate used for fair valuation
9.10%
9.05%
The fair value of security deposits was estimated based on the contractual terms of the security deposits and
parameters such as interest rates. Since, the data from any observable markets in respect of interest rates were
not available, the interest rates were considered to be significant unobservable inputs to the valuation of these
deposits.
38.1.1 Fair values hierarchy
Financial assets and financial liabilities are measured at fair value in the financial statement and are grouped into
three Levels of fair value hierarchy. The three Levels are defined based on the observability of significant inputs
to the measurement, as follows:
Level 1: quoted prices (unadjusted) in active markets for financial instruments
Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either
directly or indirectly.
Level 3: unobservable inputs for the asset or liability.
38.2. Financial risk management objectives
While ensuring liquidity is sufficient to meet the Company's operational requirements, the Company's risk
management committee also monitors and manages key financial risks relating to the operations of the Company
by analysing exposures by degree and magnitude of risks. These risks include market risk (including currency
risk, interest risk and price risk), credit risk and liquidity risk.
38.2.1. Market risk
38.2.1.1. Currency risk
Currency risk is the risk or uncertainty arising from possible currency movements and their impact on the future
cash flows of a business. There are no material currency risk affecting the financial position of the Company as
there are no material transactions in currency other than functional currency of the Company.
38.2.1.2. Interest risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of changes in market interest rates. The Company’s fixed rate borrowings are carried at amortised cost. They
are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the
future cash flows will fluctuate because of a change in market interest rates. The Company manages its interest
rate risk by having a balanced portfolio of fixed and floating rate loans and borrowings keeping in view of current
market scenario.
Interest rate risk exposure
The Company’s floating rate borrowing is subject to interest rate fluctuations. Below is the overall exposure of the
borrowing (undiscounted):
Particulars
As at
March 31, 2025
As at
March 31, 2024
Floating rate borrowings
3,865.87
4,105.80
Fixed rate borrowings
130.68
191.59
Smartworks Coworking Spaces Limited
Smartworks Coworking Spaces Limited
196
197
Corporate Overview
Statutory Reports
Financial Statements
Annual Report 2024-25
NOTES FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
NOTES FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
Sensitivity:
Profit or loss is sensitive to higher/ lower interest expense from floating rate borrowings as a result of changes in
interest rates (for complete year on closing balance) :
Particulars
For the year ended
March 31, 2025
For the year ended
March 31, 2024
Increase by 1%
38.66
41.06
Decrease by 1%
(38.66)
(41.06)
38.2.1.3. Price risk
The Company’s exposure to price risk arises from investments held and classified as FVTPL. To manage the price
risk arising from investments, the Company diversifies its portfolio of assets.
Sensitivity analysis:
Profit or loss is sensitive to higher/ lower prices of instruments classified as FVTPL on the Company’s profit for
the periods (for complete year on closing balance) :
Particulars
For the year ended
March 31, 2025
For the year ended
March 31, 2024
Increase by 5%
5.48
5.64
Decrease by 5%
(5.48)
(5.64)
38.2.1.4. Credit risk management
Credit risk is the risk that a counterparty fails to discharge its obligation to the Company under a financial
instrument or customer contract leading to a financial loss. The Company is exposed to credit risk mainly with
respect to trade receivables, investment in mutual funds, bank deposits and bank balances.
Trade receivables
The trade receivables of the Company are typically non-interest bearing and derived from sales made to a
large number of independent customers. As the customer base is widely distributed both economically and
geographically, there is minimal concentration of credit risk. The credit period provided by the Company to its
customers generally ranges from 7 days.
The management performs ongoing assessment of trade receivables for each customer basis the terms and
conditions of each contract to identify the material breach. Facts and circumstances relevant to each customer
are reviewed by the management to assess credit risk. Receivables are credit impaired to the extent unsecured
and there is no convincing evidence establishing collection of consideration in near future.
The gross carrying amount of a financial asset is written off (either partially or in full) to the extent that there
is no realistic prospect of recovery. Where the financial asset has been written-off, the Company continues to
engage in enforcement activity to attempt to recover the receivable due. Where recoveries are made, these are
recognised in the Standalone Statement of Profit and Loss.
Other financial instruments and bank deposits
The Company’s treasury, in accordance with the board approved policy, maintains its cash and cash equivalents,
deposits and investment in mutual funds with banks, financial and other institutions, having good reputation, past
track record, and high credit rating. Similarly, counter-parties of the Company’s other receivables carry either no
or very minimal credit risk. Further, the Company reviews the credit-worthiness of the counter-parties (on the
basis of its ratings, credit spreads and financial strength) of all the above assets on an on-going basis, and if
required, takes necessary mitigation measures.
38.2.1.5. Liquidity risk management
The Company manages liquidity risk by maintaining sufficient cash and cash equivalents including bank deposits
and availability of funding through an adequate amount of committed credit facilities, security deposits from
customers to meet the obligations when due. Management monitors rolling forecasts of liquidity position and
cash and cash equivalents on the basis of expected cash flows. In addition, liquidity management also involves
projecting cash flows considering level of liquid assets necessary to meet obligations by matching the maturity
profiles of financial assets & liabilities and monitoring balance sheet liquidity ratios.
The Company has incurred loss for the year ended March 31, 2025 of ` 617.51 million (` 468.85 million for the
financial year ended March 31, 2024) and as at that date, the current liabilities exceeded its current assets by `
9,534.28 million (` 6,900.00 million as at March 31, 2024). The Company has a long term lease agreements with
its customers, has generated positive cash flows from its operation, retained its existing customers and utilising
the security deposits which are classified as current liabilities. Additionally, the Company has initiated plans to
relocate to larger business centers to enhance cost efficiency and revenue potential and has obtained external
borrowings as needed.
The Management have made an assessment of the Company’s ability to continue as a going concern and have
no reason to believe the Company will not be a going concern in the year ahead considering external funding
arrangements with banks and other aforesaid initiatives.
The following tables detail the Company's remaining contractual maturity for its non-derivative financial liabilities
with agreed repayment periods. The information included in the tables have been drawn up based on the
undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required
to pay. The tables include both interest and principal cash flows.
Particulars
Less than 1
year
1 year – 5
years
More than 5
years
Total
Carrying
Amount
As at March 31, 2025
Non-interest bearing
Trade payable
1,153.62
-
-
1,153.62
1,153.62
Other financial liabilities
3,346.60
3,134.54
-
6,481.14
5,818.04
Fixed interest rate instruments
Borrowings (including interest)
120.73
13.22
-
133.95
130.65
Lease liabilities
7,987.96
27,848.44
7,068.34
42,904.74
33,227.87
Variable interest rate instruments
Borrowings (including interest)
1,996.83
2,459.37
25.56
4,481.76
3,847.05
Total
14,605.74
33,455.57
7,093.90
55,155.21
44,177.23
Smartworks Coworking Spaces Limited
Smartworks Coworking Spaces Limited
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Corporate Overview
Statutory Reports
Financial Statements
Annual Report 2024-25
NOTES FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
NOTES FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
Particulars
Less than 1
year
1 year – 5
years
More than 5
years
Total
Carrying
Amount
As at March 31, 2024
Non-interest bearing
Trade payable
1,195.11
-
-
1,195.11
1,195.11
Other financial liabilities
2,204.75
2,894.92
-
5,099.67
4,534.67
Fixed interest rate instruments
Borrowings (including interest)
160.66
45.03
-
205.69
190.93
Lease liabilities
6,293.39
23,473.58
11,168.73
40,935.70
30,082.38
Variable interest rate instruments
Borrowings (including interest)
2,072.60
2,619.93
134.56
4,827.09
4,082.57
Total
11,926.51
29,033.46
11,303.29
52,263.26
40,085.66
38.3. Fair value measurement
During the year ended March 31, 2025 and year ended March 31, 2024, the Company has made investment in
certain mutual fund schemes which are measured at Fair Value through Profit and Loss (FVTPL). NAV available as
on March 31, 2025 and March 31, 2024 has been used to measure the investment and same is treated as Level
1 input.
38.4. Reconciliation of liabilities whose cash flow movements are disclosed as part of financing
activities in the statement of cash flows:
Standalone
Balance Sheet
caption
Standalone Statement
of cash flows line item
Opening
balance
Cash
flows
(net)
Non - Cash items
Closing
balance
Addition on
account of ROU
(Net of
termination)
Reclassification
from trade
payables
Other
adjustments
For the year ended March 31, 2025
Lease liabilities
Repayment of principal
and interest portion of
lease liabilities
30,082.38 (6,708.97)
7,213.24
(30.49)
2,671.71 33,227.87
Borrowings
Proceeds/repayments
of borrowings (including
short term except bank
overdraft)
3,849.15
(261.34)
-
-
3.75
3,591.56
For the year ended March 31, 2024
Lease liabilities
Repayment of principal
and interest portion of
lease liabilities
33,976.22 (5,536.33)
3,817.71
14.23
(2,189.45)
30,082.38
Borrowings
Proceeds/repayments
of borrowings (including
short term except bank
overdraft)
4,195.34
(364.50)
-
-
18.31
3,849.15
39 CAPITAL MANAGEMENT
The purpose of the Company’s capital management is to maintain an optimal capital structure to reduce the Cost of
capital.
Management monitors capital on the basis of the carrying amount of equity and net debt (adjusted for cash and cash
equivalents) as presented on the face of Standalone Balance Sheet.
The Company manages its capital structure and makes adjustments to it in the light of changes in economic conditions
and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company
may adjust the amount of dividends paid to shareholders, return capital to shareholders or issue new shares.
Particulars
As at
March 31, 2025
As at
March 31, 2024
Borrowings
3,977.70
4,273.50
Less: Cash and cash equivalents
(392.36)
(385.93)
Less: Bank deposits including accrued interest
(387.02)
(486.89)
Less: Investment in mutual funds
(93.23)
(112.78)
Less: Security deposits (refer note 12.1 and 12.3)
(7.50)
(15.00)
Net Debt (A)
3,097.59
3,272.90
Total equity
1,133.57
543.88
Capital and net debt (B)
4,231.16
3,816.78
Gearing ratio (A/B)
73.21%
85.75%
Notes:
39.1 Net debt does not include lease liabilities.
40 The Board of Directors of the Company have not declared any dividend and accordingly no apportionment has
been made with respect to dividend for cumulative convertible preference shares amounting to ` 77.16 million till
the period ended August 13, 2024 (March 31, 2024 - ` 50.94 million).
Pursuant to "Waiver cum Amendment Agreement" between the Company and Space Solutions India Pte Ltd
(formerly known as Lisbrine PTE. LTD.) (SSIPL) dated August 13, 2024, the CCPS holder waived off its rights to
receive cumulative fixed preferential dividend in respect of the convertible preference share held by the Investor.
During the year ended March 31, 2025, the Company has converted 19,610,398 CCPS of face value of ` 10
each held by Space Solutions India Pte. Limited (formerly known as Lisbrine PTE. LTD.) (SSIPL) into 19,610,398
equity shares of face value of ` 10 each as per the terms and conditions stated in articles of association and the
Shareholder's agreement.
41 The Company did not grant any loan or advance in the nature of loans to any of its promoters, directors, KMPs
or other related parties, as defined under the Companies Act, 2013, in the current year and in the previous year.
Smartworks Coworking Spaces Limited
Smartworks Coworking Spaces Limited
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201
Corporate Overview
Statutory Reports
Financial Statements
Annual Report 2024-25
NOTES FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
NOTES FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
The fair value of Employee Stock Options as on the date of grant was determined using the Black Scholes formula.
The inputs used in the measurement of the fair values at the grant date of the equity settled share based payment
plan is as follows :
Particulars
Employee stock
options plan
Grant Date
1-Aug-24
Weighted average fair value (`)
260.91
Expected Life (in years)
3.25
Volatility (%)
42.70%
Risk free Rate (%)
6.73%
Exercise Price (`)
10.00
Expected term has been computed as the vesting term plus the midpoint of the remaining contractual term from the
date of vesting. The expected volatility reflects the assumption that the historical volatility over a period similar to the
life of options is indicative of future trends, which may also not necessarily the actual outcome. The weighted average
remaining contractual life of the option as on March 31, 2025 is 2.59 years.
Expenses arising from share based payment transactions
Particulars
For the year ended
March 31, 2025
For the year ended
March 31, 2024
Employee stock option scheme
39.32
-
44 AUDIT TRAIL
MCA vide its notification number G.S.R. 206(E) dated March 24, 2021 (amended from time to time) in reference to the
proviso to Rule 3 (1) of the Companies (Accounts) Amendment Rules, 2021, introduced the requirement w.e.f. April 01,
2023, to only use such accounting software which has a feature of recording audit trail of each and every transaction.
The Company has assessed IT applications including supporting applications considering the guidance provided
in “Implementation guide on reporting on audit trail under rule 11(g) of the Companies (Audit and Auditors) Rules,
2014 (Revised 2024 edition)” issued by the Institute of Chartered Accounts of India in February 2024, and identified
applications that are relevant for maintaining books of accounts. During the year ended March 31, 2025, the Company
has migrated to new accounting software from April 01, 2024. The Management had implemented audit trail feature
over accounting software and one supporting software from December 26, 2024 and December 10, 2024, respectively.
During such year/period, as applicable, audit trail feature has operated effectively and there were no instances of audit
trail feature being tampered with.
Furthermore, audit trail has been preserved by the Company as per the statutory requirements for record retention.
42 RELATIONSHIP WITH STRUCK OFF COMPANIES
Relationship with
struck off Company
Nature of
transactions
Name of struck off Company
Balance outstanding
as on March 31, 2025
Balance outstanding
as on March 31, 2024
Customers
Trade
receivables
Estivus Overseas Management
Private Limited
0.04
0.04
Invanto India Private Limited
-
0.03
Vendors
Advances to
suppliers
Chinni Beverages Private
Limited
0.13
0.15
Aazain Infotech Private Limited
0.04
0.04
Capital
advances
Spcs Technologies India
Private Limited
0.24
0.24
43 SHARE BASED PAYMENTS
Employee share option plan
The Company granted employee stock options to certain eligible employees under ESOP scheme named Smartworks
Coworking Spaces Limited Employee Share Option Plan 2022 and as amended thereafter.
The ESOP plan was duly approved by the board of directors at their meeting held on July 31, 2024 and the shareholders
of the Company by way of resolution passed at their Annual General Meeting held on August 3, 2024 for granting of
aggregate 317,500 shares. These options would vest generally over 2 years from the date of grant as per the letter of
grant executed between the Company and its employees. The Vested options will be exercised by the employee over
2 years from the vesting date which will be settled in equity shares of the Company. In determining which Employees
may be granted Options and for determining the quantum of Options to be granted, the Committee/Board will take
into account whether Options will provide additional incentive to Employees, whether such Options will promote the
success of the relevant Company's business, the potential for future contribution to the relevant Company, integrity,
number of employment years and any other factor(s) as deemed appropriate by the Committee/Board.
The following table summarises the movement in stock option granted and weighted average exercise price during
the year :
Particulars
For the year ended
March 31, 2025
For the year ended
March 31, 2024
Outstanding at the beginning of the year
-
-
Granted during the year
317,500
-
Exercised during the year
-
-
Forfeited during the year
16,000
-
Outstanding at the end of the year
301,500
-
Exercisable at the end of the year
-
-
Smartworks Coworking Spaces Limited
Smartworks Coworking Spaces Limited
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Corporate Overview
Statutory Reports
Financial Statements
Annual Report 2024-25
NOTES FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
NOTES FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
45 RATIOS
Ratio
Numerator
Denominator
March 31,
2025
March 31,
2024
%
Variance
Remarks for
variance more
than 25%
Current Ratio
(no. of times)
Current assets
Current liabilities
0.20
0.28
(28.57%) Decrease on
account of increase
in current lease
liabilities.
Debt-equity
ratio
(no. of
times)*
Non-current borrowings Equity
2.85
6.32
(54.91%) Decrease on
account of increase
in equity due to
fresh issue of
shares
(+) current borrowings
(-) cash and bank
balances
Debt service
coverage
ratio (no. of
times)
Profit before
depreciation,
amortisation, finance
costs,exceptional items,
non-cash items and tax
Interest expenses
(+) principal
0.76
0.69
11.06% Not applicable
repayments of
long-term debt
(+) payment of
lease liabilities
Return on
equity ratio -
(no. of times)
Loss for the year
Average equity
(0.74)
(1.08)
31.48% Increased on
account of increase
in equity due to
fresh issue of
shares.
Trade
receivables
turnover
ratio - (no. of
times)
Revenue from
operations
Average trade
receivables
69.80
74.17
(5.89%) Not applicable
Trade
payable
turnover
ratio - (no. of
times)
Purchases of services
and other expenses
Average trade
payables
3.75
3.09
21.07% Not applicable
Net capital
turnover
ratio - (no. of
times)
Revenue from
operations
Average working
capital (i.e.
current assets-
current liabilities)
(1.63)
(1.89)
13.76% Not applicable
Net profit
ratio (%)
Loss for the year
Revenue from
operations
(4.61%)
(5.00%)
7.85% Not applicable
Return on
capital
employed (%)
Adjusted EBIT
Average capital
employed**
64.00%
77.00%
(16.88%) Not applicable
Return on
investment
(%)
Income generated from
investments at FVTPL
Time weighted
average
investments at
FVTPL
5.98%
7.81%
(23.44%) Not applicable
* excluding lease liabilities
** Average capital employed = Average of (equity + net debt - current investments)
46 In financial year 2021, certain anonymous mails/letters were received by Company’s various stakeholders,
wherein one of the shareholders of the Company appointed independent advocates (“Independent Advocates”)
for conducting financial / legal due diligence of such anonymous allegation mails / letters. Based on the due
diligence performed by Independent Advocates and after considering the relevant underlying evidence, it was
concluded that all such allegations appear to be baseless and devoid of any substance other than one matter
which is sub-judice.
Further, the Company noted that certain anonymous and frivolous allegation mails / letters (“communications”)
have been received by the Company including through SEBI and merchant bankers, till the date of signing of
these Standalone Financial Statements, having unsubstantiated allegations, inter alia, of irregularities in operation
of the Company, illegal / unexplained source of funds, non-payment of borrowings and involvement in abetment
to suicide by certain of its promoters, lack of internal financial controls, discrepancies /illegal activities of the
Company, hiding of financial and operational liabilities of the Company, ongoing investigations by various
regulatory authorities against the Company, certain of its promoters and certain companies in the Company.
The Board of Directors of the Company have considered and analysed the communications and concluded that
such allegations are baseless and frivolous and there is no impact on the operations and the Standalone Financial
Statements of the Company.
47 OTHER STATUTORY INFORMATION
(i)
The Company do not have any Benami property, where any proceeding has been initiated or pending against the
Company for holding any Benami property.
(ii) The Company have not traded or invested in Crypto currency or Virtual Currency.
(iii) The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including
foreign entities (Intermediaries) with the understanding that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Company ("Ultimate Beneficiaries") or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
(iv) The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding
Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Funding Party ("Ultimate Beneficiaries") or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(v) The Company has not entered into any such transaction which is not recorded in the books of accounts that has
been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961
(such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).
(vi) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by
the Company.
(vii) The Company did not have any long-term contracts including derivative contracts for which there were any
material foreseeable losses.
Smartworks Coworking Spaces Limited
Smartworks Coworking Spaces Limited
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Corporate Overview
Statutory Reports
Financial Statements
Annual Report 2024-25
NOTES FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
(viii) The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the
Companies (Meetings of Board and its Powers) Rules, 2014 are as follows :
(a) details of investments in subsidiaries made by the Company are disclosed in Note 9.
(b) details of loans given by the Company to subsidiaries are disclosed in Note 11.
For and on behalf of the Board of Directors of
Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
Sd/-
Neetish Sarda
Managing Director
DIN: 07262894
Place: Gurugram
Date: June 13, 2025
Sd/-
Harsh Binani
Wholetime Director
DIN: 07717396
Place: Gurugram
Date: June 13, 2025
Sd/-
Sahil Jain
Chief Financial Officer
Place: Gurugram
Date: June 13, 2025
Sd/-
Punam Dargar
Company Secretary (M. No.- A56987)
Place: Kolkata
Date: June 13, 2025
INDEPENDENT AUDITOR’S REPORT
To The Members of Smartworks Coworking Spaces
Limited (formerly known as Smartworks Coworking
Spaces Private Limited)
Report on the Audit of the Consolidated Financial
Statements
OPINION
We have audited the accompanying Consolidated
Financial Statements of Smartworks Coworking Spaces
Limited (the “Parent”) and its subsidiaries, (the Parent
and its subsidiaries together referred to as the “Group”),
which comprise the Consolidated Balance Sheet as at
March 31, 2025, and the Consolidated Statement of
Profit and Loss (including Other Comprehensive Income/
Loss), the Consolidated Statement of Cash Flows and
the Consolidated Statement of Changes in Equity for
the year ended on that date, and notes to the financial
statements, including a summary of material accounting
policies and other explanatory information (hereinafter
referred to as the “Consolidated Financial Statements”).
In our opinion and to the best of our information and
according to the explanations given to us, and based
on the consideration of reports of the other auditors
on separate financial statements of the subsidiaries
referred to in the Other Matters section below, the
aforesaid Consolidated Financial Statements give the
information required by the Companies Act, 2013 (the
“Act”) in the manner so required and give a true and fair
view in conformity with the Indian Accounting Standards
prescribed under section 133 of the Act, (“Ind AS”) and
other accounting principles generally accepted in India, of
the consolidated state of affairs of the Group as at March
31, 2025, and their consolidated loss, their consolidated
total comprehensive loss, their consolidated cash flows
and their consolidated changes in equity for the year
ended on that date.
BASIS FOR OPINION
We conducted our audit of the Consolidated Financial
Statements in accordance with the Standards on Auditing
(“SA”s) specified under section 143 (10) of the Act.
Our responsibilities under those Standards are further
described in the Auditor’s Responsibility for the Audit
of the Consolidated Financial Statements section of our
report. We are independent of the Group in accordance
with the Code of Ethics issued by the Institute of
Chartered Accountants of India (“ICAI”) together with the
ethical requirements that are relevant to our audit of the
Consolidated Financial Statements under the provisions
of the Act and the Rules made thereunder, and we have
fulfilled our other ethical responsibilities in accordance
with these requirements and the ICAI’s Code of Ethics.
We believe that the audit evidence obtained by us and
the audit evidence obtained by the other auditors in
terms of their reports referred to in the Other Matters
section below is sufficient and appropriate to provide a
basis for our audit opinion on the Consolidated Financial
Statements.
INFORMATION OTHER THAN THE FINANCIAL
STATEMENTS
AND
AUDITOR’S
REPORT
THEREON
•
The Parent’s Board of Directors is responsible for the
other information. The other information comprises
the information included in the Board report
including annexures to the Board’s Report, but does
not include the consolidated financial statements,
standalone financial statements and our auditor’s
report thereon. The Board report is expected to be
made available to us after the date of this auditor's
report.
•
Our
opinion
on
the
Consolidated
Financial
Statements does not cover the other information
and will not express any form of assurance
conclusion thereon.
•
In connection with our audit of the Consolidated
Financial Statements, our responsibility is to read
the other information identifiable above when it
becomes available, compare with the financial
statements of the subsidiaries audited by the other
auditors, to the extent it relates to these entities and,
in doing so, place reliance on the work of the other
auditors and consider whether the other information
is materially inconsistent with the Consolidated
Financial Statements or our knowledge obtained
during the course of our audit or otherwise appears
to be materially misstated. Other information so far
as it relates to the subsidiaries will be traced from
their financial statements audited by the other
auditors.
•
When we read the Board report, if we conclude
that there is a material misstatement therein, we
are required to communicate the matter to those
charged with governance as required under SA
720 ‘The Auditor’s responsibilities Relating to Other
Information’.
Smartworks Coworking Spaces Limited
207
Corporate Overview
Statutory Reports
Financial Statements
Smartworks Coworking Spaces Limited
206
Annual Report 2024-25
Consolidated
Financial
Statements.
We
are
responsible for the direction, supervision and
performance of the audit of the financial statements
of entities included in the Consolidated Financial
Statements of which we are the independent
auditors. For the entities included in the Consolidated
Financial Statements, which have been audited
by the other auditors, such other auditors remain
responsible for the direction, supervision and
performance of the audits carried out by them. We
remain solely responsible for our audit opinion.
Materiality is the magnitude of misstatements in the
Consolidated Financial Statements that, individually
or in aggregate, makes it probable that the economic
decisions of a reasonably knowledgeable user of the
Consolidated Financial Statements may be influenced.
We consider quantitative materiality and qualitative
factors in (i) planning the scope of our audit work and
in evaluating the results of our work; and (ii) to evaluate
the effect of any identified misstatements in the
Consolidated Financial Statements.
We communicate with those charged with governance
of the Parent and such other entities included in the
Consolidated Financial Statements of which we are the
independent auditors regarding, among other matters,
the planned scope and timing of the audit and significant
audit findings, including any significant deficiencies in
internal financial controls that we identify during our
audit.
We also provide those charged with governance with
a statement that we have complied with relevant
ethical requirements regarding independence, and
to communicate with them all relationships and other
matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
OTHER MATTERS
(a) We did not audit the financial statements of three
subsidiaries, whose financial statements reflect
total assets of ` 208.49 million as at March 31, 2025,
total revenues of ` 57.12 million and net cash inflow
amounting to ` 2.04 million for the year ended on that
date, as considered in the Consolidated Financial
Statements. These financial statements have been
audited by other auditors whose reports have been
furnished to us by the Management and our opinion
on the Consolidated Financial Statements, in so far
as it relates to the amounts and disclosures included
in respect of these subsidiaries and our report in
terms of subsection (3) of Section 143 of the Act,
in so far as it relates to the aforesaid subsidiaries is
based solely on the reports of the other auditors.
Our opinion on the Consolidated Financial Statements
above and our report on Other Legal and Regulatory
Requirements below, is not modified in respect of the
above matters with respect to our reliance on the work
done and the reports of the other auditors.
REPORT ON OTHER LEGAL AND REGULATORY
REQUIREMENTS
1.
As required by Section 143(3) of the Act, based on
our audit and on the consideration of the reports
of the other auditors on the separate financial
statements of the subsidiaries referred to in the
Other Matters section above we report, to the
extent applicable that:
a)
We have sought and obtained all the
information and explanations which to the best
of our knowledge and belief were necessary
for the purposes of our audit of the aforesaid
Consolidated Financial Statements.
b)
In our opinion, proper books of account as
required by law relating to preparation of the
aforesaid Consolidated Financial Statements
have been kept by the Group including
relevant records so far as it appears from our
examination of those books and the reports of
the other auditors except for complying with
the requirement of audit trail for a specific
period during the year, as stated in (i)(vi) below.
c)
The
Consolidated
Balance
Sheet,
the
Consolidated Statement of Profit and Loss
including Other Comprehensive Income/Loss,
the Consolidated Statement of Cash Flows
and the Consolidated Statement of Changes
in Equity dealt with by this Report are in
agreement with the relevant books of account
maintained for the purpose of preparation of
the Consolidated Financial Statements.
d)
In our opinion, the aforesaid Consolidated
Financial Statements comply with the Ind AS
specified under Section 133 of the Act.
e)
On the basis of the written representations
received from the directors of the Parent as on
March 31, 2025 taken on record by the Board of
Directors of the Company and the reports of the
statutory auditors of its subsidiary companies
incorporated in India, none of the directors of
the Group companies, incorporated in India is
disqualified as on March 31, 2025 from being
appointed as a director in terms of Section 164
(2) of the Act.
RESPONSIBILITIES
OF
MANAGEMENT
AND BOARD OF DIRECTORS FOR THE
CONSOLIDATED FINANCIAL STATEMENTS
The Parent’s Board of Directors is responsible for
the matters stated in section 134(5) of the Act with
respect to the preparation of these consolidated
financial statements that give a true and fair view of the
consolidated financial position, consolidated financial
performance including other comprehensive gain,
consolidated cash flows and consolidated changes in
equity of the Group in accordance with the Ind AS and
accounting principles generally accepted in India. The
respective Board of Directors of the companies included
in the Group are responsible for maintenance of adequate
accounting records in accordance with the provisions of
the Act for safeguarding the assets of the Group and for
preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting
policies; making judgments and estimates that are
reasonable and prudent; and design, implementation and
maintenance of adequate internal financial controls, that
were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the
preparation and presentation of the financial statements
that give a true and fair view and are free from material
misstatement, whether due to fraud or error, which
have been used for the purpose of preparation of the
Consolidated Financial Statements by the Directors of
the Parent, as aforesaid.
In preparing the consolidated financial statements,
the respective Management and Board of Directors of
the companies included in the Group are responsible
for assessing the ability of the respective entities to
continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going
concern basis of accounting unless the respective Board
of Directors either intend to liquidate their respective
entities or to cease operations, or has no realistic
alternative but to do so.
The respective Board of Directors of the companies
included in the Group are also responsible for overseeing
the financial reporting process of the Group.
AUDITOR’S
RESPONSIBILITY
FOR
THE
AUDIT OF THE CONSOLIDATED FINANCIAL
STATEMENTS
Our objectives are to obtain reasonable assurance about
whether the Consolidated Financial Statements as a
whole are free from material misstatement, whether due
to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that an audit
conducted in accordance with SAs will always detect a
material misstatement when it exists. Misstatements can
arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of
users taken on the basis of these Consolidated Financial
Statements.
As part of an audit in accordance with SAs, we exercise
professional
judgment
and
maintain
professional
skepticism throughout the audit. We also:
•
Identify
and
assess
the
risks
of
material
misstatement
of
the
Consolidated
Financial
Statements, whether due to fraud or error, design
and perform audit procedures responsive to those
risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting
from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the
override of internal control.
•
Obtain an understanding of internal financial
controls relevant to the audit in order to design
audit procedures that are appropriate in the
circumstances. Under section 143(3)(i) of the Act,
we are also responsible for expressing our opinion
on whether the Parent has adequate internal
financial controls with reference to Consolidated
Financial Statements in place and the operating
effectiveness of such controls.
•
Evaluate the appropriateness of accounting policies
used and the reasonableness of accounting
estimates and related disclosures made by the
management.
•
Conclude on the appropriateness of management’s
use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a
material uncertainty exists related to events or
conditions that may cast significant doubt on the
ability of the Group to continue as a going concern.
If we conclude that a material uncertainty exists,
we are required to draw attention in our auditor’s
report to the related disclosures in the Consolidated
Financial Statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions
are based on the audit evidence obtained up to the
date of our auditor’s report. However, future events
or conditions may cause the Group to cease to
continue as a going concern.
•
Evaluate the overall presentation, structure and
content of the Consolidated Financial Statements,
including
the
disclosures,
and
whether
the
Consolidated Financial Statements represent the
underlying transactions and events in a manner that
achieves fair presentation.
•
Obtain
sufficient
appropriate
audit
evidence
regarding the financial information of the entities
within the Group to express an opinion on the
Smartworks Coworking Spaces Limited
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Corporate Overview
Statutory Reports
Financial Statements
Annual Report 2024-25
under (a) and (b) above, contain any
material misstatement.
v)
The Parent and its subsidiaries which are
companies incorporated in India, whose
financial statements have been audited
under the Act, have not declared or paid
any dividend during the year and have not
proposed final dividend for the year.
vi) Based on our examination which included
test checks and based on the auditor’s
report of respective auditors of the
subsidiaries incorporated in India whose
financial statements have been audited
under the Act, the Parent Company has
used accounting software and other
related software for maintaining its books
of account for the financial year ended
March 31, 2025 which have the feature
of recording audit trail (edit log) facility
where Audit trail facility (edit log) over
accounting software and related software
was operated for the part of the year for
all relevant transactions recorded in the
software systems. Further, respective
management
of
the
subsidiaries,
incorporated in India has used the
accounting software which has a feature
of audit trail (edit log) facility and the same
has operated throughout the year for
all relevant transactions recorded in the
accounting software.
Further, during the course of our audit,
we and respective other auditors, whose
reports have been furnished to us by
the Management of the Parent, have not
come across any instance of the audit trail
feature being tampered with during the
year/period, as applicable, for which audit
trail was enabled and operated.
The audit trail has been preserved by the
Company and above referred subsidiaries
as per the statutory requirements for
record retention (refer note 42 to the
Consolidated Financial Statements).
2.
With respect to the matters specified in clause (xxi)
of paragraph 3 and paragraph 4 of the Companies
(Auditor’s Report) Order, 2020 (“CARO”/ “the Order”)
issued by the Central Government in terms of Section
143(11) of the Act, according to the information and
explanations given to us, and based on the CARO
reports issued by us and the auditors of respective
companies included in the Consolidated Financial
Statements to which reporting under CARO is
applicable, as provided to us by the Management of
the Parent, we report that there are no qualifications
or adverse remarks by the respective auditors in the
CARO reports of the said companies included in the
consolidated financial statements.
For DELOITTE HASKINS & SELLS LLP
Chartered Accountants
(Firm’s Registration No. 117366W / W-100018)
Nilesh H. Lahoti
Partner
Place: Gurugram
(Membership No. 0130054)
Date: June 13, 2025
(UDIN: 25130054BMKMGP6247)
f)
The modification relating to the maintenance
of accounts related to audit trail for a specified
period, is as stated in paragraph (b) above.
g)
With
respect
to
the
adequacy
of
the
internal financial controls with reference to
Consolidated Financial Statements and the
operating effectiveness of such controls, refer
to our separate Report in “Annexure A” which
is based on the auditors’ reports of the Parent.
Our report expresses an unmodified opinion on
the adequacy and operating effectiveness of
internal financial controls of Parent.
h)
With respect to the other matters to be included
in the Auditor’s Report in accordance with the
requirements of section 197(16) of the Act, as
amended, in our opinion and to the best of our
information the remuneration paid by the Parent
to the directors during the year is in accordance
with the provisions of section 197 of the Act
and subsidiary companies incorporated in India
being a private limited companies, section 197
of the Act related to managerial remuneration
is not applicable.
i)
With respect to the other matters to be included
in the Auditor’s Report in accordance with Rule
11 of the Companies (Audit and Auditors) Rules,
2014, as amended in our opinion and to the
best of our information and according to the
explanations given to us:
i)
The Consolidated Financial Statements
disclose the impact of pending litigations
on the consolidated financial position
of the Group - Refer Note 32 to the
Consolidated Financial Statements;
ii)
The Group did not have any material
foreseeable losses on long-term contracts
including derivative contracts.
iii)
There were no amounts which were
required to be transferred to the Investor
Education and Protection Fund by the
Parent and its subsidiary companies
incorporated in India.
iv) (a) The respective Managements of the
Parent and its subsidiaries which
are
companies
incorporated
in
India, whose financial statements
have been audited under the Act,
have represented to us and to the
other auditors of such subsidiaries
respectively that, to the best of their
knowledge and belief, as disclosed in
the note 47(iii) to the Consolidated
Financial Statements, no funds have
been advanced or loaned or invested
(either from borrowed funds or share
premium or any other sources or kind
of funds) by the Parent or any of
such subsidiaries, to or in any other
person(s) or entity(ies), including
foreign entities (“Intermediaries”),
with the understanding, whether
recorded in writing or otherwise,
that the Intermediary shall, directly
or indirectly lend or invest in other
persons or entities identified in any
manner whatsoever by or on behalf of
the Parent or any of such subsidiaries
(“Ultimate Beneficiaries”) or provide
any guarantee, security or the like on
behalf of the Ultimate Beneficiaries.
(b) The respective Managements of the
Parent and its subsidiaries which
are
companies
incorporated
in
India, whose financial statements
have been audited under the Act,
have represented to us and to the
other auditors of such subsidiaries
respectively that, to the best of their
knowledge and belief, as disclosed in
the note 47(iv) to the Consolidated
Financial Statements, no funds have
been received by the Parent or any of
such subsidiaries from any person(s)
or
entity(ies),
including
foreign
entities (“Funding Parties”), with the
understanding,
whether
recorded
in writing or otherwise, that the
Parent or any of such subsidiaries,
shall, directly or indirectly, lend or
invest in other persons or entities
identified in any manner whatsoever
by or on behalf of the Funding Party
(“Ultimate Beneficiaries”) or provide
any guarantee, security or the like on
behalf of the Ultimate Beneficiaries.
(c) Based on the audit procedures
performed that have been considered
reasonable and appropriate in the
circumstances performed by us and
that performed by the auditors of the
subsidiaries which are companies
incorporated in India whose financial
statements have been audited under
the Act, nothing has come to our or
other auditor’s notice that has caused
us or the other auditors to believe that
the representations under sub-clause
(i) and (ii) of Rule 11(e), as provided
Smartworks Coworking Spaces Limited
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Corporate Overview
Statutory Reports
Financial Statements
Annual Report 2024-25
INHERENT
LIMITATIONS
OF
INTERNAL
FINANCIAL CONTROLS WITH REFERENCE TO
CONSOLIDATED FINANCIAL STATEMENTS
Because of the inherent limitations of internal financial
controls with reference to Consolidated Financial
Statements, including the possibility of collusion or
improper management override of controls, material
misstatements due to error or fraud may occur and not
be detected. Also, projections of any evaluation of the
internal financial controls with reference to Consolidated
Financial Statements to future periods are subject to
the risk that the internal financial control with reference
to Consolidated Financial Statements may become
inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures
may deteriorate.
OPINION
In our opinion to the best of our information and according
to the explanations given to us, the Parent, has, in all
material respects, an adequate internal financial controls
with reference to Consolidated Financial Statements
and such internal financial controls with reference to
Consolidated Financial Statements were operating
effectively as at March 31, 2025, based on the Guidance
Note.
For DELOITTE HASKINS & SELLS LLP
Chartered Accountants
(Firm’s Registration No. 117366W / W-100018)
Nilesh H. Lahoti
Partner
Place: Gurugram
(Membership No. 0130054)
Date: June 13, 2025
(UDIN: 25130054BMKMGP6247)
(Referred to in paragraph 1(g) under ‘Report on Other Legal and Regulatory Requirements’ section of our report of
even date)
ANNEXURE “A” TO THE INDEPENDENT AUDITOR’S REPORT
REPORT ON THE INTERNAL FINANCIAL
CONTROLS
WITH
REFERENCE
TO
CONSOLIDATED FINANCIAL STATEMENTS
UNDER CLAUSE (h) OF SUB-SECTION 3 OF
SECTION 143 OF THE COMPANIES ACT,
2013 (THE “ACT”)
In conjunction with our audit of the Consolidated
Financial Statements of the Company as at and for
the year ended March 31, 2025, we have audited the
internal financial controls with reference to Consolidated
Financial Statements of Smartworks Coworking Spaces
Limited (formerly known as Smartworks Coworking
Spaces Private Limited) (hereinafter referred to as the “
Parent”), as of that date.
MANAGEMENT’S
AND
BOARD
OF
DIRECTORS’
RESPONSIBILITIES
FOR
INTERNAL FINANCIAL CONTROLS
The Company’s management and Board of Directors
of the Parent, are responsible for establishing and
maintaining internal financial controls with reference
to Consolidated Financial Statements based on the
internal control with reference to Consolidated Financial
Statements criteria established by the Company
considering the essential components of internal
control stated in the Guidance Note on Audit of Internal
Financial Controls Over Financial Reporting issued by
the Institute of Chartered Accountants of India (the
“ICAI)” (the “Guidance Note”). These responsibilities
include the design, implementation and maintenance of
adequate internal financial controls that were operating
effectively for ensuring the orderly and efficient conduct
of its business, including adherence to the Parent’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, as required
under the Companies Act, 2013.
AUDITOR’S RESPONSIBILITY
Our responsibility is to express an opinion on the Parent’s
internal financial controls with reference to Consolidated
Financial Statements based on our audit. We conducted
our audit in accordance with the Guidance Note and the
Standards on Auditing, prescribed under Section 143(10)
of the Companies Act, 2013, to the extent applicable to
an audit of internal financial controls with reference to
Consolidated Financial Statements. Those Standards
and the Guidance Note require that we comply with
ethical requirements and plan and perform the audit to
obtain reasonable assurance about whether adequate
internal financial controls with reference to Consolidated
Financial Statements was established and maintained
and if such controls operated effectively in all material
respects.
Our audit involves performing procedures to obtain
audit evidence about the adequacy of the internal
financial controls with reference to Consolidated
Financial Statements and their operating effectiveness.
Our audit of internal financial controls with reference to
Consolidated Financial Statements included obtaining
an understanding of internal financial controls with
reference
to
Consolidated
Financial
Statements,
assessing the risk that a material weakness exists,
and testing and evaluating the design and operating
effectiveness of internal control based on the assessed
risk. The procedures selected depend on the auditor’s
judgement, including the assessment of the risks of
material misstatement of the financial statements,
whether due to fraud or error.
We believe that the audit evidence we have obtained, is
sufficient and appropriate to provide a basis for our audit
opinion on the Parent’s internal financial controls with
reference to Consolidated Financial Statements.
MEANING
OF
INTERNAL
FINANCIAL
CONTROLS
WITH
REFERENCE
TO
CONSOLIDATED FINANCIAL STATEMENTS
A company's internal financial control with reference to
Consolidated Financial Statements is a process designed
to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial
statements for external purposes in accordance with
generally accepted accounting principles. A company's
internal financial control with reference to Consolidated
Financial Statements includes those policies and
procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets
of the company; (2) provide reasonable assurance
that transactions are recorded as necessary to permit
preparation of financial statements in accordance
with generally accepted accounting principles, and
that receipts and expenditures of the company are
being made only in accordance with authorisations of
management and directors of the company; and (3)
provide reasonable assurance regarding prevention
or timely detection of unauthorised acquisition, use, or
disposition of the company's assets that could have a
material effect on the financial statements.
Smartworks Coworking Spaces Limited
Smartworks Coworking Spaces Limited
212
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Corporate Overview
Statutory Reports
Financial Statements
Annual Report 2024-25
CONSOLIDATED STATEMENT OF PROFIT AND LOSS
FOR THE YEAR ENDED MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
Particulars
Notes For the year ended
March 31, 2025
For the year ended
March 31, 2024
REVENUE
1
Revenue from operations
24
13,740.56
10,393.64
2
Other income
25
356.13
737.46
3
Total income (1+2)
14,096.69
11,131.10
EXPENSES
(a)
Operating expenses
26
4,160.34
3,029.41
(b)
Employee benefits expense
27
653.69
496.08
(c)
Finance costs
28
3,363.38
3,283.18
(d)
Depreciation and amortisation expenses
29
6,359.98
4,727.20
(e)
Other expenses
30
353.89
271.45
4
Total expenses
14,891.28
11,807.32
5
Loss before tax (3-4)
(794.59)
(676.22)
Tax expense/ (credit)
(a)
Current tax
11
0.96
-
(b)
Deferred tax
11
(163.76)
(176.65)
6
Total tax credit
(162.80)
(176.65)
7
Loss for the year (5-6)
(631.79)
(499.57)
8
Other comprehensive income/(loss)
Items to be reclassified to profit or loss
- Net gain due to foreign currency translation differences
3.68
-
Items that will not be reclassified to profit or loss
- Re-measurement of the defined benefit plan
(0.47)
1.73
- Tax related to above item
11
0.12
(0.49)
Total other comprehensive income for the year (net of tax)
3.33
1.24
9
Total comprehensive loss for the year (7+8)
(628.46)
(498.33)
Loss per share (face value of ` 10 each)
Basic
31
(6.18)
(5.18)
Diluted
31
(6.18)
(5.18)
See accompanying notes forming part of the Consolidated Financial Statements (1-47)
As per our report of even date
For Deloitte Haskins & Sells LLP
Chartered Accountants
(Firm Registration Number: 117366 W/W-100018)
For and on behalf of the Board of Directors of
Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
Sd/-
Nilesh H. Lahoti
Partner
Membership No: 130054
Place: Gurugram
Date: June 13, 2025
Sd/-
Neetish Sarda
Managing Director
DIN: 07262894
Place: Gurugram
Date: June 13, 2025
Sd/-
Harsh Binani
Wholetime Director
DIN: 07717396
Place: Gurugram
Date: June 13, 2025
Sd/-
Sahil Jain
Chief Financial Officer
Place: Gurugram
Date: June 13, 2025
Sd/-
Punam Dargar
Company Secretary (M. No.- A56987)
Place: Kolkata
Date: June 13, 2025
CONSOLIDATED BALANCE SHEET
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
Particulars
Notes
As at
March 31, 2025
As at
March 31, 2024
ASSETS
1
Non-current assets
(a)
Property, plant and equipment
4
11,379.92
9,638.61
(b)
Right-of-use assets
5
26,281.86
24,402.60
(c)
Capital work-in-progress
6
1,354.80
633.09
(d)
Intangible assets
7
141.88
75.56
(e)
Intangible assets under development
8
32.83
85.55
(f)
Financial assets
(i)
Investments
9
109.63
112.78
(ii)
Other financial assets
10
2,290.14
1,560.99
(g)
Deferred tax assets (net)
11
1,335.99
1,172.11
(h)
Income tax assets (net)
12
127.06
406.23
(i)
Other non-current assets
13
901.86
731.73
43,955.97
38,819.25
2
Current assets
(a)
Financial assets
(i)
Trade receivables
14
255.31
140.92
(ii)
Cash and cash equivalents
15
496.71
387.60
(iii)
Other bank balances
16
192.59
136.16
(iv)
Other financial assets
10
424.09
664.24
(b)
Other current assets
13
1,183.87
1,322.67
2,552.57
2,651.59
TOTAL (1+2)
46,508.54
41,470.84
EQUITY AND LIABILITIES
3
Equity
(a)
Equity share capital
17
1,031.90
790.13
(b)
Other equity
18
46.91
(290.06)
Total equity
1,078.81
500.07
Liabilities
4
Non-current liabilities
(a)
Financial liabilities
(i)
Lease liabilities
28,027.65
26,295.10
(ii)
Borrowings
19
2,160.26
2,397.48
(iii)
Other financial liabilities
22
2,570.30
2,308.80
(b)
Provisions
20
71.20
52.60
(c)
Other non-current liabilities
23
434.10
366.76
33,263.51
31,420.74
5
Current liabilities
(a)
Financial liabilities
(i)
Lease liabilities
5,368.38
3,787.28
(ii)
Borrowings
19
1,817.44
1,876.02
(iii)
Trade payables
- total outstanding dues of micro enterprises and small enterprises
21
116.56
20.95
- total outstanding dues of creditors other than micro enterprises and small
enterprises
21
1,042.24
1,177.17
(iv)
Other financial liabilities
22
3,340.52
2,249.72
(b)
Provisions
20
15.73
9.60
(c)
Current tax liabilities (net)
0.96
-
(d)
Other current liabilities
23
464.39
429.29
12,166.22
9,550.03
TOTAL (3+4+5)
46,508.54
41,470.84
See accompanying notes forming part of the Consolidated Financial Statements (1-47)
As per our report of even date
For Deloitte Haskins & Sells LLP
Chartered Accountants
(Firm Registration Number: 117366 W/W-100018)
For and on behalf of the Board of Directors of
Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
Sd/-
Nilesh H. Lahoti
Partner
Membership No: 130054
Place: Gurugram
Date: June 13, 2025
Sd/-
Neetish Sarda
Managing Director
DIN: 07262894
Place: Gurugram
Date: June 13, 2025
Sd/-
Harsh Binani
Wholetime Director
DIN: 07717396
Place: Gurugram
Date: June 13, 2025
Sd/-
Sahil Jain
Chief Financial Officer
Place: Gurugram
Date: June 13, 2025
Sd/-
Punam Dargar
Company Secretary (M. No.- A56987)
Place: Kolkata
Date: June 13, 2025
Smartworks Coworking Spaces Limited
Smartworks Coworking Spaces Limited
214
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Corporate Overview
Statutory Reports
Financial Statements
Annual Report 2024-25
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
Particulars
For the year ended
March 31, 2025
For the year ended
March 31, 2024
Cash flow from financing activities
- Proceeds from long term borrowings
1,158.71
1,575.20
- Repayment of long term borrowings
(1,465.12)
(1,868.45)
- Proceeds / (repayment) from short term borrowings (net)
45.09
(71.25)
- Proceeds from issue of equity shares and share warrants
1,165.50
355.62
- Proceeds from issue of cumulative convertible preference
shares
2.88
328.12
- Interest paid on borrowings
(416.98)
(537.48)
- Interest paid on lease liabilities
(2,790.51)
(2,498.10)
- Expenses incurred for issue of equity shares
(0.49)
-
- Other borrowing cost paid
(16.32)
(17.23)
- Payment of principal portion of lease liabilities (including
initial direct cost for acquiring right-of-use assets)
(4,059.83)
(3,038.23)
Net cash used in financing activities
(C)
(6,377.07)
(5,771.80)
Net increase/ (decrease) in cash and cash equivalents
(A+B+C)
147.32
(260.39)
Cash and cash equivalents at the beginning of the year
(36.75)
223.64
Effect of Exchange Fluctuation on the Cash and Cash
equivalents
-
-
Cash and cash equivalents at the end of the year (refer note 15.2)
110.57
(36.75)
The above Consolidated Statement of Cash Flows has been prepared under the ‘indirect method’ as set out in Ind AS
7 'Statement of Cash Flows'.
See accompanying notes forming part of the Consolidated Financial Statements (1-47)
As per our report of even date
For Deloitte Haskins & Sells LLP
Chartered Accountants
(Firm Registration Number: 117366 W/W-100018)
For and on behalf of the Board of Directors of
Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
Sd/-
Nilesh H. Lahoti
Partner
Membership No: 130054
Place: Gurugram
Date: June 13, 2025
Sd/-
Neetish Sarda
Managing Director
DIN: 07262894
Place: Gurugram
Date: June 13, 2025
Sd/-
Harsh Binani
Wholetime Director
DIN: 07717396
Place: Gurugram
Date: June 13, 2025
Sd/-
Sahil Jain
Chief Financial Officer
Place: Gurugram
Date: June 13, 2025
Sd/-
Punam Dargar
Company Secretary (M. No.- A56987)
Place: Kolkata
Date: June 13, 2025
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
Particulars
For the year ended
March 31, 2025
For the year ended
March 31, 2024
Cash flows from operating activities:
Loss before tax
(794.59)
(676.22)
Adjustments for:
- Depreciation and amortization expenses
6,359.98
4,727.20
- Finance cost
3,363.38
3,283.18
- Revenue equalization reserve
(71.08)
(100.36)
- Interest income
(309.45)
(361.74)
- Liability/provision no longer required written back
-
(14.32)
- Gain on lease termination/reassessment
-
(310.86)
- Gain on fair valuation of investment in mutual fund
(7.21)
(4.28)
- Gain on sale of mutual fund units
(7.15)
-
- Capital work-in-progress/property, plant and equipment
written off
25.94
52.22
- (Profit)/loss on sale of property, plant & equipment
(1.02)
0.49
- Share based payment expense
39.32
-
- Others
36.58
21.42
Operating cash flows before working capital changes
8,634.70
6,616.73
Changes in working capital
- Trade receivables
(113.29)
(5.47)
- Trade payables
(39.07)
204.90
- Provisions
(3.04)
(5.34)
- Other financial and non-financial liabilities
1,051.09
1,131.29
- Other financial and non-financial assets
(549.40)
(321.19)
Cash generated from operating activities before tax
8,980.99
7,620.92
Income tax refund /(paid) (net)
304.17
(187.92)
Net cash generated from operating activities
(A)
9,285.16
7,433.00
Cash flow from investing activities
- Purchase of property plant and equipments, intangible assets
and capital work-in-progress (net of capital advance)
(2,910.44)
(2,663.42)
- Sale of property plant and equipments (including sale and
lease-back)
1.43
31.84
- Investment in mutual fund units
(1,615.01)
(108.50)
- Proceeds from sale of mutual fund units
1,648.93
-
- Investment in equity shares of other companies
(16.40)
-
- Proceeds from/ (investment in) bank deposits not
considered as cash and cash equivalents (net)
98.34
739.66
- Interest received
32.38
78.83
Net cash used in investing activities
(B)
(2,760.77)
(1,921.59)
Smartworks Coworking Spaces Limited
Smartworks Coworking Spaces Limited
216
217
Corporate Overview
Statutory Reports
Financial Statements
Annual Report 2024-25
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
1.
CORPORATE INFORMATION
Smartworks Coworking Spaces Limited (‘the
Parent’) (CIN - U74900DL2015PLC310656) is a
public limited Company, domiciled in India. The
Registered office of the Company is situated at
Unit No. 305-310, Plot No. 9, 10 & 11, Vardhman
Trade Centre, Nehru Place, New Delhi - 110019. The
Parent Company together with its four subsidiaries
is herein referred to as "the Group". The Group is
engaged in the business of developing and licensing
fully serviced office spaces including rendering of
related ancillary services, software development
and rendering of design and fitout services. Refer
note 43 for details of investment in subsidiaries.
These Consolidated Financial Statements were
authorised for issue in accordance with a resolution
of the Board of Directors on June 13, 2025.
2.
SUMMARY OF MATERIAL ACCOUNTING
POLICIES
2.1. Basis of preparation and presentation
These
Consolidated
Financial
Statements
("Consolidated Financial Statements") have been
prepared to comply in all material respects with the
Indian Accounting Standards ("Ind AS") as notified
by the Ministry of Corporate Affairs ("MCA") under
section 133 of the Companies Act, 2013 ("Act")
read together with Rule 3 of the Companies (Indian
Accounting Standards) Rules, 2015 (as amended
from time to time) and other accounting principles
generally accepted in India.
The Consolidated Financial Statements are based
on the classification provisions contained in Ind AS 1,
‘Presentation of Financial Statements’ and Division
II of Schedule III (as amended) to the Act to the
extent applicable. Further, for the purpose of clarity,
various items are aggregated in the Consolidated
Balance sheet , Consolidated Statement of Profit
and Loss , Consolidated Statement of Cash Flows
and Consolidated Statement of Changes in Equity.
Nonetheless, these items are disaggregated
separately in the notes to the Consolidated
Financial Statements, where applicable or required.
All the amounts included in the Consolidated
Financial Statements are reported in millions of
Indian Rupee (‘Rupee’ or ‘₹’) and are rounded off
to the nearest million, except per share data and
unless stated otherwise. Further, due to rounding
off, certain amounts are appearing as ‘0’.
The preparation of the said Consolidated Financial
Statements requires the use of certain critical
accounting estimates and judgements. It also
requires the management to exercise judgements
in the process of applying the Group’s accounting
policies. The areas where estimates are significant
to the Consolidated Financial Statements, or
areas involving a higher degree of judgement or
complexity, are disclosed in note 3.
The accounting policies, as set out in the following
paragraphs of this note, have been consistently
applied by the Group, to all the periods presented
in the said Financial Statements, except in case of
adoption of any new standards and amendments
during the period.
To provide more reliable and relevant information
about the effect of certain items in the Consolidated
Balance Sheet and Consolidated Statement of Profit
and Loss, the Group has changed the classification
of certain items.
The Consolidated Financial Statements have been
prepared on the accrual and going concern basis,
and the historical cost convention except where the
Ind AS requires a different accounting treatment.
Current versus non-current classification
The Group presents assets and liabilities based on
current/ non-current classification.
Assets:
An asset is treated as current when it is:
i)
Expected to be realised or intended to be sold
or consumed in normal operating cycle
ii)
Held primarily for the purpose of trading
iii)
Expected to be realised within twelve months
after the reporting period, or
iv)
Cash or cash equivalent unless restricted from
being exchanged or used to settle a liability
for at least twelve months after the reporting
period.
All other assets are classified as non-current.
CONSOLIDATED STATEMENT OF CHANGES IN THE EQUITY
FOR THE YEAR ENDED MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
A. EQUITY SHARE CAPITAL
Particulars
Amount
As at April 01, 2023
776.91
Movement during the year :
Shares issued under private placement
13.22
As at March 31, 2024
790.13
Movement during the year :
Shares issued under private placement
37.17
Conversion of CCPS into equity shares
196.10
Conversion of warrants into equity shares
8.50
As at March 31, 2025
1,031.90
B. OTHER EQUITY
Particulars
Instruments
classified as
equity
(refer note
18.2)
Reserves and surplus
Foreign
Currency
Translation
Reserve
Share
application
money
pending
allotment
Money
received
against
share
warrants
Total
Securities
premium
Share
based
payment
reserve
Retained
earnings
As at April 01, 2023
183.80
2,209.18
-
(2,857.36)
-
-
2.13
(462.25)
Issue of equity shares (refer note 17.6)
-
342.40
-
-
-
0*
-
342.40
Issue of cumulative convertible preference
shares (refer note 17.7)
12.20
315.92
-
-
-
-
-
328.12
Loss for the year
-
-
-
(499.57)
-
-
-
(499.57)
Re-measurement of defined benefit plan
(net of tax)
-
-
-
1.24
-
-
-
1.24
As at March 31, 2024
196.00
2,867.50
-
(3,355.69)
-
0*
2.13
(290.06)
Issue of equity shares (refer note 17.6)
-
962.58
-
-
-
-
-
962.58
Issue of cumulative convertible preference
shares (refer note 17.7)
0.10
2.77
-
-
-
(0)*
-
2.87
Conversion of CCPS into equity shares
(196.10)
-
-
-
-
-
-
(196.10)
Conversion of warrants into equity shares
(refer note 18.3)
-
159.38
-
-
-
-
(2.13)
157.25
Share based payment expense (refer note
18.4 and 41)
-
-
39.32
-
-
-
-
39.32
Expenses incurred for issue of equity shares
-
(0.49)
-
-
-
-
-
(0.49)
Net gain due to foreign currency translation
differences
-
-
3.68
-
-
3.68
Loss for the year
-
-
-
(631.79)
-
-
-
(631.79)
Re-measurement of defined benefit plan
(net of tax)
-
-
-
(0.35)
-
-
-
(0.35)
As at March 31, 2025
-
3,991.74
39.32
(3,987.83)
3.68
-
-
46.91
* amount less than five thousand are appearing as ‘0’.
See accompanying notes forming part of the Consolidated Financial Statements (1-47)
As per our report of even date
For Deloitte Haskins & Sells LLP
Chartered Accountants
(Firm Registration Number: 117366 W/W-100018)
For and on behalf of the Board of Directors of
Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
Sd/-
Nilesh H. Lahoti
Partner
Membership No: 130054
Place: Gurugram
Date: June 13, 2025
Sd/-
Neetish Sarda
Managing Director
DIN: 07262894
Place: Gurugram
Date: June 13, 2025
Sd/-
Harsh Binani
Wholetime Director
DIN: 07717396
Place: Gurugram
Date: June 13, 2025
Sd/-
Sahil Jain
Chief Financial Officer
Place: Gurugram
Date: June 13, 2025
Sd/-
Punam Dargar
Company Secretary (M. No.- A56987)
Place: Kolkata
Date: June 13, 2025
Smartworks Coworking Spaces Limited
219
Corporate Overview
Statutory Reports
Financial Statements
Smartworks Coworking Spaces Limited
218
Annual Report 2024-25
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
2.4. Use of estimates and judgement
The
preparation
of
Consolidated
Financial
Statements in conformity with Ind AS requires
the management to make judgments, estimates
and assumptions that affect the application of
accounting policies and the reported amounts
of assets, liabilities, income and expenses.
Actual results may differ from these estimates.
(refer note 3)
Estimates and underlying assumptions are reviewed
on a periodic basis. Revisions to accounting
estimates are recognized in the period in which
the estimates are revised and in any future periods
affected.
2.5 Revenue recognition
2.5.1. Operating revenue
Revenue from operations includes rental
income for the use of co-working space,
along with related ancillary services, software
fees and income from rendering of designing
services (design and fitout service).
Rental income
Revenue from leased out co-working spaces
under an operating leases is recognized on
a straight line basis over lease term, except
where there is an uncertainty of ultimate
collection.
The Group assesses the lease term based
on the customer portfolio to determine
whether it is reasonably certain that any
options to extend or terminate the contract
will be exercised. The Group has determined
the lease term as the non-cancellable term
or contract term based on the customer
portfolio.
After the lease term, rental revenue is
recognized as and when services are rendered
on a monthly basis as per the contractual
terms prescribed under agreement entered
with customers. Initial direct costs, such
as commissions, incurred by the Group in
negotiating and arranging a lease are deferred
and allocated to income over the lease term
for revenue, which has been presented as
'Prepayments' in Consolidated Balance Sheet.
Design and fitout service
Design and fitout service where the Group is
acting as a contractor, revenue is recognized in
accordance with the terms of the construction
agreements. Under such contracts, assets
created does not have an alternative use
and the Group has an enforceable right to
payment.
The Group uses cost based input method
for measuring progress for performance
obligation satisfied over time. Under this
method, the Group recognizes revenue in
proportion to the actual project cost incurred
as against the total estimated project cost.
The management reviews and revises its
measure of progress periodically and are
considered as change in estimates and
accordingly, the effect of such changes in
estimates is recognised prospectively in the
period in which such changes are determined.
However, when the total project cost is
estimated to exceed total revenues from the
project, the loss is recognized immediately.
As the outcome of the contracts cannot be
measured reliably during the early stages of
the project, contract revenue is recognized
only to the extent of costs incurred in the
Consolidated Statement of Profit and Loss.
Software Fees
Revenue from contracts with customers for
software fees is recognized when control
of services are transferred to the customer
at an amount that reflects the consideration
to which the Group expects to be entitled in
exchange for those services.
Ancillary services
Revenue from contracts with customers for
ancillary services (such as meeting room
charges, one-time setup costs, parking
charges, internet fees, electricity charges,
facility
management
services
etc.)
is
recognized when control of the goods or
services are transferred to the customer at
an amount that reflects the consideration to
which the Group expects to be entitled in
exchange for those goods or services.
Liabilities:
A liability is current when:
(i)
It is expected to be settled in normal operating
cycle
(ii)
It is held primarily for the purpose of trading
(iii)
It is due to be settled within twelve months
after the reporting period, or
(iv) There is no unconditional right to defer the
settlement of the liability for at least twelve
months after the reporting period.
All other liabilities are classified as non-current.
Deferred tax assets and liabilities, and all other
assets and liabilities which are not current (as
discussed in the above paragraphs) are classified
as non-current assets and liabilities."
Operating cycle:
All assets and liabilities have been classified as
current or non-current as per the Group’s operating
cycle and other criteria set out in the Schedule III
to the Companies Act, 2013. Based on the nature
of services and the time between the rendering
of service and their realization in cash and
cash equivalents, the Group has ascertained its
operating cycle as twelve months for the purpose
of current and non-current classification of assets
and liabilities.
Fair value measurement
Fair value is the price at the measurement date,
at which an asset can be sold or a liability can
be transferred, in an orderly transaction between
market participants. The Group’s accounting
policies require, measurement of certain financial
instruments at fair values (either on a recurring or
non-recurring basis).
The Group is required to classify the fair valuation
method of the financial assets and liabilities, either
measured or disclosed at fair value in the Financial
Information, using a three level fair-value-hierarchy
(which reflects the significance of inputs used in
the measurement). Accordingly, the Group uses
valuation techniques that are appropriate in the
circumstances and for which sufficient data is
available to measure fair value, maximising the use
of relevant observable inputs and minimising the
use of unobservable inputs.
Basis of consolidation
The Parent Company consolidates entities which
it controls. The Consolidated Financial Statement
comprise the Financial Information of the Parent
Company and its subsidiaries. Control exists when
the parent has power over the entity, is exposed, or
has rights to variable returns from its involvement
with the entity and has the ability to affect those
returns by using its power over the entity. Power
is demonstrated through existing rights that give
the ability to direct relevant activities, those which
significantly affect the entity’s returns. Subsidiaries
are consolidated from the date the control
commences until the date control ceases.
The Consolidated Financial Statements of the Group
Companies are consolidated on a line-by-line basis
and intra-Group balances and transactions including
unrealised gain / loss from such transactions are
eliminated upon consolidation. Accounting policies
of the respective individual subsidiary are aligned
wherever necessary to ensure consistency with
the accounting policies that are adopted by the
Group under Ind AS and other generally accepted
accounting principles.
2.2. Amendments to Ind AS
Ministry of Corporate Affairs (“MCA”) notifies new
standards or amendments to the existing standards
under Companies (Indian Accounting Standards)
Rules as issued from time to time. During the
year ended March 31, 2025, MCA has notified
amendment to Ind AS – 116 Leases applicable to
the Group w.e.f. September 9, 2024. The Group
has reviewed the amendment and based on its
evaluation has determined that it does not have
any significant impact on its Consolidated Financial
Statements.
2.3. Functional and presentation currency
The
Consolidated
Financial
Statements
are
presented in Indian rupees, which is the functional
currency of the Group and the currency of the
primary economic environment in which the Group
operates.
Smartworks Coworking Spaces Limited
Smartworks Coworking Spaces Limited
220
221
Corporate Overview
Statutory Reports
Financial Statements
Annual Report 2024-25
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
Leases in which the Group does not transfer
substantially all the risks and benefits
of ownership of the asset are classified
as operating leases. Assets subject to
operating leases are included in property,
plant and equipment and right of use assets.
Management recognised lease income on
an operating lease is recognized in the
Consolidated Statement of Profit and Loss on
a straight-line basis over the lease term on
reasonable basis.
2.7 Foreign currency transactions and balances
Transactions in currencies other than the Group’s
functional
currency
(foreign
currencies)
are
recognized at the rates of exchange prevailing at
the dates of the transactions. At the end of each
reporting period, monetary items denominated
in foreign currencies are retranslated at the rates
prevailing at that date. Non-monetary items that
are measured in terms of historical cost in a foreign
currency are not retranslated.
Exchange differences on monetary items are
recognized in Consolidated Statement of Profit and
Loss in the period in which they arise.
The assets and liabilities of foreign operations
are translated into Rupees at the exchange rates
prevailing at the reporting date whereas their
Statements of Profit and Loss are translated
into Rupees at daily average exchange rates
and the equity is recorded at the historical rate.
However, if exchange rates fluctuate significantly
during the period, the exchange rates at the
date of transactions are used. The resulting
exchange differences arising on the translation
are recognised in OCI and held in foreign currency
translation reserve (‘FCTR’), a component of
equity. On disposal of a foreign operation (that is,
disposal involving loss of control), the component
of OCI relating to that particular foreign operation is
reclassified to profit or loss.
2.8 Employee benefits
The Group's employee benefit mainly includes
salaries, bonuses, defined contribution absences
and defined benefit plans. The employee benefits
are recognised in the period in which the associated
services are rendered by the Group employees.
Short term employee benefits are recognised
in Consolidated Statement of Profit and Loss at
undiscounted amounts during the period in which
the related services are rendered.
2.8.1 Short-term benefits
Liabilities for salaries, including non-monetary
benefits (such as compensated absences)
that are expected to be settled wholly within
12 months after the end of the period in which
the employees render the related service are
recognized in respect of employees’ services
up to the end of the reporting period and are
measured at the amounts expected to be paid
when the liabilities are settled. The liabilities
are presented as current employee benefit
obligations in the Consolidated Balance
Sheet.
2.8.2 Long term benefits
Compensated absences
Compensated absences benefits comprises
of encashment and availment of leave
balances that were earned by the employees
over the period of past employment. The
Group provides for the liability towards
the said benefits on the basis of actuarial
valuation carried out as at the reporting date,
by an independent qualified actuary using the
projected-unit-credit method. The related
re-measurements are recognised in the
Consolidated Statement of Profit and Loss in
the period in which they arise.
2.8.3 Post-employment obligations
Defined benefit plans
The Group has defined benefit plan namely
gratuity. The said plan requires a lump-sum
payment to eligible employees (meeting
the required vesting service condition) at
retirement or termination of employment,
based on a pre-defined formula. The cost of
providing benefits is determined using the
projected unit credit method, with actuarial
valuations being carried out at the end of
each annual reporting period. Defined benefit
costs are categorised as follows:
•
service cost (including current service
cost, past service cost, as well as
gains and losses on curtailments and
settlements);
Revenues in excess of invoicing are classified
as unbilled revenue while invoicing and
collection in excess of revenue are classified
as deferred revenue. The Group presents
service revenue net of indirect taxes in its
Consolidated Statement of Profit and Loss.
2.5.2. Other income
Interest income from a financial asset is
recognized when it is probable that the
economic benefits will flow to the Group
and the amount of income can be measured
reliably. Interest income is accrued on a
time basis, by reference to the principal
outstanding and at the effective interest
rate applicable, which is the rate that exactly
discounts estimated future cash receipts
through the expected life of the financial
asset to that asset's net carrying amount on
initial recognition.
On disposal of an investment, the difference
between the carrying amount and the disposal
proceeds, net of expenses, is recognized
in the Consolidated Statement of Profit and
Loss.
2.6 Leases
2.6.1 Group as a lessee
At inception of a contract, the Group assesses
whether the contract is, or contains, a lease.
A contract is, or contains, a lease if the
contract conveys the right to control the use
of an identified asset for a period of time in
exchange for consideration.
At the date of commencement of the lease,
the Group recognizes a right-of-use asset
(“ROU”) and a corresponding lease liability for
all lease arrangements in which it is a lessee,
except for leases with a term of twelve
months or less (short-term leases) and low
value leases. For these short-term and low
value leases, the Group recognizes the lease
payments as an operating expense over the
term of the lease.
The
right-of-use
assets
are
initially
recognized at cost, which comprises the
initial amount of the lease liability adjusted for
any lease payments made at or prior to the
commencement date of the lease plus any
initial direct costs less any lease incentives.
They are subsequently measured at cost less
accumulated depreciation and impairment
losses. Depreciation is computed using the
straight-line method from the commencement
date to the end of the useful life of the
underlying asset or the end of the lease term,
whichever is shorter. If ownership of the
leased asset transfers to the Group at the
end of the lease term or the cost reflects the
exercise of a purchase option, depreciation is
calculated using the estimated useful life of
the asset.
The lease liability is initially measured at
amortized cost at the present value of the
future lease payments. The lease payments
are discounted using interest rate implicit
in the lease or, if not readily determinable,
using the Incremental borrowing rates that
commensurate with the lease term (refer
note 3.1.1). Subsequently, lease liabilities
are measured at amortized cost using the
effective interest method and remeasured to
reflect any reassessment of options or lease
modifications, or to reflect changes in lease
payments, with a corresponding adjustment to
the ROU asset or Statement of Profit and Loss
if the ROU asset has been reduced to zero.
Asset retirement obligation is determined
at the present value of expected costs to
settle the obligation using estimated cash
flows and are recognized as part of the cost
of the particular right-of-use asset on initial
recognition.
2.6.2 Group as a lessor
Leases
in
which
the
Group
transfers
substantially all the risks and benefits of
ownership of the asset are classified as finance
leases. Assets given under finance lease are
recognized as a receivable at an amount
equal to the net investment in the lease. After
initial recognition, the Group apportions lease
rentals between the principal repayment and
interest income so as to achieve a constant
periodic rate of return on the net investment
outstanding in respect of the finance lease.
The interest income is recognized in the
Consolidated Statement of Profit and Loss.
Smartworks Coworking Spaces Limited
Smartworks Coworking Spaces Limited
222
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Statutory Reports
Financial Statements
Annual Report 2024-25
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
2.10.2 Deferred tax
Deferred tax is recognized on temporary
differences between the carrying amounts
of assets and liabilities in the Consolidated
Financial Statements and their tax bases.
Deferred tax liabilities are recognized for
all taxable temporary differences. Deferred
tax assets are recognized for all deductible
temporary differences and incurred tax
losses to the extent that it is probable that
taxable profits will be available against which
those deductible temporary differences can
be utilised. Such deferred tax assets and
liabilities are not recognized if the temporary
difference arises from the initial recognition
of assets and liabilities in a transaction that
affects neither the taxable profit nor the
accounting profit.
The carrying amount of deferred tax assets
is reviewed at the end of each reporting year
and reduced to the extent that it is no longer
probable that sufficient taxable profits will be
available to allow all or part of the asset to be
recovered.
Deferred tax liabilities and assets are
measured at the tax rates that are expected
to apply in the period in which the liability is
settled or the asset realised, based on tax
rates (and tax laws) that have been enacted
or substantively enacted by the end of the
reporting year.
The measurement of deferred tax liabilities
and assets reflects the tax consequences
that would follow from the manner in which
the Group expects, at the end of the reporting
period, to recover or settle the carrying
amount of its assets and liabilities.
2.10.3 Current and deferred tax
Current and deferred tax are recognized in the
Consolidated Statement of Profit and Loss,
except when they relate to items that are
recognized in other comprehensive income or
directly in equity, in which case, the current
and deferred tax are also recognized in other
comprehensive income or directly in equity
respectively.
2.11 Property, plant and equipment ('PPE')
Property, plant and equipment is stated at cost,
net of accumulated depreciation and accumulated
impairment losses, if any.
Cost comprises of the purchase price including
freight and non-refundable taxes, and directly
attributable expenses incurred to bring the asset
to the location and condition necessary for it to be
capable of being operated in the manner intended
by management.
Borrowing costs that are directly attributable
to the acquisition or construction of qualifying
assets are capitalised as part of the cost of such
assets. A qualifying asset is one that necessarily
takes substantial period of time to get ready for its
intended use.
Cost incurred for expected fit-out period is
capitalised as part of leasehold improvement,
as this cost is attributable to bring the asset in
necessary condition for its intended use. (refer
note 3.1.2)
Subsequent costs are included in the asset's
carrying amount or recognised as a separate asset,
as appropriate, only when it is probable that future
economic benefits associated with the item will
flow to the Group and the cost of the item can be
measured reliably.
The carrying amount of any component accounted
for as a separate asset is derecognized when
replaced. The other repairs and maintenance are
charged to the Consolidated Statement of Profit
and Loss during the reporting period in which they
are incurred.
2.11.1 Depreciation method, estimated useful lives
and residual value
Depreciable amount for assets is the cost of
an asset, or other amount substituted for cost,
less its estimated residual value. Residual
value is estimated to be five percent of total
cost of asset, except for certain leasehold
improvement
and
electrical
equipment
classes of assets where it is estimated
to be nil.
•
net interest expense or income; and
•
remeasurement
The Group presents the first two components
of defined benefit costs in Consolidated
Statement of Profit and Loss. Curtailment
gains and losses are accounted for as past
service costs. Past service cost is recognized
in Consolidated Statement of Profit and
Loss in the period of a plan amendment.
Net interest is calculated by applying the
discount rate at the beginning of the period
to the net defined benefit liability or asset.
Re-measurement gains and losses arising
from experience adjustments and changes in
actuarial assumptions are recognized in the
period in which they occur, directly in other
comprehensive income. They are included
in retained earnings in the Consolidated
Statement of Changes in Equity and in the
Consolidated Balance Sheet.
Defined contribution plans
The Group has defined contribution plans
for post-employment benefit namely the
provident fund and employee state insurance
scheme. The Group’s contribution thereto is
charged to the Consolidated Statement of
Profit and Loss. The Group has no further
obligations under these plans beyond its
periodic contributions.
2.8.4 Share based payments
Employees
of
the
Group
receives
remuneration in the form of share-based
payments,
whereby
employees
render
services
as
consideration
for
equity
instruments.
The cost of equity-settled transactions is
determined by the fair value at the date
when the grant is made using Black Scholes
valuation model. The grant date fair value of
options granted to employees is recognised
as
employee
benefit
expense
with
a
corresponding increase in employee stock
options reserve, over the period in which
the eligibility conditions are fulfilled and the
employees unconditionally become entitled
to the awards. The cumulative expense
recognised for equity settled transactions
at each reporting date until the vesting date
reflects the extent to which the vesting period
has expired and the Group’s best estimate of
the number of equity instruments that will
ultimately vest.
The Consolidated Statement of Profit and
Loss for a period represents the movement
in cumulative expense recognised as at
the beginning and end of that period and is
recognised in employee benefits expense.
The dilutive effect of outstanding options is
reflected as additional share dilution in the
computation of diluted earnings per share.
2.9 Finance costs
Borrowing costs that are directly attributable
to the acquisition or construction of qualifying
assets are capitalised as part of the cost of such
assets. A qualifying asset is one that necessarily
takes substantial period of time to get ready for its
intended use.
Interest
income
earned
on
the
temporary
investment of specific borrowings pending their
expenditure on qualifying assets is deducted from
the borrowing costs eligible for capitalisation.
All other borrowing costs are charged to the
Consolidated Statement of Profit and Loss for the
period for which they are incurred.
2.10 Taxation
Income tax expense represents the sum of the
current tax and deferred tax.
2.10.1 Current tax
The current tax is based on taxable profit for
the period. Taxable profit differs from 'Profit
Before Tax' as reported in the Consolidated
Statement of Profit and Loss because of
items of income or expense that are taxable
or deductible in other years and items that
are never taxable or deductible. The Group's
current tax is calculated using tax rates
applicable for the respective year.
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NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
•
how the intangible asset will generate
probable future economic benefits;
•
the availability of adequate technical,
financial
and
other
resources
to
complete the development and to use
or sell the intangible asset; and
•
the ability to measure reliably the
expenditure attributable to the intangible
asset during its development.
The amount initially recognised for internally-
generated intangible assets is the sum of the
expenditure on direct salary incurred from the
date when the intangible asset first meets
the recognition criteria listed above. Where
no internally-generated intangible asset can
be recognised, development expenditure is
recognised in the Consolidated Statement
of Profit and Loss in the period in which it is
incurred.
2.12.3 Subsequent measurement
Subsequent costs are included in the asset’s
carrying amount, only when it is probable that
future economic benefits associated with the
cost incurred will flow to the Group and the
cost of the item can be measured reliably.
All other expenditure is recognized in the
Consolidated Statement of Profit and Loss.
2.12.4 Derecognition policy
An intangible asset is derecognised on
disposal, or when no future economic
benefits are expected from use or disposal.
Gains or losses arising from derecognition
of an intangible asset are measured as
the difference between the net disposal
proceeds and the carrying amount of the
asset, and are recognised in the Consolidated
Statement of Profit and Loss when the asset
is derecognised.
2.12.5 Amortisation method and periods
Intangible assets i.e. software are amortised
on a straight line basis over its estimated
useful life i.e. 3 years. The estimated useful
life and amortisation method are reviewed at
the end of each reporting year, with the effect
of any changes in estimate being accounted
for on a prospective basis.
2.13 Impairment of non-financial assets
At the end of each reporting year, the Group
reviews the carrying amounts of its impairment of
non-financial assets to determine whether there
is any indication that those assets have suffered
an impairment loss. If any such indication exists,
the recoverable amount of the asset is estimated
in order to determine the extent of the impairment
loss (if any). When it is not possible to estimate
the recoverable amount of an individual asset, the
Group estimates the recoverable amount of the cash
generating unit to which the asset belongs. When
a reasonable and consistent basis of allocation can
be identified, corporate assets are also allocated to
individual cash-generating units, or otherwise they
are allocated to the smallest cash-generating units
for which a reasonable and consistent allocation
basis can be identified.
Recoverable amount is the higher of fair value less
costs of disposal and value in use. In assessing
value in use, the estimated future cash flows are
discounted to their present value using a pre-
tax discount rate that reflects current market
assessments of the time value of money and the
risks specific to the asset for which the estimates
of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-
generating unit) is estimated to be less than its
carrying amount, the carrying amount of the
asset (or cash-generating unit) is reduced to
its recoverable amount. An impairment loss is
recognised
immediately
in
the
Consolidated
Statement of Profit and Loss.
When an impairment loss subsequently reverses,
the carrying amount of the asset (or a cash-
generating unit) is increased to the revised estimate
of its recoverable amount, but so that the increased
carrying amount does not exceed the carrying
amount that would have been determined had no
impairment loss been recognised for the asset (or
cash-generating unit) in prior years. A reversal of
an impairment loss is recognised immediately in the
Consolidated Statement of Profit and Loss.
Depreciation
on
property,
plant
and
equipment is computed using the straight-
line method over the estimated useful lives.
The management basis its past experience
and technical assessment has estimated
the useful lives, which is at variance with
the life prescribed in Part C of Schedule II
to the Act and has accordingly, depreciated
the assets over such useful lives. The Group
has established the estimated range of useful
lives for different categories of property, plant
and equipment as follows :
Categories
Useful life (in years)
Leasehold
improvement
Lease term or 10
years, whichever is
less
Electrical installations
and equipment
10
Plant and equipment
15
Furniture and fixtures
3-10
Vehicles
8-10
Computer and data
processing unit
3-6
Office equipment
3-10
The
useful
lives,
residual
values
and
depreciation method of PPE are reviewed,
and adjusted appropriately, at least as at
each financial year end so as to ensure that
the method and period of depreciation are
consistent with the expected pattern of
economic benefits from these assets. The
effect of any change in the estimated useful
lives, residual values and / or depreciation
method are accounted prospectively, and
accordingly the depreciation is calculated
over the PPE’s remaining revised useful life.
2.11.2 Derecognition
An item of property, plant and equipment
is derecognised upon disposal or when no
future economic benefits are expected to
arise from the continued use of the asset.
Any gain or loss arising on the disposal or
retirement of an item of plant and equipment
is determined as the difference between the
sales proceeds and the carrying amount of the
asset and is recognised in the Consolidated
Statement of Profit and Loss.
Gains and losses on disposal are determined
by comparing proceeds with carrying amount.
These are included in the Consolidated
Statement of Profit and Loss within other
gains / (losses).
2.11.3 Capital work in progress
Capital work in progress is stated at cost
less impairment losses. Such expenditure
includes the cost of materials and goods
purchased or acquired with the intention of
creating any capital asset and the project site
and cost incurred for expected fit-out period
which is attributed to the property, plant and
equipment.
2.12 Intangible assets
2.12.1 Initial measurement
Software (both purchased and internally
generated) which is not an integral part of
related hardware, is treated as intangible
asset and stated at cost on initial recognition
and subsequently measured at cost less
accumulated amortization and accumulated
impairment loss, if any.
2.12.2 Internally-generated intangible assets
Expenditure
on
research
activities
for
internally generated intangible assets is
recognised as an expense in the period in
which it is incurred.
An
internally-generated
intangible
asset
arising from development (or from the
development phase of an internal project) is
recognised if, and only if, all of the following
conditions have been demonstrated:
•
the technical feasibility of completing
the intangible asset so that it will be
available for use or sale;
•
the intention to complete the intangible
asset and use or sell it;
•
the ability to use or sell the intangible
asset;
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Statutory Reports
Financial Statements
Annual Report 2024-25
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
2.16.3 Impairment of financial assets
The Group assesses at each Balance Sheet
date whether a financial asset or a group of
financial assets is impaired. Ind AS 109 requires
expected credit losses to be measured through
a loss allowance. The Group recognises
lifetime expected losses for trade receivables
that do not constitute a financing transaction.
For other financial assets carried at amortised
cost the Group assesses, on a forward looking
basis, the expected credit losses associated
with such assets and recognises the same in
Consolidated Statement of Profit and Loss.
2.16.4 Cash and cash equivalents
For the purpose of presentation in the
Consolidated Statement of Cash Flows, cash
and cash equivalents includes cash on hand,
deposits held at call with financial institutions,
other short-term, highly liquid investments,
other than which are lien against borrowings,
with original maturities of three months or
less that are readily convertible to known
amounts of cash and which are subject to
an insignificant risk of changes in value, and
book overdrafts. Bank overdrafts are shown
within borrowings in current liabilities in the
Consolidated Balance Sheet.
2.16.5 Derecognition of financial assets
The Group derecognises financial assets in
accordance with the principles of Ind AS 109
which usually coincides receipt of payment or
write off of the financial asset.
2.17 Financial liabilities and equity instruments
2.17.1 Classification of debt or equity
Debt and equity instruments issued by a
Group entity are classified as either financial
liabilities or as equity in accordance with the
substance of the contractual arrangements
and the definitions of a financial liability and
an equity instrument.
2.17.2 Equity instruments
An equity instrument is any contract that
evidences a residual interest in the assets of
an entity after deducting all of its liabilities.
Equity instruments issued by a Group entity
are recognised at the proceeds received, net
of direct issue costs.
2.17.3 Financial liabilities
Classification : The Group classifies all
financial liabilities as subsequently measured
at amortised cost.
Initial recognition and measurement : All
financial liabilities are recognised initially
at fair value and, in the case of loans and
borrowings and payables, net of directly
attributable transaction costs.
Loans
and
borrowings
:
After
initial
recognition,
interest-bearing
loans
and
borrowings are subsequently measured at
amortised cost using the Effective Interest
Rate (EIR) method. Gains and losses are
recognised in the Consolidated Statement
of Profit and Loss when the liabilities are
derecognised. Amortised cost is calculated by
taking into account any discount or premium
on acquisition and transactions costs. The
EIR amortisation is included as finance costs
in the Consolidated Statement of Profit and
Loss.
2.17.4 Foreign exchange gains and losses
For financial liabilities that are denominated
in a foreign currency and are measured at
amortised cost at the end of each reporting
period, the foreign exchange gains and losses
are determined based on the amortised cost
of the instruments and are recognised in the
Consolidated Statement of Profit and Loss
account.
2.17.5 Derecognition of financial liabilities
The Group derecognises financial liabilities
when, and only when, the Group's obligations
are discharged, cancelled or have expired.
2.18 Earnings per share
Basic earnings per share is computed by dividing
the profit / (loss) attributable to the shareholders
of the Group by the weighted average number of
equity shares outstanding during the period.
Equity shares which are issuable upon the
satisfaction of certain conditions resulting from
contractual arrangements / shareholder agreement
are considered outstanding and included in the
computation of basic earnings per share from
2.14 Provisions and contingencies
Provisions are recognised when the Group has a
present obligation (legal or constructive) as a result
of a past event, it is probable that the Group will
be required to settle the obligation, and a reliable
estimate can be made of the amount of the
obligation.
The amount recognised as a provision is the best
estimate of the consideration required to settle the
present obligation at the end of the reporting period,
taking into account the risks and uncertainties
surrounding the obligation. When a provision is
measured using the cash flows estimated to settle
the present obligation, its carrying amount is the
present value of those cash flows (when the effect
of the time value of money is material).
Asset retirement obligations (ARO) are provided
for those operating lease arrangements where the
Group has a binding obligation at the end of the
lease period to restore the leased premises in a
condition similar to inception of lease.
Asset retirement obligation are provided at the
present value of expected costs to settle the
obligation using estimated cash flows and are
recognized as part of the cost of the particular
asset. The cash flows are discounted using
incremental borrowing rate that reflects the risks
specific to the site restoration obligation. The
unwinding of the discount is expensed as incurred
and recognized in the Consolidated Statement of
Profit and Loss as a finance cost. The estimated
future costs of decommissioning are reviewed
annually and adjusted as appropriate. Changes in
the estimated future costs or in the discount rate
applied are added to or deducted from the cost of
the asset.
Contingent liabilities are disclosed when there
is a possible obligation arising from past events,
the existence of which will be confirmed only by
the occurrence or non occurrence of one or more
uncertain future events not wholly within the control
of the Group or a present obligation that arises from
past events where it is either not probable that an
outflow of resources will be required to settle or a
reliable estimate of the amount cannot be made.
2.15 Financial instruments
Financial
assets
and
financial
liabilities
are
recognised when the Group becomes a party to the
contractual provisions of the instruments.
The Group determines the classification of its
financial instruments at initial recognition.
2.16 Financial assets
2.16.1 Initial recognition and measurement
At initial recognition, financial asset (except
trade receivables which do not contain
a
significant
financing
component
are
measured at transaction price) is measured
at its fair value plus, in the case of a financial
asset not at fair value through Profit and
Loss, transaction costs that are directly
attributable to the acquisition of the financial
asset. Transaction costs of financial assets
carried at fair value through Profit and Loss
are expensed in the Consolidated Statement
of Profit and Loss.
2.16.2 Subsequent measurement
All
recognised
financial
assets
are
subsequently measured in their entirety at
either amortised cost or fair value, depending
on the classification of the financial assets.
The Group classifies its financial assets in the
following measurement categories:
•
those to be measured subsequently
at fair value (either through other
comprehensive
income,
or
through
Profit and Loss), and
•
those measured at amortised cost.
The classification depends on the entity’s
business model for managing the financial
assets and the contractual terms of the cash
flows.
For assets measured at fair value, gains and
losses will either be recorded in Profit and Loss
or other comprehensive income. Investments
in debt mutual funds are measured at fair value
through Profit and Loss as per the business
model and contractual cash flow test.
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Statutory Reports
Financial Statements
Annual Report 2024-25
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
tax assets that can be recognised, based
upon the likely timing and the level of future
taxable profits, future tax planning strategies
and recent business performances and
developments (refer note 11).
3.2.2 Useful life of property, plant and equipment
As described at note 2.11.1 above, the Group
reviews the estimated useful lives of PPE
at the end of each reporting period. After
considering
market
conditions,
industry
practice,
technological
developments
and other factors, the Group determined
that the current useful lives of its PPE
remain appropriate. Uncertainties in these
estimate relate to technical and economic
obsolescence that may change the utility of
assets.
the date when all necessary conditions under the
contract have been satisfied as on the Balance
Sheet date.
Diluted earnings per share is computed by adjusting,
the profit/ (loss) for the period attributable to the
shareholders and the weighted average number of
shares considered for deriving basic earnings per
share, for the effects of all the shares that could
have been issued upon conversion of all dilutive
potential shares. The dilutive potential shares
are adjusted for the proceeds receivable had the
shares been actually issued at fair value. Further,
the dilutive potential shares are deemed converted
as at beginning of the period, unless issued at a
later date during the period.
3
KEY
SOURCES
OF
ESTIMATION
UNCERTAINTIES
AND
CRITICAL
JUDGEMENTS
In applying the Group’s accounting policies, which
are described in note 2 above, the directors are
required to make judgements (other than those
involving estimations) that have a significant impact
on the amounts recognized and to make estimates
and assumptions about the carrying amounts of
assets and liabilities that are not readily apparent
from other sources. The estimates and associated
assumptions are based on historical experience and
other factors that are considered to be relevant.
Actual results may differ from these estimates.
The estimates and underlying assumptions are
reviewed on an ongoing basis. Revisions to
accounting estimates are recognised in the period
in which the estimate is revised if the revision
affects only that period, or in the period of the
revision and future periods if the revision affects
both current and future periods.
3.1 Critical judgements in applying the Group’s
accounting policies
3.1.1 Lease term - Group as a Lessee
Ind AS 116 requires lessees to determine the
lease term as the non-cancellable period of a
lease adjusted with any option to extend or
terminate the lease, if the use of such option
is reasonably certain.
The Group makes an assessment on the
expected lease term on a lease-by-lease
basis and thereby assesses whether it is
reasonably certain that any options to extend
or terminate the contract will be exercised. In
evaluating the lease term, the Group considers
factors such as any significant leasehold
improvements undertaken over the lease
term, costs relating to the termination of the
lease and the importance of the underlying
asset to the Group's operations taking into
account the location of the underlying building
and the availability of suitable alternatives.
The Group has ascertained lease term as non-
cancellable term.
3.1.2 Capitalisation of fit out period
Cost (depreciation on right of use asset,
interest expense of lease liability, electricity
charges,
building
maintenance
charges,
housekeeping & security charges, project
and design related employee cost) for the
expected fit-out period is capitalised as
part of leasehold improvement, considering,
this cost is attributable to bring the asset in
necessary condition for its intended use. The
fit out period has been determined by the
management basis the historical experience
and the size and complexities involved for
development of property to make them
available for intended use.
3.1.3 Incremental borrowing rate
The initial recognition of lease liabilities at
present value requires the identification of
an appropriate discount rate. The Group
has determined the incremental borrowing
rate based on considerations specific to the
leases by taking consideration of the risk
free borrowing rates as adjusted for country
/ group specific risk premiums (basis the
readily available data points). The Group is
considering fixed deposit rates as appropriate
discount rates to get fair value of financials
assets.
3.2 Key sources of estimation uncertainty
3.2.1 Taxes
Deferred tax assets are recognised for the
unused tax losses for which there is probability
of utilisation against the future taxable
profit. Significant management judgement is
required to determine the amount of deferred
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Statutory Reports
Financial Statements
Annual Report 2024-25
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
5. RIGHT-OF-USE ASSETS
Particulars
Building
Equipment/
furniture and
fixtures
Total
As at April 01, 2023
28,807.45
139.65
28,947.10
Additions during the year
4,339.02
-
4,339.02
Adjustments during the year
(4,859.13)
15.14
(4,843.99)
Disposal during the year
(316.77)
-
(316.77)
Depreciation - capitalisation of fit out period
(536.62)
-
(536.62)
Depreciation for the year
(3,166.64)
(19.50)
(3,186.14)
As at March 31, 2024
24,267.31
135.29
24,402.60
Additions during the year
7,757.83
3.47
7,761.30
Adjustments during the year
(627.65)
(119.09)
(746.74)
Disposal during the year
(1.28)
-
(1.28)
Exchange difference
8.10
0.01
8.11
Depreciation - capitalisation of fit out period
(615.30)
-
(615.30)
Depreciation for the year
(4,509.57)
(17.26)
(4,526.83)
As at March 31, 2025
26,279.44
2.42
26,281.86
5.1. Building include property taken from landlords for developing co-working spaces along with guest houses and
related fit-out cost.
5.2. Equipment majorly comprises of UPS and electronic/electrical equipment taken on lease.
5.3. The Group periodically reassesses the lease term for its lease arrangements. Lease reassessment involves
re-evaluating any options to extend or terminate the lease considering factors such as the importance of the
underlying asset to the Group's operations taking into account the location and size of the underlying building and
the availability of suitable alternatives. During the year ended March 31, 2024, the Group has reassessed lease
term for certain properties to non-cancellable period. Pursuant to this, lease liabilities are remeasured to reflect
change in lease term with a corresponding adjustment to the ROU asset or Consolidated Statement of Profit and
Loss, if the ROU asset has been reduced to zero.
5.4. Amounts recognised in Consolidated Statement of Profit and Loss
Particulars
For the year ended
March 31, 2025
For the year ended
March 31, 2024
Expenses relating to short-term leases
300.47
95.02
Expenses relating to leases of low-value assets, excluding short-
term leases of low-value assets
13.89
21.34
5.5. Total cash flow for leases
Particulars
For the year ended
March 31, 2025
For the year ended
March 31, 2024
Cash outflow included in financing activity for repayment of
principal during the year*
4,059.83
3,038.23
Cash outflow included in financing activity for repayment of
interest during the year
2,790.52
2,498.10
Total cash outflow for lease payment
6,850.35
5,536.33
*Cash outflow for repayment of principal during the year includes payment of ` 78.64 million (March 31, 2024 - ` 38.92 million)
in relation to initial direct cost for acquiring right of use assets.
4. PROPERTY, PLANT AND EQUIPMENT
Particulars
Leasehold
improvement
Electrical
installations/
equipment
Plant and
equipment
Furniture
and
fixtures
Vehicles
Computers and
data processing
units
Office
equipment
Total
Gross carrying value
As at April 01, 2023
4,855.57
911.49
900.70
3,146.12
21.21
373.27
148.04 10,356.40
Additions
1,333.80
257.17
288.25
910.49
13.39
94.08
40.01
2,937.19
Disposals/adjustments
(146.98)
(2.08)
(6.90)
(112.60)
-
(8.30)
(29.82)
(306.68)
As at March 31, 2024
6,042.39
1,166.58
1,182.05
3,944.01
34.60
459.05
158.23 12,986.91
Additions
971.73
386.16
506.30
1,488.25
2.09
131.30
68.42
3,554.25
Exchange Difference
-
0.33
0.02
4.96
-
0.03
0.05
5.39
Disposals/adjustments
(18.20)
(4.26)
(0.74)
(23.17)
-
(8.87)
(1.22)
(56.46)
As at March 31, 2025
6,995.92
1,548.81
1,687.63
5,414.05
36.69
581.51
225.48 16,490.09
Accumulated depreciation
As at April 01, 2023
963.01
172.70
115.13
610.52
3.61
146.64
51.91
2,063.52
Depreciation
860.74
103.99
70.35
394.63
3.07
63.06
25.28
1,521.32
Disposals/adjustments
(159.93)
(0.59)
(3.61)
(47.54)
-
(6.47)
(18.40)
(236.54)
As at March 31, 2024
1,663.82
276.10
181.87
957.61
6.68
203.23
58.99
3,348.30
Depreciation
956.39
131.76
94.04
523.95
4.23
62.45
28.91
1,801.73
Exchange Difference
-
0.01
-
0.17
-
0.18
Disposals/adjustments
(18.20)
(2.56)
(0.72)
(10.91)
-
(6.84)
(0.81)
(40.04)
As at March 31, 2025
2,602.01
405.31
275.19
1,470.82
10.91
258.84
87.09
5,110.17
Net carrying value
As at March 31, 2024
4,378.57
890.48
1,000.18
2,986.40
27.92
255.82
99.25
9,638.61
As at March 31, 2025
4,393.91
1,143.50
1,412.44
3,943.23
25.78
322.67
138.40 11,379.92
Note:
4.1. Refer note 19.1 for hypothecation / lien.
4.2. Refer note 32 of contractual commitment for acquisition of property, plant and equipment.
4.3. Property, plant and equipment are provided for coworking spaces to customers on lease except for vehicles and certain other assets.
4.4. The Group has capitalised borrowing cost of ` 12.08 million and ` 26.87 million during the year ended March 31, 2025 and year ended March 31, 2024 respectively.
The rate used to determine the amount of borrowing costs eligible for capitalisation is 10.30% (general borrowings) and 13.75% (general borrowings) for the year
ended March 31, 2025 and year ended March 31, 2024, respectively.
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NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
Particulars
Software
Accumulated amortisation
As at April 1, 2023
8.86
Amortisation
19.74
Disposals
-
As at March 31, 2024
28.60
Amortisation
31.42
Disposals
-
As at March 31, 2025
60.02
Net carrying value
As at March 31, 2024
75.56
As at March 31, 2025
141.88
Note:
7.1: Software includes accounting, business and administrative software.
8. INTANGIBLE ASSETS UNDER DEVELOPMENT
Particulars
As at
March 31, 2025
As at
March 31, 2024
Opening balance
85.55
102.63
Additions during the year
43.31
73.40
Capitalised during the year
(96.03)
(90.48)
Closing balance
32.83
85.55
Note.
8.1 Intangible assets under development ageing schedule
As at March 31, 2025
Particulars
Amount in intangible assets under development for a
period of
Total
Less than 1
year
1-2 years
2-3 years
More than 3
years
Projects in progress
32.83
-
-
-
32.83
As at March 31, 2024
Particulars
Amount in intangible assets under development for a
period of
Total
Less than 1
year
1-2 years
2-3 years
More than 3
years
Projects in progress
73.40
12.15
-
-
85.55
8.2 Intangible assets under development completion schedule
For Intangible assets under development, there are no projects whose completion is overdue or has exceeded its cost
compared to its original plan as of March 31, 2025 and March 31, 2024.
5.6. The following table sets out a maturity analysis of lease payments, showing the undiscounted lease payments
to be paid after the reporting date
Maturity analysis:
Particulars
As at
March 31, 2025
As at
March 31, 2024
Not later than one year
8,161.20
6,293.39
Later than one year but not later than five years
27,852.12
23,473.58
Later than five years
7,068.34
11,168.73
Total
43,081.66
40,935.70
6.
CAPITAL WORK-IN-PROGRESS
Capital work-in-progress ageing schedule
As at March 31, 2025
Particulars
Amount of capital work-in-progress for a period of
Total
Less than 1
year
1-2 years
2-3 years
More than 3
years
Projects in progress
1,353.10
1.70
-
-
1,354.80
As at March 31, 2024
Particulars
Amount of capital work-in-progress for a period of
Total
Less than 1
year
1-2 years
2-3 years
More than 3
years
Projects in progress
633.09
-
-
-
633.09
Notes:
6.1. For capital-work-in-progress, there are no projects whose completion is overdue or has exceeded its cost
compared to its original plan as of March 31, 2025 and March 31, 2024.
6.2. The Group has capitalised borrowing cost of ` 7.35 million and ` 3.54 million during year ended March 31, 2025
and during the year ended March 31, 2024, respectively. The rate used to determine the amount of borrowing
costs eligible for capitalisation is 10.30% (general borrowings) and 13.75% (general borrowings) for the year
ended March 31, 2025 and year ended March 31, 2024, respectively.
7.
INTANGIBLE ASSETS
Particulars
Software
Gross carrying value
As at April 1, 2023
13.22
Additions
90.94
Disposals
-
As at March 31, 2024
104.16
Additions
97.74
Disposals
-
As at March 31, 2025
201.90
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NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
10.3. It includes cash collateral, in relation to borrowings, amounting to ` 7.5 million (March 31, 2024 - ` 7.5 million).
10.4. The Parent Company has incurred share issue expenses in connection with the proposed Initial Public Offering
(IPO) of equity shares. In accordance with the Offer Agreement entered between the Parent Company and
the selling shareholders, the selling shareholders shall reimburse the share issue expenses in proportion to
the respective shares offered for sale. Accordingly, the Parent Company will recover the expenses incurred
amounting to ` 31.93 million in connection with the issue on completion of IPO.
10.5. It includes deposits against lien/bank guarantee of ` 104.41 million (March 31, 2024 - ` 177.49 million).
10.6. Refer note 35 for unbilled revenue from related parties.
11. INCOME TAX
The major components of income tax expense / (credit) are:
Particulars
For the year ended
March 31, 2025
For the year ended
March 31, 2024
Current income tax
- For the year
0.96
-
Deferred tax
- Origination and reversal of temporary difference
(163.76)
(176.65)
Income tax expense / (credit)
(162.80)
(176.65)
The reconciliation between the amount computed by applying the statutory income rates to the profit before tax
and income tax expense is summarised below:
Particulars
For the year ended
March 31, 2025
For the year ended
March 31, 2024
Loss before tax
(794.59)
(676.22)
Enacted tax rates in India
25.17%
26.00%
Tax expense / (credit)
(200.00)
(175.82)
Effect of:
Expense not deductible (net)
0.49
(0.83)
Additional tax expense (deferred tax expense) due to change in tax rate
37.43
-
Difference in tax rate applicable to group companies
(0.72)
-
Income tax expense / (credit)
(162.80)
(176.65)
9.
INVESTMENTS
Particulars
As at
March 31, 2025
As at
March 31, 2024
Non-current
At fair value through profit and loss (FVTPL)
In mutual funds (Quoted) (refer note 9.1)
93.23
112.78
In equity shares of other companies (Unquoted)
16.40
-
Total
109.63
112.78
Aggregate carrying amount of quoted investments
93.23
112.78
Aggregate market value of quoted investments
93.23
112.78
Note:
9.1. Liened as security for borrowings. (refer note 19.1)
10. OTHER FINANCIAL ASSETS
Particulars
As at
March 31, 2025
As at
March 31, 2024
Non-current
Security deposits (refer note 10.1)
2,235.14
1,424.30
Bank deposits with more than 12 months maturity (refer note 10.2)
55.00
136.69
Total
2,290.14
1,560.99
Current
Security deposits (refer note 10.3)
184.36
422.57
Expenses recoverable from shareholders (refer note 10.4)
31.93
-
Interest accrued on bank deposits
35.75
37.19
Bank deposits with remaining maturity of less than 12 months (refer
note 10.5)
104.41
177.49
Unbilled revenue
58.82
26.85
Other receivable
8.82
0.14
424.09
664.24
GST recoverable from customer
4.62
4.62
Allowance for recoverable
(4.62)
(4.62)
-
-
Total
424.09
664.24
Note:
10.1. It includes cash collateral, in relation to borrowings, amounting to ` Nil (March 31, 2024 - ` 7.5 million).
10.2. It includes deposits against lien/bank guarantee of ` 55.00 million (March 31, 2024 - ` 136.69 million).
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NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
Particulars
Opening
balance
Recognised in
the Consolidated
Statement of
Profit and loss
Recognised
in Other
Comprehensive
Income
Closing
balance
Expenses allowed on payment basis
3.57
(3.57)
-
-
Financial instruments
-
5.59
-
5.59
Right of use asset and lease liabilities
714.78
98.71
-
813.49
1,107.78
196.98
(0.49)
1,304.27
Deferred tax liability
Financial instruments measured at
amortised cost
5.77
(5.77)
-
-
Revenue equalisation reserve
106.06
26.10
-
132.16
111.83
20.33
-
132.16
Deferred tax asset (net)
995.95
176.65
(0.49)
1,172.11
In line with accounting policy of the Group, deferred tax assets are recognised to the extent that it is probable that
taxable profit will be available against which the deductible temporary differences and carry forward tax losses can
be utilised and deferred tax asset (net) has been recognised only to the extent of reasonable certainty of available tax
profits in future. The Group has considered committed revenues and letter of intents from customers up to the date of
signing of financial statements and maintaining/increasing an overall occupancy for future periods based on historical
trends in making its projected future taxable profits for the purpose of evaluating recognition of deferred tax.
12. INCOME TAX ASSETS (NET)
Particulars
As at
March 31, 2025
As at
March 31, 2024
Non-current
Advance income tax (net of current tax provision- Nil (March 31,
2024: Nil))
127.06
406.23
Total
127.06
406.23
13. OTHER ASSETS
Particulars
As at
March 31, 2025
As at
March 31, 2024
Non-current
Prepayments (refer note 13.1 below)
449.95
330.25
Revenue equalisation reserve (refer note 13.3 below)
380.58
286.59
Balance with government authorities
10.93
31.53
Capital advances (net of allowance ` 27.83 million (March 31, 2024 -
` 8.86 million))
60.40
83.36
Total
901.86
731.73
The analysis of deferred tax assets / liabilities is as follows:
Particulars
Opening
balance
Recognised in
the Consolidated
Statement of
Profit and loss
Recognised
in Other
Comprehensive
Income
Closing
balance
As at March 31, 2025
Deferred tax asset
Allowance for impairment of financial
assets
3.73
(0.39)
-
3.34
Expenses allowed on payment basis
-
13.59
-
13.59
Carry forward tax losses
399.81
(141.52)
-
258.29
Provision for employee benefits
9.95
2.15
0.12
12.22
Property, plant and equipment and
intangible assets
62.18
(40.38)
-
21.80
Provisions for asset retirement obligations
6.22
2.62
-
8.84
Provisions for contingencies and allowance
for capital advances and advances to
suppliers
3.30
5.80
-
9.10
Financial instruments
5.59
(3.53)
-
2.06
Right of use asset and lease liabilities
813.49
339.09
-
1,152.58
1,304.27
177.43
0.12
1,481.82
Deferred tax liability
Revenue equalisation reserve
132.16
13.67
-
145.83
132.16
13.67
-
145.83
Deferred tax asset (net)
1,172.11
163.76
0.12
1,335.99
Particulars
Opening
balance
Recognised in
the Consolidated
Statement of
Profit and loss
Recognised
in Other
Comprehensive
Income
Closing
balance
As at March 31, 2024
Deferred tax asset
Allowance for impairment of financial
assets
2.87
0.86
-
3.73
Carry forward tax losses
358.39
41.42
-
399.81
Provision for employee benefits
8.34
2.10
(0.49)
9.95
Property, plant and equipment and
intangible assets
12.84
49.34
-
62.18
Provisions for asset retirement obligations
5.09
1.13
-
6.22
Provisions for contingencies and allowance
for capital advances and advances to
suppliers
1.90
1.40
-
3.30
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Annual Report 2024-25
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
14. TRADE RECEIVABLES
Particulars
As at
March 31, 2025
As at
March 31, 2024
Current
Considered good, secured (refer note 14.2)
189.14
134.44
Considered good, unsecured
66.17
6.48
Credit impaired
10.83
11.93
266.14
152.85
Less: Allowance for doubtful receivables
(10.83)
(11.93)
Total
255.31
140.92
Notes:
14.1 As per agreements, the average credit period is 7 days.
14.2 The customers pays security deposits which can be used for any non-payments during the contract period.
Trade receivables are secured with the corresponding deposits received from customers.
14.3 Refer note 35 for trade receivables from related parties.
14.4 Refer note 19.1 for trade receivables pledged as security against borrowings.
The movement of allowances of doubtful receivables is as follows:
Particulars
For the year ended
March 31, 2025
For the year ended
March 31, 2024
Opening balance
11.93
6.41
Additions
2.20
7.73
Write off (net of recovery)
(3.30)
(2.21)
Closing balance
10.83
11.93
Trade receivables ageing
As at March 31, 2025
Particulars
Not due
Outstanding for following periods from due date of
payment
Total
Less than
6 months
6 months
-1 year
1-2 years 2-3 years More than
3 years
(i)
Undisputed trade receivables -
considered good
43.17
170.11
19.10
1.58
1.97
1.58
237.51
(ii) Undisputed trade receivables -
credit impaired
0.05
0.37
2.88
3.28
0.81
0.18
7.57
(iii) Disputed trade receivables -
considered good
-
-
-
3.39
-
14.41
17.80
(iv) Disputed trade receivables -
credit impaired
-
0.18
0.33
2.19
-
0.56
3.26
Less: Allowances for doubtful
receivables
(10.83)
Total trade receivables
255.31
Particulars
As at
March 31, 2025
As at
March 31, 2024
Current
Balance with government authorities
587.42
667.77
Prepayments (refer note 13.1 below)
280.22
375.78
Revenue equalisation reserve (refer note 13.3 below)
198.80
221.71
Advance to suppliers (net of allowance ` 4.51 million (March 31,
2024 - ` 2.86 million))
25.47
50.91
Others (refer note 13.2 below)
91.96
6.50
1,183.87
1,322.67
Note:
13.1. Prepayment includes the initial direct cost for obtaining lessee for operating lease. The movement of such initial
direct cost is as follows:
Particulars
For the year ended
March 31, 2025
For the year ended
March 31, 2024
Opening balance
661.09
559.75
Additions
438.27
449.93
Amortisation
(407.31)
(348.59)
Closing balance
692.05
661.09
13.2. Includes IPO expense of ` 84.07 million (March 31, 2024: Nil) which will be adjusted with securities premium at
the time of issue of shares in accordance with requirement of Section 52 of the Companies Act, 2013.
13.3. Operating lease arrangements (as a lessor)
Operating leases, in which the Group is the lessor, relate to co-working space given by the Group on lease with
lease term (i.e. non cancellable term or contract term, based on the customer portfolio).
The Group enters into arrangements with customers for providing co-working spaces wherein the right to use
the assets is given. However, as the title to the assets and the significant risks associated with the operation
and maintenance of these assets remains with the Group, such arrangements are recognised as operating lease.
Revenue from leased out co-working space under an operating lease is recognized on a straight line basis over
lease term.
Maturity analysis of operating lease receipts:
The following table sets out a maturity analysis of lease receipts, showing the undiscounted lease receipts to be
received after the reporting date:
Particulars
As at
March 31, 2025
As at
March 31, 2024
-Year 1
-Year 2
9,094.86
8,201.05
-Year 3
5,898.91
4,864.52
-Year 4
3,555.87
1,965.11
-Year 5 and onwards
2,297.97
543.00
1,001.02
131.04
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NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
16. OTHER BANK BALANCES
Particulars
As at
March 31, 2025
As at
March 31, 2024
Bank deposits with original maturity more than 3 months (refer note 16.1)
192.59
136.16
Total
192.59
136.16
Note:
16.1 It includes deposits against lien/bank guarantee of ` 192.59 million (March 31, 2024 - ` 136.16 million).
17. SHARE CAPITAL
Particulars
As at March 31, 2025
As at March 31, 2024
Number of
shares ('000')
(₹ in millions)
Number of
shares ('000')
(₹ in millions)
Authorised
Share capital
Equity shares of ` 10 each with voting rights
120,000
1,200.00
100,000
1,000.00
Preference shares of ` 10 each with voting
rights
20,000
200.00
20,000
200.00
Total
140,000
1,400.00
120,000
1,200.00
Issued, subscribed and fully paid-up
Equity share capital
Equity shares of ` 10 each with voting rights
103,190
1,031.90
79,013
790.13
Total
103,190
1,031.90
79,013
790.13
Notes:
17.1. Reconciliation of the number of shares outstanding at the beginning and at the end of the reporting year:
Particulars
As at March 31, 2025
As at March 31, 2024
Number of
shares ('000')
(₹ in millions)
Number of
shares ('000')
(₹ in millions)
Equity shares with voting rights
At the beginning of the year
79,013
790.13
77,691
776.91
Shares issued under private placement
(refer note 17.6)
3,717
37.17
1,322
13.22
Conversion of CCPS into equity shares
(refer note 18.2)
19,610
196.10
-
-
Conversion of warrants into equity
shares (refer note 18.3)
850
8.50
-
-
Outstanding at the end of the year
103,190
1,031.90
79,013
790.13
As at March 31, 2024
Particulars
Not due
Outstanding for following periods from due date of
payment
Total
Less than
6 months
6 months
-1 year
1-2 years 2-3 years More than
3 years
(i)
Undisputed trade receivables -
considered good
5.83
85.62
2.84
9.13
1.07
0.52
105.01
(ii) Undisputed trade receivables -
credit impaired
0.01
3.61
2.93
0.81
0.19
0.15
7.70
(iii) Disputed trade receivables -
considered good
-
3.36
3.13
0.50
28.91
0.01
35.91
(iv) Disputed trade receivables -
credit impaired
-
0.96
1.24
0.56
0.17
1.30
4.23
Less: Allowances for doubtful
receivables
(11.93)
Total trade receivables
140.92
15. CASH AND CASH EQUIVALENTS
For the purpose of Consolidated Statement of Cash Flows, cash and cash equivalents includes cash on hand and
balance with banks in current accounts and deposits.
Particulars
As at
March 31, 2025
As at
March 31, 2024
Balance with banks:
- in current accounts
358.69
340.09
- in escrow account (refer note 15.1)
67.41
47.48
- in fixed deposits (with original maturity of 3 months or less)
70.19
-
Wallet balances
0.38
-
Cash on hand
0.04
0.03
Total
496.71
387.60
Notes:
15.1. Restricted cash in escrow account
The balances primarily include restricted bank balances, received from specified customers, for repayments of
monthly instalments of specified bank loans (refer note 19.1).
15.2. For the purpose of Consolidated Statement of Cash Flows, Cash and cash equivalents comprise of following:
Particulars
As at
March 31, 2025
As at
March 31, 2024
Cash and cash equivalents as per Consolidated Balance Sheet
496.71
387.60
Bank overdraft
(386.14)
(424.35)
Total
110.57
(36.75)
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NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
Sl.
No
Particulars
Number of shares
('000')
‘% holding
(Post dilution)
% change during
the year
1
NS Niketan LLP, India
42,805
41.482%
(2.525%)
2
SNS Infrarealty LLP, India
24,423
23.667%
(4.067%)
3
Neetish Sarda, India
3
0.003%
(0.000%)
4
Saumya Binani, India
3
0.003%
(0.000%)
Shares held by promoters as at March 31, 2024
Sl.
No
Particulars
Number of shares
('000')
% holding
(Pre dilution)
% change during
the year
1
NS Niketan LLP, India
43,770
55.396%
(0.338%)
2
SNS Infrarealty LLP, India
27,585
34.912%
(0.594%)
3
Neetish Sarda, India
3
0.004%
(0.000%)
4
Saumya Binani, India
3
0.004%
0.000%
Sl.
No
Particulars
Number of shares
('000')
‘% holding
(Post dilution)
% change during
the year
1
NS Niketan LLP, India
43,770
44.007%
(0.669%)
2
SNS Infrarealty LLP, India
27,585
27.734%
(0.727%)
3
Neetish Sarda, India
3
0.003%
(0.000%)
4
Saumya Binani, India
3
0.003%
(0.000%)
17.4.1 Shareholding as on March 31,2024 and thereafter, is based on list of promoters identified/classified pursuant
to board resolution dated March 26, 2024. Promoter here means Promoter defined under Companies Act, 2013.
17.5. During the year ended March 31, 2025, the Shareholders of the Parent Company increased the authorised share
capital of the Parent Company to ` 1,400.00 million divided into 120,000,000 equity shares of ` 10/- each and
20,000,000 preference shares of ` 10/- each.
17.6 During the year ended March 31, 2025, the Parent Company has allotted 3,716,551 (March 31, 2024: 1,322,000)
equity shares under private placement on preferential basis having face value ` 10 each equity share, issued at
a price of ` 269 per equity share (including share premium of ` 259/- each equity share) (March 31, 2024: ` 269
per equity share (including share premium of ` 259/- each equity share)), ranking pari passu with existing equity
shares.
17.7 During the year ended March 31, 2025, the Parent Company has allotted 10,707 (March 31, 2024: 1,219,776)
cumulative convertible preference shares having face value ` 10 each, issued at a price of ` 269 per cumulative
convertible preference shares (including share premium of ` 259/- each cumulative convertible preference
shares) (March 31, 2024: ` 269 per cumulative convertible preference shares (including share premium of ` 259/-
each cumulative convertible preference shares)).
17.8. During the year ended March 31, 2025, the Parent Company has converted 19,610,398 CCPS of face value of
` 10 each held by Space Solutions India Pte. Limited (formerly known as Lisbrine PTE. LTD.) (SSIPL) into 19,610,398
equity shares of face value of ` 10 each as per the terms and conditions stated in articles of association and the
Shareholder's agreement.
17.2. Details of equity shares held by each shareholder holding more than 5% shares:
Pre dilution
Particulars
As at March 31, 2025
As at March 31, 2024
Number of
shares ('000')
% holding
(Pre dilution)
Number of
shares ('000')
% holding
(Pre dilution)
Equity shares with voting rights
NS Niketan LLP, India
42,805
41.482%
43,770
55.396%
SNS Infrarealty LLP, India
24,423
23.668%
27,585
34.912%
Space Solutions India Pte Ltd. (formerly
known as Lisbrine Pte. Ltd.)
19,610
19.004%
-
0.000%
Mahima Stocks Private Limited, India
4,269
4.137%
4,269
5.402%
Post dilution
Particulars
As at March 31, 2025
As at March 31, 2024
Number of
shares ('000')
% holding
(Post dilution)
Number of
shares ('000')
% holding
(Post dilution)
Equity shares with voting rights
NS Niketan LLP, India
42,805
41.482%
43,770
44.007%
SNS Infrarealty LLP, India
24,423
23.668%
27,585
27.734%
Space Solutions India Pte Ltd. (formerly
known as Lisbrine Pte. Ltd.)
19,610
19.004%
-
0.000%
Mahima Stocks Private Limited, India
4,269
4.137%
4,269
4.292%
Cumulative convertible preference
shares with voting rights
Space Solutions India Pte Ltd. (formerly
known as Lisbrine Pte. Ltd.)
-
-
19,600
19.706%
17.3. Rights attached to equity shares:
The Parent Company has only one class of equity shares having face value of ` 10 each. The holder of the
equity share is entitled to dividend right and voting right in the same proportion as the capital paid-up on such
equity share bears to the total paid-up equity share capital of the Parent Company. In the event of liquidation of
the Parent Company, the holders of equity shares will be entitled to receive the remaining assets of the Parent
Company, after distribution of all preferential amounts, in proportion to the number of equity shares held by the
shareholders.
17.4. Shareholding of promoters
Shares held by promoters as at March 31, 2025
Sl.
No
Particulars
Number of shares
('000')
% holding
(Pre dilution)
% change during
the year
1
NS Niketan LLP, India
42,805
41.482%
(13.914%)
2
SNS Infrarealty LLP, India
24,423
23.667%
(11.245%)
3
Neetish Sarda, India
3
0.003%
(0.001%)
4
Saumya Binani, India
3
0.003%
(0.001%)
Smartworks Coworking Spaces Limited
Smartworks Coworking Spaces Limited
244
245
Corporate Overview
Statutory Reports
Financial Statements
Annual Report 2024-25
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
4.
Each cumulative convertible preference share, subject to conversion, shall be converted into such number of
fully paid ordinary shares as is determined by dividing the initial subscription price per share (as appropriately
adjusted for any subdivisions, consolidations, share dividends or similar recapitalisations) by the then
applicable conversion price per cumulative convertible preference share and no additional consideration
shall be payable upon such conversion.
5.
As these cumulative convertible preference shares are perpetual in nature and ranked senior only to
the equity share capital of the Parent Company and the Parent Company does not have any redemption
obligation i.e. these instruments have to be converted into equity share of the Parent Company, thus these
shares are considered as equity instruments.
18.2.2 On March 30, 2024, and April 18, 2024, the Parent Company issued an additional 1,219,776 and 10,707 Class A
cumulative convertible preference shares, respectively, each with a face value of ` 10. These issuances are in
accordance with the investment agreement with Space Solutions India Pte Ltd (formerly known as Lisbrine PTE.
LTD.) dated March 27, 2024. Preference shareholder is entitled to receive dividend subject to recommendation
of Board of Directors and approval of equity shareholders. These CCPS carry one vote per share in terms of the
agreement.
Terms of issue of this cumulative convertible preference shares are :-
1.
The Parent Company shall not declare or pay any dividends to holders of Ordinary Shares until all the Class
A Convertible Preference Shares held by the Investor have been converted to Ordinary Shares of the Parent
Company.
2.
In the event a Qualifying IPO is not effected within twenty four (24) months from the date of execution
of the Agreement, Space Solutions India Pte Ltd (Formerly known as Lisbrine PTE. LTD.) shall be entitled
to receive a cumulative fixed preferential dividend (“Preferential Dividend”) per annum for each Class A
Convertible Preference Share held by Space Solutions India Pte Ltd (Formerly known as Lisbrine PTE. LTD.)
based on the Initial Subscription Price Per Share equal or equivalent to 5.00% of the Initial Subscription
Price Per Share on the second (2nd) anniversary from the date of the Agreement for every six (6) months
since the execution of the Agreement and for every six (6) months thereafter until conversion of the Class A
Convertible Preference Shares to Ordinary Shares in the Parent Company, (as appropriately adjusted for any
subdivisions, consolidations, share dividends or similar recapitalisations).
3.
Any Preferential Dividend (if any) shall be computed based on the Initial Subscription Price Per Share that
is, in aggregate, equivalent to (and computed based on) INR equivalent to US$4Mn to be converted INR
exchange rate of the receiving bank as at the time of receipt which represents the amount invested in the
Parent Company by the Investor on Completion.
4.
The right of the Investor to receive such dividends shall rank senior and prior to and in preference to the
dividend rights of the holders of Ordinary Shares in the Parent Company.
5.
Subject to the foregoing, no dividends or distributions (in whatever form) shall be declared or paid to the
holders of the Ordinary Shares unless the Investor first receives or simultaneously receives in full a pro rata
share of such dividends on an as-converted basis.
6.
In the event of consummation of a Qualified Fund Raise, the Preferential Dividend shall be immediately
adjusted to match the dividend policy agreed in the definitive agreement arising from the Qualified Fund
Raise subject to (i) the agreement of all parties including the Investor, the Founders and the new investors
or (ii) if no agreement is reached for any reason, then the Investor shall be entitled to a minimum of two per
cent. (2%) of the Initial Subscription Price Per Share per annum for each Class A Convertible Preference
Share held by the Investor.
18. OTHER EQUITY
Particulars
As at
March 31, 2025
As at
March 31, 2024
Securities premium (refer note 18.1)
3,991.74
2,867.50
Instruments classified as equity (refer note 18.2 and 38)
-
196.00
Money received against share warrants (refer note 18.3)
-
2.13
Share based payment reserve (refer note 18.4 and 41)
39.32
-
Foreign Currency translation reserve (refer note 18.5)
3.68
-
Retained earnings (refer note 18.6)
(3,987.83)
(3,355.69)
46.91
(290.06)
18.1. Securities premium
Securities premium is used to record the premium on issue of shares. The reserves are utilised in accordance with
provisions of The Companies Act, 2013.
18.2. Instruments classified as equity
18.2.1The Parent Company has issued 18,379,915 cumulative convertible preference share ("CCPS") having a face
value of ` 10 each on October 23, 2019 with reference to the investment agreement with Space Solutions India
Pte Ltd (Formerly known as Lisbrine PTE. LTD.) dated October 4, 2019. Preference shareholder is entitled to
receive dividend subject to recommendation of Board of Directors and approval of equity shareholders. These
CCPS carry one vote per share in terms of the agreement.
1.
The shareholder shall be entitled to receive a cumulative fixed preferential dividend per annum for each
cumulative convertible preference shares held based on the following coupon rate:
i. 0.01% of the Initial Subscription Price per share on the first anniversary;
ii.
0.50% of the Initial Subscription Price per share on the second anniversary;
iii.
1.00% of the Initial Subscription Price per share on the third anniversary;
iv.
2.00% of the Initial Subscription Price per share on the fourth anniversary;
v.
4.00% of the Initial Subscription Price per share on fifth anniversary and every anniversary thereafter
until conversion of the cumulative convertible preference shares to ordinary shares in the Parent
Company.
2.
At any time up to 20 years from the date of the agreement, the preference shareholder shall have the right,
at its option and sole and absolute discretion, to convert all or part of its cumulative convertible preference
shares then outstanding into ordinary shares.
3.
All the cumulative convertible preference shares then outstanding shall be converted into ordinary shares at
a minimum ratio of 1 cumulative convertible preference share to 1 ordinary share conversion rate immediately:
(a) prior to the consummation of a Qualified Event or
(b) in the event there is a binding offer for a purchase of all of the Shares of the Parent Company and such
offer meets the yield threshold.
Smartworks Coworking Spaces Limited
Smartworks Coworking Spaces Limited
246
247
Corporate Overview
Statutory Reports
Financial Statements
Annual Report 2024-25
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
18.6. Retained Earnings
Retained earnings reflect surplus / deficit after taxes in the Consolidated Statement of Profit or Loss. The amount
that can be distributed by the Parent Company as dividends to its equity shareholders is determined based on
the balance in this reserve and also considering the requirements of the Companies Act, 2013.
19. BORROWINGS
Particulars
As at
March 31, 2025
As at
March 31, 2024
Non-current
Secured – at amortised cost
Bonds
Non-convertible bonds
620.93
932.44
From Bank
- Vehicle loan
11.96
13.90
- Term loan
2,186.49
1,825.18
From NBFC
- Vehicle loan
4.28
5.56
- Term loan
680.34
1,029.60
Less: current maturities of long term borrowings
(1,343.74)
(1,409.20)
2,160.26
2,397.48
Current
Secured – at amortised cost
- Bank overdraft
386.14
424.35
- Vendor financing arrangement
2.27
-
Unsecured – at amortised cost
- Inter- corporate deposits from others parties (refer note 19.2.1)
-
17.50
- Vendor financing arrangement (refer note 19.2.2)
85.29
24.97
Current maturities of long-term borrowings
Secured
- Non-convertible bonds
309.41
312.50
- Term loan (From Banks)
795.37
739.30
- Term loan (From NBFC)
234.49
353.21
- Vehicle loan (From Banks)
3.05
2.91
- Vehicle loan (From NBFC)
1.42
1.28
1,817.44
1,876.02
7.
All the Class A convertible preference shares then outstanding shall be converted into ordinary shares at a
minimum ratio of 1 Class A convertible preference share to 1 ordinary share conversion rate immediately:
(a) prior to the consummation of a Qualified Event or
(b) in the event there is a binding offer for a purchase of all of the Shares of the Parent Company and such
offer meets the yield threshold.
8.
Each Class A Convertible Preference Share, subject to conversion, shall be converted into such number of
fully paid ordinary shares as is determined by dividing the initial subscription price per share (as appropriately
adjusted for any subdivisions, consolidations, share dividends or similar recapitalisations) by the then
applicable conversion price per Class A convertible preference share and no additional consideration shall
be payable upon such conversion.
9.
In the event of a Non-Qualified Event, the net proceeds (after deductions such as expenses and creditor
payments) will be distributed as follows:
First: The Investor receives the greater of:
(i)
100% of the original investment plus any unpaid dividends on the Class A Convertible Preference Shares,
or
(ii) the amount the Investor would get if the Class A Convertible Preference Shares were converted to
Ordinary Shares before the event (Convertible Preference Liquidity Amount).
If assets are insufficient, the Parent Company will distribute assets proportionally to the Investor.
Second: After the Investor’s full Convertible Preference Liquidity Amount is paid, remaining funds will be
distributed pro-rata among the Ordinary Shareholders. The Investor is excluded from this second distribution
unless Class A Shares were converted to Ordinary Shares before the event.
18.3. Share Warrants
The Parent Company had issued 850,000 share warrants of ` 260 each per warrant ("Warrant Subscription Price")
for an aggregate consideration of ` 221.00 million on March 13, 2023 with reference to the warrant subscription
agreement with Deutsche Bank,A.G, London Branch dated March 2, 2023. The warrant consideration was paid in
the following manner:
1.
` 55.25 million was paid by the warrant holder on March 13, 2023 as consideration for subscribing to the
Warrants ("Warrant Subscription Amount").
2.
` 165.75 millions was paid by warrant holder on date of exercising the option of converting the entire warrants
into equity shares of the Parent Company i.e. August 02, 2024 in accordance with the terms set forth in the
warrant subscription agreement.
18.4. Share based payment reserve (refer note 41)
This relates to stock options granted by the Parent Company to certain eligible employees under ESOP scheme
named Smartworks Coworking Spaces Limited Employee Share Option Plan 2022 and as ammended thereafter.
18.5.Foreign Currency translation reserve
It comprises of exchange differences arising at time of translating financial statements of foreign operations into
functional currency of Parent entity.
Smartworks Coworking Spaces Limited
Smartworks Coworking Spaces Limited
248
249
Corporate Overview
Statutory Reports
Financial Statements
Annual Report 2024-25
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
Particulars
Terms and conditions
Interest rate
(per annum)
As at
March 31, 2025
As at
March 31, 2024
- Secured with lien over selected rentals
of the property and lien over property of
M/s. Jagadhatri Vyapaar Private Limited
and personal guarantee of directors* and
corporate guarantee of Jagadhatri Vyapaar
Private Limited, SNS Infrarealty LLP and NS
Niketan LLP
Term Loan
from Banks
(IV)
- Repayable in equal monthly installments
(Range of 49 equal monthly installements)
- Lien over FD
- Secured with lien over specified rental
receivables and personal guarantee of
directors* and corporate guarantee of SNS
Infrarealty LLP and NS Niketan LLP
9.30%
385.85
-
Total
(B)
2,196.87
1,835.66
* Directors in above mentioned notes refers to Neetish Sarda and Harsh Binani.
Vehicle Loan:
Particulars
Terms and conditions
Interest rate
(per annum)
As at
March 31, 2025
As at
March 31, 2024
Vehicle
Loans from
Banks
- Repayable in equal monthly installments (60
equal monthly installements)
- Secured by hypothecation of vehicle of the
Parent Company.
7.20% to 9.15%
(March 31,
2024: 7.20% to
9%)
11.96
13.90
Vehicle
Loans from
NBFC
- Repayable in equal monthly installments (60
equal monthly installements)
- Secured by hypothecation of vehicle of the
Parent Company.
10.25%
(March 31,
2024:10.25%)
4.28
5.56
Total
(C)
16.24
19.46
* Directors in above mentioned notes refers to Neetish Sarda and Harsh Binani.
Term Loan from NBFC:
Particulars
Terms and conditions
Interest rate
(per annum)
As at
March 31, 2025
As at
March 31, 2024
Term Loan
from NBFC (I)
- Repayable in 24 equal monthly instalments
- Exclusive charge by way of hypothecation of
specified receivables.
- Cash collateral as specified for the facility
(refer note 10.1 and 10.3)
11.50%
(March 31,
2024: 11.50%)
26.88
129.65
Term Loan
from NBFC
(II)
- Repayable in 36 equal monthly instalments
- Exclusive charge by way of Hypothecation
over rental receivables of specified tenants
- Secured by Debt Service Reserve Account
- Personal guarantee of directors*.
11.20% to
12.30%
(March 31,
2024: 11.00%
to 12.10%)
130.56
280.56
19.1. Other principal features of the Group's borrowings are as follows.
Bonds:
Particulars
Terms and conditions
Interest rate
(per annum)
As at
March 31, 2025
As at
March 31, 2024
Deutsche
Investments
India Private
Limited
(Held in
name of
Catalyst
Trusteeship
Limited)
- 1250 Bonds of ` 1 million each
- Repayable in 45 monthly instalments (starting
from July 13, 2023) and interest payable
monthly from April 13, 2023 for 48 Months.
- Maturity in March, 2027
- Hypothecation of receivables from specified
tenancy contracts.
- First exclusive charge by way of pledge over
1,03,18,961 (March 31, 2024: 9,824,256),
equity shares of the Company, each in the
name of NS Niketan LLP & SNS Infrarealty LLP.
- Personal guarantee of directors* and
corporate guarantee of NS Niketan LLP and
SNS Infrarealty LLP.
3 month
Treasury Bill
rate as per
Financial
Benchmarks
India Private
Limited +
8.575%
Currently
15.035%
(March 31,
2024: 15.445%)
625.00
937.50
Total
(A)
625.00
937.50
* Directors in above mentioned notes refers to Neetish Sarda and Harsh Binani.
Term Loan:
Particulars
Terms and conditions
Interest rate
(per annum)
As at
March 31, 2025
As at
March 31, 2024
Term Loan
from Banks
(I)
- Repayable in equal monthly installments
(Range of 38-83 equal monthly installements)
- Secured with lien over specified rental
receivables and lien of property of Vision
Comptech Integrators Private Limited
and personal guarantee of directors* and
corporate guarantee of Vision Comptech
Integrators Private Limited, NS Niketan LLP
and SNS Infrarealty LLP.
8.40% to 9.42%
(March 31,
2024: 8.98% to
9.25%)
904.03
870.39
Term Loan
from Banks
(II)
- Repayable in equal monthly installments
(Range of 23-36 equal monthly installements)
- Lien over Debt Service Reserve account
- Secured over future cash flows linked to
selected secured tenancy contracts and
rent receivables and personal guarantee of
directors* and corporate guarantee of SNS
Infrarealty LLP and NS Niketan LLP
9.50% to 9.60%
(March 31,
2024: 9.50% to
9.60%)
158.45
396.13
Term Loan
from Banks
(III)
- Repayable in equal monthly installments
(Range of 48-61 equal monthly installements)
- Lien over FD
9.65% to 9.85%
(March 31,
2024: 9.65%)
748.54
569.14
Smartworks Coworking Spaces Limited
Smartworks Coworking Spaces Limited
250
251
Corporate Overview
Statutory Reports
Financial Statements
Annual Report 2024-25
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
19.2 Detail of unsecured borrowings
Particulars
As at
March 31, 2025
As at
March 31, 2024
Principal
Principal
19.2.1
Inter- corporate deposits
19.2.1.1 From other parties
Agreement
date
Repayment/
maturity date
Interest rate
(per annum)
Blackcherry Commosale
Private Limited
May 11, 2024
September 4,
2024
12%
-
17.50
(A)
-
17.50
19.2.2
Vendor financing arrangement
A.Treds Limited (refer note 19.5)
85.29
24.97
(B)
85.29
24.97
(A+B)
85.29
42.47
Notes:
19.3. Interest accrued and payable were paid before the balance sheet and hence there was no outstanding balance
in interest accrued.
19.4. Refer note 36.2.1.5 for maturity profile of borrowings.
19.5. During the year ended March 31, 2024, the Parent Company has registered on a digital platform for invoice
discounting called Invoicemart (A.Treds Limited). The rate of interest is to be decided through a transparent
bidding system by registered financiers on the platform, which is to be recovered upfront at the time of
discounting for the entire usance period.
20. PROVISIONS
Particulars
As at
March 31, 2025
As at
March 31, 2024
Non-current
Provision for employee benefits:
- Provision for gratuity (refer note 34)
21.41
15.02
- Provision for compensated absences
16.12
13.64
Other provisions:
- Asset retirement obligation (refer note 20.1)
33.67
23.94
Total
71.20
52.60
Current
Provision for employee benefits:
- Provision for gratuity (refer note 34)
4.87
4.31
- Provision for compensated absences
4.88
4.31
Other provisions:
- Provision for contingencies (refer note 20.1)
4.28
0.98
- Asset retirement obligation (refer note 20.1)
1.70
-
Total
15.73
9.60
Particulars
Terms and conditions
Interest rate
(per annum)
As at
March 31, 2025
As at
March 31, 2024
Term Loan
from NBFC
(III)
- Repayable in 84 equal monthly instalments
- Exclusive charge over registered mortgaged
property and its receivables as specified in
the facility
- Exclusive charge over identified receivables
of the Parent Company
- Lien over specified mutual funds.
- Personal guarantee of directors* and
Corporate guarantee of Kalyankari
Commercial LLP, Kripa Merchandise LLP,
Simran Merchandise LLP, Snow Well
Merchandise LLP
10.75%
(March 31,
2024: 10.75%)
527.30
627.74
Total
(D)
684.74
1,037.95
Bank overdraft:
Particulars
Terms and conditions
Interest rate
(per annum)
As at
March 31, 2025
As at
March 31, 2024
Bank
Overdrafts-
Dropline
Overdraft
- Repayable on demand
8.75%
(March 31,
2024: 8.75%)
129.97
158.30
Bank
Overdrafts-
Other than
Dropline
Overdraft
Secured by lien over fixed deposits with banks
Repayable on demand
Fixed Deposits
+ 0.25%-
0.40% p.a
(March 31,
2024: Fixed
Deposits +
0.25%- 0.40%
p.a%)
256.17
266.05
Total
(E)
386.14
424.35
Vendor financing arrangement:
Particulars
Terms and conditions
Interest rate
(per annum)
As at
March 31, 2025
As at
March 31, 2024
Vendor
financing
arrangement
from Banks
- Lien over Debt Service Reserve account
- Secured over future cash flows linked to
selected secured tenancy contracts and
rent receivables and personal guarantee of
directors* and corporate guarantee of SNS
Infrarealty LLP and NS Niketan LLP
9.60%
2.27
-
Total
(F)
2.27
-
(A+B+C+D+E+F)
3,911.26
4,254.92
Less : Impact due to effective interest rate method
(18.85)
(23.89)
3,892.41
4,231.03
* Directors in above mentioned notes refers to Neetish Sarda and Harsh Binani.
Smartworks Coworking Spaces Limited
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NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
Particulars
As at
March 31, 2025
As at
March 31, 2024
(III)
Amount of interest due and payable for the period of delay in
making payment (which have been paid but beyond the appointed
day during the year) but without adding the interest specified
under MSMED Act, 2006
-
-
(IV)
Amount of interest accrued and remaining unpaid at the end of
each accounting year
4.28
0.98
(V)
Amount of further interest remaining due and payable even in
the succeeding years, until such date when the interest dues as
above are actually paid to the small enterprise for the purpose of
disallowance as a deductible expenditure under Section 23 of the
MSMED Act, 2006
-
-
Dues to micro and small enterprises have been determined to the extent such parties have been identified on the
basis of information collected by the management.
Trade payables ageing
As at March 31, 2025
Particulars
Unbilled
Not
due
Outstanding for following periods from due
date of payment
Total
Less than
1 year
1-2 years 2-3 years More than
3 years
(i)
Dues to micro and small
enterprises (A)
38.21
29.87
46.49
1.97
0.02
-
116.56
(ii) Dues to others (B)
443.02 361.45
215.65
10.47
0.79
0.88 1,032.26
(iii) Disputed dues to micro and small
enterprises (C)
-
-
-
-
-
-
-
(iv) Disputed dues to others (D)
-
-
-
9.53
-
0.45
9.98
Total dues to micro and small
enterprises (A+C)
116.56
Total others (B+D)
1,042.24
As at March 31, 2024
Particulars
Unbilled
Not
due
Outstanding for following periods from due
date of payment
Total
Less than
1 year
1-2 years 2-3 years More than
3 years
(i)
Dues to micro and small
enterprises (A)
-
11.83
8.67
-
-
-
20.50
(ii) Dues to others (B)
214.61 551.19
397.62
1.43
1.87
0.92
1,167.64
(iii) Disputed dues to micro and small
enterprises (C)
-
-
-
-
-
0.45
0.45
(iv) Disputed dues to others (D)
-
-
9.53
-
-
-
9.53
Total dues to micro and small
enterprises (A+C)
20.95
Total others (B+D)
1,177.17
Note:
20.1. Movement of other provisions:
Particulars
Provision for
contingencies
Asset retirement
obligations
As at April 1, 2023
0.90
19.58
Addition during the year
0.08
2.94
Interest accrued during the year
-
1.42
As at March 31, 2024
0.98
23.94
Addition during the year
3.30
9.14
Exchange difference
-
-
Interest accrued during the year
-
2.29
As at March 31, 2025
4.28
35.37
21. TRADE PAYABLES
Particulars
As at
March 31, 2025
As at
March 31, 2024
Total outstanding dues of micro and small enterprises
116.56
20.95
Total outstanding dues to creditors other than micro and small
enterprises
1,042.24
1,177.17
Total
1,158.80
1,198.12
Note:
21.1 The average credit period on purchases of goods and services is 30 days, except for brokerage & commission
and manpower services which is 90 days.
21.2 Refer note 35 for trade payables to related parties.
21.3 Disclosures required under Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006
Particulars
As at
March 31, 2025
As at
March 31, 2024
(I)
(a) the principal amount remaining unpaid to any supplier
(including payables on purchase of property, plant and
equipment amounting ` 85.03 million (March 31, 2024 : ` 75.21
million)) as at the end of each accounting year
201.59
96.16
(b) interest due thereon
3.30
0.08
(II)
Amount of interest paid by the buyer in terms of Section 16 of the
MSMED Act, 2006, along with the amounts of the payment made
to the supplier beyond the appointed day during each accounting
year
-
-
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NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
24.3. Refer note 10 and 14 for contract assets (unbilled revenue and trade receivables), and note 23 for contract
liabilities (deferred revenue).
25. OTHER INCOME
Particulars
For the year ended
March 31, 2025
For the year ended
March 31, 2024
Interest income earned on financial assets that are measured at
amortised cost
- Security deposits
255.86
286.64
- Interest income on bank deposits
28.64
75.03
- Others
0.24
0.16
Income from reimbursement of fitout
17.60
17.64
Income from scrap sales
12.15
25.44
Others :
- Interest income on income tax refund
25.00
0.07
- Liability/provision no longer required written back
-
14.32
- Gain on lease termination/reassessment (refer note 5.3)
-
310.86
- Gain on fair valuation of investment in mutual fund
7.21
4.28
- Gain on sale of mutual fund units
7.15
-
- Profit on sale of property, plant & equipment
1.02
-
- Others
1.26
3.02
Total
356.13
737.46
26. OPERATING EXPENSES
Particulars
For the year ended
March 31, 2025
For the year ended
March 31, 2024
Housekeeping, security, support service, plantation and pest control
998.14
780.15
Electricity and water charges
1,191.32
940.01
Building maintenance charges
835.06
694.44
Equipment and asset hire charges
70.93
47.69
Commission and brokerage
407.31
348.59
Communication expenses
62.21
63.64
Rent expense
239.28
95.02
Subcontracting Costs
283.55
-
Freight and transportation
11.35
10.17
Parking charges
61.19
49.70
Total
4,160.34
3,029.41
22. OTHER FINANCIAL LIABILITIES
Particulars
As at
March 31, 2025
As at
March 31, 2024
Non-current
Security deposits
2,570.30
2,308.80
Total
2,570.30
2,308.80
Current
Security deposits
2,547.13
1,743.93
Payables on purchase of property, plant and equipment (refer note 22.1)
698.64
462.41
Interest accrued but not due on borrowings
19.63
21.25
Employee payables
73.78
22.13
Others
1.34
-
Total
3,340.52
2,249.72
Note:
22.1. Includes amount due to micro and small enterprises amounting ` 85.03 million (March 31, 2024 - ` 75.21 million).
22.2. Refer note 35 for security deposits taken from related parties.
23. OTHER LIABILITIES
Particulars
As at
March 31, 2025
As at
March 31, 2024
Non-current
Deferred revenue
434.10
366.76
Total
434.10
366.76
Current
Deferred revenue
344.25
340.09
Statutory dues
87.14
69.49
Advance from customers
19.31
11.20
Others
13.69
8.51
Total
464.39
429.29
24. REVENUE FROM OPERATIONS
Particulars
For the year ended
March 31, 2025
For the year ended
March 31, 2024
Revenue from lease rentals
12,892.73
9,970.62
Revenue from design and fitout service
347.04
-
Revenue from ancillary services
488.79
419.92
Revenue from software fees
12.00
3.10
Total
13,740.56
10,393.64
Note :
24.1. Refer Note 33 (a) for disaggregation of revenue based on geographical region.
24.2. Revenue from ancillary services, design and fitout services and software fees are transferred to the customers
over a period of time.
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NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
30. OTHER EXPENSES
Particulars
For the year ended
March 31, 2025
For the year ended
March 31, 2024
Business development
37.03
26.75
Legal and professional charges
50.50
62.51
Travelling expenses
33.16
26.68
Postage and stationery
12.69
13.94
Consultancy expenses
27.63
15.94
Capital work-in-progress/property, plant and equipment written off
25.94
52.22
Rates and taxes
14.10
13.01
Allowance for doubtful debts and advances
21.43
7.73
Provision for customer claims
33.22
-
Provision for contingencies
3.30
0.08
Information technology expenses
54.00
27.80
Insurance charges
12.02
6.09
Loss on sale of property, plant & equipment
-
0.49
Miscellaneous expenses
28.87
18.21
Total
353.89
271.45
30.1. The Group has not earned net profit in three immediately preceding financial years, therefore, there was no
amount as per Section 135 of the Act which was required to be spent on CSR activities in the current financial
year by the Group.
31. EARNINGS PER SHARE (‘EPS’)
Particulars
For the year ended
March 31, 2025
For the year ended
March 31, 2024
Basic and Diluted
Loss for the year (a)
(631.79)
(499.57)
Nominal value of equity share (`)
10.00
10.00
Total number of equity shares outstanding at the beginning of the year
(in millions)
98.61
96.07
Total number of equity shares outstanding at the end of the year (in
millions)
103.19
98.61
Weighted average number of equity shares outstanding during the year
for computing Basic and Diluted EPS (b) (in millions)
102.22
96.36
Basic and Diluted earnings per share (a)/(b) (`)
(6.18)
(5.18)
Note:
31.1. For the year ended March 31, 2024, the cumulative convertible preference shares classified as equity instruments
are included as a part of Basic and Diluted EPS computation as these can be converted to equity shares at any
point of time (refer note 18.2).
27. EMPLOYEE BENEFITS EXPENSE
Particulars
For the year ended
March 31, 2025
For the year ended
March 31, 2024
Salaries and wages
557.27
450.02
Contributions to provident fund and other funds
20.62
16.13
Gratuity expense (refer note 34)
7.70
6.57
Share based payment expense (refer note 41)
39.32
-
Staff welfare expenses
28.78
23.36
Total
653.69
496.08
28. FINANCE COSTS
Particulars
For the year ended
March 31, 2025
For the year ended
March 31, 2024
Interest expense on:
- Lease liabilities
2,790.52
2,498.10
- Borrowings
395.93
536.43
- Other financial liabilities that are measured at amortised cost
172.78
244.78
Others:
- Interest on asset retirement obligation
2.33
1.42
- Others
1.82
2.45
Total
3,363.38
3,283.18
29. DEPRECIATION AND AMORTISATION EXPENSES
Particulars
For the year ended
March 31, 2025
For the year ended
March 31, 2024
Depreciation on:
- Property, plant and equipment (refer note 4)
1,801.73
1,521.32
- Right-of-use assets (refer note 5)
4,526.83
3,186.14
Amortisation on intangible assets (refer note 7)
31.42
19.74
Total
6,359.98
4,727.20
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Annual Report 2024-25
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
34. EMPLOYEE BENEFIT PLANS
Defined contribution plans
The Group makes provident fund and employee state insurance contribution to a defined contribution retirement
benefit plan for qualifying employees. The Group's contribution to the Employees provident fund and Employee state
insurance is deposited with the Regional Provident Fund Commissioner and Employee State Insurance Corporation,
respectively. Under the scheme, the Group is required to contribute a specified percentage of payroll cost to the
retirement benefit scheme to fund the benefits. The Group has recognised the following amounts in the Consolidated
Statement of Profit and Loss in the following years:
Particulars
For the year ended
March 31, 2025
For the year ended
March 31, 2024
Defined contribution plans
20.39
15.93
Employee state insurance
0.19
0.20
Defined benefit plan:
Gratuity
a) The Group offers its employees defined-benefit plans in the form of a gratuity scheme. Benefits under the defined
benefit plans are based on years of service and the employee’s compensation (immediately before retirement).
Benefits payable to eligible employees of the Group with respect to gratuity, a defined benefit plan is accounted
for on the basis of an actuarial valuation as at the reporting date.
b)
This plan typically expose the Group to actuarial risk such as: interest rate risk, longevity risk and salary risk.
Interest risk
A decrease in the bond interest rate will increase the plan liability.
Longevity risk
The present value of the defined benefit plan liability is calculated by reference to the best estimate of the
mortality of plan participants both during and after their employment. An increase in the life expectancy of the
plan participants will increase the plan’s liability.
Salary risk
The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan
participants. As such, an increase in the salary of the plan participants will increase the plan’s liability.
(c) Significant actuarial assumptions
The significant actuarial assumptions used for the purposes of the actuarial valuations were as follows:
Particulars
As at
March 31, 2025
As at
March 31, 2024
a) Discount rate(s)
6.99%-7.04%
7.22%
b) Expected rate(s) of salary increase
8.00%-9.5%
9.50%
c) Mortality table used
100% of ILAM
(2012-14)
100% of ILAM
(2012-14)
d) Attrition rate
-Up to 30 years
27.63%-45.92%
47.21%
-Ages 31-44 years
27.63%-33.68%
37.06%
-Ages 44 & above
0.33%-27.63%
0.00%
e) Rate of return on plan assets
N.A
N.A
f) Average remaining working lives of employees (in years)
26.38-27.77
26.21
31.2. For the year ended March 31, 2025, employee stock options granted to certain eligible employees under ESOP
scheme and share warrants (refer note 18.3) has not been considered in computing Diluted EPS since options
and warrants are anti-dilutive in nature.
32. CONTINGENT LIABILITIES AND COMMITMENTS
Particulars
As at
March 31, 2025
As at
March 31, 2024
A. Contingent liabilities
Claims against the Group not acknowledged as debt:
-
Income tax matters (net of amount paid under protest)
1.99
1.45
-
Indirect tax matters
-
6.80
B. Commitments
Estimated amount of contracts remaining to be executed on
property, plant and equipment and intangible assets and not
provided for (net of related advances)
252.51
448.06
C. Others
Letter of credit and guarantees excluding financial guarantees
12.89
15.89
Note:
32.1. Apart from the commitments disclosed above, the Group has no financial commitments other than those in the
nature of regular business operations.
33. SEGMENT REPORTING
The Group’s primary business segment involves developing and licensing fully serviced office spaces in business
centres. The Board of Directors of the Parent Company, which has been identified as being the Chief Operating
Decision Maker (CODM), evaluates the Group performance, allocate resources based on the analysis of the various
performance indicator of the Group as a single unit of coworking spaces. Therefore there are no separate reportable
business segments as per Ind AS 108- “Operating Segments”. The Group does not have any single external customer
contributing to 10% or more of the group's revenue.
Geographical Information:
(a) Revenue from external customers
Particulars
For the year ended
March 31, 2025
For the year ended
March 31, 2024
India
13,450.66
10,393.64
Others
289.90
-
13,740.56
10,393.64
(b) Non current assets
Particulars
As at
March 31, 2025
As at
March 31, 2024
India
39,926.48
35,973.37
Others
293.73
-
40,220.21
35,973.37
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Financial Statements
Annual Report 2024-25
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
Particulars
As at
March 31, 2025
As at
March 31, 2024
Remeasurement gains / (losses)
- Actuarial gain/(loss) arising from:
i. Financial assumptions
0.26
(0.08)
ii. Demographic assumptions
0.63
(1.17)
iii. Experience adjustments
(0.42)
(0.48)
Benefit payments
(1.22)
(0.80)
Present value of defined benefit obligation at the end of the year
26.27
19.32
(e) Sensitivity for significant actuarial assumption is computed by varying one actuarial assumption used for the
valuation of the defined benefit obligation by +/- 0.5%, keeping all other actuarial assumptions constant:
Principal assumption
Changes in
assumption
Impact on defined
benefit obligation
Impact on defined
benefit obligation
Increase in
assumption
Decrease in
assumption
a) Discount rate
As at March 31, 2025
0.5%
(0.66)
0.70
As at March 31, 2024
0.5%
(0.42)
0.45
b) Salary growth rate
As at March 31, 2025
0.5%
0.49
(0.48)
As at March 31, 2024
0.5%
0.36
(0.35)
Notes:
i)
The above sensitivity analyses are based on a change in an assumption while holding all other assumptions
constant. In practice this is unlikely to occur, and changes in some of the assumptions may be correlated.
When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the
same method (present value of the defined benefit obligation calculated with the projected unit credit
method at the end of the reporting period) has been applied as when calculating the defined benefit liability
recognised in the Balance sheet.
ii)
The methods and types of assumptions used in preparing the sensitivity analyses did not change compared
to previous year.
(f) Maturity profile of defined benefit obligation:
Particulars
As at
March 31, 2025
As at
March 31, 2024
Within 1 year
4.87
4.31
1 - 2 year
4.13
3.25
2 - 3 year
3.12
2.11
3 - 4 year
2.24
1.44
4 - 5 year
2.62
1.02
5 year onwards
9.31
7.19
(g) Weighted Average Duration of Defined Benefit Obligation (in years)
2.77-3.07
2.55
(h) The Group expects to make a contribution of ` 10.32 million to the defined benefit plan during the next year.
The discount rate is based on prevailing market yields of Government of India bonds as at the reporting date for
the expected term of obligation.
The estimates of future salary increases considered, takes into account the inflation, seniority, promotions and
other relevant factors, such as supply and demand in the employment market.
(d) The following tables sets out the amount recognised in the Consolidated Financial Statements in respect of
gratuity :
Particulars
For the year ended
March 31, 2025
For the year ended
March 31, 2024
I. Amounts recognised in Consolidated Statement of Profit and
Loss in respect of these defined benefit plans are as follows:
a) Current service cost
6.30
5.47
b) Past service cost
-
-
c) Net interest expense
1.40
1.09
Components of defined benefit costs recognised in Consolidated
Statement of Profit and Loss
7.70
6.56
Remeasurement on the net defined benefit liability
a) Actuarial (gains)/loss arising form changes in financial
assumptions
0.26
(0.08)
b) Actuarial (gains)/loss arising form changes in demographic
assumptions
0.63
(1.17)
c) Actuarial (gains)/loss arising form experience adjustments
(0.42)
(0.48)
Components of defined benefit costs recognised in Other
Comprehensive Income/ (Loss)
0.47
(1.73)
Total
8.17
4.83
The current service cost and the net interest expense for the year are included in the ‘Employee benefits expense’
line item in the Consolidated Statement of Profit and Loss and the remeasurement of the net defined benefit
liability is included in ‘Other comprehensive income/ (loss)’.
Particulars
As at
March 31, 2025
As at
March 31, 2024
II. Net liability recognised in the Consolidated Balance Sheet
a) Present value of defined benefit obligation
26.27
19.33
b) Fair value of plan assets
-
-
c) Net liability recognised in Consolidated Balance Sheet
26.27
19.33
d) Current portion of the above
4.87
4.31
e) Non current portion of the above
21.40
15.02
III. Change in the obligation during the year
Present value of defined benefit obligation at the beginning of the
year
19.32
15.29
Expenses recognised in Consolidated Statement of Profit and Loss
- Current service cost
6.30
5.47
- Interest expense
1.40
1.09
Recognised in other comprehensive income
Smartworks Coworking Spaces Limited
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Annual Report 2024-25
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
Related party
transactions
Name of related party
For the year ended
March 31, 2025
For the year ended
March 31, 2024
Lease rental expense
Vision Comptech Integrators Limited
160.23
101.84
Building maintenance
Vision Comptech Integrators Limited
-
33.95
Talbotforce Services Private Limited
12.77
8.42
Equipment hire
charges
Smart IT Services Private Limited
-
0.84
Talbotforce Services Private Limited
6.79
4.40
Information
technology expenses
Talbotforce Services Private Limited
-
0.77
Housekeeping &
security charges
Talbot & Co (refer note 35.3)
2.82
3.25
Talbotforce Services Private Limited
948.74
725.54
Purchase Of property,
plant and equipment
Talbotforce Services Private Limited
0.65
11.90
Smart IT Services Private Limited
-
0.87
Interest paid on
borrowings taken
SML Smart Technologies Private Limited
-
0.79
Vision Comptech Integrators Limited
-
6.19
Reimbursements
of other expenses
incurred by Group
Vision Comptech Integrators Limited
-
4.87
Reimbursements
of other expenses
incurred by related
party
Vision Comptech Integrators Limited
27.06
28.40
Talbotforce Services Private Limited
16.58
11.48
Remuneration to KMP Neetish Sarda
18.08
11.44
Harsh Binani
18.08
11.61
Punam Dargar
2.22
1.64
Sahil Jain
5.21
-
Remuneration to
relative of KMP
Riya Aggarwal
4.38
-
Prerna Jhunjhunwala
3.17
-
Consultancy Fees
paid to director
Atul Gautam
2.31
-
Directors sitting Fees
V K Subburaj
0.50
-
Rajeev Rishi
0.50
-
Pushpa Mishra
0.28
-
Security deposit
taken
Talbotforce Services Private Limited
0.50
-
Talbot & Co
0.09
-
Borrowings taken
Vision Comptech Integrators Limited
-
15.00
Refund of borrowings
taken
Vision Comptech Integrators Limited
-
100.00
SML Smart Technologies Private Limited
-
15.00
ESOP Expenses to
KMP's
Sahil Jain
4.57
-
Punam Dargar
1.30
-
35 RELATED PARTY TRANSACTIONS AND BALANCES
a. Names of related parties and related party relationships
Entities having significant influence over the Group
NS Niketan LLP
SNS Infrarealty LLP
Key Management Personnel (‘KMP’)
Neetish Sarda (Managing director)
Harsh Binani (Wholetime director)
Sahil Jain (Chief financial officer) (w.e.f. July 19, 2024)
Punam Dargar (Company secretary)
V K Subburaj (Independent Director w.e.f. July 16, 2024)
Rajeev Rishi (Independent Director w.e.f. July 16, 2024)
Pushpa Mishra (Independent Director w.e.f. August 03, 2024)
Atul Gautam (Chairman and Non-Executive Director w.e.f. June 21, 2024)
Ho Kiam Kheong (Non-Executive (nominee) Director w.e.f. July 16, 2024)
Other related parties with whom transactions have taken place during the reporting periods
Relatives of KMPs
Saumya Binani
Riya Aggarwal
Prerna Jhunjhunwala
Entities where Key Management Personnel and their relatives exercise significant influence
Vision Comptech Integrators Limited
Smart IT Services Private Limited
SML Smart Technologies Private Limited
Talbot & Co
Talbotforce Services Private Limited
Kalyankari Commercial LLP
Kripa Merchandise LLP
Simran Merchandise LLP
Snow Well Merchandise LLP
Jagadhatri Vyapaar Pvt Ltd
b.
Related party
transactions
Name of related party
For the year ended
March 31, 2025
For the year ended
March 31, 2024
Income from lease
rental
Talbot & Co
0.42
0.13
Talbotforce Services Private Limited
2.33
1.00
Smart It Services Private Limited
0.03
0.05
Income from ancillary
services
Talbotforce Services Private Limited
-
0.11
Smartworks Coworking Spaces Limited
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Statutory Reports
Financial Statements
Annual Report 2024-25
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
36 FINANCIAL INSTRUMENTS
36.1. Categories of financial instruments
Particulars
Level
As at March 31, 2025
As at March 31, 2024
FVTPL
FVTOCI Amortised
cost
FVTPL
FVTOCI Amortised
cost
Financial assets
Investments in mutual funds
(Quoted)
Level 1
93.23
-
-
112.78
-
-
Investments in equity shares
(Unquoted)
Level 3
16.40
-
-
-
-
-
Trade receivables
-
-
255.31
-
-
140.92
Cash and cash equivalents
-
-
496.71
-
-
387.60
Other bank balances
-
-
192.59
-
-
136.16
Other financial assets
-
-
2,714.23
-
-
2,225.23
Financial liabilities
Lease liabilities
-
- 33,396.03
-
- 30,082.38
Borrowings
-
-
3,977.70
-
-
4,273.50
Trade payables
-
-
1,158.80
-
-
1,198.12
Other financial liabilities
-
-
5,910.82
-
-
4,558.52
At the end of the reporting period, there are no significant concentrations of credit risk for financial assets
designated at FVTPL. The carrying amount reflected above represents the Group's maximum exposure to credit
risk for such Financial assets.
The fair value of instruments measured at amortised cost is equivalent to the carrying cost of financial instruments.
Particulars
Level
As at March 31, 2025
As at March 31, 2024
Fair
value
FVTOCI Amortised
cost
Fair
value
FVTOCI Amortised
cost
Other financial assets - security
deposits
Level 3
2,412.50
-
2,419.50
1,819.69
-
1,846.87
Interest rate used for fair valuation
6.50%
6.75%
Other financial liabilities - security
deposits
Level 3
5,125.53
-
5,117.43 4,069.53
-
4,052.73
Interest rate used for fair valuation
9.10%
9.05%
The fair value of security deposits was estimated based on the contractual terms of the security deposits and
parameters such as interest rates. Since, the data from any observable markets in respect of interest rates were
not available, the interest rates were considered to be significant unobservable inputs to the valuation of these
deposits.
36.1.1 Fair values hierarchy
Financial assets and financial liabilities are measured at fair value in the financial statement and are grouped into
three Levels of fair value hierarchy. The three Levels are defined based on the observability of significant inputs
to the measurement, as follows:
c.
Related party
outstanding balances
Name of related party
As at March 31,
2025
As at March 31,
2024
Unbilled revenue
Talbotforce Services Private Limited
-
0.10
Trade payables
Talbot & Co
0.26
0.68
Talbotforce Services Private Limited
349.14
388.89
Vision Comptech Integrators Limited
2.10
2.20
V K Subburaj
0.02
-
Rajeev Rishi
0.03
-
Pushpa Mishra
0.03
-
Atul Gautam
0.23
-
Employee payables
Neetish Sarda
3.41
0.66
Harsh Binani
3.38
0.13
Punam Dargar
0.14
-
Sahil Jain
0.37
-
Trade receivables
Talbotforce Services Private Limited
0.01
0.00
Security deposit
taken
Talbot & Co
0.09
-
Talbotforce Services Private Limited
0.50
-
Notes:
35.1. Refer note 19.1 for the guarantees issued by related parties for the Group.
35.2. These figures are inclusive of taxes.
35.3. These expenses includes expenses that are under reverse charge mechanism.
35.4. For list of subsidiaries, refer note 43.
d.
Compensation of key management personnel
The remuneration of directors and other members including relatives of key management personnel during the
year was as follows:
Particulars
For the year ended
March 31, 2025
For the year ended
March 31, 2024
Short-term benefits
43.59
24.69
Post-employment benefits
6.70
4.79
Share based payment expense
5.87
-
Total
56.16
29.48
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Statutory Reports
Financial Statements
Annual Report 2024-25
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
Sensitivity analysis:
Profit or loss is sensitive to higher/ lower prices of instruments classified as FVTPL on the Group’s profit for the
periods (for complete year on closing balance) :
Particulars
For the year ended
March 31, 2025
For the year ended
March 31, 2024
Increase by 5%
5.48
5.64
Decrease by 5%
(5.48)
(5.64)
36.2.1.4. Credit risk management
Credit risk is the risk that a counterparty fails to discharge its obligation to the Group under a financial instrument
or customer contract leading to a financial loss. The Group is exposed to credit risk mainly with respect to trade
receivables, investment in mutual funds, bank deposits and bank balances.
Trade receivables
The trade receivables of the Group are typically non-interest bearing and derived from sales made to a large number
of independent customers. As the customer base is widely distributed both economically and geographically,
there is minimal concentration of credit risk. The credit period provided by the Group to its customers generally
ranges from 7 days.
The management performs ongoing assessment of trade receivables for each customer basis the terms and
conditions of each contract to identify the material breach. Facts and circumstances relevant to each customer
are reviewed by the management to assess credit risk. Receivables are credit impaired to the extent unsecured
and there is no convincing evidence establishing collection of consideration in near future.
The gross carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no
realistic prospect of recovery. Where the financial asset has been written-off, the Group continues to engage in
enforcement activity to attempt to recover the receivable due. Where recoveries are made, these are recognised
in the Consolidated Statement of Profit and Loss.
Other financial instruments and bank deposits
The Group’s treasury, in accordance with the board approved policy, maintains its cash and cash equivalents,
deposits and investment in mutual funds with banks, financial and other institutions, having good reputation, past
track record, and high credit rating. Similarly, counter-parties of the Group’s other receivables carry either no or
very minimal credit risk. Further, the Group reviews the credit-worthiness of the counter-parties (on the basis of
its ratings, credit spreads and financial strength) of all the above assets on an on-going basis, and if required,
takes necessary mitigation measures.
36.2.1.5. Liquidity risk management
The Group manages liquidity risk by maintaining sufficient cash and cash equivalents including bank deposits
and availability of funding through an adequate amount of committed credit facilities, security deposits from
customers to meet the obligations when due. Management monitors rolling forecasts of liquidity position and
cash and cash equivalents on the basis of expected cash flows. In addition, liquidity management also involves
projecting cash flows considering level of liquid assets necessary to meet obligations by matching the maturity
profiles of financial assets & liabilities and monitoring balance sheet liquidity ratios.
The Group has incurred loss for the year ended March 31, 2025 of ` 628.46 million (` 498.33 million for the
financial year ended March 31, 2024) and as at that date, the current liabilities exceeded its current assets by `
9,613.65 million (` 6,898.44 million as at March 31, 2024). The Group has a long term lease agreements with its
customers, has generated positive cash flows from its operation, retained its existing customers and utilising the
security deposits which are classified as current liabilities. Additionally, the Group has initiated plans to relocate
to larger business centers to enhance cost efficiency and revenue potential and has obtained external borrowings
as needed.
Level 1: quoted prices (unadjusted) in active markets for financial instruments
Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either
directly or indirectly.
Level 3: unobservable inputs for the asset or liability.
36.2. Financial risk management objectives
While ensuring liquidity is sufficient to meet the Group's operational requirements, the Group's risk management
committee also monitors and manages key financial risks relating to the operations of the Group by analysing
exposures by degree and magnitude of risks. These risks include market risk (including currency risk, interest risk
and price risk), credit risk and liquidity risk.
36.2.1. Market risk
36.2.1.1. Currency risk
Currency risk is the risk or uncertainty arising from possible currency movements and their impact on the future
cash flows of a business. There are no material currency risk affecting the financial position of the Group as there
are no material transactions in currency other than functional currency of the Group.
36.2.1.2. Interest risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of changes in market interest rates. The Group’s fixed rate borrowings are carried at amortised cost. They are
therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future
cash flows will fluctuate because of a change in market interest rates. The Group manages its interest rate risk
by having a balanced portfolio of fixed and floating rate loans and borrowings keeping in view of current market
scenario.
Interest rate risk exposure
The Group’s floating rate borrowing is subject to interest rate fluctuations. Below is the overall exposure of the
borrowing (undiscounted):
Particulars
As at
March 31, 2025
As at
March 31, 2024
Floating rate borrowings
3,865.87
4,105.80
Fixed rate borrowings
130.68
191.59
Sensitivity:
Profit or loss is sensitive to higher/ lower interest expense from floating rate borrowings as a result of changes in
interest rates (for complete year on closing balance) :
Particulars
For the year ended
March 31, 2025
For the year ended
March 31, 2024
Increase by 1%
38.66
41.06
Decrease by 1%
(38.66)
(41.06)
36.2.1.3. Price risk
The Group’s exposure to price risk arises from investments held and classified as FVTPL. To manage the price risk
arising from investments, the Group diversifies its portfolio of assets.
Smartworks Coworking Spaces Limited
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Statutory Reports
Financial Statements
Annual Report 2024-25
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
36.4. Reconciliation of liabilities whose cash flow movements are disclosed as part of financing
activities in the statement of cash flows:
Consolidated
Balance Sheet
caption
Consolidated Statement
of cash flows line item
Opening
balance
Cash
flows
(net)
Non - Cash items
Closing
balance
Addition on
account of ROU
(Net of
termination)
Reclassification
from trade
payables
Other
adjustments
For the year ended March 31, 2025
Lease liabilities
Repayment of principal
and interest portion of
lease liabilities
30,082.38 (6,850.34)
7,498.37
(30.49)
2,696.11 33,396.03
Borrowings
Proceeds/repayments
of borrowings (including
short term except bank
overdraft)
3,849.15
(261.32)
-
-
3.73
3,591.56
For the year ended March 31, 2024
Lease liabilities
Repayment of principal
and interest portion of
lease liabilities
33,976.22 (5,536.33)
3,817.71
14.23
(2,189.45)
30,082.38
Borrowings
Proceeds/repayments
of borrowings (including
short term except bank
overdraft)
4,195.34
(364.50)
-
-
18.31
3,849.15
37 CAPITAL MANAGEMENT
The purpose of the Group’s capital management is to maintain an optimal capital structure to reduce the Cost of
capital.
Management monitors capital on the basis of the carrying amount of equity and net debt (adjusted for cash and cash
equivalents) as presented on the face of Consolidated Balance Sheet.
The Group manages its capital structure and makes adjustments to it in the light of changes in economic conditions
and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Group may
adjust the amount of dividends paid to shareholders, return capital to shareholders or issue new shares.
Particulars
As at
March 31, 2025
As at
March 31, 2024
Borrowings
3,977.70
4,273.50
Less: Cash and cash equivalents
(496.71)
(387.60)
Less: Bank deposits including accrued interest
(387.75)
(487.53)
Less: Investment in mutual funds
(93.23)
(112.78)
Less: Security deposits (refer note 10.1 and 10.3)
(7.50)
(15.00)
Net Debt (A)
2,992.51
3,270.59
Total equity
1,078.81
500.07
Capital and net debt (B)
4,071.32
3,770.66
Gearing ratio (A/B)
73.50%
86.74%
Notes:
37.1 Net debt does not include lease liabilities.
The Management have made an assessment of the Group’s ability to continue as a going concern and have
no reason to believe the Group will not be a going concern in the year ahead considering external funding
arrangements with banks and other aforesaid initiatives.
The following tables detail the Group's remaining contractual maturity for its non-derivative financial liabilities
with agreed repayment periods. The information included in the tables have been drawn up based on the
undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to
pay. The tables include both interest and principal cash flows.
Particulars
Less than 1
year
1 year – 5
years
More than 5
years
Total
Carrying
Amount
As at March 31, 2025
Non-interest bearing
Trade payable
1,158.80
-
-
1,158.80
1,158.80
Other financial liabilities
3,384.28
3,207.81
-
6,592.09
5,891.19
Fixed interest rate instruments
Borrowings (including interest)
120.73
13.22
-
133.95
130.65
Lease liabilities
8,161.20
27,852.12
7,068.34
43,081.66
33,396.03
Variable interest rate instruments
Borrowings (including interest)
1,996.83
2,459.37
25.56
4,481.76
3,847.05
Total
14,821.85
33,532.52
7,093.90
55,448.27
44,423.72
As at March 31, 2024
Non-interest bearing
Trade payable
1,198.12
-
-
1,198.12
1,198.12
Other financial liabilities
2,206.34
2,894.92
-
5,101.26
4,537.27
Fixed interest rate instruments
Borrowings (including interest)
160.66
45.03
-
205.69
190.93
Lease liabilities
6,293.39
23,473.58
11,168.73
40,935.70
30,082.38
Variable interest rate instruments
Borrowings (including interest)
2,072.60
2,619.93
134.56
4,827.09
4,082.57
Total
11,931.11
29,033.46
11,303.29
52,267.86
40,091.27
36.3. Fair value measurement
During the year ended March 31, 2025 and year ended March 31, 2024, the Group has made investment in certain
mutual fund schemes which are measured at Fair Value through Profit and Loss (FVTPL). NAV available as on
March 31, 2025 and March 31, 2024 has been used to measure the investment and same is treated as Level 1
input.
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Statutory Reports
Financial Statements
Annual Report 2024-25
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
The following table summarises the movement in stock option granted and weighted average exercise price during
the year :
Particulars
For the year ended
March 31, 2025
For the year ended
March 31, 2024
Outstanding at the beginning of the year
-
-
Granted during the year
3,17,500
-
Exercised during the year
-
-
Forfeited during the year
16,000
-
Outstanding at the end of the year
3,01,500
-
Exercisable at the end of the year
-
-
The fair value of Employee Stock Options as on the date of grant was determined using the Black Scholes formula.
The inputs used in the measurement of the fair values at the grant date of the equity settled share based payment
plan is as follows :
Particulars
Employee stock
options plan
Grant Date
01-Aug-24
Weighted average fair value (`)
260.91
Expected Life (in years)
3.25
Volatility (%)
42.70%
Risk free Rate (%)
6.73%
Exercise Price (`)
10.00
Expected term has been computed as the vesting term plus the midpoint of the remaining contractual term from the
date of vesting. The expected volatility reflects the assumption that the historical volatility over a period similar to the
life of options is indicative of future trends, which may also not necessarily the actual outcome. The weighted average
remaining contractual life of the option as on March 31, 2025 is 2.59 years.
Expenses arising from share based payment transactions
Particulars
For the year ended
March 31, 2025
For the year ended
March 31, 2024
Employee stock option scheme
39.32
-
42 AUDIT TRAIL
MCA vide its notification number G.S.R. 206(E) dated March 24, 2021 (amended from time to time) in reference to the
proviso to Rule 3 (1) of the Companies (Accounts) Amendment Rules, 2021, introduced the requirement w.e.f. April 01,
2023, to only use such accounting software which has a feature of recording audit trail of each and every transaction.
The Group has assessed IT applications including supporting applications considering the guidance provided
in “Implementation guide on reporting on audit trail under rule 11(g) of the Companies (Audit and Auditors) Rules,
2014 (Revised 2024 edition)” issued by the Institute of Chartered Accounts of India in February 2024, and identified
applications that are relevant for maintaining books of accounts. During the year ended March 31, 2025, the Parent
Company has migrated to new accounting software from April 01, 2024. The Management of Parent Company had
implemented audit trail feature over accounting software and one supporting software from December 26, 2024 and
December 10, 2024, respectively. Further, the respective management of the subsidiaries, incorporated in India, has
used accounting software which has a feature of audit trail (edit log) facility and the same has operated throughout
the year for all relevant transactions recorded in the accounting software.
38 The Board of Directors of the Parent Company have not declared any dividend and accordingly no apportionment
has been made with respect to dividend for cumulative convertible preference shares amounting to ` 77.16 million
till the period ended August 13, 2024 (March 31, 2024 - ` 50.94 million).
Pursuant to ""Waiver cum Amendment Agreement"" between the Parent Company and Space Solutions India
Pte Ltd (formerly known as Lisbrine PTE. LTD.) (SSIPL) dated August 13, 2024, the CCPS holder waived off its
rights to receive cumulative fixed preferential dividend in respect of the convertible preference share held by the
Investor.
During the year ended March 31, 2025, the Parent Company has converted 19,610,398 CCPS of face value of
` 10 each held by Space Solutions India Pte. Limited (formerly known as Lisbrine PTE. LTD.) (SSIPL) into 19,610,398
equity shares of face value of ` 10 each as per the terms and conditions stated in articles of association and the
Shareholder's agreement.
39 The Group did not grant any loan or advance in the nature of loans to any of its promoters, directors, KMPs or
other related parties, as defined under the Companies Act, 2013, in the current year and in the previous year.
40 RELATIONSHIP WITH STRUCK OFF COMPANIES
Relationship with
struck off Company
Nature of
transactions
Name of struck off Company
Balance outstanding
as on March 31, 2025
Balance outstanding
as on March 31, 2024
Customers
Trade
receivables
Estivus Overseas Management
Private Limited
0.04
0.04
Invanto India Private Limited
-
0.03
Vendors
Advances to
suppliers
Chinni Beverages Private
Limited
0.13
0.15
Aazain Infotech Private Limited
0.04
0.04
Capital
advances
Spcs Technologies India
Private Limited
0.24
0.24
41 SHARE BASED PAYMENTS
Employee share option plan
The Parent Company granted employee stock options to certain eligible employees under ESOP scheme named
Smartworks Coworking Spaces Limited Employee Share Option Plan 2022 and as amended thereafter.
The ESOP plan was duly approved by the board of directors at their meeting held on July 31, 2024 and the shareholders
of the Parent Company by way of resolution passed at their Annual General Meeting held on August 3, 2024 for
granting of aggregate 317,500 shares. These options would vest generally over 2 years from the date of grant as per
the letter of grant executed between the Parent Company and its employees. The Vested options will be exercised
by the employee over 2 years from the vesting date which will be settled in equity shares of the Parent Company. In
determining which Employees may be granted Options and for determining the quantum of Options to be granted, the
Committee/Board will take into account whether Options will provide additional incentive to Employees, whether such
Options will promote the success of the relevant Group Company's business, the potential for future contribution to
the relevant Group Company, integrity, number of employment years and any other factor(s) as deemed appropriate
by the Committee/Board.
Smartworks Coworking Spaces Limited
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Statutory Reports
Financial Statements
Annual Report 2024-25
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
44 ADDITIONAL INFORMATION AS REQUIRED UNDER SCHEDULE III TO THE ACT
Table 1 - Details pertaining to share in net assets, profit or loss and total comprehensive income
Name of the entity / Principal
activities
% of
shareholding
as of March
31, 2025
Principal place
of operation
/ country of
incorporation
March 31, 2025
Net Assets ('N A'), i.e.,
total assets minus total
liabilities
Share in profit or loss
('P&L')
Share in total
comprehensive income
('TCI')
As % of
consolidated
N A
Amount
As % of
consolidated
P&L
Amount
As % of
consolidated
TCI
Amount
Parent
Co-working space provider
Smartworks Coworking Spaces
Limited
100%
India
105.08%
1,133.57
97.72%
(617.37)
98.26%
(617.51)
Subsidiaries
Software development
Smartworks Tech Solutions Private
Limited (refer note 44.1)
100%
India
(5.19%)
(55.98)
3.08%
(19.46)
3.13%
(19.67)
Facility management services
Smartworks Office Services Private
Limited
100%
India
(0.04%)
(0.47)
0.04%
(0.28)
0.04%
(0.28)
Co-working space provider
Smartworks Stellar Services Private
Limited
100%
India
(0.51%)
(5.48)
0.14%
(0.88)
0.14%
(0.88)
Co-working space provider
Smartworks Space Pte. Ltd
100%
Singapore
18.42%
198.73
(1.24%)
7.81
(1.83%)
11.49
Consolidation adjustments
(17.76%)
(191.56)
0.26%
(1.61)
0.26%
(1.61)
Total
100.00% 1,078.81
100.00% (631.79)
100.00% (628.46)
During such year/period, as applicable, audit trail feature operated effectively and there were no instances of audit
trail feature being tampered with.
Furthermore, audit trail has been preserved by the Group as per the statutory requirements for record retention.
43 INVESTMENTS IN SUBSIDIARIES
Parent share in each subsidiaries
Name of the entity
Country of
incorporation
Principal activity
March 31, 2025
March 31, 2024
Smartworks Tech Solutions Private
Limited (refer note 43.1)
India
Software
development
100%
100%
Smartworks Office Services Private
Limited
India
Facility management
services
100%
100%
Smartworks Stellar Services Private
Limited
India
Co-working space
provider
100%
100%
Smartworks Space Pte. Ltd.
Singapore
Co-working space
provider
100%
Refer note 43.2
43.1 Formerly known as Smartworks Coliving Private Limited
43.2 The Parent Company has incorporated a new subsidiary in Singapore, i.e. Smartworks Space Pte. Ltd. "(SSPL)",
on March 15, 2024. SSPL did not have any paid-up capital as at March 31, 2024. On May 24, 2024, SSPL has
allotted 3 million shares (face value: SGD 1) for consideration of SGD 3 million to the Company. SSPL has not
entered into any financial transaction during the year ended March 31, 2024.
Smartworks Coworking Spaces Limited
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Financial Statements
Annual Report 2024-25
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
Table 2 - Details pertaining to share in OCI
Name of the entity / Principal activities
% of
shareholding
as of March
31, 2025 and
March 31, 2024
Principal place
of operation /
country of
incorporation
March 31, 2025
March 31, 2024
Share in other
comprehensive income ('OCI')
Share in other
comprehensive income ('OCI')
As % of OCI
Amount
As % of OCI
Amount
Parent
Co-working space provider
Smartworks Coworking Spaces Limited
100%
India
(4.16%)
(0.14)
112.10%
1.39
Subsidiaries
Software development
Smartworks Tech Solutions Private Limited
(refer note 44.1)
100%
India
(6.30%)
(0.21)
(12.10%)
(0.15)
Facility management services
Smartworks Office Services Private Limited
100%
India
-
-
-
-
Co-working space provider
Smartworks Stellar Services Private Limited
100%
India
-
-
-
-
Co-working space provider
Smartworks Space Pte. Ltd
100%
Singapore
110.46%
3.68
-
-
Consolidation adjustments
-
-
-
-
Total
100.00%
3.33
100.00%
1.24
Name of the entity / Principal
activities
% of
shareholding
as of March
31, 2024
Principal place
of operation
/ country of
incorporation
March 31, 2024
Net Assets ('N A'), i.e.,
total assets minus total
liabilities
Share in profit or loss
('P&L')
Share in total
comprehensive income
('TCI')
As % of
consolidated
N A
Amount
As % of
consolidated
P&L
Amount
As % of
consolidated
TCI
Amount
Parent
Co-working space provider
Smartworks Coworking Spaces
Limited
100%
India
108.76%
543.88
94.13% (470.24)
94.08% (468.85)
Subsidiaries
Software development
Smartworks Tech Solutions Private
Limited (refer note 44.1)
100%
India
(7.26%)
(36.30)
5.32%
(26.58)
5.36%
(26.73)
Facility management services
Smartworks Office Services Private
Limited
100%
India
(0.04%)
(0.19)
0.02%
(0.10)
0.02%
(0.10)
Co-working space provider
Smartworks Stellar Services Private
Limited
100%
India
(0.92%)
(4.60)
0.11%
(0.53)
0.11%
(0.53)
Consolidation adjustments
(0.54%)
(2.72)
0.42%
(2.12)
0.43%
(2.12)
Total
100.00%
500.07
100.00% (499.57)
100% (498.33)
Smartworks Coworking Spaces Limited
Smartworks Coworking Spaces Limited
276
277
Corporate Overview
Statutory Reports
Financial Statements
Annual Report 2024-25
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
45 On March 27, 2024, Smartworks Space Pte. Ltd. entered into an agreement with Keppel Real Estate Services
PTE. LTD. (‘KRESPL’) to acquire property, plant and equipment and contracts with customers / vendor in respect
of two co-working centers located in Singapore for consideration of USD 2.085 million (` 174.61 million). Further,
the Company has received net security deposit amounting ` 20.31 million from KRESPL, with respect to deposits
received from existing customers and paid to landlords by KRESPL. This transaction has been completed as
on May 28, 2024 as per closing condition mentioned in agreement. Considering no business process (other
than ancillary process) has been acquired under this arrangement, this acquisition has been accounted as asset
purchase as per Ind AS 103. Below are the details of asset acquired:
Particulars
` In million
Fair Value of Assets
Property, Plant and Equipments
174.61
Security deposit paid to landlords
32.03
Fair Value of Assets (A)
206.64
Security deposit received from customers
52.34
Fair Value of Liabilities (B)
52.34
Net Assets acquired (A-B)
154.30
Consideration paid for acquisition of assets
174.61
Net receipt on account of security deposits
(20.31)
Total consideration
154.30
46 In financial year 2021, certain anonymous mails/letters were received by Group’s various stakeholders, wherein
one of the shareholders of the Parent Company appointed independent advocates (“Independent Advocates”) for
conducting financial / legal due diligence of such anonymous allegation mails / letters. Based on the due diligence
performed by Independent Advocates and after considering the relevant underlying evidence, it was concluded
that all such allegations appear to be baseless and devoid of any substance other than one matter which is sub-
judice.
Further, the Group noted that certain anonymous and frivolous allegation mails / letters (“communications”)
have been received by the Group including through SEBI and merchant bankers, till the date of signing of these
Consolidated Financial Statements, having unsubstantiated allegations, inter alia, of irregularities in operation
of the Group, illegal / unexplained source of funds, non-payment of borrowings and involvement in abetment to
suicide by certain of its promoters, lack of internal financial controls, discrepancies /illegal activities of the Group,
hiding of financial and operational liabilities of the Group, ongoing investigations by various regulatory authorities
against the Group, certain of its promoters and certain companies in the Group.
The Board of Directors of the Parent Company have considered and analysed the communications and concluded
that such allegations are baseless and frivolous and there is no impact on the operations and Consolidated
Financial Statements of the Group.
Salient features of the financial statement of subsidiaries for the year ended and as at March 31, 2025, pursuant to Section 129
(3) of the Companies Act 2013
Particulars
Smartworks Space
Pte Ltd.
Smartworks Tech
Solutions Private
Limited (refer note
44.1)
Smartworks Office
Services Private
Limited
Smartworks Stellar
Services Private
Limited
Date on which subsidiary was incorporated
March 15, 2024
March 11, 2019
February 26, 2019
April 28, 2022
Country of registration
Singapore
India
India
India
Reporting currency
SGD
INR
INR
INR
Reporting period
Apr'24 to Mar'25
Apr'24 to Mar'25
Apr'24 to Mar'25
Apr'24 to Mar'25
Financial year ended
Mar 31, 2025
Mar 31, 2025
Mar 31, 2025
Mar 31, 2025
Share Capital
187.24
0.10
0.10
0.10
Reserves
11.49
(56.08)
(0.57)
(5.58)
Total Assets
446.44
206.97
0.32
1.20
Total Liabilities
247.70
262.94
0.79
6.68
Turnover
296.03
57.12
-
-
Profit/(loss) before tax
8.76
(25.05)
(0.28)
(0.88)
Tax expenses/(credit)
-
(5.59)
-
-
Profit /(loss) after tax
7.81
(19.46)
(0.28)
(0.88)
% of shareholding
100.00%
100.00%
100.00%
100.00%
Notes :
44.1 Formerly known as Smartworks Coliving Private Limited
Smartworks Coworking Spaces Limited
Smartworks Coworking Spaces Limited
278
279
Corporate Overview
Statutory Reports
Financial Statements
Annual Report 2024-25
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2025
(All amounts are in millions of Indian Rupees, unless stated otherwise)
47 OTHER STATUTORY INFORMATION
(i)
The Group do not have any Benami property, where any proceeding has been initiated or pending against the
Group for holding any Benami property.
(ii) The Group have not traded or invested in Crypto currency or Virtual Currency during the year.
(iii) The Group have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign
entities (Intermediaries) with the understanding that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Group ("Ultimate Beneficiaries") or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
(iv) The Group have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party)
with the understanding (whether recorded in writing or otherwise) that the Group shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Funding Party ("Ultimate Beneficiaries") or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(v) The Group has not entered into any such transaction which is not recorded in the books of accounts that has
been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961
(such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).
(vi) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by
the Group.
(vii) The Group did not have any long-term contracts including derivative contracts for which there were any material
foreseeable losses.
For and on behalf of the Board of Directors of
Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
Sd/-
Neetish Sarda
Managing Director
DIN: 07262894
Place: Gurugram
Date: June 13, 2025
Sd/-
Harsh Binani
Wholetime Director
DIN: 07717396
Place: Gurugram
Date: June 13, 2025
Sd/-
Sahil Jain
Chief Financial Officer
Place: Gurugram
Date: June 13, 2025
Sd/-
Punam Dargar
Company Secretary (M. No.- A56987)
Place: Kolkata
Date: June 13, 2025
Smartworks Coworking Spaces Limited
280
Annual Report 2024-25
SMARTWORKS IS
NOW LISTED.
A NEW CHAPTER
BEGINS.
Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
Regd. Office: Unit No. 305 – 310, Plot No. 9, 10, & 11,
Vardhman Trade Centre, Nehru Place, South Delhi – 110 019.
Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
Regd. Office: Unit No. 305 – 310, Plot No. 9,10, & 11, Vardhman Trade Centre, Nehru Place, South Delhi – 110 019.
Phone No: 0124-6919 400
CIN: L74900DL2015PLC310656
NOTICE OF THE ANNUAL GENERAL MEETING
Notice is hereby given that the Tenth (10th) Annual General Meeting (“AGM”) of the Members of
Smartworks Coworking Spaces Limited (the “Company”) will be held on Monday, 29th September, 2025
at 03:30 P.M. (IST) through Video Conferencing (“VC”)/Other Audio-Visual Means (“OAVM”) facility
means in compliance with General Circulars issued by Ministry of Corporate Affairs and Securities and
Exchange Board of India to transact the following business:
ORDINARY BUSINESS:
1. To receive, consider, and adopt the Audited Annual Standalone and Consolidated Financial
Statements of the Company for the financial year ended 31st March, 2025, together with Auditors’
Report thereon and the Boards' Report.
2. To re-appoint Mr. Harsh Binani (DIN: 07717396), who retires by rotation and being eligible, offers
himself for re-appointment.
Explanation: Based on the terms of appointment, executive directors, non-executive and non-independent
chairman are subject to retirement by rotation. Mr. Harsh Binani, Whole-Time Director, whose office is
liable to retire at the ensuing AGM, being eligible, seeks reappointment. Based on performance evaluation
and recommendation of the Nomination and Remuneration Committee, The Board recommends his
reappointment.
SPECIAL BUSINESS:
3. Appointment of Mr. Ho Kiam Kheong (DIN:08661195) as a Non-Executive Director
To consider and, if thought fit, to pass with or without modification(s), the following resolution as an
Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Section 149, 152, 160 and other applicable provisions,
if any, of the Companies Act, 2013 (the “Act”) and rules made thereunder and applicable provisions of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (including any statutory
modification(s), or re-enactment thereof for the time being in force), and based on recommendations of the
Nomination and Remuneration Committee and the Board of Directors, Mr. Ho Kiam Kheong
(DIN:08661195) appointed as an Additional Director of the Company with effect from September 01, 2025,
to hold office up to the date of ensuing Annual General Meeting, be and is hereby appointed as Director of
the Company, liable to retire by rotation.
RESOLVED FURTHER THAT any Director and Mrs. Punam Dargar, Company Secretary & Compliance
Officer, of the Company, be and are hereby severally authorized to do all such acts, deeds, and things as
may be necessary to give effect to this resolution and for matters connected therewith or incidental thereto.”
Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
Regd. Office: Unit No. 305 – 310, Plot No. 9,10, & 11, Vardhman Trade Centre, Nehru Place, South Delhi – 110 019.
Phone No: 0124-6919 400
CIN: L74900DL2015PLC310656
4. Approval of revised remuneration of Mr. Neetish Sarda (DIN: 07262894), Managing Director
To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special
Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198, 203 and other applicable
provisions, if any, of the Companies Act, 2013 (“the Act”), read with Schedule V to the said Act and the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the applicable
provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI
Listing Regulations”) (including any statutory modification(s) or re-enactment(s) thereof, for the time being
in force), the Articles of Association of the Company, and in furtherance and partial modification of the
resolution passed by the Members at the Annual General Meeting held on August 03, 2024, and based on
the recommendation of the Nomination and Remuneration Committee and approval of the Board of
Directors, and such other regulatory or governmental approvals as may be required, the approval of the
Members be and is hereby accorded for the payment of remuneration to Mr. Neetish Sarda (DIN: 07262894),
as Managing Director of the Company, for the remaining term upto March 07, 2026, in the manner specified
in the Explanatory Statement, notwithstanding that such remuneration may exceed the limits prescribed
under Section 197(1) read with Schedule V of the Act and Regulation 17(6)(e)(ii) of SEBI Listing
Regulations, in case of inadequacy of profits or loss during the aforesaid period.
RESOLVED FURTHER THAT the present term of appointment shall continue upto 07 March 2026 and
other terms and conditions of Mr. Neetish Sarda’s appointment as Managing Director shall remain
unchanged except to the extent of the remuneration approved herein.
RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to alter, vary or revise
the scope and structure of the remuneration payable to Mr. Neetish Sarda, including the monetary value
thereof, from time to time, in such manner as may be deemed appropriate, subject to the overall limits
specified under this resolution and in accordance with the applicable provisions of the Act and the SEBI
Listing Regulations.
RESOLVED FURTHER THAT any Director and Mrs. Punam Dargar, Company Secretary & Compliance
Officer, of the Company, be and are hereby severally authorized to do all such acts, deeds, and things as
may be necessary to give effect to this resolution and for matters connected therewith or incidental thereto.”
Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
Regd. Office: Unit No. 305 – 310, Plot No. 9,10, & 11, Vardhman Trade Centre, Nehru Place, South Delhi – 110 019.
Phone No: 0124-6919 400
CIN: L74900DL2015PLC310656
5. Approval of revised remuneration of Mr. Harsh Binani (DIN: 07717396), Whole Time Director
To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special
Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198, 203 and other applicable
provisions, if any, of the Companies Act, 2013 (“the Act”), read with Schedule V to the said Act and the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the applicable
provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI
Listing Regulations”) (including any statutory modification(s) or re-enactment(s) thereof, for the time being
in force), the Articles of Association of the Company, and in furtherance and partial modification of the
resolution passed by the Members at the Annual General Meeting held on August 03, 2024, and based on
the recommendation of the Nomination and Remuneration Committee and approval of the Board of
Directors, and such other regulatory or governmental approvals as may be required, the approval of the
Members be and is hereby accorded for the payment of remuneration to Mr. Harsh Binani (DIN: 07717396),
as the Whole-time Director of the Company for the remaining term upto September 30, 2027, in the manner
specified in the Explanatory Statement, notwithstanding that such remuneration may exceed the limits
prescribed under Section 197(1) read with Schedule V of the Act and Regulation 17(6)(e)(ii) of SEBI
Listing Regulations, in case of inadequacy of profits or loss during the aforesaid period.
RESOLVED FURTHER THAT the present term of appointment shall continue upto September 30, 2027
(“Tenure”), and other terms and conditions of Mr. Harsh Binani’s appointment as Whole-time Director
shall remain unchanged, except to the extent of the remuneration approved herein.
RESOLVED FURTHER THAT in the event the Company has adequate profits in any financial year
during the Tenure of Mr. Harsh Binani, the Board of Directors be and is hereby authorized, based on the
recommendation of the Nomination and Remuneration Committee, to determine and fix the remuneration
payable to him within the limits prescribed under Section 197(1) read with Schedule V of the Act and
Regulation 17(6) of the SEBI Listing Regulations, without requiring further approval of the Members.
RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to alter, vary or revise
the scope and structure of the remuneration payable to Mr. Harsh Binani, including the monetary value
thereof, from time to time, in such manner as may be deemed appropriate, subject to the overall limits
specified under this resolution and in accordance with the applicable provisions of the Act and the SEBI
Listing Regulations.
RESOLVED FURTHER THAT any Director and Mrs. Punam Dargar, Company Secretary & Compliance
Officer, of the Company, be and are hereby severally authorized to do all such acts, deeds, and things as
may be necessary to give effect to this resolution and for matters connected therewith or incidental thereto.”
Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
Regd. Office: Unit No. 305 – 310, Plot No. 9,10, & 11, Vardhman Trade Centre, Nehru Place, South Delhi – 110 019.
Phone No: 0124-6919 400
CIN: L74900DL2015PLC310656
6. Re-appointment of Mr. Neetish Sarda as Managing Director
To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Special
Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198, 203 and other applicable
provisions, if any, of the Companies Act, 2013 (“the Act”), read with Schedule V to the said Act and the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the applicable
provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI
Listing Regulations”) (including any statutory modification(s) or re-enactment(s) thereof, for the time being
in force), the Articles of Association of the Company and based on the recommendation of the Nomination
and Remuneration Committee and approval of the Board of Directors, and subject to such regulatory or
governmental approvals as may be necessary, the approval of the Members be and is hereby accorded for
the appointment of Mr. Neetish Sarda (DIN: 07262894) as Managing Director, for a period of 5 years with
effect from March 08, 2026, to March 07, 2031 (“Tenure”), as per the terms and conditions of appointment
including remuneration as detailed in the Explanatory Statement, notwithstanding that such remuneration
may exceed the limits prescribed under Section 197(1) read with Schedule V of the Act and Regulation
17(6)(e)(ii) of SEBI Listing Regulations, in case of inadequacy of profits or loss during the aforesaid period.
RESOLVED FURTHER THAT if the Company has a loss for a period exceeding three (3) consecutive
financial years, the remuneration payable to Mr. Neetish Sarda shall be subject to the approval of the
Members in accordance with the provisions of Schedule V of the Companies Act, 2013, and any further
regulatory requirements.
RESOLVED FURTHER THAT in the event the Company has adequate profits in any financial year
during the Tenure of Mr. Neetish Sarda, the Board of Directors be and is hereby authorized, based on the
recommendation of the Nomination and Remuneration Committee, to determine and fix the remuneration
payable to him within the limits prescribed under Section 197(1) read with Schedule V of the Act and
Regulation 17(6) of the SEBI Listing Regulations, without requiring further approval of the Members.
RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to alter, vary or revise
the scope and structure of the remuneration payable to Mr. Neetish Sarda, including the monetary value
thereof, from time to time, in such manner as may be deemed appropriate, subject to the overall limits
specified under this resolution and in accordance with the applicable provisions of the Act and the SEBI
Listing Regulations.
RESOLVED FURTHER THAT any Director and Mrs. Punam Dargar, Company Secretary & Compliance
Officer, of the Company, be and are hereby severally authorized to do all such acts, deeds, and things as
may be necessary to give effect to this resolution and for matters connected therewith or incidental thereto.”
Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
Regd. Office: Unit No. 305 – 310, Plot No. 9,10, & 11, Vardhman Trade Centre, Nehru Place, South Delhi – 110 019.
Phone No: 0124-6919 400
CIN: L74900DL2015PLC310656
7. Ratification of the Employees Stock Option Plan 2022 (“ESOP 2022”)
To consider and, if thought fit, to pass with or without modification(s), the following resolution as a
Special Resolution:
RESOLVED THAT pursuant to Section 62(1)(b) and other applicable provisions of the Companies Act,
2013 read with Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014, the Securities and
Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws (including
any statutory modification(s) or re-enactment thereof), and in accordance with the Memorandum and
Articles of Association of the Company, the Employee Stock Option Plan 2022 (“ESOP Scheme”), as
approved by the Members at the Extraordinary General Meeting held on 24 February, 2023 and amended
in Annual General Meeting held on 03 August, 2024 the ratification of the ESOP Scheme as recommended
by the Board of Directors of the Company and/or the Nomination and Remuneration Committee (NRC)
be and is hereby approved and it is further noted that out of the total pool size of 9,50,000 (Nine-Lakh
Fifty Thousand Only) stock options, each convertible into one equity share of INR 10/- fully paid and
ranking pari passu with the existing equity shares of the Company upon allotment, certain stock options
have already been granted and vested and the Board of Directors of the Company (including any
Committee authorized by the Board including Nomination and Remuneration Committee) be and is hereby
authorized to create, grant, offer, issue, reissue or transfer, in one or more tranches, the balance stock
options, including by way of re-issuance of lapsed, surrendered or cancelled options under the Scheme,
for the benefit of eligible employees of the Company in accordance with applicable laws.”
RESOLVED FURTHER THAT for the purpose of giving effect to the above resolutions, Mr. Neetish
Sarda (DIN: 07262894), Managing Director, or Mr. Harsh Binani (DIN: 07717396), Whole-time Director,
or Mrs. Punam Dargar, Company Secretary & Compliance Officer of the Company, be and are hereby
severally authorized to take all necessary steps for implementation of the ESOP Scheme, including
evolving, deciding upon, and bringing into effect the Scheme, and to modify, suspend, withdraw, or revive
the Scheme from time to time, as may be required by any statutory authority or under applicable laws,
provided that such changes are not detrimental to the interests of eligible employees.
RESOLVED FURTHER THAT the aforesaid authorized persons be empowered to do all such acts,
deeds, matters and things as may be necessary, expedient or desirable to give effect to the Scheme,
including taking all necessary steps for listing of the equity shares arising on exercise of options on the
Stock Exchanges, and to settle any questions, difficulties or doubts that may arise in this regard, without
requiring any further consent or approval of the members of the Company.”
Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
Regd. Office: Unit No. 305 – 310, Plot No. 9,10, & 11, Vardhman Trade Centre, Nehru Place, South Delhi – 110 019.
Phone No: 0124-6919 400
CIN: L74900DL2015PLC310656
8. Ratification of the extension of benefits under Employees Stock Option Plan 2022 (“ESOP 2022) to
the employees of Subsidiary Companies
To consider and, if thought fit, to pass with or without modification(s), the following resolution as a
Special Resolution:
“RESOLVED THAT pursuant to Section 62(1)(b) and other applicable provisions of the Companies Act,
2013, read with Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014, the Securities and
Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, the SEBI
(Listing Obligations and Disclosure Requirements)Regulations, 2015, and other applicable laws
(including any statutory modification(s) or re-enactment thereof), and in accordance with the
Memorandum and Articles of Association of the Company, and on the recommendation of Nomination
and Remuneration Committee and the Board of Directors, the approval of the shareholders be and is hereby
accorded to extend the benefits of the Employee Stock Option Plan 2022 (“ESOP Scheme”) to the
employees of present and future subsidiaries (the “Subsidiaries) of the Company, as may be determined
by the Board of Directors of the Company (including any Committee duly authorized by the Board).
RESOLVED FURTHER THAT all terms, conditions, powers, and authorisations as set out in the
resolution approving and ratifying the ESOP Scheme for the employees of the Company, including those
relating to administration, modification, and implementation, shall mutatis mutandis apply to the grant of
options to the employees of the Subsidiaries.”
RESOLVED FURTHER THAT any Director and Mrs. Punam Dargar, Company Secretary & Compliance
Officer, of the Company, be and are hereby severally authorized to do all such acts, deeds, and things as
may be necessary to give effect to this resolution and for matters connected therewith or incidental thereto.”
9. Appointment of M/s. SBYN & Associates LLP, Company Secretaries, as Secretarial Auditor
To consider and, if thought fit, to pass with or without modification(s), the following resolution as an
Ordinary Resolution:
“RESOLVED THAT pursuant to the provision of Section 204(1) of the Companies Act 2013, Rule 9 of
the companies (Appointment and Remuneration Personnel) Rules 2014 and other applicable provisions any
of the Companies Act 2013, read with Regulation 24A of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, and on the recommendation of the
Audit Committee and the Board of Directors of the Company, M/s. SBYN & Associates LLP, Company
Secretaries (FRN: L2025UP018500) be and are hereby appointed as Secretarial Auditor of the Company
to conduct the Secretarial Audit for a period of five (5) consecutive years from the conclusion of 10th
(Tenth) Annual General Meeting of the Company until the conclusion of 15th (Fifteenth) Annual General
Meeting of the Company, to be held for the financial year 2029-30, on such terms and conditions, including
remuneration as determined by the Board of Directors (hereinafter referred to as the‘Board’which
expression shall include any Committee thereof or person(s) authorized by the Board).
Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
Regd. Office: Unit No. 305 – 310, Plot No. 9,10, & 11, Vardhman Trade Centre, Nehru Place, South Delhi – 110 019.
Phone No: 0124-6919 400
CIN: L74900DL2015PLC310656
RESOLVED FURTHER THAT approval of the Members is hereby accorded to the Board to avail or
obtain from the Secretarial Auditor, such other services or certificates or reports which the Secretarial
Auditor may be eligible to provide or issue under the applicable laws at a remuneration to be determined by
the Board.
RESOLVED FURTHER THAT any Director and Mrs. Punam Dargar, Company Secretary & Compliance
Officer, of the Company, be and are hereby severally authorized to do all such acts, deeds, and things as
may be necessary to give effect to this resolution and for matters connected therewith or incidental thereto.”
10. Approval of Consultancy Services from Mr. Atul Gautam, Non-Executive Director
To consider and, if thought fit, to pass with or without modification(s), the following resolution as an
Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Section 188 of the Companies Act, 2013, read with
Rule 15 of the Companies (Meeting of Board and its Powers) Rules 2014 and other applicable provisions,
if any, of the Companies Act, 2013, (including any statutory modifications or re-enactment thereof) and on
the recommendation of the Audit Committee of the Company, and approval of the Board of Directors of the
Company, the consent of the Members of the Company be and is hereby accorded to approve the related
party transaction with Mr. Atul Gautam, Non-Executive Director of the Company, in ordinary course of
business as per the details mentioned below:
Particulars
Remarks
Name of Related Party
Mr. Atul Gautam
Nature of Relationship with Related Party
Non-Executive Director
Nature of Contract or Arrangement
Availing of Consultancy services
Duration of Contract or Arrangement and particulars of
the Contract
12 Months for Advisory Charges
Material terms and Monetary Value of the Contract or
Arrangements including the value, if any
Monthly Professional Fees of INR 3,00,000/-
Duration – 12 Months
Any advance paid or received for the Contract or
Arrangement, if any
NIL
Manner of determining pricing and other commercial
terms, both included as part of Contract and not
considered as part of the contract
Industry Standard (Arm’s length pricing basis
the industry standard for relevant experience)
Details of factors not considered relevant for the contract
with the rationale for not considering those factors
NIL
Any other information relevant or important for the
members to take a decision on the proposed resolution
N.A.
RESOLVED FURTHER THAT Mr. Neetish Sarda (DIN: 07262894), Managing Director or Mr. Harsh
Binani (DIN: 07717396) Whole Time Director, or Mrs. Punam Dargar, Company Secretary & Compliance
Officer, of the Company be and are hereby severally authorized, to negotiate the terms & conditions,
Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
Regd. Office: Unit No. 305 – 310, Plot No. 9,10, & 11, Vardhman Trade Centre, Nehru Place, South Delhi – 110 019.
Phone No: 0124-6919 400
CIN: L74900DL2015PLC310656
finalize, execute, sign, amend, modify, renew such agreements, schedules, annexes, supplements,
memorandums, writings, deeds, papers, letters and documents as may be required for this transaction;
RESOLVED FURTHER THAT Mr. Neetish Sarda (DIN: 07262894), Managing Director or Mr. Harsh
Binani (DIN: 07717396) Whole Time Director, or Mrs. Punam Dargar, Company Secretary & Compliance
Officer, of the Company be and are hereby severally authorized to do all such things acts, deeds, things,
matters as they may consider necessary and expedient to give effect to the above resolution.”
For and on behalf of the Board of Directors
Smartworks Coworking Spaces Limited
Sd/-
Punam Dargar
Company Secretary & Compliance Officer
(Mem. No.: A56987)
Address: Unit No. 305-310, Plot No 9, 10 & 11 Vardhman Trade Centre
Nehru Place, South Delhi-110019
Date: 1st September, 2025
Place: Kolkata
Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
Regd. Office: Unit No. 305 – 310, Plot No. 9,10, & 11, Vardhman Trade Centre, Nehru Place, South Delhi – 110 019.
Phone No: 0124-6919 400
CIN: L74900DL2015PLC310656
NOTES:
1. Pursuant to the General Circular Nos. 14/ 2020 dated 8th April 2020 and 17/2020 dated 13th April 2020,
followed by General Circular no. 20/2020 dated 05th May, 2020; General Circular no. 02/2022 dated
05th May, 2022, General Circular no. 10/2022 dated 28th December, 2022 and General Circular No.
09/2023 dated 25th September, 2023, and subsequent circulars issued in this regard, the latest being
General Circular no. 09/2024 dated 19th September, 2024 (“MCA Circulars”) issued by Ministry of
Corporate Affairs (“MCA”) and Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated
October 3, 2024 issued by the Securities and Exchange Board of India ("SEBI") read with other
applicable circulars and notifications issued by SEBI in this regard (collectively to be referred to as
"SEBI Circulars"), Companies are allowed to convene Annual General Meetings (“AGM”) on or
before 30th September, 2025 through Video Conferencing (VC) or Other Audio Visual Mode (OAVM),
without the physical presence of members at a deemed venue. Hence, in compliance with the said
circulars and provisions of the Companies Act, 2013 (the "Act") and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the AGM of the Company
is being held through VC/OAVM.
2. PURSUANT TO THE PROVISIONS OF THE ACT, A MEMBER ENTITLED TO ATTEND
AND VOTE AT THE AGM IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE
ON HIS/HER BEHALF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.
SINCE THIS AGM IS BEING HELD PURSUANT TO THE MCA CIRCULARS THROUGH
VC OR OAVM FACILITY, THE REQUIREMENT OF PHYSICAL ATTENDANCE OF
MEMBERS HAS BEEN DISPENSED WITH. Pursuant to the MCA Circulars and SEBI Circulars
the facility to appoint proxy to attend and cast vote for the members is not available for this AGM.
However, in pursuance of Section 113 of the Act, the Institutional Members/Body Corporates are
entitled to appoint authorised representatives are mandatorily required to send a scanned copy (PDF/JPG
Format) of its Board or Governing Body Resolution/Authorization etc. to attend the AGM through
VC/OAVM and participate there at and cast their votes through e-voting. The said Resolution/
Authorization shall be sent to the Scrutinizer by email through its registered email address to
scrutinizer.sba@gmail.com with a copy marked to e-voting@nsdl.co.in Institutional Members/ Body
Corporate can also upload their Board resolutions/ Power of Attorney/ Authority Letter before the date
of AGM.
3. Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013 read with the SEBI
Listing Regulations and the Secretarial Standard on General Meetings (“SS-2”) issued by the Institute
of Company Secretaries of India (“ICSI”), setting out material facts relating to businesses under Item
no. 03 to 09 are included to be considered in the ensuing AGM.
4. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled
time of the commencement of the Meeting by following the procedure mentioned in the Notice. The
facility of participation at the AGM through VC/OAVM will be made available for 1000 members on
first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more
shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the
Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
Regd. Office: Unit No. 305 – 310, Plot No. 9,10, & 11, Vardhman Trade Centre, Nehru Place, South Delhi – 110 019.
Phone No: 0124-6919 400
CIN: L74900DL2015PLC310656
Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders
Relationship Committee, Auditors etc. who are allowed to attend the AGM without restrictions on
account of first come first served basis.
5. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose
of reckoning the quorum under Section 103 of the Companies Act, 2013.
6. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names
will be entitled to vote at the Meeting.
7. In Compliance with the provisions of Section 108 of the Act read with Rule 20 of the Companies
(Management and Administration) Rules, 2014 (as amended), SS-2 issued by the ICSI and Regulation
44 of SEBI Listing Regulations (as amended), and the Circulars issued by MCA from time to time, the
Company is providing facility of remote e-Voting to its Members in respect of the business to be
transacted at the AGM. For this purpose, the Company has entered into an agreement with National
Securities Depository Limited (“NSDL”) for facilitating voting through electronic means, as the
authorized agency. The facility of casting votes by a member using remote e-Voting system as well as
e-voting on the date of the AGM will be provided by NSDL.
As the AGM will be held through VC/OAVM, the route map of the venue of the Meeting is not annexed
hereto. The deemed venue for the AGM shall be the registered office of the Company. Cut-off date for
the for the purpose of reckoning members/beneficial owners entitled to e-vote & attend AGM through
VC/OAVM is Monday, 22nd September, 2025 (E-Voting Cut-Off).
8. Information regarding particulars of the Director(s) seeking appointment/re-appointment as required the
provisions of SS-2 and as per Regulation 36(3) of the SEBI Listing Regulations, as applicable, forms
part of this Notice. The Company has received the requisite consent/declarations from the Directors for
their appointment/re-appointment under the Act and the rules made thereunder.
9. In terms of provisions of Section 107 of the Act since the resolutions as set out in the notice are being
conducted through e-voting, the said resolutions will not be decided by show of hands at the AGM.
10. Members holding shares in demat form are requested to provide their e-mail address, mobile number,
and details relating to nomination to their Depository Participant(s) (“DP's”), in case the same are not
updated.
11. In line with the MCA Circulars and SEBI Circulars, Notice of the AGM along with the Annual Report
for the FY 2024-25 is being sent only through electronic mode to those Members whose E-mail ID is
registered with the Company/Depository Participants (“DPs”). Members may note that the Notice and
Annual Report for the FY 2024-25 will also be available on the Company’s website at
https://www.smartworksoffice.com/ website of the Stock Exchanges, i.e. and National Stock
Exchange of India Limited and BSE Limited at www.nseindia.com and www.bseindia.com
respectively, and on the website of NSDL at www.evoting.nsdl.com. Further, in terms of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 for those members whose email id is not
Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
Regd. Office: Unit No. 305 – 310, Plot No. 9,10, & 11, Vardhman Trade Centre, Nehru Place, South Delhi – 110 019.
Phone No: 0124-6919 400
CIN: L74900DL2015PLC310656
registered, a letter providing the web-link, including the exact path where complete details of the Notice
and Annual Report are available, will be sent at their registered address.
However, the Members of the Company may request physical copy of the Notice along with the Annual
Report from the Company by sending a request at investor_relations@sworks.co.in, in case they wish
to obtain the same. The members are requested to mention their Name/Folio No./ DP ID and Client ID
while submitting the aforesaid request.
12. In compliance with the aforesaid MCA Circulars and SEBI Circulars, your Company is sending notice
of meeting and other documents through electronic mode only, to all the members whose names are
recorded in the Register of Members or in the Register of Beneficial Owners maintained by the
depositories as on Friday, 29th August, 2025, the (the “Cut-off date”). Any person who acquires shares
of the Company and becomes Member of the Company after Friday, 29th August, 2025, being the date
reckoned for the dispatch of the AGM Notice & Annual Report and who holds shares as on the E-
Voting Cut-Off i.e. September 22nd, 2025 may get their e-mail id registered as per the procedure
mentioned herein below and they may obtain the User Id and password in the manner stated in the Other
instructions.
13. SEBI vide Circular Nos. SEBI/HO/OIAE/OIAE_IAD-1/P/ CIR/2023/131 dated July 31, 2023, and
SEBI/HO/OIAE/ OIAE_IAD-1/P/CIR/2023/135 dated August 4, 2023, read with Master Circular No.
SEBI/HO/ OIAE/OIAE_IAD-1/P/ CIR/2023/145 dated July 31, 2023 (updated as on August 11, 2023),
has established a common Online Dispute Resolution Portal (“ODR Portal”) for resolution of disputes
arising in the Indian Securities Market. Pursuant to abovementioned circulars, post exhausting the option
to resolve their grievances with the RTA/ Company directly and through existing SCORES platform,
the investors can initiate dispute resolution through the ODR Portal (https://smartodr. in/login) and the
same can also be accessed through the Company’s website at https://www.smartworksoffice.com/
Pursuant to above-mentioned circulars, post exhausting the option to resolve their grievances with the
RTA/ Company directly and through existing SCORES platform, the investors can initiate dispute
resolution through the ODR Portal (https://smartodr.in/login) and the same can also be accessed through
the Company’s website mentioned above.
14. As per the provisions of Section 72 of the Act, the facility for making nomination is available for the
Members in respect of the shares held by them. Members who have not yet registered their nomination
are requested to register the same by submitting the said details to the Depository Participant in case the
shares are held by them in dematerialised form.
PROCEDURE FOR SPEAKER REGISTRATION OR TO RAISE QUESTIONS/QUERIES
15. The Members who have any questions on financial statements or on any agenda item proposed in the
notice of AGM are requested to send their queries in advance, at least seven days before AGM through
E-mail at investor_relations@sworks.co.in by mentioning their name, DP ID and Client ID/ Folio No.,
E-mail ID, mobile number.
Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
Regd. Office: Unit No. 305 – 310, Plot No. 9,10, & 11, Vardhman Trade Centre, Nehru Place, South Delhi – 110 019.
Phone No: 0124-6919 400
CIN: L74900DL2015PLC310656
Members who would like to express their views/ask questions as a speaker at the Meeting may pre-
register themselves by sending a request from their registered e-mail address mentioning their names,
DP ID and Client ID/folio number, PAN and mobile number at companysecretary@sworks.co.in
between 23rd September, 2025 (9.00 a.m. IST) and 26th September, 2025 (5.00 p.m. IST). Only those
Members who have pre-registered themselves as a speaker will be allowed to express their views/ask
questions during the AGM. The Company reserves the right to restrict the number of speakers depending
on the availability of time for the AGM.
16. All shareholders attending the AGM will have the option to post their comments/queries through a
dedicated Chat box that will be available below the Meeting screen.
17. The Register of Directors and Key Managerial Personnel and their shareholding maintained under
Section 170 of the Act, the Register of Contracts or Arrangements in which the Directors are interested,
maintained under Section 189 of the Act, and the Certificate from Secretarial Auditors of the Company
certifying that the Employee Stock Option Scheme of the Company are being implemented in
accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 along
with other documents referred to in the Notice and Explanatory Statement, shall be made available for
inspection by the Members upto the conclusion of the AGM by sending a request to
investor_relations@sworks.co.in.
18. Non-Resident Indian Members are requested to inform CB Management Services (P) Limited /their
respective DPs, immediately of (a) change in their residential status on return to India for permanent
settlement; and (b) particulars of their bank accounts maintained in India with complete details.
THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING ANNUAL
GENERAL MEETING ARE AS UNDER:
1. The remote e-voting period begins on Friday, September 26, 2025 at 09:00 A.M. and ends on Sunday,
September 28, 2025 at 05:00 P.M. The remote e-voting module shall be disabled by NSDL for voting
thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the
E-Voting Cut-Off Date i.e. Monday, September 22, 2025 may cast their vote electronically. The voting
right of shareholders shall be in proportion to their share in the paid-up equity share capital of the
Company as on the cut-off date, being Monday, September 22, 2025.
2. A person who is not a Member as on the cut-off date should treat this Notice for information purpose
only.
How do I vote electronically using NSDL e-Voting system?
The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned
below:
Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
Regd. Office: Unit No. 305 – 310, Plot No. 9,10, & 11, Vardhman Trade Centre, Nehru Place, South Delhi – 110 019.
Phone No: 0124-6919 400
CIN: L74900DL2015PLC310656
Step 1: Access to NSDL e-Voting system
A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding
securities in demat mode
In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies,
Individual shareholders holding securities in demat mode are allowed to vote through their demat
account maintained with Depositories and Depository Participants. Shareholders are advised to update
their mobile number and email Id in their demat accounts in order to access e-Voting facility.
Login method for Individual shareholders holding securities in demat mode is given below:
Type of shareholders
Login Method
Individual
Shareholders
holding securities in demat
mode with NSDL.
1. For
OTP
based
login
you
can
click
on https://eservices.nsdl.com/SecureWeb/evoting/evotingl
ogin.jsp. You will have to enter your 8-digit DP ID,8-digit
Client Id, PAN No., Verification code and generate OTP.
Enter the OTP received on registered email id/mobile
number and click on login. After successful authentication,
you will be redirected to NSDL Depository site wherein
you can see e-Voting page. Click on company name or e-
Voting service provider i.e. NSDL and you will be
redirected to e-Voting website of NSDL for casting your
vote during the remote e-Voting period or joining virtual
meeting & voting during the meeting.
2. Existing IDeAS user can visit the e-Services website of
NSDL Viz. https://eservices.nsdl.com either on a Personal
Computer or on a mobile. On the e-Services home page
click on the “Beneficial Owner” icon under “Login”
which is available under ‘IDeAS’ section , this will prompt
you to enter your existing User ID and Password. After
successful authentication, you will be able to see e-Voting
services under Value added services. Click on “Access to
e-Voting” under e-Voting services and you will be able to
see e-Voting page. Click on company name or e-Voting
service provider i.e. NSDL and you will be re-directed to
e-Voting website of NSDL for casting your vote during the
remote e-Voting period or joining virtual meeting & voting
during the meeting.
Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
Regd. Office: Unit No. 305 – 310, Plot No. 9,10, & 11, Vardhman Trade Centre, Nehru Place, South Delhi – 110 019.
Phone No: 0124-6919 400
CIN: L74900DL2015PLC310656
3. If you are not registered for IDeAS e-Services, option to
register is available at https://eservices.nsdl.com. Select
“Register Online for IDeAS Portal” or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
4. Visit the e-Voting website of NSDL. Open web browser by
typing the following URL: https://www.evoting.nsdl.com/
either on a Personal Computer or on a mobile. Once the
home page of e-Voting system is launched, click on the icon
“Login” which is available under ‘Shareholder/Member’
section. A new screen will open. You will have to enter
your User ID (i.e. your sixteen digit demat account number
hold with NSDL), Password/OTP and a Verification Code
as shown on the screen. After successful authentication,
you will be redirected to NSDL Depository site wherein
you can see e-Voting page. Click on company name or e-
Voting service provider i.e. NSDL and you will be
redirected to e-Voting website of NSDL for casting your
vote during the remote e-Voting period or joining virtual
meeting & voting during the meeting.
5. Shareholders/Members can also download NSDL Mobile
App “NSDL Speede” facility by scanning the QR code
mentioned below for seamless voting experience.
Individual
Shareholders
holding securities in demat
mode with CDSL
1. Users who have opted for CDSL Easi / Easiest facility,
can login through their existing user id and password.
Option will be made available to reach e-Voting page
without any further authentication. The users to login Easi
/Easiest
are
requested
to
visit
CDSL
website
www.cdslindia.com and click on login icon & New
System Myeasi Tab and then user your existing my easi
username & password.
Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
Regd. Office: Unit No. 305 – 310, Plot No. 9,10, & 11, Vardhman Trade Centre, Nehru Place, South Delhi – 110 019.
Phone No: 0124-6919 400
CIN: L74900DL2015PLC310656
2. After successful login the Easi / Easiest user will be able
to see the e-Voting option for eligible companies where
the evoting is in progress as per the information provided
by company. On clicking the evoting option, the user will
be able to see e-Voting page of the e-Voting service
provider for casting your vote during the remote e-Voting
period or joining virtual meeting & voting during the
meeting. Additionally, there is also links provided to
access the system of all e-Voting Service Providers, so
that the user can visit the e-Voting service providers’
website directly.
3. If the user is not registered for Easi/Easiest, option to
register is available at CDSL website www.cdslindia.com
and click on login & New System Myeasi Tab and then
click on registration option.
4. Alternatively, the user can directly access e-Voting page
by providing Demat Account Number and PAN No. from
a e-Voting link available on www.cdslindia.com home
page. The system will authenticate the user by sending
OTP on registered Mobile & Email as recorded in the
Demat Account. After successful authentication, user will
be able to see the e-Voting option where the evoting is in
progress and also able to directly access the system of all
e-Voting Service Providers.
Individual
Shareholders
(holding securities in demat
mode) login through their
depository participants
You can also login using the login credentials of your demat
account through your Depository Participant registered with
NSDL/CDSL for e-Voting facility. upon logging in, you will be
able to see e-Voting option. Click on e-Voting option, you will
be redirected to NSDL/CDSL Depository site after successful
authentication, wherein you can see e-Voting feature. Click on
company name or e-Voting service provider i.e. NSDL and you
will be redirected to e-Voting website of NSDL for casting your
vote during the remote e-Voting period or joining virtual
meeting & voting during the meeting.
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User
ID and Forget Password option available at abovementioned website.
Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
Regd. Office: Unit No. 305 – 310, Plot No. 9,10, & 11, Vardhman Trade Centre, Nehru Place, South Delhi – 110 019.
Phone No: 0124-6919 400
CIN: L74900DL2015PLC310656
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related
to login through Depository i.e. NSDL and CDSL.
Login type
Helpdesk details
Individual
Shareholders
holding securities in demat
mode with NSDL
Members facing any technical issue in login can contact NSDL
helpdesk by sending a request at evoting@nsdl.com or call at
022 - 4886 7000
Individual Shareholders
holding securities in demat
mode with CDSL
Members facing any technical issue in login can contact CDSL
helpdesk by sending a request at
helpdesk.evoting@cdslindia.com or contact at toll free no.
1800-21-09911
B) Login Method for e-Voting and joining virtual meeting for shareholders other than
Individual shareholders holding securities in demat mode and shareholders holding
securities in physical mode.
How to Log-in to NSDL e-Voting website?
1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:
https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
2. Once the home page of e-Voting system is launched, click on the icon “Login” which
is available under ‘Shareholder/Member’ section.
3. A new screen will open. You will have to enter your User ID, your Password/OTP
and a Verification Code as shown on the screen.
Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at
https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to
NSDL eservices after using your log-in credentials, click on e-Voting and you can
proceed to Step 2 i.e. Cast your vote electronically.
4. Your User ID details are given below :
Manner of holding shares i.e. Demat
(NSDL or CDSL) or Physical
Your User ID is:
a) For Members who hold shares in
demat account with NSDL.
8 Character DP ID followed by 8 Digit
Client ID
Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
Regd. Office: Unit No. 305 – 310, Plot No. 9,10, & 11, Vardhman Trade Centre, Nehru Place, South Delhi – 110 019.
Phone No: 0124-6919 400
CIN: L74900DL2015PLC310656
For example if your DP ID is IN300***
and Client ID is 12****** then your user
ID is IN300***12******.
b) For Members who hold shares in
demat account with CDSL.
16 Digit Beneficiary ID
For example if your Beneficiary ID is
12************** then your user ID is
12**************
c) For Members holding shares in
Physical Form.
EVEN Number followed by Folio
Number registered with the company
For example if folio number is 001***
and EVEN is 101456 then user ID is
101456001***
5. Password details for shareholders other than Individual shareholders are given below:
a) If you are already registered for e-Voting, then you can user your existing
password to login and cast your vote.
b) If you are using NSDL e-Voting system for the first time, you will need to
retrieve the ‘initial password’ which was communicated to you. Once you
retrieve your ‘initial password’, you need to enter the ‘initial password’ and
the system will force you to change your password.
c) How to retrieve your ‘initial password’?
(i)
If your email ID is registered in your demat account or with the
company, your ‘initial password’ is communicated to you on your
email ID. Trace the email sent to you from NSDL from your mailbox.
Open the email and open the attachment i.e. a .pdf file. Open the .pdf
file. The password to open the .pdf file is your 8 digit client ID for
NSDL account, last 8 digits of client ID for CDSL account or folio
number for shares held in physical form. The .pdf file contains your
‘User ID’ and your ‘initial password’.
(ii)
If your email ID is not registered, please follow steps mentioned below
in process for those shareholders whose email ids are not
registered.
Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
Regd. Office: Unit No. 305 – 310, Plot No. 9,10, & 11, Vardhman Trade Centre, Nehru Place, South Delhi – 110 019.
Phone No: 0124-6919 400
CIN: L74900DL2015PLC310656
6. If you are unable to retrieve or have not received the “Initial password” or have
forgotten your password:
a) Click on “Forgot User Details/Password?”(If you are holding shares in your
demat
account
with
NSDL
or
CDSL)
option
available
on
www.evoting.nsdl.com.
b) Physical User Reset Password?” (If you are holding shares in physical mode)
option available on www.evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send
a request at evoting@nsdl.com mentioning your demat account number/folio
number, your PAN, your name and your registered address etc.
d) Members can also use the OTP (One Time Password) based login for casting
the votes on the e-Voting system of NSDL.
7. After entering your password, tick on Agree to “Terms and Conditions” by selecting
on the check box.
8. Now, you will have to click on “Login” button.
9. After you click on the “Login” button, Home page of e-Voting will open.
Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.
How to cast your vote electronically and join General Meeting on NSDL e-Voting
system?
1. After successful login at Step 1, you will be able to see all the companies “EVEN” in
which you are holding shares and whose voting cycle and General Meeting is in active
status.
2. Select “EVEN” of company for which you wish to cast your vote during the remote e-
Voting period and casting your vote during the General Meeting. For joining virtual
meeting, you need to click on “VC/OAVM” link placed under “Join Meeting”.
3. Now you are ready for e-Voting as the Voting page opens.
4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the
number of shares for which you wish to cast your vote and click on “Submit” and also
“Confirm” when prompted.
5. Upon confirmation, the message “Vote cast successfully” will be displayed.
6. You can also take the printout of the votes cast by you by clicking on the print option
on the confirmation page.
7. Once you confirm your vote on the resolution, you will not be allowed to modify your
vote.
Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
Regd. Office: Unit No. 305 – 310, Plot No. 9,10, & 11, Vardhman Trade Centre, Nehru Place, South Delhi – 110 019.
Phone No: 0124-6919 400
CIN: L74900DL2015PLC310656
General Guidelines for shareholders
1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send
scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc.
with attested specimen signature of the duly authorized signatory(ies) who are authorized
to vote, to the Scrutinizer by e-mail to scrutinizer.sba@gmail.com with a copy marked
to evoting@nsdl.com. Institutional shareholders (i.e. other than individuals, HUF, NRI
etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc.
by clicking on "Upload Board Resolution / Authority Letter" displayed under “e-Voting”
tab in their login.
2. It is strongly recommended not to share your password with any other person and take
utmost care to keep your password confidential. Login to the e-voting website will be
disabled upon five unsuccessful attempts to key in the correct password. In such an event,
you will need to go through the “Forgot User Details/Password?” or “Physical User Reset
Password?” option available on www.evoting.nsdl.com to reset the password.
3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for
Shareholders and e-voting user manual for Shareholders available at the download section
of www.evoting.nsdl.com or call on.: 022 - 4886 7000 or send a request to Ms. Pallavi
Mhatre at evoting@nsdl.com.
PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL IDS ARE NOT REGISTERED WITH
THE DEPOSITORIES FOR PROCURING USER ID AND PASSWORD AND REGISTRATION OF E
MAIL IDS FOR E-VOTING FOR THE RESOLUTIONS SET OUT IN THIS NOTICE:
1. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit
beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested
scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to
investor_relations@sworks.co.in. If you are an Individual shareholder holding securities in demat mode,
you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting
and joining virtual meeting for Individual shareholders holding securities in demat mode.
2. Alternatively, shareholder/members may send a request to evoting@nsdl.com for procuring user id and
password for e-voting by providing above mentioned documents.
3. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies,
Individual shareholders holding securities in demat mode are allowed to vote through their demat
account maintained with Depositories and Depository Participants. Shareholders are required to update
their mobile number and email ID correctly in their demat account in order to access e-Voting facility.
Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
Regd. Office: Unit No. 305 – 310, Plot No. 9,10, & 11, Vardhman Trade Centre, Nehru Place, South Delhi – 110 019.
Phone No: 0124-6919 400
CIN: L74900DL2015PLC310656
THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS
UNDER:-
1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote
e-voting.
2. Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have
not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from
doing so, shall be eligible to vote through e-Voting system in the AGM.
3. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they
will not be eligible to vote at the AGM.
4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting
on the day of the AGM shall be the same person mentioned for Remote e-voting.
INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS
UNDER:
1. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-
Voting system. Members may access by following the steps mentioned above for Access to NSDL e-
Voting system. After successful login, you can see link of “VC/OAVM” placed under “Join meeting”
menu against company name. You are requested to click on VC/OAVM link placed under Join Meeting
menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of
Company will be displayed. Please note that the members who do not have the User ID and Password
for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote
e-Voting instructions mentioned in the notice to avoid last minute rush.
2. Members are encouraged to join the Meeting through Laptops for better experience.
3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any
disturbance during the meeting.
4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting
via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It
is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid
glitches.
5. Shareholders who would like to express their views/have questions may send their questions in advance
mentioning their name demat account number/folio number, email id, mobile number at
investor_relations@sworks.co.in. The same will be replied by the company suitably.
Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
Regd. Office: Unit No. 305 – 310, Plot No. 9,10, & 11, Vardhman Trade Centre, Nehru Place, South Delhi – 110 019.
Phone No: 0124-6919 400
CIN: L74900DL2015PLC310656
RESULTS:
19. The company has appointed M/s Shirin Bhatt & Associates, Practicing Company Secretary (FCS No.
8273, CP No 9150), to act as Scrutinizer for conducting the remote e-voting process and voting at the
AGM in a fair and transparent manner.
20. The Scrutinizer after scrutinising the votes cast by remote e-voting and e-voting during the AGM will
make a consolidated Scrutinizer’s Report and submit the same within 2 working days of conclusion of
the AGM to the Chairman of the Company or a person authorised by her in writing, who shall
countersign the same.
21. The Results declared along with the consolidated Scrutinizer’s Report shall be hosted on the website of
the Company i.e. and on the website of NSDL i.e. evoting@nsdl.com. The results shall simultaneously
be communicated to BSE Limited and the National Stock Exchange of India Limited. The result shall
also be displayed on the Notice Board at the Registered Office of the Company.
Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
Regd. Office: Unit No. 305 – 310, Plot No. 9,10, & 11, Vardhman Trade Centre, Nehru Place, South Delhi – 110 019.
Phone No: 0124-6919 400
CIN: L74900DL2015PLC310656
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013
TO THE ACCOMPANYING NOTICE.
As per the requirement of section 102 and other applicable provisions of the Companies Act, 2013, this
explanatory statement contains relevant and material information to enable the shareholders to consider and
approve the resolutions set out in the annexed Notice. Documents referred to in Notice & Explanatory
Statements are available for inspection as detailed in notes to Notice of Annual General Meeting.
Item no. 3: Appointment of Mr. Ho Kiam Kheong (DIN:08661195) as a Non-Executive Director
The Members of the Company are being informed that pursuant to the provisions of Section 161(1) of the
Companies Act, 2013 & rules made thereunder, Mr. Ho Kiam Kheong (DIN:08661195) was appointed as an
Additional Non-Executive Director on the Board of the Company, with effect from September 01, 2025, to hold
office up to the date of ensuing General Meeting.
The Members of the Company are being further informed that the Nomination and Remuneration Committee
and Board of Directors of the Company, in its meeting held on September 01, 2025, proposed the appointment
of Mr. Ho Kiam Kheong (DIN: 08661195) as Non-Executive Director on the Board of the Company.
Mr. Ho Kiam Kheong (DIN: 08661195), being eligible for appointment as a Non-Executive Director, offered
himself for appointment by the Members of the Company. The Company has also received, inter alia, consent
from Mr. Ho Kiam Kheong in writing in Form DIR-2, to act as Non-Executive Director of the Company,
declaration that he is not presently disqualified from being appointed as a Director in terms of Section 164 of
the Act in Form DIR-8 and that he is not debarred from holding office of Director pursuant to any Order passed
by SEBI or any other such authority. Further, the Company has, in terms of Section 160 of the Act, received
notice in writing, from a Member, proposing the candidature of Mr. Ho Kiam Kheong for being appointed as
Non-Executive Director of the Company.
Brief resume of Mr. Ho Kiam Kheong (DIN:08661195), nature of his expertise in specific functional areas,
disclosure of relationships between directors inter-se, name of listed entities and other companies in which he
holds directorships and memberships/chairmanships of Board Committees, shareholding in the Company, the
number of Meetings of the Board attended during the year as stipulated under SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings issued by the
Institute of Company Secretaries of India and Regulation 36(3) of the SEBI Listing Regulations are stated in
Annexure-A.
The Board of Directors recommends the resolution as set out in Item No. 3 of the accompanying Notice for
your approval as an Ordinary Resolution.
Except Mr. Ho Kiam Kheong (DIN:08661195) and his relatives to the extent of their shareholding, if any, none
of the Directors, Key Managerial Personnel(s) of the Company or their relatives are in any way, concerned or
interested either financially or otherwise, in the said resolution.
Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
Regd. Office: Unit No. 305 – 310, Plot No. 9,10, & 11, Vardhman Trade Centre, Nehru Place, South Delhi – 110 019.
Phone No: 0124-6919 400
CIN: L74900DL2015PLC310656
Item no. 4: Approval of revised remuneration of Mr. Neetish Sarda (DIN: 07262894), Managing Director
Upon recommendation of the Nomination and Remuneration Committee, the Board of Directors of the
Company in their meeting held on 01st September, 2025 approved the revision of remuneration payable to Mr.
Neetish Sarda, Managing Director of the Company for the remaining term upto March 07, 2026.
In the event of inadequacy or absence of profits in any financial year during the tenure, the remuneration
proposed may exceed the limits specified under Section 197(1) of the Act read with Schedule V. Therefore,
approval of the Members is sought by way of a special resolution, in terms of Section 197 read with Schedule
V of the Companies Act, 2013 and Regulation 17(6)(e)(ii) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations").
The key revised terms of remuneration effective from September 01, 2025, are as follows:
a) Base Compensation: INR 1.95 crores per annum with effect from September 01, 2025;
b) Annual Bonus: INR 27.75 lacs, milestone-based on achieving an operating revenue target of 25% YoY
growth;
c) Performance-based Variables: Up to 15% of the fixed compensation, as above.
d) Perquisites:
In addition to the remuneration, the appointee shall be entitled to perquisites upto an amount of INR
5.00 lacs per annum including medical insurance, leave travel assistance, club membership (up to two
clubs), company car with driver and fuel, and telephone/internet facilities at residence, in accordance
with the applicable provisions of the Income-tax Act, 1961 and the rules made thereunder. Any personal
use of such facilities will be treated as a taxable perquisite.
All other terms and conditions of his appointment as approved earlier shall remain unchanged. Further, the
members are requested to authorise the Board to alter, vary or revise the scope and structure of remuneration
payable to Mr. Neetish Sarda, including its monetary value, from time to time as may be deemed appropriate,
subject to the overall limits specified herein and in accordance with applicable provisions of the Act and SEBI
Listing Regulations.
Brief resume of Mr. Neetish Sarda (DIN: 07262894), nature of his expertise in specific functional areas,
disclosure of relationships between directors inter-se, name of listed entities and other companies in which he
holds directorships and memberships/chairmanships of Board Committees, shareholding in the Company, the
number of Meetings of the Board attended during the year as stipulated under SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings issued by the
Institute of Company Secretaries of India and Regulation 36(3) of the SEBI Listing Regulations are stated in
Annexure-A.
Further, in compliance with Clause (ii) of Section II of Part II of Schedule V to the Act, it is hereby confirmed
that the Company has not committed any default in repayment of any of its debts or interest thereon to any
bank or public financial institution.
Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
Regd. Office: Unit No. 305 – 310, Plot No. 9,10, & 11, Vardhman Trade Centre, Nehru Place, South Delhi – 110 019.
Phone No: 0124-6919 400
CIN: L74900DL2015PLC310656
In accordance with Clause (iv) of Section II of Part II of Schedule V, the relevant disclosures relating to the
proposed remuneration of Mr. Neetish Sarda are stated in Annexure-B.
The Board of Directors recommends the resolution as set out in Item No. 4 of the accompanying Notice for
your approval as a Special Resolution.
Except Mr. Neetish Sarda and Mr. Harsh Binani and their relatives to the extent of their shareholding, if any,
none of the Directors, Key Managerial Personnel(s) of the Company or their relatives are in any way, concerned
or interested either financially or otherwise, in the said resolution.
Item no. 5: Approval of revised remuneration of Mr. Harsh Binani (DIN: 07717396), Whole Time
Director
Upon recommendation of the Nomination and Remuneration Committee, the Board of Directors of the
Company in their meeting held on 01st September, 2025 approved the revision of remuneration payable to Mr.
Harsh Binani, Whole Time Director of the Company for the remaining term upto September 30, 2027.
In the event of inadequacy or absence of profits in any financial year during the tenure, the remuneration
proposed may exceed the limits specified under Section 197(1) of the Act read with Schedule V. Therefore,
approval of the Members is sought by way of a special resolution, in terms of Section 197 read with Schedule
V of the Companies Act, 2013 and Regulation 17(6)(e)(ii) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations").
The key revised terms of remuneration effective are as follows:
a) Base compensation: INR 1.95 crores per annum with effect from September 01, 2025;
b) Annual Bonus: INR 27.75 Lacs, milestone based on Achieving operating revenue target of 25%
increase YoY;
c) Variables up to 15% of Fixed Compensation, as above.
d) The above remuneration shall be subject to periodical increments not exceeding 20% per annum
as may be decided by the Board of Directors on recommendation of the Nomination and
Remuneration Committee, subject however that the aggregate remuneration shall not exceed
INR 6.00 Crores per annum
e) Perquisites:
In addition to the remuneration, the appointee shall be entitled to perquisites upto an amount of INR
5.00 lacs per annum including medical insurance, leave travel assistance, club membership (up to
two clubs), company car with driver and fuel, and telephone/internet facilities at residence, in
accordance with the applicable provisions of the Income-tax Act, 1961 and the rules made
thereunder. Any personal use of such facilities will be treated as a taxable perquisite.
All other terms and conditions of his appointment as approved earlier shall remain unchanged. Further, the
members are requested to authorise the Board it to alter, vary or revise the scope and structure of remuneration
payable to Mr. Harsh Binani, including its monetary value, from time to time as may be deemed appropriate,
Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
Regd. Office: Unit No. 305 – 310, Plot No. 9,10, & 11, Vardhman Trade Centre, Nehru Place, South Delhi – 110 019.
Phone No: 0124-6919 400
CIN: L74900DL2015PLC310656
subject to the overall limits specified herein and in accordance with applicable provisions of the Act and SEBI
Listing Regulations.
Brief resume of Mr. Harsh Binani (DIN: 07717396), nature of his expertise in specific functional areas,
disclosure of relationships between directors inter-se, name of listed entities and other companies in which he
holds directorships and memberships/chairmanships of Board Committees, shareholding in the Company, the
number of Meetings of the Board attended during the year as stipulated under SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings issued by the
Institute of Company Secretaries of India and Regulation 36(3) of the SEBI Listing Regulations are stated in
Annexure-A.
Further, in compliance with Clause (ii) of Section II of Part II of Schedule V to the Act, it is hereby confirmed
that the Company has not committed any default in repayment of any of its debts or interest thereon to any
bank or public financial institution.
In accordance with Clause (iv) of Section II of Part II of Schedule V, the relevant disclosures relating to the
proposed remuneration of Mr. Harsh Binani are stated in Annexure-B.
Board of Directors recommends the resolution as set out in Item No. 5 of the accompanying Notice for your
approval as a Special Resolution.
Except Mr. Neetish Sarda and Mr. Harsh Binani and their relatives to the extent of their shareholding, if any,
none of the Directors, Key Managerial Personnel(s) of the Company or their relatives are in any way, concerned
or interested either financially or otherwise, in the said resolution.
Item no. 6 Re-appointment of Mr. Neetish Sarda as Managing Director
The Company had appointed Mr. Neetish Sarda (DIN: 07262894) as Managing Director of the Company for a
period of five years from 08th March, 2021. The Members had subsequently approved the said appointment and
terms of his remuneration. The Members are informed that the present term of Mr. Neetish Sarda (DIN:
07262894) as Managing Director of the Company is valid upto March 07, 2026. In order to ensure continuity
of leadership and in recognition of the strategic role played by Mr. Neetish Sarda in the growth and expansion
of the Company, it is proposed to approve his re-appointment for a further period of five (5) years commencing
from March 08, 2026, on the terms and conditions including remuneration, as detailed as under:
Terms of Appointment including remuneration of Mr. Neetish Sarda are detailed as under:
a) Term of appointment: Five (5) years commencing from March 08, 2026, upto March 07, 2031.
b) Base compensation: INR 1.95 crores per annum.
c) Annual Bonus: INR 27.75 Lacs, milestone based on Achieving operating revenue target of
25% increase YoY;
Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
Regd. Office: Unit No. 305 – 310, Plot No. 9,10, & 11, Vardhman Trade Centre, Nehru Place, South Delhi – 110 019.
Phone No: 0124-6919 400
CIN: L74900DL2015PLC310656
d) Variables up to 15% of Fixed Compensation, as above.
e) The above remuneration shall be subject to periodical increments not exceeding 20% per annum
as may be decided by the Board of Directors on recommendation of the Nomination and
Remuneration Committee, subject however that the aggregate remuneration shall not exceed
INR 6.00 Crores per annum.
f) Perquisites
In addition to the remuneration, the appointee shall be entitled to perquisites upto an amount
of INR 5.00 lacs per annum including medical insurance, leave travel assistance, club
membership (up to two clubs), company car with driver and fuel, and telephone/internet
facilities at residence, in accordance with the applicable provisions of the Income-tax Act,
1961 and the rules made thereunder. Any personal use of such facilities will be treated as a
taxable perquisite.
Mr. Neetish Sarda is not disqualified from being re-appointed as Director in terms of Section 164 of the Act and
he satisfies all the conditions as set out in Section 196(3) of the Act and Part-l of Schedule V to the Act, for
being eligible for his appointment.
The above may be treated as a written memorandum setting out the terms of re-appointment of Mr. Neetish
Sarda under Section 190 of the Act.
Mr. Neetish Sarda is neither disqualified from being appointed as a Director in terms of Section 164 of the Act,
nor debarred from holding the office of director by virtue of any SEBI order or any other such authority and has
given all the necessary declarations and confirmation including his consent to be re-appointed as a Managing
Director & CEO of the Company.
In the event that the Company has a loss for more than three consecutive financial years, the remuneration
payable shall be subject to further approval of the Members in accordance with the provisions of Schedule V
to the Act.
In the event of inadequacy or absence of profits in any financial year during the tenure, the remuneration
proposed may exceed the limits specified under Section 197(1) of the Act read with Schedule V of the Act and
Reg 17(6) of SEBI SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations"). Therefore, approval of the Members is sought by way of a special resolution, in terms of
Section 197 read with Schedule V of the Companies Act, 2013 and Regulation 17(6)(e)(ii) of the SEBI Listing
Regulations.
In terms of the provisions of Sections 196, 197, 198, Schedule V and other applicable provisions, if any, of the
Companies Act, 2013 and the rules made thereunder (including any statutory modification or re-enactment
thereof for time being in force) and read with SEBI Listing Regulation, relevant provisions of Articles of
Association of the Company, re-appointment of the Managing Director requires approval of the Members.
Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
Regd. Office: Unit No. 305 – 310, Plot No. 9,10, & 11, Vardhman Trade Centre, Nehru Place, South Delhi – 110 019.
Phone No: 0124-6919 400
CIN: L74900DL2015PLC310656
The Company has not committed any defaulted in repayment of any of its debts or interest thereon to any bank
or public financial institution.
Brief resume of Mr. Neetish Sarda (DIN: 07262894), nature of his expertise in specific functional areas,
disclosure of relationships between directors inter-se, name of listed entities and other companies in which he
holds directorships and memberships/chairmanships of Board Committees, shareholding in the Company, the
number of Meetings of the Board attended during the year as stipulated under SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings issued by the
Institute of Company Secretaries of India and Regulation 36(3) of the SEBI Listing Regulations are stated in
Annexure-A.
In accordance with Clause (iv) of Section II of Part II of Schedule V, the relevant disclosures relating to the
proposed remuneration of Mr. Harsh Binani are stated in Annexure-B.
Basis the rationale and justification provided above, the Board of Directors recommends the resolution as set
out in Item No. 6 of the accompanying Notice for your approval as a Special Resolution.
Except Mr. Neetish Sarda and Mr. Harsh Binani and their relatives to the extent of their shareholding, if any,
none of the Directors, Key Managerial Personnel(s) of the Company or their relatives are in any way, concerned
or interested either financially or otherwise, in the said resolution.
Item no. 7: Ratification of the Employees Stock Option Plan 2022 (“ESOP 2022”) & Item No. 8
:Ratification of the extension of benefits under Employees Stock Option Plan 2022 (“ESOP 2022)
The Members of the Company are being informed that 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
Companies Act, 2013, 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 3,
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 is 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
authorized 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 BSE Limited and the National Stock Exchange of India Limited on 17th July, 2025. Consequently, the ESOP
2022 must be ratified by the Company’s members under Regulation 12(1) of the SBEB Regulations before any
fresh grants can be made under ESOP 2022.
Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
Regd. Office: Unit No. 305 – 310, Plot No. 9,10, & 11, Vardhman Trade Centre, Nehru Place, South Delhi – 110 019.
Phone No: 0124-6919 400
CIN: L74900DL2015PLC310656
Accordingly, the ESOP 2022 is presented for members ratification in compliance with Regulation 12(1) and
other applicable provisions of the SBEB Regulations. The ESOP 2022 is in conformity with SBEB Regulations,
and the Company has not granted any new options to employees following the IPO. Total number of options to
be granted:-
Particulars
Number of Options
Total number of Options for which Members’
approval obtained (Pool) before IPO
9,50,000
Options granted before IPO
3,17,500
Options Lapsed
16,000
No. of Options granted after IPO
Nil
Options available for Grants
3,01,500
The salient features and other details of the ESOP 2022 as required under Section 62(1)(b) of the Companies
Act, 2013 read with Rule 12 of Companies (Share Capital and Debentures) Rules, 2014, and Regulation 12(1)
of the SBEB Regulations are given below:
Sr. No Particulars
Employees Stock Option Plan 2022
(“ESOP 2022”)
1.
Brief Description of the ESOP 2022
The Plan shall be called the Employee Stock
Option Plan 2022 (“Plan” or “ESOP”). The
ESOP comes into effect on receipt of necessary
approvals from shareholders as per applicable
laws, and shall continue to be in force, as
amended from time to time, until the date on
which all of the options available for issuance
as per the approval are granted and have been
vested and exercised or otherwise terminated
earlier by the Board/Committee with necessary
approvals
from
shareholders.
The
Board/Committee may, subject to compliance
with Applicable Laws, at any time alter, amend,
suspend or terminate ESOP.
The Plan has been adopted and approved by the
Board in its meeting held on 20th December
2022 and Shareholders in their meeting dated
24th February 2023. The Plan was established
with effect from 24th February 2023, being the
date of shareholder’s approval by way of
ordinary resolution, the Plan was further
amended by the Company by way of special
Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
Regd. Office: Unit No. 305 – 310, Plot No. 9,10, & 11, Vardhman Trade Centre, Nehru Place, South Delhi – 110 019.
Phone No: 0124-6919 400
CIN: L74900DL2015PLC310656
resolution passed by the Shareholders dated 3rd
August 2024 to align the ESOP, 2022 with the
SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 (“SBEB
Regulations”).
2.
The total number of stock options to be offered
and granted
9,50,000 (subject to options already granted
and detailed above)
3.
Identification of classes of employees entitled to
participate and be beneficiaries in the ESOP 2022
Eligible Employee
Means an Employee who qualifies for issue of
Options under this Plan and who fulfils the
conditions as decided in the appraisal process
by the Committee, as being eligible for issue of
Options as per Applicable Laws.
Employee
(i) an employee as designated by the
Company, who is exclusively working in
India or outside India; or
(ii) a director of the Company, whether a
whole-time director or not including a
non-executive director who is not a
promoter or member of the promoter
group, but excluding an independent
director; or
(iii) an employee as defined in sub-clauses (i)
or (ii) of this Clause of a group company
including a subsidiary or its associate
company, in India or outside India, or of a
holding company of the Company, but
does not include:
a) an employee who is a promoter or a
person belonging to the promoter group,
or b) a director, who either directly or
indirectly, through his relative or any body
corporate, holds more than ten per cent of
the outstanding Shares of the Company.
4.
The appraisal process for determining the
eligibility of employees to the ESOP 2022
The process for determining the eligibility of
the employees will be based on their
performance, experience, loyalty etc., any other
criteria as may be decided by the Committee
from time to time.
Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
Regd. Office: Unit No. 305 – 310, Plot No. 9,10, & 11, Vardhman Trade Centre, Nehru Place, South Delhi – 110 019.
Phone No: 0124-6919 400
CIN: L74900DL2015PLC310656
5.
The requirements of vesting and period of vesting The grant of options shall vest based on Eligible
Employee continuing to be in the employment
of the Company and in compliance with the
terms of the Plan. The minimum vesting period
shall be one year from the date of grant, and the
options may generally vest after the immediate
next day of succeeding calendar years on which
the decision of grant of option was taken by the
Committee, as specified in the grant letter.
There shall be a minimum Vesting Period of
one year and Maximum Vesting Period of 5
years, between the Grant of Options and
Vesting of Options.
6.
The maximum period within which the options
shall be vested
5 years
7.
The exercise price, SAR price, purchase price or
pricing formula
Exercise Price per Option shall be as
determined by the Committee and as set out in
the Letter of Grant and shall not be less than the
face value of the Shares and may be up to the
Market Price of the Shares, as on the Grant
Date.
8.
The exercise period/offer period and process of
exercise/acceptance of offer;
The Exercise Period in respect of the Vested
Option shall be subject to a maximum period of
2 (Two) years from the date of Vesting of
Options.
9.
The Lock-in period, if any
Shares issued upon Exercise shall not be
subject to any lock-in period restriction after
such issue except as required under the
Applicable Laws including under the ICDR
Regulations, or code of conduct framed, if any,
by the Company, and under the Securities and
Exchange Board of India (Prohibition of
Insider Trading), Regulations, 2015.
10. The maximum number of options to be offered and
issued per employee and in aggregate,
1,00,000
11. The method which the company shall use to value
its options
Fair Value Method
(Black Scholes Method)
Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
Regd. Office: Unit No. 305 – 310, Plot No. 9,10, & 11, Vardhman Trade Centre, Nehru Place, South Delhi – 110 019.
Phone No: 0124-6919 400
CIN: L74900DL2015PLC310656
12. maximum quantum of benefits to be provided per
employee under a scheme(s);
The maximum number of Options under Plan
that may be granted to each Employee per
Grant and in aggregate shall not exceed
1,00,000/- (One Lakh Only) Options at the time
of Grant of Option.
13. whether the scheme(s) is to be implemented and
administered directly by the company or through a
trust;
Directly
14. whether the scheme(s) involves new issue of
shares by the company or secondary acquisition by
the trust or both;
New Issue of Shares by the Company.
15. the amount of loan to be provided for
implementation of the scheme(s) by the company
to the trust, its tenure, utilization, repayment
terms, etc.;
The provisions relating to Trust are not
applicable.
16. maximum percentage of secondary acquisition
(subject to limits specified under the regulations)
that can be made by the trust for the purposes of
the scheme(s);
The provisions relating to Trust are not
applicable.
17. A statement to the effect that the company shall
comply with the applicable accounting standards
The
Company
shall
comply
with
the
accounting and disclosure requirements as
prescribed under Regulation 15 of the SBEB
Regulations.
18. 'In case the company opts for expensing of share
based employee benefits using the intrinsic value,
the
difference
between
the
employee
compensation cost so computed and the employee
compensation cost that shall have been recognized
if it had used the fair value, shall be disclosed in
the Directors' report and the impact of this
difference on profits and on earnings per share
("EPS") of the company shall also be disclosed in
the Directors' report';
Not Applicable
19. Terms & conditions for buyback, if any, of
specified
securities
covered
under
these
regulations.
The Committee has the power to determine the
procedure for buy-back of Options Granted
under the Scheme, if to be undertaken at any
time by the Company, and as per the applicable
terms and conditions.
Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
Regd. Office: Unit No. 305 – 310, Plot No. 9,10, & 11, Vardhman Trade Centre, Nehru Place, South Delhi – 110 019.
Phone No: 0124-6919 400
CIN: L74900DL2015PLC310656
Certificate of Secretarial Auditors
The Board of Directors of the Company shall, at each Annual General Meeting place before the members of
the Company, a certificate from the Secretarial Auditors of the Company, certifying that this ESOP Scheme has
been implemented in accordance with the SEBI (SBEBSE) Regulations.
The ESOP Scheme is available on the website of the Company at https://www.smartworksoffice.com/investors/.
The Board of Directors recommends the resolution as set out in Item No. 7 & 8 of the accompanying Notice
for your approval as a Special Resolution.
None of the Directors, Key Managerial Personnel, along with their relatives, are concerned or interested,
financially or otherwise, except to the extent of the Options that have been or may be granted under the ESOP
2022 and their respective shareholding in the Company, if any.
Item no. 9: Appointment of SBYN & Associates LLP, Company Secretaries, as Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of the SEBI
Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), every listed
company is required to annex a Secretarial Audit Report issued by a Peer-Reviewed Practicing Company
Secretary to its Board’s Report. Further, Regulation 24A mandates the appointment of a Secretarial Auditor for
a maximum of two terms of five consecutive years, with prior approval of shareholders.
Based on the recommendation of the Audit Committee and approval of the Board of Directors at its meeting
held on 1st September, 2025, it is proposed to appoint M/s. SBYN & Associates LLP (“SBYN”), Company
Secretaries (FRN: L2025UP018500) as the Secretarial Auditor of the Company for a period of five (5)
consecutive financial years, commencing from FY 2025-26 to FY 2029-30, at a fixed annual remuneration of
INR2,00,000 (Rupees Two Lakhs only), plus applicable taxes and out-of-pocket expenses subject to such
increments as may be determined in consultation with the Secretarial Auditors. The Board of Directors shall
approve revisions to the remuneration of the Secretarial Auditors, based on review and any additional efforts on
account of changes in regulations, restructuring or other considerations. Besides the audit services, the Company
would also obtain such other services in the nature of certifications and other professional work, as approved by
the Board of Directors for which the auditors will be remunerated separately on mutually agreed terms.
SBYN is a Peer Reviewed Firm of Company Secretaries, founded by professionals with experience in corporate
compliance, secretarial audits and SEBI Regulations and is authorised to conduct Secretarial Audit and issue
Secretarial Audit report of the Company. SBYN has confirmed that they are not disqualified from being
appointed as Secretarial Auditors and that they have no conflict of interest. SBYN has further furnished a
declaration that they have not taken up any prohibited non-secretarial audit assignments for the Company, its
holding and subsidiary companies.
Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
Regd. Office: Unit No. 305 – 310, Plot No. 9,10, & 11, Vardhman Trade Centre, Nehru Place, South Delhi – 110 019.
Phone No: 0124-6919 400
CIN: L74900DL2015PLC310656
While recommending SBYN for appointment, the Board and the Audit Committee evaluated various factors,
including the firm’s capability to handle a diverse and complex business environment, its existing experience in
the Company’s business segments, its industry standing, the clientele it serves, and its technical expertise. SBYN
was found to be well-equipped to manage the scale, diversity, and complexity associated with the Secretarial
Audit of the Company.
Mr. Babu Lal Patni, Practicing Company Secretary (CP No.: 1321) was appointed as the Secretarial Auditor for
F.Y 2024-25 and the fees paid to him for the financial year 2024-2025 was INR 50,000 (Rupees Fifty Thousand
Only) plus applicable Tax. Since the Company was unlisted in the previous financial year, the Secretarial Audit
fee paid to the previous auditor and SBYN, is not comparable. Accordingly, the disclosure requirement relating
to material change in audit fee is not applicable to the Company.
The Company has disclosed all the related information and to the best of understanding of the Board of
Directors, no other information and facts are required to be disclosed that may enable members to understand
the meaning, scope and implications of the item of business and to take decision thereon.
The Board of Directors recommends the resolution as set out in Item No. 9 of the accompanying Notice for
your approval as an Ordinary Resolution.
None of the Directors, Key Managerial Personnel(s) of the Company or their relatives are in any way, concerned
or interested either financially or otherwise, in the said resolution.
Item no. 10: Approval of Consultancy Services from Mr. Atul Gautam, Director of the Company
The Members of the Company are informed that the Company is availing consultancy services from Mr. Atul
Gautam, Director of the Company. He has around 42 years of experience in the field of banking and financial
sector. He was associated with Punjab National Bank for over three decades. He has also been associated with
the Indian Banks’ Association as a senior advisor. He has been associated with our Company as a director since
2024. He is a Non-Executive Director of the Company and basis his vast experience, expertise and skills in
Banking, finance, advisory, risk management and corporate governance, his support to the Company by way of
consultancy services is crucial.
The details as as required in accordance with Rule 15 of the Companies (Meetings of Board and its Powers)
Rules, 2014 are as detailed in the resolution at Item No. 10.
Upon recommendation of the Audit Committee, the Board of Directors in its meeting held on January 5, 2025
has accorded its consent to approve the said related party transaction and it is further confirmed that the said
transaction is not material in terms of Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The members are further informed that the aforesaid transaction is in the ordinary course of
the business and at arm’s length basis, does not fall within the purview of the provisions of Section 188 of the
Companies Act, 2013, however as good governance the approval of the Members of the Company by the way
of Ordinary resolution is being sought.
Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
Regd. Office: Unit No. 305 – 310, Plot No. 9,10, & 11, Vardhman Trade Centre, Nehru Place, South Delhi – 110 019.
Phone No: 0124-6919 400
CIN: L74900DL2015PLC310656
The members may note that in terms of the provisions of Section 188 of the Act, no related party shall vote to
approve the Ordinary Resolution set forth at Item No. 10 of the Notice, whether the entity is a related party to
the particular transaction or not.
Basis the rationale and justification provided above, the Board of Directors recommends the resolution as set
out in Item No. 10 of the accompanying Notice for your approval as an Ordinary Resolution.
Except for Mr. Atul Gautam and his relatives to the extent of their shareholding, if any, none of the Directors,
Key Managerial Personnel(s) of the Company or their relatives are in any way, concerned or interested either
financially or otherwise, in the said resolution.
For and on behalf of the Board of Directors
Smartworks Coworking Spaces Limited
Sd/-
Punam Dargar
Company Secretary & Compliance Officer
(Mem. No.: A56987)
Address: Unit No. 305-310, Plot No 9, 10 & 11 Vardhman Trade Centre
Nehru Place, South Delhi-110019
Date: 1st September, 2025
Place: Kolkata
Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
Regd. Office: Unit No. 305 – 310, Plot No. 9,10, & 11, Vardhman Trade Centre, Nehru Place, South Delhi – 110 019.
Phone No: 0124-6919 400
CIN: L74900DL2015PLC310656
Annexure-A
Relevant details pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended and Secretarial Standard on General Meetings issued by
Institute of Company Secretaries of India, is as given under:
Particulars
1
2
3
Name
Mr. Ho Kiam Kheong
Mr. Harsh Binani
Mr. Neetish Sarda
DIN
08661195
07717396
07262894
Age and Date
of Birth
64 years
November 28, 1961
36 years
April 30, 1989
32 years
July 17, 1993
Qualification
Bachelor’s
of
Engineering
(Civil) from the National
University of Singapore and a
Master of Science degree in
engineering
from
the
University of Liverpool
Holds a bachelor's degree in
economics (honours) from
Shri
Ram
College
of
Commerce,
University
of
Delhi and a master's in
business administration from
J.L.
Kellogg
School
of
Management,
Northwestern
University,
USA
with
specialisation in finance.
Holds
a
bachelor’s
degree in science from
University of London.
A
brief
resume of the
Director
As per the details mentioned
in Annexure-A herein
As detailed herein and in
Annexure B.
As detailed herein and in
Annexure B.
Experience
(including
expertise
in
specific
function
areas)
He currently serves as the chief
executive officer for India,
overseeing fund management
and investment at Keppel
Capital International Pte. Ltd.
Prior to him joining Keppel, he
has
served
as
the
chief
development officer at Reem
Investments,
senior
vice
president of new markets at
CapitaLand
Residential
Limited, and has served in
various positions at SembCorp
Engineers and Constructors
Pte. Ltd. He has more than 35
years of experience in real
estate
investments,
development and operations
across various geographies. He
Around
14
years
of
experience in management
consulting
and
flexible
workspace industry He has
been featured in the 40 under
40 Achievers in pushing new
boundaries and establishing
new benchmarks for industry
in the 7th edition of BW
Disrupt. Prior to joining our
Company, he was associated
with McKinsey & Company,
Chicago. He has
around
fourteen years of experience
in management consulting
and
flexible
workspace
industry.
He
has
been
associated with our Company
since 2017.
Over
9
years
of
experience in the field of
flexible workspaces. He
has also been associated
with Vision Comptech
Integrators Limited as a
director. He has been
conferred with various
awards
such
as
the
India’s Impactful CEO
2024 Award by ET Edge,
ranked within the top 10
among
the
youngest
founders at the IDFC
FIRST Private & Hurun
India’s Top 200 Self-
made Entrepreneurs of
the
Millennia,
Co-
Working
Young
Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
Regd. Office: Unit No. 305 – 310, Plot No. 9,10, & 11, Vardhman Trade Centre, Nehru Place, South Delhi – 110 019.
Phone No: 0124-6919 400
CIN: L74900DL2015PLC310656
has been appointed on our
Board in 2024.
Achiever of the Year –
National by Realty+ at
the
Co-
Working
Conclave & Excellence
Awards
2023,
the
Dynamic Entrepreneur of
the
Year
(Business
Transformation)
award
by
the Entrepreneur Awards
2023, India’s Top 200
Self-made Entrepreneurs
of the Millennia 2023 by
IDFC
First
Private
Banking and Hurun India
and, Grohe Hurun India
Real
Estate
100
recognised him as the
youngest
real
estate
leader in 2024. He has
over
nine
years
of
experience in the field of
flexible workspaces. He
has also been associated
with Vision Comptech
Integrators Limited as a
director. He has been
associated
with
our
Company
since
its
incorporation
i.e.
December 17, 2015
Terms
and
Conditions of
Appointment
Tenure as Non - Executive
Director; liable to retire by
rotation
Except
remuneration
as
detailed in the explanatory
statement, the other terms and
conditions of appointments
are same as detailed in the
prospectus
filed
by
the
Company in July 2025.
Except remuneration as
detailed
in
the
explanatory
statement,
the
other
terms
and
conditions
of
appointments are same as
detailed in the prospectus
filed by the Company in
July 2025.
With
respect
to
re-
appointment the terms
and
conditions
are
Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
Regd. Office: Unit No. 305 – 310, Plot No. 9,10, & 11, Vardhman Trade Centre, Nehru Place, South Delhi – 110 019.
Phone No: 0124-6919 400
CIN: L74900DL2015PLC310656
detailed in the relevant
explanatory statement for
Item No. 6.
Remuneration
last drawn as
Director
(including
sitting fees, if
any)
NA
1. Base compensation: INR
1.75 crores per annum.
2. Annual Bonus: INR 25
Lacs, milestone based on
Achieving operating revenue
target of 25% increase YoY
1. Base compensation:
INR 1.75 crores per
annum.
2. Annual Bonus: INR 25
Lacs, milestone based on
Achieving
operating
revenue target of 25%
increase YoY
Remuneration
Proposed
to
be paid
NA
As detailed in the relevant
explanatory Statement
As detailed in the relevant
explanatory Statement
Date of first
appointment
on the Board
July 16, 2024
1st October, 2019
17th December, 2015
(Since Incorporation)
Shareholding
in
the
Company
Nil
Nil
3,277 Equity Shares
Relationship
with
other
Directors
/
Key
Managerial
Personnel
NA
Brother-in-Law
of
Mr.
Neetish Sarda
Brother-in-Law of Mr.
Harsh Binani
Number
of
meetings
of
the
Board
attended
7 Meetings in F.Y. 2024-25
6 Meetings in F.Y. 2025-26 till
31st August, 2025
10 Meetings in F.Y. 2024-25
6 Meetings in F.Y. 2025-26
till 31st August, 2025
10 Meetings in F.Y.
2024-25
5 Meetings in F.Y. 2025-
26 till 31st August, 2025
Disclosure of
relationships
between
directors
inter-se
Not Applicable
He is Brother-in-law of Mr.
Neetish
Sarda,
Managing
Director of the Company.
He is Brother-in-law of
Mr.
Harsh
Binani,
Whole-time Director of
the Company.
Directorships
of
other
Boards
Chennai
Business
Tower
Private Limited
Pune Kharadi Tower Private
Limited
Keppel IA Management India
Private Limited
Keppel Data Centres (INDIA)
Private Limited
Talbotforce Services Private
Limited
Vision Digital Insurance
TPA Private Limited
Smartworks Tech Solutions
Private Limited
Smartworks Office Services
Private Limited
Smartworks
Tech
Solutions Pvt. Ltd.
Smartworks
Stellar
Services Pvt. Ltd.
Smartworks
Office
Services Pvt. Ltd.
Vision
Comptech
Integrators Limited
Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
Regd. Office: Unit No. 305 – 310, Plot No. 9,10, & 11, Vardhman Trade Centre, Nehru Place, South Delhi – 110 019.
Phone No: 0124-6919 400
CIN: L74900DL2015PLC310656
Bangalore
Tower
Private
Limited
Keppel Real Estate India
Private Limited
Kapstone
Constructions
Private Limited
Keppel
Puravankara
Development Private Limited
Smartworks Stellar Services
Private Limited
Smart
I
T
Services
Private Limited
Aryadeep
Realestates
Private Limited
Membership/
Chairmanship
of Committees
of
other
Boards
1
1
2
Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
Regd. Office: Unit No. 305 – 310, Plot No. 9,10, & 11, Vardhman Trade Centre, Nehru Place, South Delhi – 110 019.
Phone No: 0124-6919 400
CIN: L74900DL2015PLC310656
Annexure-B
Relevant disclosures pursuant to Schedule V relating to the re-appointment and remuneration of the following
directors are given as under:-
Particulars
Neetish Sarda
Harsh Binani
I. GENERAL INFORMATION:
(1) Nature of industry
Providing Flexible Workspaces
(2)
Date
or
expected
date
of
commencement of commercial production
Existing in operation since year 2016-2017
(3) In case of new companies, expected date
of commencement of activities as per
project approved by financial institutions
appearing in the prospectus
Not applicable
(4) Financial performance based on given
indicators
Our revenue from operations increased by 32.20% to INR
13,740.56 million for Fiscal 2025 from INR 10,393.64
million for Fiscal 2024. For further details please refer to the
Financial Statements of the company forming part of the
Annual Report and Financial Summary And Operation
Highlights in the Board’s report forming part of the Annual
report.
(5) Foreign investments or collaborations, if
any.
The Foreign Direct Investment in the Company as per
applicable FEMA rules is 14.92% as on the Cut of Date for
dispatch of Notice.
II. INFORMATION ABOUT THE APPOINTEE:
(1) Background details
Mr. Neetish Sarda, Founder,
who graduated from SIM
Global Education, Singapore,
in Finance. He has been
exposed
to
his
family
business
in
jute
manufacturing
and
information technology from
his early years where he
learned about large scale
operations, execution depth
and business cycles.
Mr. Harsh Binani, Co-
Founder, who completed
his bachelor’s degree in
economics from Shri Ram
College
of
Commerce,
Delhi, and MBA from the
Kellogg
School
of
Management. Harsh spent
four years with McKinsey
& Co, Chicago where he
served
large,
global
corporations across sectors
on strategy, finance and
organization.
(2) Past remuneration
1. Base compensation: INR
1.75 crores per annum
with effect from August
01, 2024.
1. Base
compensation:
INR 1.75 crores per
annum with effect from
August 01, 2024.
Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
Regd. Office: Unit No. 305 – 310, Plot No. 9,10, & 11, Vardhman Trade Centre, Nehru Place, South Delhi – 110 019.
Phone No: 0124-6919 400
CIN: L74900DL2015PLC310656
2. Annual Bonus: INR 25
Lacs, milestone based on
Achieving
operating
revenue target of 25%
increase YoY;
3. Additional
incentive:
INR 2 Crores cash bonus
which is contingent on
the
successful
IPO
listing of our Company*
* Pursuant to letter dated
July 14, 2025, Neetish Sarda
has agreed to forgo the
additional incentive he is
entitled to upon listing of the
Equity
Shares
of
our
Company
2.
Annual Bonus: INR 25
Lacs, milestone based
on
Achieving
operating
revenue
target of 25% increase
YoY;
3.
Additional incentive:
INR 2 Crores cash
bonus
which
is
contingent
on
the
successful IPO listing
of our Company*
* Pursuant to letter dated
July 14, 2025, Harsh Binani
has agreed to forgo the
additional incentive he is
entitled to upon listing of
the Equity Shares of our
Company
(3) Recognition or awards
Co-Working Leader of the
Year (West)’ has been
awarded to Neetish Sarda at
the 14 th Realty+ Co-
Working
Conclave
&
Excellence Awards (West)
in 2022.
‘Dynamic Entrepreneur of
the
Year
(Business
Transformation)’ has been
awarded to Neetish Sarda at
the Entrepreneur Awards in
2023.
‘Co-Working
Young
Achiever of the Year –
National’ has been awarded
to Neetish Sarda at the Co-
Working
Conclave
and
Excellence
Awards
in
2023.
• ‘40
under
40
BW
Disruptors’
has
been
awarded to Harsh Binani by
Businessworld in 2023.
• Earned a coveted spot on
the esteemed Realty+ 40
Under 40 list in 2023.
(4) Job profile and his suitability
Mr. Neetish Sarda, as the
founder,
oversees
critical
operational
and
growth-
oriented functions of the
Mr. Harsh Binani, as co-
founder,
leads
crucial
corporate
and
support
functions of the Company.
Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
Regd. Office: Unit No. 305 – 310, Plot No. 9,10, & 11, Vardhman Trade Centre, Nehru Place, South Delhi – 110 019.
Phone No: 0124-6919 400
CIN: L74900DL2015PLC310656
Company.
He
directly
manages the CXOs and
leadership
of
key
departments including Sales,
Business
Development,
Operations,
Product,
and
Technology. This strategic
positioning allows Neetish to
drive the company's core
business activities, ensuring
that our workspace solutions
meet market demands and
maintain
a
technological
edge. His oversight of these
C-level executives and their
respective
departments
enables seamless integration
of our operational capabilities
with our expansion
and
innovation goals
He directs the CXOs and
teams
responsible
for
Investor Relations, Finance
& Accounts, Marketing,
and Legal affairs. This
structure allows Harsh to
ensure that the Company
maintains
strong
relationships
with
investors,
adheres
to
financial
and
legal
compliance, and effectively
communicates our brand
message to the market. His
leadership of these C-level
executives
and
their
departments
provides
essential support to the
Company's
operational
activities and contributes
significantly to our overall
strategic
direction
and
corporate governance.
(5) Remuneration proposed
As detailed in the relevant
explanatory Statement
As detailed in the relevant
explanatory Statement
(6)Comparative remuneration profile with
respect to industry, size of the company,
profile of the position and person
The remuneration proposed
to be paid is in line with the
industry
standards,
considering the size of the
Company,
nature
and
complexity of its operations,
and
the
job
profile,
responsibilities, professional
expertise and experience of
the person as detailed herein.
The remuneration proposed
to be paid is in line with the
industry
standards,
considering the size of the
Company,
nature
and
complexity
of
its
operations, and the job
profile,
responsibilities,
professional expertise and
experience of the person as
detailed herein.
(7) Pecuniary relationship directly or
indirectly with the company, or relationship
with the managerial personnel or other
director, if any.
He holds 3277 Equity shares
directly and following Equity
share indirectly:
1. 4,23,14,998
Equity
Shares through NS
Niketan LLP;
He
doesn’t
holds
any
Equity
shares
directly.
However,
holding
following
equity
share
indirectly:
1. 2,41,12,567 Equity
Shares
through
Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
Regd. Office: Unit No. 305 – 310, Plot No. 9,10, & 11, Vardhman Trade Centre, Nehru Place, South Delhi – 110 019.
Phone No: 0124-6919 400
CIN: L74900DL2015PLC310656
2. 7,400 Equity Shares
through his Mother,
Mrs. Neeta Sarda.
3. 3,171 Equity Shares
through his Sister
Mrs. Saumya Binani
4. 1,000 Equity Shares
through
Vision
Comptech
Integrators Limited
He is also Brother in Law of
Mr. Harsh Binani, Whole-
time
Director
of
the
Company.
SNS
Infrarealty
LLP;
2. 3,171
Equity
Shares through his
Wife, Mrs. Saumya
Binani
3. 30,000
Equity
Shares
through
Harsh Binani HUF.
He is also Brother in Law of
Mr.
Neetish
Sarda,
Managing Director of the
Company.
III. OTHER INFORMATION:
(1) Reasons of loss or inadequate profits
The Company reported a loss/inadequate profits for the
financial year primarily due to the non-cash accounting
impact of Ind AS 116 – Leases. Under this standard, lease
obligations are recognized as Right-of-Use (ROU) assets
and corresponding lease liabilities, resulting in higher
depreciation and finance costs during the initial years of the
leases. As a managed space provider operating under long-
term lease agreements, this accounting treatment has
significantly affected reported profitability. However, the
Company’s operational performance remains strong, and its
underlying business fundamentals continue to be robust.
(2) Steps taken or proposed to be taken for
improvement
Since the loss stems from a non-cash accounting
adjustment, no immediate corrective measures are
necessary. This impact is front-loaded and is expected to
diminish over the lease term. Meanwhile, the Company
remains focused on:
· Enhancing operational efficiencies
· Increasing occupancy levels
· Maintaining rigorous cost controls
These initiatives are anticipated to support steady growth
and margin improvement in the foreseeable future.
Smartworks Coworking Spaces Limited
(Formerly known as Smartworks Coworking Spaces Private Limited)
Regd. Office: Unit No. 305 – 310, Plot No. 9,10, & 11, Vardhman Trade Centre, Nehru Place, South Delhi – 110 019.
Phone No: 0124-6919 400
CIN: L74900DL2015PLC310656
(3) Expected increase in productivity and
profits in measurable terms
Despite expansion-related investments, reported EBITDA
margins remained stable above 62% and normalised
EBITDA margin was 12.53% in FY25, reflecting the
scalability and operational efficiency of the Company’s
business model. The Normalised EBITDA grew to
₹1,722.30 million in FY25 as compared to Rs. 1060.37
million in FY24 However, given the accounting
complexities involved, accurately forecasting reported
profit figures remains challenging and actual results may not
be the same.
(4) Disclosures
The details required to be given under this head are
disclosed in the Corporate Governance Report of the
Company which forms part of Annual Report 2024-25
